The IFSCA (Issuance and Listing of Securities) Regulations, 2021 allowed a company incorporated in a foreign jurisdiction to list its securities in India. In this context, state the type of listing and eligibility criter

CS Executive · Capital Market and Securities Laws · PYQS · June 2024
The IFSCA (Issuance and Listing of Securities) Regulations, 2021 allowed a company incorporated in a foreign jurisdiction to list its securities in India. In this context, state the type of listing and eligibility criterion.

Answer & Explanation:

The IFSCA (Issuance and Listing of Securities) Regulations, 2021 enables the following types of listing: an initial public offer of specified securities by an unlisted issuer; a follow-on public offer of specified securities by a listed issuer; Listing of specified securities by a start-up company or a SME; Secondary listing of specified securities; An initial public offer of specified securities by a Special Purpose Acquisition Companies (SPAC); Listing of depository receipts; Listing of debt securities; Listing of ESG debt securities; and issuance and/or listing of any other securities as may be specified by the Authority from time to time. Further, the following entities would be eligible for listing of securities on the recognised stock exchanges in IFSC: A company incorporated in an IFSC; A company incorporated in India; and A company incorporated in a foreign jurisdiction. The following entities shall also be eligible in respect of listing of debt securities on a recognised stock exchange, - any supranational, multilateral or statutory organisation/ institution/agency provided such organization/institution/agency is permitted to issue securities as per its constitution. Provided that the entity is registered or headquartered in India, IFSC or a Foreign Jurisdiction; any municipality or any statutory body or board or corporation, authority, trust or agency established or notified by any Central or State Act or any special purpose vehicle notified by the State Government or Central Government including for the purpose of raising fund by the issuer to develop infrastructure or SMART city; and An entity whose securities are irrevocably guaranteed by a Sovereign (India or a Foreign Jurisdiction). An issuer shall be eligible to list its securities under the IFSCA (Issuance and Listing of Securities) Regulations, 2021 in IFSC only if, - the issuer is duly incorporated or established according to the relevant laws of its place of incorporation or establishment; the issuer is operating in conformity with its constitution; and the listing of securities in IFSC is in accordance with the applicable laws of the jurisdiction of incorporation. An issuer shall not be eligible to list securities under these regulations if the issuer or any of its promoters, promoter group, controlling shareholders or directors or selling shareholders is - debarred from accessing the capital market; or a wilful defaulter; or a fugitive economic offender. Listing of specified securities through IPO An issuer shall be eligible to make an initial public offer only if: the issuer has an average pre-tax profit, based on consolidated audited accounts, of at least USD one million during the preceding three financial years; or the issuer has an operating revenue of at least USD 20 million in the preceding financial year; or any other eligibility criteria that may be prescribed by IFSCA. Listing of Start-up and Small and Medium Sized Enterprise (SME) Companies The start-up fulfilling the following criteria shall be eligible to list on the recognised stock exchanges, with or without making a public offer, in IFSC: The offer document of the company should be filed within a period of ten years from the date of incorporation/registration; The turnover of the company for any of the financial years since incorporation should not have exceeded USD 20 million. The company is working towards innovation, development or improvement of products or processes or services, or it is a scalable business model with a high potential of employment generation or wealth creation. A small and medium enterprise company shall be eligible to list its specified securities on a recognised stock exchange, with or without making a public offer, if the annual turnover of the company for any of the financial years since incorporation/registration should not have exceeded USD fifty million. Listing of Special Purpose Acquisition Companies (SPAC) A SPAC shall be eligible to raise capital through IPO of specified securities on the recognised stock exchanges in IFSC, only if: The primary objective of the issuer is to effect a merger or amalgamation or acquisition of shares or assets of a company having business operations ("business acquisition"); The issuer does not have any operating business. Listing of Debt Securities The following categories of debt securities shall be eligible for listing on recognised stock exchanges in IFSC: Debt securities issued by issuers incorporated in IFSC; Debt securities issued by issuers incorporated in India or foreign jurisdiction in any currency other than INR; Masala Bonds; Any other debt securities as permitted by relevant authority from time to time.

Topics: International Financial Services Centres Authority (IFSCA)

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