MANU/DCAF/0001/2024

Ministry : Ministry of Corporate Affairs

Notification No. : GSR61(E)

Date of Notification : 24.01.2024

Date of Publication : 24.01.2024

Subject: Company

Subject: Insolvency

Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024

G.S.R.61(E).--In exercise of the powers conferred by sub-section (3) of section 23 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:-

1. Short title and commencement.‐-

(1) These rules may be called the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. Definitions.--

(1) In these rules, unless the context otherwise requires,-

(a) "Act" means the Companies Act, 2013 (18 of 2013);

(b) "Authority" means the International Financial Services Centres Authority established under section 4 of the International Financial Services Centres Authority Act, 2019 (50 of 2019);

(c) "fees" means fees as specified under the Companies (Registration Offices and Fees) Rules, 2014;

(d) "permissible jurisdiction" means a jurisdiction specified in the First Schedule;

(e) "Schedule" means the Schedule annexed to these rules;

(f) "Scheme" means the Direct Listing of Equity Shares of Companies Incorporated in India on International Exchanges Scheme made by the Central Government in the Ministry of Finance.

(2) The words and expressions used herein and not defined in these rules but defined in the Act or in the Companies (Specification of Definitions Details) Rules, 2014 or the Scheme, shall have the meanings as respectively assigned to them in the Act, Rules or in the Scheme.

3. Application.--

The provisions of these rules shall apply to -

(a) unlisted public companies;

(b) listed public companies, so far as they are in accordance with regulations framed or directions issued in this regard by the Securities and Exchange Board or the Authority,

which issue their securities for the purposes of listing on permitted stock exchanges in permissible jurisdictions.

4. Listing on permitted stock exchanges in permissible jurisdictions.--

(1) An unlisted public company, which does not fall under rule 5 and which has no partly paid-up shares, may issue equity shares for the purposes of listing on a stock exchange in a permissible jurisdiction.

Explanation. - For the purposes of this sub-rule, issue of equity shares shall include, offer for sale of equity shares by existing shareholders of the unlisted public company for listing on a stock exchange in a permissible jurisdiction.

(2) The unlisted public company or its existing shareholders referred to in sub-rule (1) shall also comply with the requirements of the Scheme.

(3) Listing of equity shares on permitted stock exchanges in permissible jurisdiction by an unlisted public company which also int........