Unlisted companies incorporated in India could not list their securities directly on overseas markets without already being listed or simultaneously being listing on an exchange in India. The Ministry of Finance’s Press Release of 27 September, 2013 states that the Government has approved-in-principle, such overseas listing without prior listing in India.
While increasing the capital raising avenues available to unlisted entities, such listing is conditionally permitted on a pilot basis for a two-year period and the shareholdings are subject to extant FDI regulations. Listing abroad can be done only on exchanges in broadly those jurisdictions that comply with certain standards of International Organization of Securities Commission/ Financial Action Task Force. Companies are required to be in compliance and file a copy of the return that is submitted to the proposed exchange to SEBI for Prevention of Money Laundering Act.
In addition to the disclosure requirements of the primary exchange and those of the jurisdiction in which they propose to list, companies have to follow disclosure norms of SEBI as well, before listing abroad. A welcome measure allowing Indian companies to attract foreign funding, the capital raised may be used to clear overseas debt or for activities abroad, including acquisitions.
However, regulatory concerns persist that the proposed move may result in money laundering, since it is apprehended that untaxed money could be routed out of India, applied in issues of Indian companies abroad and brought back as legitimate money. If the funds are not used as prescribed, companies are mandated to remit them to India. The Ministry of Finance, DIPP and the RBI will issue necessary notifications to enforce the modifications to existing rules and only when notifications are issued will the procedure and nuances of the move be clear.