On 24-1-2024, the Ministry of Finance notified the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2024 to amend the Foreign Exchange Management (Non-debt Instruments) Rules, 2019. The provisions came into force on 24-1-2024.
Key Points:
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The definition of “International Exchange” has been introduced which means that permitted stock exchange in permissible jurisdictions which are listed in Schedule XI of these Rules.
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Earlier, “Listed Indian Company” meant an Indian company which has any of its equity instruments or debt instruments listed on a recognized stock exchange in India.
Now, in addition to listed stock exchange in India, it can also be registered in International Exchange.
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Chapter X relating to “Investment by Permissible Holder in Equity Shares of Public Companies Incorporated in India and Listed on International Exchanges” has been introduced vide which a permissible holder can purchase in Indian company which is listed or to be listed on an International Exchange under Direct Listing of Equity Shares of companies incorporated in India on International Exchange Scheme mentioned in Schedule IX.
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Chapter XI relating to “Direct Listing of Equity Shares of Companies Incorporated in India on International Exchanges Scheme” has been introduced vide which conditions for a public company to issue equity shares or offer equity of shares of the existing shareholders have been formulated:
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Such issue/ offer should be permitted and listed on any of the specified International Exchange.
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Such issue/ offer will be subject to prohibited activities and sectoral caps.
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Such equity shares should be dematerialized from rank and pari-passu with equity shares listed on a recognized stock exchange in India.
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Permissible Holder means a holder of equity shares of the Company listed on the International Exchange, including its beneficial owner.
The holder, who is a citizen of a country which shares land border with India, or an entity incorporated in such a country, or an entity whose beneficial owner is from such a country, will hold equity shares of such public Indian company only with the approval of the Central Government.
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Obligations of companies- the Indian Company will have to comply with:
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Securities Contracts (Regulation) Act,1956;
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Securities and Exchange Board of India Act, 1992;
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Depositories Act, 1996;
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Foreign Exchange Management Act,1999;
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Prevention of Money-laundering Act, 2002;
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Companies Act, 2013; and
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Extant laws relating to issuance of equity shares, including requirements prescribed in this Scheme.
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The equity shares will be issued at a price not less than the price applicable to a corresponding mode of issuance of such equity shares to domestic investors under the applicable laws.
