Introduction 

Financial markets bridge the gap between businesses seeking capital to fund their projects and potential investors searching for companies with high-growth potential. To meet their needs, the Ministry of Finance has set up the International Financial Services Center Authority (IFSCA), which enables Indian companies to list directly on international exchanges. In this blog, we look at how IFSC provides an alternative way for Indian businesses to raise capital. We will also delve deep into how GIFT City IFSC helps companies list their equity shares on international exchanges to raise capital. Additionally, we will provide a step–by–step guide on the IPO listing process to list your company easily on the exchange platform. 

What is GIFT IFSC?

Established on April 27, 2020, under the IFSCA Act 2019, the International Financial Services Authority (IFSCA) regulates industries located in International Financial Services Centers (IFSCs), which were previously administered by SEBI, RBI, IRDAI, and PFRDA. The Gujarat International Finance Tec-City (GIFT City) IFSC is the first IFSC in India set up in the state of Gujarat to provide fundraising opportunities to companies from global investors through India INX and NSE INX platforms. Described below is a step-by-step guide, that explains how businesses can raise capital by listing on the international stock exchanges in GIFT IFSC. 

Types of Securities that can be listed on GIFT IFSC

The Issuance and Listing of Securities (ILS) Regulations in 2021 provides a detailed framework of the different types of securities that can be listed on GIFT City IFSC, such as: 

  1. Equity instruments through Initial Public Offer (IPO) and Follow-on Public Offer (FPO)
  2. Securities by a start-up or SME
  3. Secondary listing of specified securities
  4. IPO of specified securities by a Special Purpose Acquisition Company
  5. Depository receipts and debt securities
  6. ESG debt securities

Eligibility Criteria for IPO Listing Process in GIFT IFSC

Here’s a step-by-step guide to help you learn the eligibility conditions necessary for the IPO listing process.

  1. Your company’s operating revenue (revenue generated from the sales of goods and services) must have been at least USD 20 million in the previous financial year.
  2. The average pre-tax profit of your company (earnings before filing income tax) must be at least USD 1 million in the previous three financial years.
  3. Your company must have been incorporated at least 3 years before filing the prospectus.
  4. You must designate at least one merchant banker as the lead manager and appoint other intermediaries after consulting the lead manager.
  5. The next step is to seek an in-principle approval (conditional approval granted by the stock exchange upon fulfilling conditions set by it) by filing an application with the stock exchange. In case of multiple stock exchanges, you must select one of them as the designated stock exchange. The stock exchange will either grant in-principle approval or reject it in 30 days.
  6. Then, the lead manager must file a draft offer document and submit a due diligence certificate. This certificate indicates that the lead manager has examined the company’s financial records, operational procedures, risks, opportunities, and whether it is complying with government regulations.
  7. Subsequently, the IFSCA, stock exchange(s), and the lead manager must publish the draft offer document on their websites for at least 14 days to seek feedback from the public.
  8. The lead manager must submit feedback with any necessary revisions to IFSCA required in the draft offer document.
  9. The IFSCA may share its observations within 30 working days.
  10. You must revise the offer document based on the changes recommended by IFSCA.
  11. Finally, the appointed lead manager must file the final offer document with the stock exchange within 1 year of IFSCA issuing the observations.
  12. If you fail to make the offer, you must file a new draft offer document.

Components of the Offer Document

The offer document contains critical information about your company and should be proofread by the lead manager before filing with the IFSCA. Read the step-by-step guide below to learn what you must disclose in the offer document to complete the IPO listing process in the GIFT IFSC.

  1. The offer document must contain material disclosures (factors indicating financial performance of the company such as its operations, sales, assets, and risks) enabling investors to make informed investment decisions.
  2. The lead manager must perform due diligence to verify the information in the offer document.
  3. The offer document must contain detailed information about the IPO, such as risk factors, capital structure, deployment of funds, basis of issue price, tax implications, financial statements, and many more. You can find the list here.
  4. The offer document must contain financial information about your company for at least 3 financial years.
  5. All statements of accounts must be prepared according to IFRS, US GAAP, Ind AS, or the accounting standards of the jurisdiction where your company has been incorporated.
  6. The issue size, which is the total amount of capital that the company wants to raise, must not be less than USD 15 million or an amount designated by IFSCA.
  7. The IPO listing process also mentions that the offer document must disclose pricing mechanisms, such as book building (the price of the security is not fixed beforehand but is determined based on investor demand) or fixed price (the price of the security is determined before the company is listed) mechanisms.
  8. The IPO must be open for a minimum of 3 and a maximum of 10 working days.
  9. The minimum subscription received must be at least 75% of the issue size.
  10. The minimum number of subscribers must be 200 for completing the IPO listing process.
  11. The IPO offer document must disclose all underwriting arrangements.
  12. A single investor must be allotted at most 10% of the post issue capital.
  13. Ensure that the securities are allocated, and the payments and refunds are made within 5 days following the issue’s closure.
  14. The securities must be listed on the stock exchange in GIFT IFSC within the timeframe issued by the stock exchange.
  15. The lead manager is responsible for filing a post-issue report with the stock exchange, which should include details about the following:
    • Basis of allotment (criteria used for allocating shares to investors)
    • Payments and refunds
    • Allotments made
    • Number, percentage, and value of applications received
    • Date of filing of listing application
    • Subscription
    • Credit of specified securities

Companies that are not Eligible to list Shares in GIFT IFSC

The IFSCA framework explicitly mentions the types of companies that can list their shares on the international stock exchange. Follow the detailed step by step guide below to identify the type of companies that are ineligible under the new framework from listing their shares:

  1. Companies that are limited by guarantee and have share capital.
  2. Companies established under Section 8 or designated as Nidhi under Section 406 of the Companies Act, 2013.
  3. Companies with outstanding debt (which includes principal and interest amount yet to be paid) from the public as per Chapter 5 of the Companies Act, 2013.
  4. Companies with negative net worth, which includes companies whose liabilities are greater than their assets.
  5. Companies that have defaulted in payment of dues to non-convertible debenture holders (non-convertible debentures allow companies to raise money in return of regular payments to investors, but they cannot be converted to equity shares upon maturity), banks, secured creditors, or public financial institutions.
  6. Companies that have made applications for winding up or any proceedings against the companies for winding up under the Insolvency and Bankruptcy Code, 2016, are pending.
  7. Companies that have failed to file annual returns under Section 92 of the act within the designated period.
  8. Companies that have failed to file financial statements under Section 137 of the act within the designated period.

Permissible Holders who can Trade Shares in GIFT IFSC

This step-by-step guide further mentions the eligibility to buy and sell shares of companies listed on international stock exchanges. Indian residents are barred from trading equity shares in international exchanges in GIFT IFSC. However, there is no restriction for Non-Resident Indians (NRIs) who can trade shares for 22 hours daily. Moreover, investors from countries that share a land border with India can buy and sell securities of companies listed on international stock exchanges only after receiving government approval. The issuing company is solely responsible for disclosing such restrictions to the subscribers on the offer document. However, operational guidelines of International Exchanges (i.e. NSE IFSC and India INX) are currently awaiting issuance.

Recent Update

RBI has recently released two notifications, marked as RBI Notification No. FEMA. 10(R)(3)/2024-RB and No. FEMA. 395(2)/2024-RB dated April 23, 2024, regarding transactions conducted in international exchanges. Here are the key points outlined in these notifications:

  • Issuer Indian companies are permitted to establish foreign currency accounts in banks located outside India.
  • Proceeds from remittances for the purchase or subscription of equity shares of Indian companies on international exchanges can be directed into these foreign currency accounts.
  • Upon sale, net proceeds (after taxes) can be credited by the issuer company to the subscriber’s bank account, maintained in accordance with FEM (Deposit) Regulations.

Conclusion

Our step-by-step guide mentions the eligibility criteria, the IPO listing process, the components of the offer document, and the permissible holders who can buy and sell shares in GIFT IFSC. International exchanges enable Indian companies to expand their global footprint, optimize operations, get a better valuation, and develop a broader investment base by raising money from global investors. Companies can use this method to tap into international markets in a very cost-effective and streamlined way.

How can InCorp Advisory Help You?

At InCorp, we have a team of experts with years of experience helping companies list on international stock exchanges in GIFT IFSC. Here are the services we offer:

  1. Identify whether your company is eligible for direct listing.
  2. Assist you in preparing and submitting applications to GIFT IFSCA stock exchanges.
  3. Facilitate the listing process on international stock exchanges by complying with their legal, regulatory, and compliance requirements.
  4. Offer continuous support in keeping records for regulatory compliances required by IFSCA.

To better understand our GIFT City IFSC services and how we can help you with the IPO listing process, you can contact us at (+91) 77380 66622 or email us at info@incorpadvisory.in.

Frequently Asked Questions (FAQs)