Indian companies listed only in overseas stock exchanges will no longer be considered as “listed companies” in India. The Ministry of Corporate Affairs (MCA) has released clarifications, essentially allowing such companies to function as unlisted ones, and hence bypass disclosure norms prescribed by the Securities and Exchange Board of India (SEBI).
Issued as the Companies (Specification of definitions details) Second Amendment Rules, 2021 on Friday, the new rules will come into effect from April 1, 2021. So far, SEBI has considered public companies raising money from any exchange in the world as listed companies. The new rules do away with definition, thereby significantly reducing compliance requirements.
“Listed companies” currently have had to comply with a laundry list of SEBI requirements, including those concerns with shareholding pattern, corporate governance and financial statement disclosures. The rules will likely come as a relief to companies looking to raise money on foreign stock exchanges in the near future. Several Indian startups are currently considering IPOs, including Zomato, Policybazaar and Flipkart, among several other
The development comes after several months of back-and-forth between industry and the government. Until recently, Indian companies weren’t allowed to list on overseas directory without also listing on an Indian stock exchange. For instance, MakeMyTrip incorporated itself in Mauritius to bypass dual listing altogether, and got listed on US’ Nasdaq.
It was only in September 2020 that Companies Act was amended to allow for direct overseas listing. A month later, it was reported that the government would not mandate secondary listing on domestic firms. However, it is not entirely clear whether the government will indeed mandate Indian listing at some point after overseas listing. Per a Mint report from early September, the MCA was considering making domestic listing mandatory three or five years after the overseas public offer.
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