At present, unlisted companies that are incorporated in India are not allowed to directly list in overseas markets without prior or simultaneous listing in Indian markets. It has now been decided with the approval of the Union Finance Minister that unlisted companies may be allowed to raise capital abroad without the requirement of prior or subsequent listing in India.

This scheme will be implemented on a pilot basis for a period of two years from the date of notification of the scheme. After the initial two year period, the impact of this arrangement will be reviewed.

The approval to list abroad is subject to the following conditions:

• Unlisted companies may be allowed to list abroad only on exchanges in IOSCO/FATF compliant jurisdictions or those jurisdictions with which SEBI has signed bilateral agreements;

• The Companies shall file a copy of the return which they submit to the proposed exchange/regulators also to SEBI for the purpose of Prevention of Money Laundering Act (PMLA). They shall comply with SEBI’s disclosure requirements in addition to that of the primary exchange prior to the listing abroad;

• While raising resources abroad, the listing company shall be fully compliant with the FDI Policy in force;

• The capital raised abroad may be utilised for retiring outstanding overseas debt or for operations abroad including for acquisitions;

• In case the funds raised are not utilised abroad as stipulated above, such companies shall remit the money back to India within 15 days and such money shall be parked only in AD category banks recognised by RBI.

Ministry of Finance (MoF), Department of Industrial Policy and Promotion (DIPP) and Reserve Bank of India (RBI) would be issuing the necessary notifications in due course in order to implement the required changes to the existing rules.

Unlisted companies permitted to list abroad on a pilot basis subject to jurisdiction, disclosure, FDI and use of proceeds rules. Unlisted Indian companies may, on a pilot basis, list and raise capital abroad without prior or subsequent Indian listing, limited to exchanges in IOSCO/FATF compliant or SEBI agreement jurisdictions; they must submit to SEBI the returns filed with the foreign regulator for PMLA, meet SEBI disclosure norms, comply with the FDI Policy, use proceeds for specified overseas purposes or repatriate unused funds promptly into RBI recognised AD banks, with implementation via notifications from the MoF, DIPP and RBI.