India’s 1st IFSC: Issuance and Listing of Securities Regulations, 2021

IFSC

As one of the largest and fastest growing economies, India has been a major consumer of International financial services (IFS). The 2007 report of the committee set up by the Ministry of Finance (popularly known as the Percy Mistry Committee Report) had estimated that even under conservative assumptions, purchases by Indian households and firms of IFS will be nearly $50 billion by 2015, and could exceed $120 billion by 2025. Thus, with the objective of bringing back to India the international financial service business generated from India, and gradually emerge as an international financial services hub at the regional and global level, Government of India operationalized India’s maiden International Financial Services Centre (IFSC) at GIFT Multi Services SEZ in April 2015.

IFSCA

The International Financial Services Centres Authority Act was passed in December 2019 and the IFSCA commenced its operation as a unified regulator in October 2020. The IFSCA has been vested with the combined powers of four domestic regulators namely RBI, SEBI, IRDAI and PFRDA and has a mandate to develop and regulate financial institutions, financial services, and financial products within the IFSCs in India.

The strategic objectives of IFSCA are as follows:

To position the IFSC as a leading internationally recognized centre with trusted business and tax regulation, and judicial & dispute resolution system.
To become a gateway for global capital flows into and out of India.
To emerge as a regional/global hub for international financial services.

IFSCA -Issuance and Listing of Securities Regulations, 2021

IFSCA through its latest set of regulations has brought in a comprehensive issuance and listing framework at the IFSC which has in turn opened the flood gates for Unlisted companies- including the Indian Unicorn Startups to launch their primary issuances like an IPO or even modern structures like a SPAC to attract monies from foreign investors and non-resident Indians in a big way and get themselves listed on GIFT IFSC Exchanges. The latest framework has several new concepts getting introduced in India (Indian IFSC) including SR shares (superior voting rights), fast-track Follow-on Public Offers (FPOs), listing of Special Purpose Acquisition Companies (SPACs), ESG debt securities. this regime combined with capital gains tax exemption available in IFSC could prove to be a big draw for international investors and NRIs in participating in IPOs and trading in listed securities in GIFT City.

Some key features of these regulations are below-

Applicability

These regulations shall apply to:

an initial public offer of specified securities by an unlisted issuer
a follow-on public offer of specified securities by a listed issuer
listing of specified securities by a start-up company or an SME company
secondary listing of specified securities
an initial public offer of specified securities by a Special Purpose Acquisition Company
rights issue and/or preferential issues by a listed issuer
listing of depository receipts
listing of debt securities
listing of ESG debt securities
issuance and/or listing of any other securities as may be specified by the authority from time to time.

General Eligibility Criteria

The following entities shall be eligible to list its securities under these regulations on a recognised stock exchange:

A company incorporated in an IFSC
A company incorporated in India
A company incorporated in a foreign jurisdiction

Notwithstanding sub-regulation (1) above, the following entities shall also be eligible in respect of listing of debt securities on a recognised stock exchange:

Any supranational, multilateral or statutory organisation/ institution/agency provided such an organization/institution/agency is permitted to issue securities as per its constitution: Provided that the entity is registered or headquartered in India, IFSC or a foreign jurisdiction.
Any municipality or any statutory body or board or corporation, authority, trust or agency established or notified by any central or state act or any special purpose vehicle notified by the state government or central government including for the purpose of raising fund by the issuer to develop infrastructure or SMART city.
An entity whose securities are irrevocably guaranteed by a sovereign (India or a foreign jurisdiction).

INITIAL PUBLIC OFFER (IPO) eligibility criteria

An issuer shall be eligible to make an initial public offer only if:

The issuer has an operating revenue of at least $ 20 million in the preceding financial year
The issuer has an average pre-tax profit, based on consolidated audited accounts, of at least $ one million during the preceding three financial years
Any other eligibility criteria that may be specified by IFSCA.

Detailed regulations can be read at - https://ifsca.gov.in/Viewer/Index/202

Update: On December 3, 2021, Hon'ble Prime Minister Narendra Modi will inaugurate the Infinity Forum on fintech, which among other things will discuss and come up with actionable insights into how technology can be leveraged by the fintech industry for inclusive growth.