An overview of possibilities for unlisted Indian companies to raise capital through listing on overseas stock exchanges, highlighting latest Indian government policy on this topic.

1. OVERSEAS LISTING BY
UNLISTED INDIAN
COMPANIES
By
Alpha Partners

2. Access to New and Incredibly deep
capital
Economical options vis-à-vis PE or
debt funding
Surreal spike in valuation and less
under-pricing
Increased Liquidity and broad investor
base
Lowered cost of capital
Enhanced protection to Investors
Brand building and wide media
coverage
Additional Visibility, Exposure and
Prestige
Benefits to employees
New growth opportunities and better
access to technologies
$ as Currency for acquisitions
Easy exit
Overseas
Listing

3.  COMPANIES ACT, 1956
 FOREIGN EXCHANGE MANAGEMENT ACT
 FOREIGN DIRECT INVESTMENT POLICY
 OVERSEAS DIRECT INVESTMENT POLICY
 FCCB
 SEBI ACT AND REGULATIONS
 INCOME TAX ACT, 1961
 LISTING AGREEMENTS

4. DIRECT LISTING (to
be prescribed)
HOLDING COMPANY
STRUCTURE
FUND STRUCTURE

5. Approval of Finance
Ministry for unlisted
companies to raise
capital abroad without
prior listing in India
Features of the scheme
•Introduced on pilot basis
for two years
•After two years, subject to
review
•Proceeds may be used to
retire overseas debt,
overseas operations and
M&A
Conditions
•Only on only on exchanges
in IOSCO/FATF compliant
jurisdictions
•Filing and compliance with
SEBI disclosure norms, FDI
policy required
•In case money not used
abroad, the same shall be
remitted back to India

6. US
Tax Haven
India
Listing on NYSE
Z US Co.
Holding
Company
Promoter(s) A India Pvt. Ltd.

7. US
Tax Haven for US
Tax Haven (MU, SG)
India
Listing on NYSE
Issuer Company
Holding
Company
Asset
Manager
Asset/
entity
Asset/
entity
Asset/
entity
Asset/
entity
Advisory
company

8. Steps involved
Pre-IPO
IPO
process
Post IPO
•Finalize listing destination – preferred
are US and Europe
•Finalizing IPO team
•Strategies and internal restructuring
•IPO Marketing strategy
•Internal housekeeping
•Process timelines
•Prospectus filing and compliances
•Listing, stock exchange registration
and issue
•Issue of securities
•Stock exchange compliances
•India related compliances, FDI, tax,
SEBI, RBI, CA’56/13
•Use of proceeds

9. ALPHA PARTNERS
E-156, Sector 20
NOIDA
info@alpha-partners.org
www.alpha-partners.org
+91 120 4562203