Listing and Issuance of Securities: formula sheet

Key formulas

Single regulator rule

IFSC financial products, services and institutions → regulated by IFSCA

The Act replaces the multi-regulator position for IFSC business. Say this first in any answer on why the Act was needed.

Source-of-power chain

IFSCA Act, 2019 → IFSCA regulations → circulars and guidelines

Cite the Act for the power, the regulation for the detailed rule. Do not quote a section number unless you are sure of it.

Modification power

Central Government may, by notification, apply or modify specified laws for IFSCs (Section 31)

Section 31 is covered in its own topic. Remember the power is the Central Government's and works by notification.

IFSC vs SEZ

SEZ = trade and manufacturing zone; IFSC = financial services centre under IFSCA

Use this as the core contrast in comparison questions.

Structure of the listing route

Issuer → eligibility check → application to IFSC exchange → exchange approval → listing → continuing obligations

Use this as the skeleton of every answer. The exchange is the first point of contact, and IFSCA is the regulator over it.

Recognised IFSC exchanges

India INX and NSE IX

Both are stock exchanges in GIFT IFSC. Know the two names and that each applies the regulations through its own rules.

Governing instruments

IFSCA Act, 2019 + IFSCA (Listing) Regulations, 2024 + exchange rules

Cite them in this hierarchy. Regulations sit under the Act, and exchange rules operate within the regulations.

Answer test for eligibility

Issuer type + security type + conditions in the regulations + facts given = conclusion

Do not quote a numerical threshold unless you are certain of it from the current text.

Post-issue capital

Post-issue paid-up shares = Pre-issue shares + Fresh shares issued

Offer for sale by existing holders does not add new shares. Only fresh issue raises the share count.

Issue size (fresh issue)

Issue size = Number of fresh shares × Issue price per share

Price in an IFSC issue is generally in a permitted foreign currency, so state the currency in your answer.

Public offer proportion

Offer % = Shares offered to public ÷ Post-issue paid-up shares × 100

Use post-issue capital as the base when a rule is expressed as a percentage of post-issue capital.

Promoter holding after issue

Promoter % = Promoter shares ÷ Post-issue paid-up shares × 100

Needed to test promoters' contribution and lock-in. Check the exact threshold and period in the Regulations.

Core sequence of an IPO

Eligibility → Lead manager → Offer document → Exchange in-principle approval → Offer and pricing → Allotment → Listing and trading

Use this order as the skeleton of every process answer.

Interest on a bond

Annual interest = Face value × Coupon rate

Use it to check a simple numerical fact in a case. Adjust for the payment frequency, for example half-yearly interest is half of the annual amount.

Green bond test

Green bond = debt security + proceeds used only for eligible green projects

The label depends on use of proceeds and the disclosure and reporting around it, not on the issuer's name or sector.

Masala bond test

Masala bond = rupee-denominated + issued outside India

The currency risk lies with the investor, not the issuer.

Debt versus equity

Debt = lender, fixed claim, ranks before shareholders. Equity = owner, residual claim, voting rights.

Use it to structure any compare-and-contrast answer.

Core listing checklist

Eligible issuer → offer document → trustee → listing on an IFSC exchange → continuing disclosures

This sequence is the skeleton of every answer. Fill in the details from the regulation text supplied.

Structure of a DR programme

Underlying securities → custodian → depository issues DRs → DRs listed on IFSC exchange

Use this chain to explain who holds what. Add the issuer's agreement with the depository in a sponsored programme.

Sponsored vs unsponsored DR

Sponsored = issuer is party to the programme; Unsponsored = depository acts without issuer

State which type the facts show before applying any condition.

Labelled debt disclosure test (green, social, sustainability bonds)

Label + use of proceeds + project evaluation + management of proceeds + ongoing reporting

These five elements are the usual basis for green, social and sustainability bonds only. Check the exact IFSCA wording.

Sustainability-linked bond disclosure test

KPIs + sustainability performance targets + bond characteristics that vary with the targets + verification and reporting

Sustainability-linked bonds are not use-of-proceeds instruments. Do not apply the five-element test above to them. Check the exact IFSCA wording.

Answer frame

Provision → Facts → Analysis → Conclusion

Required in case-based answers. Name the regulation instead of guessing section numbers.

Three-bucket rule

Continuous compliance = Periodic reporting + Corporate governance + Event-based disclosure

Use this to structure any answer. Place each fact in the right bucket first.

Materiality test for events

Disclose if the event is material or price sensitive, judged by its likely effect on investors and on the price of the securities

Apply the entity's own materiality policy and the regulation's list of deemed events. Disclose to the exchange first, then on the website.

Equal information rule

Disclose to the exchange promptly, in the prescribed form, before or along with any other public release

Selective disclosure to analysts or media ahead of the exchange is a breach.

Accountability chain

Board responsibility + Compliance officer as the exchange contact + Exchange monitoring + IFSCA enforcement

Name the officer and the authority in your conclusion.

Voluntary delisting: core conditions

Internal approval + exit opportunity for public holders + exchange approval + regulatory compliance

The issuer starts the process. Investors must not be left stranded without a fair exit. Check the regulation for the approval majority and exit-price method.

Compulsory delisting: core test

Specified non-compliance (persistent or serious) + notice + hearing + reasoned order

The exchange or IFSCA starts it. Never skip notice and hearing in your answer.

Suspension vs delisting

Suspension = temporary halt, security stays listed. Delisting = permanent removal of the listing.

Suspension can be a step before compulsory delisting, but it is not delisting.

Who starts the action

Voluntary → issuer. Compulsory → exchange/IFSCA.

Use this to classify any fact pattern in the first line of your answer.

Enforcement toolkit

Warning/direction → monetary penalty → suspension → delisting → action against the entity and its officers

Present it as escalating by seriousness. The exact powers come from the IFSCA Act and the regulations.

Quick revision

• IFSCA is the unified regulator for the International Financial Services Centres, set up under the IFSCA Act, 2019.
• Study the chapter as a lifecycle: eligibility, issue, listing, continuing compliance, exit.
• Check eligibility and the stock exchange before any issue question.
• Equity issue is the base template; compare debt and depository receipts against it.
• Debt securities carry their own conditions and disclosures, so do not copy equity rules.
• Depository receipts are a separate instrument with their own rules; learn them as a variation.
• Continuous obligations mean timely disclosures, so note the timelines in the regulations.
• Suspension and delisting have defined grounds and procedures; state them in order.
• Enforcement follows breach; name the consequence only as the regulations state it.
• Answer format: provision, analysis of facts, conclusion.
• Use the current official text and latest amendments, not old notes.

Common mistakes

• Treating an IFSC as just another SEZ Fix: Say that an IFSC is a financial centre regulated by IFSCA, while an SEZ is a trade and manufacturing zone with its own law.
• Saying RBI, SEBI and IRDAI each regulate IFSC business Fix: State that IFSCA is the unified regulator for financial products, services and institutions in IFSCs under the Act.
• Saying IFSCA itself lists the securities. Fix: Write that IFSCA regulates, and the securities are listed on India INX or NSE IX.
• Applying SEBI's domestic listing rules to an IFSC issue. Fix: Use the IFSCA (Listing) Regulations, 2024 for IFSC listing. Mention SEBI only to contrast.
• Applying SEBI ICDR rules to an issue in GIFT City. Fix: Anchor every answer to the IFSCA (Issuance and Listing of Securities) Regulations, 2021 and IFSC exchange rules. Mention SEBI ICDR only if you are contrasting.
• Quoting lock-in percentages and periods from memory of other regimes. Fix: Learn the IFSCA figures straight from the Regulations text and write them with the rule they come from.
• Treating a masala bond as a foreign currency bond. Fix: Remember that masala means rupee-denominated and issued outside India. The investor bears the currency risk.
• Calling any bond issued by a clean energy company a green bond. Fix: Test the use of proceeds. A green bond needs proceeds applied to eligible green projects with the required disclosure and reporting.
• Confusing sponsored and unsponsored DRs. Fix: Check whether the issuer is a party to the programme. That decides its duties.
• Saying the DR holder owns the shares directly. Fix: Say the custodian holds the underlying shares and the depository issues receipts against them.

Exam tips

• Open every answer with the purpose of the Act: a unified regulator for IFSCs.
• Prepare the IFSC versus SEZ contrast as a short two-column style list in bullets, since it is a favourite comparison.
• In case questions, always name the regulator and the authorisation needed before giving the conclusion.
• Write the chain Act, regulation, circular to show how rules flow.
• Do not guess section numbers. Use plain-word descriptions if unsure.
• Always separate the regulator (IFSCA) from the exchanges (India INX and NSE IX) in your answer.
• Use the provision, analysis, conclusion format, even in short answers.
• Do not quote numbers you have not checked in the current regulations. Precise wording of conditions earns more than a wrong figure.