What is form LEAP-1
Listing of equity shares in permissible jurisdictions:
As per rule 4(4) of Companies (Listing of equity shares in permissible jurisdictions) Rules 2023: Unlisted public company seeking to list their shares on a stock exchange in permissible jurisdictions, Shall file the prospectus in e-Form LEAP-1 in MCA-21, within seven days after the same has been finalised and filed, in the permitted international stock exchange.
Permissible jurisdictions:
According to Rule 2, clause (aaa) of FEMA (Non-debt Instruments) Rules 2019, they are stock exchanges which are mentioned in Annexure to Schedule XI of the Rules.
Currently,
a) India International Exchange
b) NSE International Exchange
in GIFT-IFSC under the regulatory supervision of IFSCA, are permitted international exchanges.
Eligibility for listing:
Under this Rule, to be eligible for listing in foreign jurisdiction, the company must not have any partly paid-up shares & it cannot be disqualified under rule 5 of the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024
Rule 5 provides that a company shall not be eligible in following cases:
(a) has been registered under section 8 or declared as Nidhi under section 406 of the Act
(b) hompany limited by guarantee and having share capital
(c) has any outstanding deposits accepted from the public
(d) has a negative net worth;
(e) has defaulted in payment of dues to any bank or public financial institution or to non-convertible
debenture holder or any other secured creditor.
Exception to rule: provided that this clause shall not apply if the company had made good the
default and a period of two years had lapsed since the date of making good the default
(f) has made any application for winding-up under the Act or for resolution or winding-up under
IBC 2016 and in cases where proceedings against the company for winding-up is pending
(g) has defaulted in filing of an annual return or financial statement within the specified period
About the Form:
Form captures details in three sections :
Section I: Company Information
1. Basic details like CIN, Name & address of company,
2. Purpose of application(which pre-filled field)
3. Details of prospectus: Date the prospectus was submitted to SEBI/relevant stock exchange for approval and date of approval of prospectus by them.
4. Whether there is any pending inspection/ investigation/enquiry ordered against the company under the Act.
Section II : Attachments
1. Copy of Approved prospectus
2. Copy of the approval letter/approval document from SEBI/Relv.SE
3. Copy of acknowledgement of filing prospectus
Section III: Declaration and Certification
1. Declaration signed by authorized director confirming the accuracy, completeness and adherence to relevant regulations.
2. Certification signed by practicing professional that they have verified the truth & completeness of information given in the form
Due date for filing:
The company shall file the prospectus in e-Form LEAP-1 along with the fees within a period of 7 after the same has been finalised and filed in the permitted exchange. The fees associated with filing the LEAP-1 Form depend on the company’s nominal share capital and there's also penalty fees for late filing.