GIFT City, which stands for Gujarat International Finance Tec-City, is an ambitious project established in India in the state of Gujarat. GIFT City was created and operationalized in April 2015 as a global financial hub for centralized availability of financial services. GIFT City caters to customers outside the jurisdictional contours of the domestic economy and allows financial interactions between service providers and customers across borders.
It is a dedicated financial hub designed to provide a globally competitive environment for financial services. with the aim of creating a global financial and technology hub. GIFT City aims to establish itself as a major financial services hub, offering a wide range of financial activities and services such as banking, insurance, asset management, capital markets, and more. The objective is to provide a platform that can compete with other global financial centers like London, New York, and Singapore.
GIFT City includes a Special Economic Zone having the status of an International Finance Services Centre (“IFSC”) and the IFSC is set up to undertake financial services transactions that are currently carried out outside India by overseas financial institutions and overseas branches/subsidiaries of Indian financial institutions. Companies from Financial Services, Fintech and ancillary services sector are targeted as potential occupants within the GIFT City.
Units set up in the IFSC at GIFT City are treated as non-residents under India’s foreign exchange regulations and are afforded certain incentives under various Indian statues, including the Indian Income-tax Act, 1961 and Companies Act, 2013.
Below are the FAQs in relation to setting up a unit in GIFT-City:
What is the area/zone available in GIFT-City to setup a unit?
GIFT City consist of a conducive Multi-Service Special Economic Zone (“SEZ”) and an exclusive Domestic Tariff Area (“DTA”) wherein a unit can be setup/incorporated. The IFSC is located in the SEZ portion of GIFT City. See below Map of GIFT CITY.
What is DTA?
It’s an area/zone that is outside the SEZ wherein business related to India operations can be setup with the help of Developers of DTA. The type of companies operating in commercial buildings in GIFT DTA includes Banks, Insurance companies, Capital markets stock brokers community, IT & ITeS companies, BPO, KPO. It may be noted that around 625 acres has been marked as DTA within the GIFT City.
What is SEZ?
SEZ is a multi-service special economic zone with a status of IFSC wherein financial services institutions, as notified by the IFSCA, can be set up. It may be noted that around 261 acres has been marked as SEZ within the GIFT City.
What is IFSC and targeted business sectors?
IFSC stands for International Financial Services Centre. Units are set-up in IFSC to undertake financial services that are currently carried on outside India by overseas financial institutions and overseas branches/ subsidiaries of Indian financial institutions. Under the Indian context “it is a jurisdiction that provides financial services to non-residents and residents (Institutions), in foreign currency other than Indian Rupee (INR)”
The IFSC in GIFT City seeks to bring back those financial services transactions that are currently carried on outside India by overseas financial institutions and overseas branches/subsidiaries of Indian financial institutions to the Indian shores. Specifically, it seeks to bring them to a centre that has been designated for all practical purposes as a location having the same eco system advantage as their present offshore location, which is physically in India.
Following are the business sectors permitted in the IFSC:
- Capital Markets
- Fund Management
- Finance Company
- Aircraft Leasing
- Ship Leasing
- Global In-House Centers (GICs)
- Foreign Universities
- Ancillary Services
Form/Structure of a unit that can be setup in GIFT City?
Subject to the specific IFSCA regulations governing the entity, an entity can be setup in the IFSC in one of the following legal forms:
- Branch office;
- Company including wholly owned subsidiary;
- Limited Liability Partnership; or
- Any other forms that may be notified from time to time by IFSCA vide its regulations for financial service activities in GIFT IFSC
To read in detail about the FAQs for incorporation of Company / LLP please click here
Can an IFSC Company be formed as a company limited by guarantee or with unlimited liability?
Companies set up in the IFSC are governed by the Companies Act, 2013 (“CA 2013”). As per CA 2013, a company can be formed either as a) company limited by shares; or (b) a company limited by guarantee; or (c) an unlimited company. However pursuant to the circular issued by Ministry of Corporate Affairs (MCA), an IFSC company can be incorporated only as company limited by shares.
What are the Broad steps involved in setting up a unit in GIFT SEZ IFSC?
a) Identification of office space in GIFT SEZ;
b) The applicant to enter into an agreement with the SEZ Developer/Co-developer for the desired office space for issuance of Provisional Letter of Allotment (“PLOA”);
c) File an application for reservation of name which contains “IFSC” as a part of the name (if incorporating as a company). Once the name is reserved, file an incorporation application in portal of MCA and obtain the Certificate of Incorporation (“CoI”) and other registration such as PAN, TAN , ESIC, EPF etc. To read the detailed steps involved for incorporating a company/LLP, please click here
d) Based on PLOA and CoI issued by MCA, an application needs to be made to the office of Development commissioner (D.C.), GIFT SEZ for approval in requisite Form along with statutory fees and documents as required;
e) Apply for Goods and Service Tax (“GST”) number with the GST authority via online portal https://www.gst.gov.in/ and other registrations like IEC.
f) Application under the relevant IFSCA Regulations for registration with IFSCA;
g) Open a bank account with IFSC Banking unit;
Note: The application to the Office of Development Commissioner (D.C.) for SEZ approval and application to IFSCA for registration in IFSC as Finance Unit/ Finance Company may be done simultaneously.
Who is the regulator for the units setup/incorporated in IFSC?
The dynamic nature of business in the IFSCs requires a high degree of inter-regulatory coordination within the financial sector. In this regard, Internal Financial Services Centre Authority also known as IFSCA was established as a unified regulator on April 27, 2020 under the International Financial Services Centres Authority Act, 2019 and headquartered at GIFT City, Gandhinagar in Gujarat.
It has a holistic vision in order to promote ease of doing business in IFSC and provide world class regulatory environment. It may be noted, prior to the establishment of IFSCA, the domestic financial regulators, namely, RBI, SEBI, PFRDA and IRDAI regulated the business in IFSC.
Thing to be kept in mind while reserving name with MCA?
When reserving a name for the incorporation of a company, it is necessary for the proposed name to include either the suffix “International Financial Services Centre” or “IFSC” as a part of it. However, this particular requirement does not extend to the process of name reservation for the incorporation of a limited liability partnership.
What are the steps to obtain SEZ approval from the office of Development commissioner (D.C.), GIFT SEZ (“D.C”)?
Once the PLOA is issued by SEZ developer/Co-developer following are the steps involved to obtain the SEZ approval:
- Applicant to prepare and submit “Form F” to the D.C via SEZ portal (https://www.sezonline-ndml.co.in/)
- The hard copy of Form F along with documents inter alia set out below in 3 (three) sets need to be submitted to D.C and GIFT SEZ authority.
- Demand Draft of INR 5,000/- in favour of Regional Pay and Accounts Officer Mumbai payable at Gandhidham;
- Detailed project report – inclusive of 5 years projection;
- Company/LLPs ID’s such as CoI and PAN Card;
- Memorandum of Association and Articles of Association/LLP Agreement;
- Board Resolution for setting up office in GIFT IFSC;
- List of Directors/Designated Partners and their respective ID and address proofs;
- Last 3 Years Income Tax return of the Company/LLP or Directors / Designated Partners;
- Brief presentation covering applicant’s profile and scope of activities to be carried out from GIFT IFSC.
- Affidavit in prescribed format
- Post submission of application the applicant’s authorised representative to attend Unit Approval Committee” (UAC) meeting headed by D.C and present proposed activity(ies).
- Upon satisfaction of UAC, the Letter of Approval (“LoA”) is issued by D.C in name of the applicant stating the terms and conditions.
What is the validity of the LoA issued by D.C?
The letter of approval is valid for period of 1 (one) year in order to implement the project and commence operations. If for valid reasons the applicant is not in position to commence operations, the D.C may grant extension for period not exceeding 2 (two) years.
Please note the LoA is valid for 5 (five) years from the date of commencement of operations by the unit.
What are the next steps once LoA is issued by D.C?
On receipt of LoA, the applicant needs to submit LoA acceptance letter within 45 days to D.C office and thereafter complete the following:
- Enter into a lease agreement with the Co-developer and copy of the registered lease deed need to be submitted to the office of the DC within 6 (Six) months of receipt of LoA
- Registration in SEZ online system;
- Open foreign currency account with a bank located in the IFSC and one in Indian rupee (SNRR account with bank located in domestic area of India) for all expenditure to be incurred in India at local level;
- Execute Bond cum Legal Undertaking with the D.C & Specified Officer, GIFT SEZ & submit the same to DC office.
- Obtain Eligibility Certificate from D.C.
- Obtain registrations like GST, Importer Exporter Code and Registration Cum Membership Certificate from Export Promotion Council for EOUS & SEZ Units
- Procurement of assets like Computers, servers, furniture etc
- Application for Electricity & Internet connections
Application for Identity Cards of employees from SEZ Customs
Pointer for the details to be covered in Project Report.
Below are few points to be considered for preparation of Project Report
- Background of the organization;
- Description of services offered in India & Abroad;
- Description of proposed Project (Project for setting up unit in SEZ);
- Revenue Projections i.e., Net Foreign Exchange Earnings projection for forthcoming Five Financial years;
- Description of Foreign Technical Collaboration, Marketing Collaboration (If Any, Nature of agreement, Duration of agreement, Payment to consultant); and
- Existing and proposed financing structure over a period of 5 years.
When to initiate the process of registration with IFSCA if the unit intends to carry notified financial service activity?
Once PLOA is issued by the SEZ Developer / Co-developer, the applicant can initiate the steps to obtain the certificate of registration from IFSCA as per the guidelines/regulations/rules/framework/circular issued with regards the intended financial service activity. The applicant can also file their SEZ application in parallel; however, the IFSCA registration will not be issued until the SEZ application has been approved.
What is the next step once IFSCA approval is obtained?
The unit need to ensure that the points mentioned in question no: 12 are completed along with necessary approval obtained from IFSCA. Thereafter, the applicant should raise invoice for export of services and intimate the date of first export of services as the date of Commencement of Operations to D.C and GIFT SEZ Developers, with a copy to IFSCA.
What are the monthly and annual compliances under for a unit under SEZ Act, 2005 / Guidelines / Rules?
The unit needs to make following compliances as set out in below table:
|Service Export Reporting Form (SERF)
|Every month before 5th
|Monthly Report of Investment & Employment
|Every month before 5th
|Annual Performance Report (APR)
|Before 30th September every year for previous financial year
Are Information Technology (“IT”) units and IFSC units allowed to operate from the GIFT SEZ?
Yes, IT companies and IFSC units can operate from GIFT SEZ. However, IT companies require approval from the Development Commissioner, Kandla - SEZ (“KASEZ”) only for starting its operation post SEZ approval. However, to carry out notified regulated financial services entities, i.e. banks, insurance companies etc. is required to obtain approval from GIFT SEZ and IFSCA.
What are the exemptions available to IFSC under the provisions of Company Act, 2013?
MCA on January 4, 2017, issued two notifications under Section 462 of CA 2013, granting certain exemptions and modifications to certain provisions of the to apply to IFSC units, below are few of the key exemptions provide both to IFSC private limited and public limited company:
- Unit which is subsidiary of foreign company the financial year of the subsidiary may be same as the financial year of its holding company and approval of NCLT is not required;
- 60 days to furnish details of its registered office of the company to the RoC from the date of its incorporation. It may be noted non-IFSC company are given only 30 days. This relaxation applies even for subsequent change of address of RO;
- Provision of section 42 (3) and (7) will not apply which means IFSC entity can float multiple private placement offers simultaneously and need not to wait for completion of earlier offer for floating a new private placement offer of securities and not required to file Form PAS 5 with RoC;
- In case of private placement of securities, IFSC entity is permitted to allot securities up to a period of 90 days from date of receipt of subscription amount whereas in case of non-IFSC entity, the timeline is 60 days from date of receipt of subscription amount.
- The timelines for charge registration have been significantly relaxed in case of IFSC company.
- Relaxation of timeline in filing the declaration of creation of beneficial interest: on receipt of declarations of creation of beneficial interest, the IFSC company is required to make a note of same and file it with the RoC within 60 days from the date of receipt of declarations;
- IFSC company are exempted from placing a copy of their annual return on the website (if any) of such company. Further, the web-link of such annual return not required to be disclosed in the Board's report of such company.
- As per Section 100, in case of non-IFSC company, EGMs are allowed to be conducted outside India only if the Indian company is a wholly owned subsidiary (WoS) of foreign entity, the IFSC company (irrespective of whether they are WoS of foreign entity or not) are allowed conduct EGMs at any place within or outside India by obtaining consent for the same from all the shareholders.
- Timeline to file certain resolutions (including special resolutions passed in general meetings) and agreements is extended up to 60 days;
- The provision of secretarial standards as notified by Institute of Company Secretaries of India for conducting board and shareholders meetings are not applicable to IFSC company;
- Relaxation on the Board’s report disclosures: IFSC company are not required to disclose information prescribed under Sec 134(3) in their Board’s report if such information already forms a part of the financial statements.
- Provisions related Corporate Social Responsibility are not applicable for a period of 5 years from the date of commencement of its business
- IFSC company can choose not to comply with internal audit requirements under CA 2013 through having an express provision to that effect in their articles of association of the company;
- Rotation of statutory auditors do not apply to IFSC company;
- The requirement of having atleast 1 resident director does not apply to IFSC company during the first financial year from the date of its incorporation and applies only from the subsequent financial years.
- Irrespective of whether the AoA provides for it or not, IFSC company can have on its board the nominee directors appointed by institution or company or body corporate as per any law or under an agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company;
- Intimation for change in board composition can be made within 60 days;
- Board meeting – The first board meeting can be conducted within a period of 60 days (instead of 30 days for non-IFSC company) from date of incorporation and IFSC company is required to conduct at least one Board meeting in each half of a calendar year.
- The Board can exercise the powers specified under Section 179(3) by way of circular resolution as well;
- The provision that impose restriction on a company making investment through not more than two layers of investment company. This does not apply to IFSC company.
- Restriction on the limit of investment/granting loans/guarantee/security and the need of obtaining shareholders’ approval on crossing threshold limit under Section 186(2) and the disclosure norms under Sec 186(3) will not apply to IFSC Company;
What is the process of setting up unit in DTA?
The applicant needs to identify an office space in DTA with the Developer / Co-Developer in DTA and after the agreement the Developer /Co-Developer shall provide a NoC and copy of Electricity Bill of the said premises as office space. Post which two-step process is followed for incorporation of LLP/Company:
- File an application for reservation of name; and
- Once the name is reserved, file a separate application under single form for obtaining DIN and filing incorporation documents.
Which entities are eligible for testing in the regulatory sandbox?
IFSCA has introduced a framework for “Regulatory Sandbox”. The Regulatory Sandbox shall operate within the IFSC located at GIFT City. Under this Sandbox framework, entities operating in the capital market, banking, insurance and financial services space shall be granted certain facilities and flexibilities to experiment with innovative FinTech solutions in a live environment with a limited set of real customers for a limited time frame. These features shall be fortified with necessary safeguards for investor protection and risk mitigation.
The following entities shall be eligible for testing in the regulatory sandbox:
- All entities registered with SEBI, RBI, IRDA, PFRDA
- All startups registered with Startup India
- Companies incorporated and registered in India
- Companies incorporated and regulated in Financial Action Task Force (FATF) compliant
- Individuals who are citizens of India
Individuals from FATF compliant jurisdictions
This FAQ is a copyright of Swift. These FAQs are general in nature and based on the laws, rules and regulations as on August 2023. No reader should act based on any statement contained herein without seeking professional advice. The authors and Swift expressly disclaim all and any liability to any person who has read this FAQs, or otherwise, in respect of anything, and of any consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this FAQs.