TaxTMI 
TaxTMI 
Companies (Issue of Indian Depository Receipts) Rules, 2004
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.... "Depository" means a depository as defined in clause (e) of sub-section (1) of section 2 of Depositories Act, 1996; (c) "Domestic Depository" means custodian of securities registered with the Securities and Exchange Board of India, hereinafter referred to as SEBI and authorised by the issuing company to issue Indian Depository Receipts; (d) "Indian Depository Receipt" (hereinafter referred to as "IDR") means any instrument in the form of a depository receipt created by Domestic Depository in India against the underlying equity shares of issuing company; (e) "Issuing company" mans a company incorporated outside India, making an issue of IDRs through a domestic depository; (f) "Merchant Banker" means a Merchant Banker as defined in clause (e) of rule 2 of SEBI (Merchant Bankers) Rules, 1992; (g) "Overseas Custodian Bank" means a banking company which is established in a country outside India and has a place of business in India and acts as custodian for the equity shares of issuing company against which IDRs are proposed to be issued after having obtained permission from Ministry of Finance for doing suc....
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.... for such further information, and explanations, as may be necessary, for disposal of such application. (d) The issuing company shall obtain the necessary approvals or exemption from the appropriate authorities from the country of its incorporation under the relevant laws relating to issue of capital, where required. (e) The issuing company shall appoint an overseas custodian bank, a domestic depository and a merchant banker for the purpose of issue of IDRs. (f) The issuing company shall deliver the underlying equity shares or cause them to be delivered to an Overseas Custodian Bank and the said bank shall authorize the domestic depository to issue IDRs. (g) The issuing company shall file through a merchant banker or the domestic depository a due diligence report with the Registrar and with SEBI in the form specified. (ii) (a) The issuing company shall, through a merchant Banker file a prospectus or letter of offer certified by two authorized signatories of the issuing company, one of whom shall be a whole-time director and other the Chief Accounts Officer, stating the particulars of t....
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....a where the said instrument, enactments or provision or copies thereof are available for public inspection, and if these are not in English, a translation thereof certified by a responsible officer of the issuing company shall be kept for public inspection; (e) a certified copy of the certificate of incorporation of the issuing company in the country in which it is incorporated; (f) copies of the agreements entered into between the issuing company, the overseas custodian bank, the domestic depository, which shall inter alia specify the rights to be passed on to the IDR holders; (g) if any document or any portion thereof required to be filed with the SEBI/Registrar of Companies is not in English language, a translation of that document or portion thereof in English, certified by a responsible officer of the company to be correct and attested by an authorised officer of the Embassy or Consulate of that country in India, shall be attached to each copy of the document. (ii) The prospectus to be filed with the SEBI and Registrar under clause (ii) of rule 5 shall contain the particulars as prescribed in Schedule and shall be....
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....an resident, or being transferred in the books of issuing company in the name of Indian resident and a copy of such request shall be sent to the issuing company for information. (iii) A holder of IDRs may, at any time, nominate a person to whom his IDRs shall vest in the event of his death and Form No. 1 annexed to these rules may be used for this purpose. 11. Continuous Disclosure Requirements (i) The issuing company shall furnish to the Overseas Custodian Bank and Domestic Depository, a certificate obtained by it from the statutory auditor of the company or a Chartered Accountant about utilization of funds and its variation from the projections of utilization of funds made in the prospectus, if any, in quarterly intervals and shall also publish it or cause to be published in one of the English language newspapers having wide circulation in India. (ii) The quarterly audited financial results should be prepared and published in newspapers in the manner specified by the listing conditions. Distribution of corporate benefits 12. On the receipt of dividend or other corporate action on the IDRs as specified in the agreements betwe....
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....ame and address of the bank and the nature and number of the account to which the amount shall be credited; (xii) The details of proposed utilisation of the proceeds of the IDR issue. (2) Capital Structure of the Company Authorised, issued, subscribed and paid-up capital of the issuing company. (3) Terms of the issue (i) Rights of the IDR holders against the underlying securities; (ii) Details of availability of prospectus and forms, i.e., date, time, place etc.; (iii) Amount and mode of payment seeking issue of IDRs; and (iv) Any special tax benefits for the issuing company and holders of IDRs in India. (4) Particulars of Issue (i) Objects of the issue; (ii) Cost of the project, if any; and (iii) Means of financing the projects, if any including contribution by promoters. (5) Company, Management and Project (i) Main object, history and present business of the company; (ii) Promoters and their background; (iii) Subsidiaries of the company, if any; (iv) Particulars of the Management/Board (i.e., Name an....
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....ule 10(iii)) Nomination Form (to be filled in by individual(s) applying singly or jointly) I/We.................................and...................................and....................................the holders of IDRs bearing number(s)............... ........................................of M/s............... wish to make a nomination and do hereby nominate the following person(s) in whom all rights of transfer and/or amount payable in respect of IDRs shall vest in the event of my or our death. Name(s) and address(es) of nominee(s) Name:.................................... Address:................................ .................................................. ................................................... Date of Birth* ......................................... *(to be furnished in case the nominee is a minor) **The nominee is a minor whose guardian is...................................(name and address) ............................................................................................................................................ .....................................................................................