TaxTMI 
TaxTMI 
Format for quarterly holding pattern, disclosure norms for corporate governance report and manner for compliance with two-way fungibility of Indian Depository Receipts (IDRs)
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....e Requirements) Regulations, 2015 ("Listing Regulations"), listed entity shall file with the stock exchange the Indian Depository Receipt (IDR) holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by SEBI. Accordingly, the listed entity that has issued IDRs shall file the holding pattern with the stock exchanges as per Annexure I. 2. Further, sub regulation (1) of regulation 72 of Listing Regulations requires the listed entity to comply with the corporate governance provisions as applicable in its home country and other jurisdictions in which its equity shares are listed and sub regulation (2) of regulation 72 requires such a listed entity to submit to the stock exchange, a comparative anal....
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.... of this circular to the notice of Listed Entity and also to disseminate the same on its website. This circular shall come into force with effect from 90 days of notifications of regulations i.e. September 02, 2015. 7. This circular is issued under regulations 69, 72 and 76 read with regulation 101(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 8. This circular is available on SEBI website at www.sebi.gov.in under the categories "Legal Framework" and "Continuous Disclosure Requirements". Yours faithfully, Harini S Balaji General Manager +91-22-26449372 [email protected] ANNEXURE I FORMAT FOR HOLDING PATTERN OF IDRs [See Regulation 69(1)] Distribution of IDR holdi....
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....ed for IDRs redeemed into underlying equity shares ("Headroom") A. GUIDELINES FOR FUNGIBILITY OF FUTURE IDR ISSUANCE 3. IDRs shall not be redeemable into underlying equity shares before the expiry of one year period from the date of listing of IDRs. 4. After completion of one year period from the date of listing of IDRs, the issuer shall, provide two-way fungibility of IDRs. 5. IDR fungibility shall be provided on a continuous basis. 6. The issuer shall provide said fungibility to IDR holders in any of the following ways: (a) converting IDRs into underlying shares; or (b) converting IDRs into underlying shares and selling the underlying shares in the foreign market where the shares of the issuer are listed and providing the sale pr....
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....ow provided that the same is disclosed in accordance with sub-clause 20 below. 11. The mode of fungibility: The issuer shall provide the said fungibility to IDR holders in any of the following ways: (a) converting IDRs into underlying shares; or (b) converting IDRs into underlying shares and selling the underlying shares in the foreign market where the shares of the Issuer are listed and providing the sale proceeds to the IDR holders; or (c) both the above options may be provided to IDR holders. 12. The periodicity for IDR fungibility shall be at least once every quarter. The fungibility window shall remain open for the period of at least seven days. 13. Provided that the option once exercised and disclosed by the issuer to public ....
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.... bids the balance IDRs shall be transferred back to the account of applicant. The issuer shall take necessary steps to provide underlying shares or cash as per the choice made under sub-clause 11 above. 18. The Issuer may receive requests from the holders of underlying shares and convert these into IDRs subject to the Headroom available with respect to the number of IDRs originally issued subject to the guidelines prescribed by RBI from time to time. 19. In case of option of converting IDRs into underlying shares and providing the sale proceeds to the IDR holders, the issuer shall disclose the range of fixed/variable costs in percentage terms upfront and all the cost together shall not exceed 5% of the sale proceeds. 20. Available Headro....