TaxTMI 
TaxTMI 
Framework for issue of Depository Receipts
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....014, Central Government notification dated September 18, 2019 and Central Government notification dated October 07, 2019. 2. In light of the aforesaid, only 'a company incorporated in India and listed on a Recognized Stock Exchange in India' ('Listed Company') may issue Permissible Securities or their holders may transfer Permissible Securities, for the purpose of issue of Depository Receipts ('DRs'), subject to compliance with the following requirements: Eligibility 2.1. Listed Company is in compliance with the requirements prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereof. 2.2. Listed company shall be eligible to issue Permissible Securities, for the purpose of....
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....sible jurisdiction on the back of permissible securities issued or transferred to a domestic custodian and includes 'global depository receipt' as defined in section 2(44) of the Companies Act, 2013. Explanation 3: For the purpose of this Circular 'Foreign Depository' means a person which: (a) is not prohibited from acquiring permissible securities; (b) is regulated in any of the Permissible Jurisdiction as defined in this Circular; and (c) has legal capacity to issue DRs in the Permissible Jurisdiction where issue of DRs is proposed. Explanation 4: For the purpose of this Circular, 'transfer of permissible securities by existing holders' means deposit of existing Permissible Securities of the Listed Company with a Domestic C....
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....sfer Permissible Securities of existing holders, for the purpose of issue of DRs, only in Permissible Jurisdictions and said DRs shall be listed on any of the specified International Exchange(s) of the Permissible Jurisdiction. Explanation 1: For the purpose of this Circular, 'Permissible Jurisdiction' shall mean jurisdictions as may be notified by the Central Government from time to time, pursuant to notification no. G.S.R. 669(E) dated September 18, 2019 in respect of sub-rule 1 of rule 9 of Prevention of Money-Laundering (Maintenance of Records) Rules, 2005. Explanation 2: For the purpose of this Circular 'International Exchange(s)' shall mean exchange(s) as may be notified by SEBI from time to time. 2.8. Listing of DRs on speci....
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....ady held by persons resident outside India, shall not exceed the limit on foreign holding of such Permissible Securities under the applicable regulations of FEMA: Provided that within the above limit, the maximum of aggregate of Permissible Securities which may be issued by the Listed Company or transferred by the existing holders, for the purpose of issue of DRs, shall be such that the Listed Company is able to ensure compliance with the minimum public shareholding requirement, after excluding the Permissible Securities held by the depository for the purpose of issue of DRs. 2.12. Listed Company shall ensure that the agreement entered with the Foreign Depository, for the purpose of issue of DRs, provides that the Permissible holder, ....
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....ts Beneficial Owner(s), satisfying the following conditions: (a) who is not a person resident in India; (b) who is not a Non-Resident Indian (NRI) Explanation 1: For the purpose of this Circular, 'Beneficial Owner' shall have the same meaning as provided in proviso to sub-rule 1 of rule 9 of Prevention of Money-Laundering (Maintenance of Records) Rules, 2005, as amended by the Central Government vide notification no. G.S.R. 669(E) dated September 18, 2019. Explanation 2: The Permissible holder, including its Beneficial Owner(s), shall be responsible for ensuring compliance with this requirement. Voting rights 2.16. Listed Company shall ensure that the agreement entered between the holder of DRs, the Listed Company and the ....
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....olio Investor belonging to same investor group shall not exceed the limit on foreign holding under the FEMA and applicable SEBI Regulations. For this purpose, Indian Depositories shall have necessary arrangement with the Domestic Custodian and / or Foreign Depository. Explanation- For the purposes of Paragraph (2.19), the term 'investor group' shall have the meaning as prescribed to such term in the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 or amendments thereof. 2.20. Domestic Custodian shall maintain records in respect of, and report to, Indian depositories all transactions in the nature of issue and cancellation of depository receipts, for the purpose of monitoring limits. 2.21. India....