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Thursday, January 22, 2009

[IDR rules amended]Non residents can invest, if issuing company gets RBI approval & Can be redeemed after issue

G.S.R 35 (E) - Companies (Issue of Indian Depository Receipts) (Amendment) Rules, 2009 (Amendment of Companies (Issue of IDRs) Rules, 2004) - Click here for the amendment

IDRs issued by an issuing company may be purchased, possessed and transferred by a person other than a person resident in India [in addition to person resident in India as earlier] if such Issuing Company obtains specific approval from Reserve Bank of India in this regard or complies with any policy or guidelines that may be issued by RBI on the subject matter".

  • The words "Indian resident" wherever occurring shall be substitued with the words "holder of IDRs".
  • No letter of offer for issue of IDR, only prospectus shall be filed with SEBI.
  • IDRs may be redeemable into the underlying equity shares even before the expiry of the erstwhile one year period from the date of the issue of the IDRs.
  • Depository as per Depositories Act is not connected with the rules and hence the definition is deleted. The IDR rules is concerned only with the "Domestic Depository" which means custodian of securities registered with SEBI and authorised by the issuing company to issue IDR.

The new definition of "Overseas Custodian Bank": Overseas Custodian Bank means a banking company which is established in a country outside India and which acts as custodian for the equity shares of Issuing Company, against which IDRs are proposed to be issued by having a custodial arrangement or agreement with the Domestic Depository or by establishing a place of business in India.".

The existing "Continuous Disclosure Requirements" such as issuer company to get certificate from Chartered Accountant about utilization of funds and its variation from the projections of utilization of funds 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 is dispensed with. Continuous Disclosure Requirements may be prescribed by SEBI.

There are following amendments in the Schedule,
Where the law of a country, in which the Issuing company is incorporated, requires annual statutory audit of the accounts of the Issuing company, a report by the statutory auditor of the Issuing company, in such form as may be prescribed by SEBI on -
(A) the audited financial statements and financial status of the Issuing Company in respect of 3 financial years immediately preceding the date of prospectus, and
(B) the financial status of the company for the period between the last date of the period for which latest audited financial statements are made and the date of prospectus:
Provided that in case of an Issuing Company which is a foreign bank incorporated outside India and which is regulated by a Central Bank which, in turn, is a member of Bank for International Settlements, the requirement under this paragraph, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of prospectus shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor.

Where the law of the country, in which the Issuing company is incorporated, does not require annual statutory audit of the accounts of the Issuing company, a report, in such form as may be specified by SEBI, certified by a Chartered Accountant in practice within the terms and meaning of the Chartered Accountant Act, 1949 on -
(A) the financial affairs of the Issuing Company, in particular on the profits and losses for each of the 3 financial years immediately preceding the date of prospectus and upon the
assets and liabilities of the Issuing Company and
(B) the financial status of the company for the period between the last date of the period for which the latest financial statements are made and the date of prospectus.

Further in both the cases, the gap between date of opening of issue and date of reports under the said subparagraphs shall not exceed 120 days.

Understand or read about IDR in http://yehseeyes.blogspot.com/2008/09/sebi-idrlets-learn-indian-depository.html

Thats it, enjoy reading http://www.mca.gov.in/MinistryWebsite/dca/notification/pdf/GSR35(E)_20jan2009.pdf

CS Updatin...

See Yes -> Yes, ACS

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