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TMI BlogFramework for issue of Depository ReceiptsX X X X Extracts X X X X X X X X Extracts X X X X ..... ment 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 issue of DRs, if: (a) the Listed Company, any of its promoters, promoter group or dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncludes '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 Custodian, for the purpose of issue of DRs, pursuant to formal agreement(s) among the Listed Company and the Foreign De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 specified International Exchange shall meet the highest applicable level / standards for such listing by foreign issuers. Explanation: Exa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions 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, including its Beneficial Owner(s), shall ensure compliance with holding limits prescribed under Paragraph (2.19). 2.13. Listed Company shall, through a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or 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 Depository provides that the voting rights on Permissible Securities, if any, shall be exercised by the DR holder through the Foreign Depository pursuant to voting instruction on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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. Indian Depositories shall coordinate among themselves and with Domestic Custodian to disseminate: (a) the outstanding Permissible Securities against which the DRs are outstanding; and, (b) the limi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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