TMI BlogCompanies (Issue of Indian Depository Receipts) Rules, 2004X X X X Extracts X X X X X X X X Extracts X X X X ..... lause ( 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 such business in India; ( h ) SEBI means the Securities and Exchange Board of India e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... corporation 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 the resolution of the Board by which it was approved, with the SEBI and Registrar of Companies, New Delhi, before such issue. ( b ) The draft prospectus or draft letter of offer shall be filed with SEBI, through the merchant banker, at least 21 days prior to the filing under clause ( a ) : ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ered 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 signed by all the whole-time directors of the issuing company and by the Chief Accounts Officer. 8. Conditions for the issue of prospectus and application ( i ) No application form for the securities of the issuing company shall be issued unless the form is accompanied by a memorandum containing the salient features of prospectus in the specified form. ( ii ) An application form can be issued without the memorandum as specified in clause ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 between the issuing company and the Domestic Depository, the Domestic Depository shall distribute them to the IDR holders in proportion to their holdings of IDRs. Penalty 13. If a company or any other person contravenes any provision of these rules for which no punishment is provided in the Act, the company and every officer of the company who is in default or such other person shall be punishable with the fine which may extend to twice the amount of the IDR issue and where the contravention is a continuing one, with a further fine which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efits 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 and complete address(es) of Directors, Manager, Managing Director or other principal officers of the company); ( v ) Location of the project, if any; ( vi ) Details of plant and machinery, infrastructure facilities, technology etc., where applicable; ( vii ) Schedule of implementation of project and progress made so far, if applicable; ( viii ) Nature of product(s), consumer(s), industrial users; ( ix ) Particulars of legal, financial and other defaults, if any; ( x ) Risk factors to the issue as perceived; and ( xi ) Consent of merchant bankers, overseas custodian bank, the domestic depository and all other intermediaries associated with the iss ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of Birth* ......................................... *(to be furnished in case the nominee is a minor) **The nominee is a minor whose guardian is...................................(name and address) ............................................................................................................................................ ............................................................................................................................................ ............................................................................................................................................ **To be deleted if not applicable) Signature :.......................... Name:.................................... Address:................................ .................................................. ................................................... Date: .................................................. Signature :.......................... Name:.................................... Address:................................ .................................................. ................................................... ..... X X X X Extracts X X X X X X X X Extracts X X X X
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