9911796707
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 ..... (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 established under the Securities and Exchange Board of India Act, 1992. (ii) The words and expressions u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anker 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) : Provided that if within 21 days from the date of submission of draft prospectus or letter of offer, SEBI specifies any changes to be made therein, the prospectus shall not be filed with the SEBI/Registrar of Companies unless ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 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 (i) above if it is issued in connection with an invitation to enter into an underwriting agreement with respect to the IDRs. (iii) The prospectus for subscription of IDRs of the issuing company which includes a statement purporting to be made by an expert shall not be circulated, issued or distributed in India or abroad unless ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 may extend to five thousand rupees for every day, during which the contravention continues. Repeal and savings 14. On the commencement of these rules, all rules, orders or directions in force in relation to any matter for which provisions are made in these rules shall stand repealed, except as respects things done or omitted to be done before such repeal. Power of Central Government to decide c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctors, 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 issue of IDRs. (6) Report (i) Report of the statutory auditor on the financial results and financial status of the company up to a period not being more than 120 days before the opening of the issue, wherever statutory audit is required under the law of the country in which the issuing company is incorporated; (ii) A report by domestic depository, as certified by an Accountant who is member of Institute of Chartered Accountants of India holding certificate of practice, upon profits or losses of the issuing company for each of the five financial years immediately preceding th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Signature :.......................... Name:.................................... Address:................................ .................................................. ................................................... Date: .................................................. Signature :.......................... Name:.................................... Address:................................ .................................................. ................................................... Date: .................................................. Signature :.......................... Name:.................................... Address:................................ .................................................. ................................................... Date: .................................................. Address, Name and Signature of witnesses: Name and Address Signature with date 1. 2. Instructions: 1. The nomination can be made by individuals only applying/holding IDRs on their own behalf singly or jointly. Non-individual including society, trust, body corporate, partnership firm, Karta of Hindu Undivided Family, holder of p ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
