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Financing through Global Depository Receipt route by Indian
Companies
Paritosh Dhondiyal Pallav Chatterjee
paritosh_dhondiyal@rediffmail.com pallav8nitr@gmail.com
+919045005985 +917276698970
Abstract: Capital financing through depository receipts route by Indian Corporates has seen
different trends due to various pros and cons, government policies in India. The study is done
to understand the basic concepts of depository receipts like depository receipts mechanism,
history, advantages and disadvantages, DR ratio, types of depository receipts roles and
responsibilities of different entities during a GDR program, definition of significant
beneficial owner in case of GDR etc. Basic analysis of different sectors of Indian economy is
done by using basic statistical tools and tables and the conclusion of study reveals decline of
depository receipts in India since 2008, dependence on UK, US and German Economy for
depository receipts. Sector specific conclusion of Indian economy utilising depository
receipts as a financing tool is also drawn by this study.
Keyword: GDR, ADR, SBO , DR ratio, DR Program
Introduction: As a capital financing tool depository receipts had played key role as an
option to different corporates across the globe. Indian corporates have also utilised this tool
historically .Hence it is necessary to have a basic understanding of the concepts of depository
receipts for any individual /organisation as an investor as well as beneficiary. Depository
receipts like ADR/GDR were introduced by different countries and India had also introduced
equivalent IDRs. Process of issuing GDR is complex with multiple roles and responsibilities
of various entieties like brokers, bankers, custodians, lawyers, depository etc. There are many
types of depository receipts like sponsored and unsponsored depository. The issue of
GDRs/FCCBs requires the approval of a Board of Directors, shareholders, Ministry of
Finance, Reserve Bank of India, In-principle consent of Stock Exchange for listing of
underlying shares and In-principle consent of financial institutions. GDRs as a financing tool
have both advantages as well as disadvantages. Indian corporates have utilised this financing
tool however with time since 2008 the trend is declining. Companies operating in different
sectors of Indian Economy have also utilised this tool. This paper intends to describe the key
concepts, rules and regulations in India associated with depository receipts. The basic study
also unearths usage pattern of GDRs/ADRs by different sectors of Indian economy as a
conclusion followed by recommendations
Objective: The study aims at following
 The main objective is to understand Global depository receipts concept
 Analysis of different sectors of Indian economy using GDR /ADR as a tool for
financing
Scope: The study is based upon the data available in public domain
Review of Literature: Capital Financing is one of the tough activity for any firm. The world
saw emergence of equity shares as a tool for capital financing where each shareholder was
the owner of the company limited to the no. of holding shares. However this had limitation as
only the citizens of one country could participate in the growth of economy through various
stock exchanges operating in the countries. As the world economies became global, there was
a need of mechanism such that companies can fund the capital requirements globally. There
was also a need identified by investors to invest in companies outside their home countries.
American Depository receipts were introduced in April 1927 by investment Bank J.P
Morgan for a UK firm Selfridges Provincial Stores (Selfridges plc). [1]. This was in response
to law passed by Britain that prohibited listing of shares outside UK. The ADR was listed in
in New York Curb Exchange.
In 1985 many novelties were brought in by US Securities and Exchange commission that
led to emergence of DR instruments. There different levels of DR programs were introduced
to revive the ADR market. In April 1990 , rule 144A gave rise to private placement
depository receipts , that could be utilised by any qualified institutional buyers (QIB).This
became instant success and is frequently employed today.
However the ADRS were originally constructed solely for American Investors, investing
in companies outside America. This popularity of ADR as a instrument lead to Development
of GDR, EDR, IDR in other parts of the world.1989 Saw the greatest development of DRs.
Citibank introduced the first Global Depository Receipt in 1990 , where a Korean trading
Company Samsung corporation intended to raise equity capital in US as well as Europe. The
GDR allowed Samsung to raise the capital through one security simultaneously in US and
Europe.
In 19993 LM Ericsson of Sweden raised capital through ADDs that were offered to holders
of equity shares and DR holders. These were convertible debentures that could be converted
to equity shares or DRs. Daimler Benz AG from Germany was the first company from
Europe to establish a Singapore depository program (SDRs) in May 1994. [2]
In year 2000, section 605A of Companies act 1956 was introduced as a first step to give
foreign companies access to raise capital via the Indian Stock Market. In 2004 Indian
Depository Receipts (IDRs) , the counterparts of GDRs and ADRs were introduced through
Issue of Indian Depository Receipts rules , 2004. IDRs can be purchased by any person who
is resident in India as defined under FEMA. Minimum application amount in an IDR issue
shall be Rs. 20,000. [3].
As defined in Foreign Exchange Management (Transfer or issue of security by a Person
Resident outside India) Regulations 2017
“Depository Receipts means a foreign currency denominated instrument whether listed on an
international exchange or not, issued by a foreign depository in a permissible jurisdiction on
the back of eligible securities issued or transferred to that foreign depository and deposited
with a domestic custodian and includes ‘global depository receipt’ as defined in section 2(44)
of the Companies Act, 2013” [4].
As per Section 2(44) of the Companies Act, 2013, Global Depository Receipt (‘GDR’) means
any instrument in the form of a depository receipt by whatever name called, created by a
foreign depository outside India and authorised by a company making an issue of such
depository receipts
Process of issuing GDR by Indian Companies: This involves three basic steps
1. Indian company issuing equity shares in (Indian Currency) to an overseas bank,
through a domestic custodian bank
2. The domestic custodian bank acting as agent of overseas depository bank and keeping
equity shares in its custody.
3. The overseas depository bank issuing GDRs against the said equity shares to the
overseas investors (in foreign currency).
Flow chart of issuing GDR
Key Roles and Responsibilities in a GDR Program
In a GDR program the first step is appointing a team of advisors that includes investment
bankers, lawyers and accountants. A depository bank is also selected by the issuer to manage
the implementation of the DR program. . The depository bank also has the critical role of
liasioning among the various stakeholders to the transaction and remains integral to the long
term development of the GDR program. In due course the role of lawyers and accountants is
periodic reporting and general legal matters. Also Investment banker also will not be
involved in daily management of a GDR program .The depositary bank is the only
stakeholder to GDR transactions that is engaged on an end-to-end basis. [5]
Brokers
• Make GDRs available to qualifying Investors
Depositary
• Advise on GDR program structure
• Appoint local custodian
• Draft Deposit Agreement and
associated GDR documentation
• Coordinate with lawyers and
Investment bankers to ensure that all
Implementation steps are completed
• Prepare and issue GDRs at closing
• Facilitate ongoing issuance and
cancellation of GDRs
• Advise on investor relations strategy
Lawyers
• Advise on applicable securities laws
and related matters
• Advise on GDR program (legal)
structure
• Negotiate Deposit Agreement
• Prepare closing memorandum and
documentation
• Prepare exchange listing agreements
• Assist in the drafting of the offering
circular
• Prepare and deliver legal opinions
Depository Receipt scheme 2014:
The Ministry of Finance, on October 21 , 2014, notified the Depository Receipts Scheme,
2014, amending and repealing the issue of Foreign Currency Convertible Bonds and
Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, to the extent
applicable to the issuance of depository receipts. The Scheme was implemented, pursuant to
the recommendations of the Sahoo committee to Review the FCCBs and Ordinary Shares
(Mechanism) Scheme, 1993, with a view to increase participation by Indian companies in
overseas financial markets and to facilitate raising of capital from global investors. The
Scheme, governing the issue depository receipts, came into force from December 15, 2014.
Depository Receipts are generally classified as under:
Sponsored
A sponsored issue of depository receipts is based on a stock agreement, between the foreign
depository and the issuer of securities for the creation of the depository receipts. The
sponsored depository receipts can be further classified as:
Capital Raising: The Indian issuer deposits the freshly issued securities with the domestic
custodian. On the basis of such deposit, the foreign depository then creates/issues depository
receipts abroad for sale to global investors. This constitutes a capital raising exercise, as the
proceeds of the sale of depository receipts eventually go to the Indian issuer.
Investment Bankers
• Lead underwriting process
• Establish syndicate of participating
banks
• Advise on capital structure
• Advise on GDR program structure
• Obtain securities identification codes
• Obtain electronic depository eligibility
for the GDRs
• Coordinate road show
• Price and launch GDR offering
Accountants
• Prepare financial statements in
accordance with relevant international
accounting standards
• Review and audit offering circular
financial disclosure
Non-Capital Raising: In a non-capital raising issue, no fresh underlying securities are issued.
Rather, the issuer gets holders of its existing securities to deposit these securities with a
domestic custodian, so that depository receipts can be issued abroad by the foreign
depository. This is not a capital raising exercise for the Indian issuer, as the proceeds from
the sale of the depository receipts go to the holders of underlying securities.
Unsponsored
Where there is no stock agreement between the foreign depository and the Indian issuer, any
person, without any involvement of the issuer, may deposit the securities with a domestic
custodian in India. A foreign depository then issues depository receipts abroad on the back of
such deposited underlying securities. The proceeds from the sale of such depository receipts
go to the holders of the underlying securities. Based on whether a depository receipt is traded
in an organised market or in the Over the Counter ("OTC") market, the depository receipts
can be classified as listed or unlisted.
Listed: Listed depository receipts are traded on stock exchanges.
Unlisted: The unlisted depository receipts are those which are inter-traded between parties
and where such depository receipts are not listed on any stock exchanges
[6] describes DR Programs as below,
Voting Rights of GDR holders as per Company Act:
As per the Rule 6 of the Companies (Issue of Global Depository Receipts) Rules, 2014:
(1) A holder of depository receipts may become a member of the company and shall be
entitled to vote as such only on conversion of the depository receipts into underlying shares
after following the procedure provided in the Scheme and provisions of Company Act, 2013.
(2) Until the conversion of depository receipts, the overseas depository shall be entitled to vote
on behalf of the holders of depository receipts in accordance with the provisions of the
agreement entered into between the depository, holders of depository receipts and the
company in this regard.
Significant Beneficial Owner in case of GDR: As per the SBO Rules notified by MCA,
GDR holders will be considered as SBO, if any individual through GDR is able to:
 get more than 10% of distributable dividend; or
• exercise 10% of voting rights based on the instruction given to the depository or on
conversion of GDRs into shares;
• hold 10% of the equity shares in the company on conversion.
There is a legal right for the GDR holders in Euroclear and Clearstream to remain anonymous
if they wish to
do so. In many
cases the GDR
holders choose
to withhold
their identity.
GDR holders
with shares
held in
Euroclear and
Clearstream
have their
anonymity
protected by
the laws of
Brussels and
Luxembourg
respectively.
Therefore,
reporting
company
cannot
identify the GDR holders, especially the ones issued under the erstwhile scheme i.e. FCCBs
and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993. It was also
suggested in the Sahoo Committee Report that issuances should be made in FATF complaint
jurisdictions as FATF recommendations prohibit financial institutions from keeping
anonymous accounts.
Accordingly, reporting companies will be required to seek information in Form BEN 4
through the depository bank in order to comply with SBO Rules if the quantum of GDR is
10% or more of the shares of the reporting company.
Approvals for GDR/ADR
The issue of GDRs/FCCBs requires the approval of a Board of Directors, shareholders, "In
principle and Final" approval of Ministry of Finance, approval of Reserve Bank of India, In-
principle consent of Stock Exchange for listing of underlying shares and In-principle consent
of Financial institutions.
Approval of Board of Directors
A meeting of Board of Directors is required to be held for approving the proposal to raise
money from Euro Capital market. A board resolution is to be passed to approve the raising of
finance by issue of GDRs/FCCBs. The resolution should indicate therein specific purposes
for which funds are required, quantum of the issue, country in which issue is to be launched,
time of the issue etc. A director/Sub- Committee of Board of Directors is also to be
authorised for seeking Government approval in connection with Euro issue and signing
agreements with depository, organising road shows for fixation of price of GDRs. The Board
meeting shall also decide and approve the notice of Extraordinary general meeting of
shareholders at which special resolution is to be considered.
Approval of Shareholders
Proposal for making Euro issue, as proposed by Board of Directors require approval of
shareholders. A special resolution under Section 62 of the Companies Act, 2013 is required to
be passed at a duly convened general meeting of the shareholders of the company.
Approval of Ministry of Finance — "In Principle and Final"
In case of FCCB issue exceeding US $ 100 million, the company needs to apply to Ministry
of Finance for approval.
With respect to ADR/GDR, guidelines issued on the subject dated 19-1-2000 brought
ADR/GDR under the automatic route and therefore the requirement of obtaining approval of
Ministry of Finance, Department of Economic Affairs has been dispersed with.
Further, private placement of ADR/GDR will also not require prior approval provided the
issue is managed by investment banker.
Procedure for Getting Approval
Where the approval is required, the following procedure is required to be followed:
An eligible issuing company shall make an application to the Government of India, Ministry
of Finance, Deptt. of Economic Affairs, New Delhi, for obtaining 'In-principle' approval.
The application should set out in detail the following points:
(a) Proposed project or expansion or diversification programme with details of cost of project
and means of financing.
(b) The proposed security viz. Global Depository Receipts (GDRs) or American Depository
Receipts (ADRs) against underlying shares or Foreign Currency Convertible Bonds.
(c) In the case of Bonds, particulars of redemption period, rate of interest, time of conversion
of bonds to equity shares of the company, price at which such conversion will take place.
(d) In the case of GDRs/ADRs, the price at which the equity shares will be issued.
Justification for the foreign issue.
(f) Other details about the company such as management, financial date, capacity and its
utilisation, financial results and management ratios, statutory liabilities, default in respect of
interest/instalments, of loans from Banks/Financial Institutions. Exports and imports and
salient features of the prospective corporate plans and diversification proposals with special
reference to foreign exchange requirements.
The Government of India will, if satisfied with the company's proposals, issue an approval in
principle granting permission to the company to mobilise foreign currency resources for a
specified amount.
On completion of finalisation of issue structure in consultation with the Lead Manager to the
issue, the company should obtain the final approval from the Government.
However, in some cases Foreign Investment Promotion Board (FIPB) clearance is necessary
before final approval is given by the Finance Ministry.
Both 'in principle and final' approvals are valid for 3 months respectively from the date of
issue.
Approval of Reserve Bank of India
The issuer company has to obtain approvals from Reserve Bank of India under circumstances
specified under the guidelines issued by the concerned authorities from time to time.
RBI vide its press release dated January 20, 2000 granted general permissions to make an
international offering of rupee denominated equity shares of the company by way of issue of
ADR/GDR.
FCCB covered under the automatic route requires no RBI approval. FCCB issue which
exceeds USD 50 million but does not exceed USD 100 million need to apply to RBI.
In-principle consent of Stock Exchanges for listing of underlying shares
The issuing company has to make a request to the domestic stock exchange for in-principle
consent for listing of underlying shares which shall be lying in the custody of domestic
custodian. These shares, when released by the custodian after cancellation of GDR, are traded
on Indian stock exchanges like any other equity shares.
In-principle consent of Financial Institutions
Where term loans have been obtained by the company from the financial institutions, the
agreement relating to the loan contains a stipulation that the consent of the financial
institution has to be obtained. The company must obtain in-principle consent on the broad
terms of the proposed issue.
Characteristics of Global Depository Receipt:
 GDRs are issued to investors in many countries and may be denominated in any freely
convertible currency.
 Depository bank issues the GDR (not the issuing company) which means in the books of the
company depository bank acts as a shareholder, therefore the holder of GDR actually does
not have any voting right .The voting rights is with issuing bank.
 Underlying shares of GDR are denominated in INR although GDR is traded in foreign
currency. Hence it is exposed to exchange risk.
 GDR holder can cancel GDR and arrange sale of the underlying shares in domestic market if
the international price is less than the corresponding domestic price. However this provision
can be applied after cooling off period of 45 days from the date of issue.
 GDR holders enjoy all rights like bonus, dividends etc. that are available to equity
shareholders.
 The funds acquired by company through GDR issue can only be used for any normal
business activity, but cannot be used for trading in real states or international securities.
Advantages of GDR:
 GDRs, allow investors to invest abroad without worrying about foreign trading practices,
different laws, accounting rules, or cross-border transactions. GDRs also allows voting rights
and other rights like equity shareholders.
 It gives access to companies to global investors and vise a versa
 Other benefits include easier trading, the payment of dividends in the GDR currency, which
is usually the United States dollar (USD), and corporate notifications, such as shareholders’
meetings and rights offerings.
 It allows institutional investors to invest via GDR in foreign companies that might be
prohibited by law of land.
 The main benefit to GDR issuance to the company is increased visibility in the target markets,
which usually garners increased research coverage in the new markets; a larger and more
diverse shareholder base; and the ability to raise more capital in international markets.
 GDRs offer the opportunity to broaden the company's base of shareholders and to raise
additional capital. This can be very important to companies in emerging markets that are
seeking to take advantage of opportunities for rapid growth.
Disadvantages of GDR:
 GDRs is susceptible to Foreign exchange fluctuations
 The local intermediator adds a premium to actual value of equity share
 Expensive source of finance and time consuming
Trend of ADR/GDR issued by Indian
Corporates
While international investors continue to look for
global avenues for portfolio diversification —
something that the DRs issued by Indian
companies tapped into during the period preceding
the global financial crisis — the Indian
corporations’ appetite for DR issuances seems to
have ebbed in more recent years. So much so, that
no new ADRs or GDRs were issued by Indian
companies in 2016-17 and 2017-18 (see Chart). [7]
In 2019 no GDR/ADR has been issued by Indian
Company in any of the stock exchange and only 3 GDR/ADR has been issued in 2019 by
Dish TV and Tube Investments that too were related to corporate restructuring activities of
the firms. There are two major reasons that has emerged out for reluctance to issue
GDR/ADR.
First, there was a nagging concern that many GDRs could have been an outcome of
conversion of unaccounted money returning to India through a legal route. Thus, Indian
regulators were often cagey about these instruments. In fact, in 2017, SEBI seemed to have
barred 19 firms from the securities markets in India for manipulation in issuances of GDR.
Second, domestic Qualified Institutional Placements (QIPs) have also emerged as a more
convenient and cheaper mechanism to raise capital, eating into the attractiveness of DRs.
China-based issuers raised a combined US$10.0 billion, according to Citi’s report, accounting
for 58% of the total DR capital raised in 2019 [8]
Researchmethodology:
The study has followed following steps
 Data collection : Following data is collected
 No. of Companies listed in NSE
 No. of companies issuing GDR/ADR
 Tabular chart of Nifty index companies with weightage
 Sector wise contribution of GDP in India
 Analysis and Observations
 Use of basic analysis tool usage to understand the industry participation in GDR
and observations on companies using GDR and ADRs as a financing tool
 Conclusion and Recommendations
Data Collection: Sector wise contribution of GDP in India [9]
List of Indian GDRs and ADRS [10]
S.No. Company Name Ticker Exchange Sector
1 Aditya Birla Capital - 144A ADIT Luxembourg Stock Exchange -Euro MTF Financial Services
2 Ambuja Cements - Reg. S -- Luxembourg Stock Exchange Construct.&Materials
3 Apollo Hospitals - Reg. S APHG Luxembourg Stock Exchange -Euro MTF HealthCareEquip.&Ser
4 Aptech (Lux Listed) - Reg. S -- Luxembourg Stock Exchange Software&ComputerSvc
5 Aqua Logistics - Reg. S -- Luxembourg Stock Exchange Support Services
6 Axis Bank - 144A AXBA London Stock Exchange Banks
7 Axis Bank - Reg. S AXB London Stock Exchange Banks
8 Bajaj Holdings & Investment - Reg S BAUD London Stock Exchange Automobiles & Parts
9 Bharat Forge - 144A -- Luxembourg Stock Exchange Indust.Metals&Mining
10 Bharat Hotels - Reg. S -- Luxembourg Stock Exchange Travel & Leisure
11 Bombay Dyeing & Manufacturing - Reg. S -- Luxembourg Stock Exchange Personal Goods
12 CG Power and Industrial Solutions-144A CGVA London Stock Exchange Electron.&ElectricEq
13 CG Power and Industrial Solutions-Reg. S CGVD London Stock Exchange Electron.&ElectricEq
14 Cipla - Reg. S CIPLG Luxembourg Stock Exchange -Euro MTF Pharma. & Biotech.
15 Dish TV India - Reg. S -- Luxembourg Stock Exchange Electron.&ElectricEq
16 Dish TV India - Reg. S DTVL London Stock Exchange - PSM Electron.&ElectricEq
17 Federal Bank - 144A FEDA London Stock Exchange Banks
18 Federal Bank - Reg. S FEDS London Stock Exchange Banks
19 Finolex Cables - 144A -- Luxembourg Stock Exchange Electron.&ElectricEq
20 GAIL India - 144A GAIA London Stock Exchange Oil & Gas Producers
21 GAIL India - Reg. S GAID London Stock Exchange Oil & Gas Producers
22 Grasim Industries - Reg. S -- Luxembourg Stock Exchange Construct.&Materials
23 Great Eastern Energy - Reg. S GEEC London Stock Exchange Mining
24 HDFC Bank - Reg. S -- Luxembourg Stock Exchange Banks
25 Hindalco Industries - 144A -- Luxembourg Stock Exchange Indust.Metals&Mining
26 Indiabulls Housing Finance - Reg. S -- Luxembourg Stock Exchange Financial Services
27 Indiabulls Real Estate - 144A -- Luxembourg Stock Exchange Real Estate Inv&Serv
28 Indiabulls Real Estate - Reg. S -- Luxembourg Stock Exchange Real Estate Inv&Serv
29 Indiabulls Securities - Reg. S -- Luxembourg Stock Exchange Financial Services
30 Indusind Bank - Reg. S IBL Luxembourg Stock Exchange -Euro MTF Banks
31 Industrial Investment Trust - Reg. S -- Luxembourg Stock Exchange Financial Services
32 ITC - Reg. S -- Luxembourg Stock Exchange Food Producers
33 Jindal Stainless (Hisar) - Reg. S -- Luxembourg Stock Exchange General Industrials
34 Jindal Stainless - Reg. S -- Luxembourg Stock Exchange Indust.Metals&Mining
35 Kesoram Industries - Reg. S -- Luxembourg Stock Exchange Construct.&Materials
36 Larsen & Toubro - Reg. S LTOD London Stock Exchange Construct.&Materials
37 LIC Housing Finance - Reg. S LICHS Luxembourg Stock Exchange -Euro MTF Financial Services
38 Mahindra & Mahindra - Reg. S MAHMG Luxembourg Stock Exchange -Euro MTF Industrial Engineer.
39 Mascon Global - Reg. S -- Luxembourg Stock Exchange Financial Services
40 NCC - Reg. S -- Luxembourg Stock Exchange Construct.&Materials
41 Nectar Lifesciences - Reg. S NLSC Luxembourg Stock Exchange -Euro MTF Pharma. & Biotech.
42 Noida Toll Bridge - Reg. S NTBC London Stock Exchange Industrial Engineer.
43 Orchid Chemicals & Pharmaceuticals - 144A OCPA London Stock Exchange HealthCareEquip.&Ser
44 Orchid Chemicals & Pharmaceuticals - Reg. S OCP London Stock Exchange HealthCareEquip.&Ser
45 Oriental Hotels - Reg. S -- Luxembourg Stock Exchange Travel & Leisure
46 Paisalo Digital Limited - Reg. S SEIN Luxembourg Stock Exchange -Euro MTF Financial Services
47 Panama Petrochem - Reg. S -- Luxembourg Stock Exchange Oil & Gas Producers
48 RattanIndia Infrastructure Limited - Reg. S -- Luxembourg Stock Exchange Industrial Engineer.
49 Raymond - Reg. S -- Luxembourg Stock Exchange HouseGoods&HomeConst
50 Reliance Capital - Reg. S -- Luxembourg Stock Exchange Financial Services
51 Reliance Communications - Reg. S -- Luxembourg Stock Exchange Mobile Telecom.
52 Reliance Industries - 144A RELIN Luxembourg Stock Exchange -Euro MTF Oil & Gas Producers
53 Reliance Infrastructure - 144A RIFA London Stock Exchange Electricity
54 Reliance Infrastructure - Reg. S RIFS London Stock Exchange Electricity
55 Reliance Power - Reg. S -- Luxembourg Stock Exchange Electricity
56 SEL Manufacturing - Reg. S SELMA Luxembourg Stock Exchange -Euro MTF Personal Goods
57 Southern Petrochemical Industries - 144A SPIC Luxembourg Stock Exchange -Euro MTF Chemicals
58 SREI Infrastructure Finance - 144A SRIA London Stock Exchange Financial Services
59 SREI Infrastructure Finance - Reg. S SRI London Stock Exchange Financial Services
60 State Bank of India - 144A SBIA London Stock Exchange Banks
61 State Bank of India - Reg. S SBID London Stock Exchange Banks
62 Steel Authority of India - 144A SAUA London Stock Exchange Indust.Metals&Mining
63 Steel Authority of India - Reg. S SAUD London Stock Exchange Indust.Metals&Mining
64 Subex - Reg. S SUBX London Stock Exchange Software&ComputerSvc
65 Suzlon Energy - Reg. S -- Luxembourg Stock Exchange Electron.&ElectricEq
66 Tata Global Beverages - 144A TGBA London Stock Exchange Beverages
67 Tata Global Beverages - Reg. S -- Luxembourg Stock Exchange Beverages
68 Tata Power - Reg. S -- Luxembourg Stock Exchange Electricity
69 Tata Power - Reg. S TPCL Luxembourg Stock Exchange -Euro MTF Electricity
70 Tata Steel - Reg. S TTST London Stock Exchange Indust.Metals&Mining
71 Tata Steel - Reg. S -- Luxembourg Stock Exchange Indust.Metals&Mining
72 Ultratech Cemco - 144A -- Luxembourg Stock Exchange Construct.&Materials
73 Ultratech Cemco - Reg. S -- Luxembourg Stock Exchange Construct.&Materials
74 Uniphos Enterprises - Reg. S -- Luxembourg Stock Exchange Chemicals
75 United Spirits - Reg. S -- Luxembourg Stock Exchange Beverages
76 UPL - Reg. S UPL Singapore Exchange Chemicals
77 Usha Martin - Reg. S -- Luxembourg Stock Exchange Fixed Line Telecom.
78 Usha Martin Education & Solutions - Reg. S -- Luxembourg Stock Exchange Software&ComputerSvc
79 Videocon Industries - Reg. S -- Luxembourg Stock Exchange Oil & Gas Producers
80 Wockhardt - Reg. S -- Luxembourg Stock Exchange Pharma. & Biotech.
81 Zee Learn - Reg. S -- Luxembourg Stock Exchange Personal Goods
As per MCA Out of the total number of 17.95 lakh registered companies, 6.11 lakh were
closed as on August 31, and 1,488 were classified as dormant. [11]
Tabular Chart of Nifty 50 Index Companies with weightage
Data analysis:
 From the data breakup of GDR listing
done in various stock exchange
Company Symbol Industry weightage
AXIS Bank Ltd. AXISBANK FINANCIAL SERVICES 3.35%
Bajaj Finance Ltd. BAJFINANCE FINANCIAL SERVICES 2.50%
Bajaj Finserv Ltd. BAJAJFINSV FINANCIAL SERVICES 1.18%
HDFC Bank Ltd. HDFCBANK FINANCIAL SERVICES 11.00%
Housing Development Finance Corporation Ltd. HDFC FINANCIAL SERVICES 8.11%
ICICI Bank Ltd. ICICIBANK FINANCIAL SERVICES 6.95%
IndusInd Bank Ltd. INDUSINDBK FINANCIAL SERVICES 1.44%
Kotak Mahindra Bank Ltd. KOTAKBANK FINANCIAL SERVICES 4.68%
State Bank Of India SBIN FINANCIAL SERVICES 2.51%
Yes Bank Ltd. YESBANK FINANCIAL SERVICES 0.17%
Bharat Petroleum Corp. Ltd. BPCL ENERGY 0.74%
GAIL (India) Ltd. GAIL ENERGY 0.42%
Indian Oil Corporation Ltd. IOC ENERGY 0.58%
NTPC Ltd. NTPC ENERGY 1.02%
Oil And Natural Gas Corporation Ltd. ONGC ENERGY 0.67%
Power Grid Corporation of India Ltd. POWERGRID ENERGY 0.92%
Reliance Industries Ltd. RELIANCE ENERGY 9.28%
HCL Technologies Ltd. HCLTECH IT 1.25%
Infosys Ltd. INFY IT 5.79%
Tata Consultancy Services Ltd. TCS IT 4.54%
Tech Mahindra Ltd. TECHM IT 0.99%
Wipro Ltd. WIPRO IT 0.71%
Asian Paints Ltd. ASIANPAINT CONSUMER GOODS 1.75%
Britannia Industries Ltd. BRITANNIA CONSUMER GOODS 0.76%
Hindustan Unilever Ltd. HINDUNILVR CONSUMER GOODS 3.36%
ITC Ltd. ITC CONSUMER GOODS 3.72%
Nestle India Ltd. NESTLEIND CONSUMER GOODS 1.22%
Titan Company Ltd. TITAN CONSUMER GOODS 1.13%
Bajaj Auto Ltd. BAJAJ-AUTO AUTOMOBILE 0.81%
Eicher Motors Ltd. EICHERMOT AUTOMOBILE 0.50%
Hero MotoCorp Ltd. HEROMOTOCO AUTOMOBILE 0.58%
Mahindra & Mahindra Ltd. M&M AUTOMOBILE 0.94%
Maruti Suzuki India Ltd. MARUTI AUTOMOBILE 1.80%
Tata Motors Ltd. TATAMOTORS AUTOMOBILE 0.50%
Larsen & Toubro Ltd. LT CONSTRUCTION 3.17%
Coal India Ltd. COALINDIA METALS 0.69%
Hindalco Industries Ltd. HINDALCO METALS 0.49%
JSW Steel Ltd. JSWSTEEL METALS 0.52%
Tata Steel Ltd. TATASTEEL METALS 0.62%
Vedanta Ltd. VEDL METALS 0.45%
Cipla Ltd. CIPLA PHARMA 0.44%
Dr. Reddy’s Laboratories Ltd. DRREDDY PHARMA 0.77%
Sun Pharmaceutical Industries Ltd. SUNPHARMA PHARMA 0.87%
Bharti Airtel Ltd. BHARTIARTL TELECOM 2.53%
Bharti Infratel Ltd. INFRATEL TELECOM 0.39%
Grasim Industries Ltd. GRASIM CEMENT & CEMENT PRODUCTS 0.59%
UltraTech Cement Ltd. ULTRACEMCO CEMENT & CEMENT PRODUCTS 1.03%
UPL Ltd. UPL FERTILISERS & PESTICIDES 0.62%
Adani Port and Special Economic Zone Ltd. ADANIPORTS SERVICES 0.57%
Zee Entertainment Enterprises Ltd. ZEEL MEDIA & ENTERTAINMENT 0.39%
The Pareto chart of Nifty contribution of different sectors is drawn
From Pareto top 4 sectors contributing to Nifty are financial services, Energy, IT and
consumer goods.
Tabulation of no. of companies from Tabulation of no. of companies from
different sectors issuing GDR is done different sectors issuing ADR is done
Observations:
 From the data of registered companies we can see almost negligible companies (%
.006 of registered) issue GDRs and ADRs.
 GDR issuance is dependent upon London and Luxemburg exchange (99%)
 For capital raising through GDR India is trailing as compared to China in the year
2019.
From Pareto of Nifty contributors and tabulation of GDRs we can see following
Sector Weightagecummulative weightage
FINANCIAL
SERVICES 41.89 41.89
ENERGY 13.63 55.52
IT 13.28 68.8
CONSUMER
GOODS 11.94 80.74
AUTOMOBILE 5.13 85.87
TELECOM 2.92 88.79
METALS 2.77 91.56
PHARMA 2.08 93.64
CEMENT &
CEMENT
PRODUCTS 1.62 95.26
FERTILISERS &
PESTICIDES 0.62 95.88
SERVICES 0.57 96.45
MEDIA &
ENTERTAINMENT
0.39 96.84
CONSTRUCTION
3.17 100.01
 Financial services that is contributing 41.89% to Nifty is having 18 companies issuing
GDR
 Energy sector that is second in Nifty contribution with 13.63 % is having 12
companies issuing GDR
 IT sector that is third in the Nifty contribution with 13.28% is having only 3
companies issuing GDR
 Consumer goods with 11.94% contribution to Nifty is having 12 companies issuing
GDR
From ADR tabulation and Pareto of Nifty contributors we can see following
 Financial services that is contributing 41.89% to Nifty is having 2 companies issuing
ADR
 Energy sector that is second in Nifty contribution with 13.63 % is having 1 companies
issuing ADR
 IT sector that is third in the Nifty contribution with 13.28% is having 3 companies
issuing ADR
 Consumer goods with 11.94% contribution to Nifty is having no company issuing
ADR
From Pareto of contribution of different sectors to Indian economy and GDR and ADR
tabulation we can see following
 Financial, real estate & prof services that contributes around 21% to Indian GDP 21
companies issues GDRs and 4 companies issues ADRs
 Trade, hotels, transport, communication and services related to broadcasting that
contributes to 18.6% of GDP 4 companies issues GDRs and 5 companies issues
ADRs
 Manufacturing sector contributing 16.83 % of GDP has 23 companies issuing GDRs
and 1 company issuing ADR
 Agriculture ,Forestry and Fishing sector that contributes around 15.9% to GDP has
only one company issuing GDR
Conclusion:
From the above analysis following conclusion can be made
 GDR/ADR issuance by Indian Corporates is decreasing since 2008
 Utilisation of financing options through GDRs and ADRs is very less by Indian
Companies (.006% of registered companies)
 Indian Companies are dependent on Germany , UK and US for issuance of
GDRs/ADRs
 Indian companies are highly dependent on Luxemburg and London Stock exchange as
far as GDR listing is concerned.
Top sectors contributing to Nifty has following pattern of GDRs/ADRs
 Financial services sector has more GDRs that ADRs which means it is less dependent
on US economy
 Energy sector is also less dependent on US economy as it is issuing more GDRs than
ADRs
 IT sector is more dependent on ADR than GDR that is why it is more dependent on
American Economy.
 Consumer goods are issuing more GDR than ADR and hence less Dependent on US
economy,
Top sectors contributing to Indian Economy (GDP) has following pattern of
GDRs/ADRs
 Financial , real state and service sector has more GDRs than ADRS which means it is
less dependent on American Economy
 Trade, hotels, transport, communication and services related to broadcasting are almost
equally dependent on US and other economies.
 Manufacturing sector uses more GDRs than ADRs but have scope to exploit this route
of financing
 Agriculture , forestry and fishing sector has very less ADRs and GDRs and has huge
scope in this category of financing
Recommendations:
Following are the recommendations:
 Indian companies to reduce dependence on Germany UK, and US and focus on other
economies like Japan for issuance of GDRs and ADRs
 IT sector to reduce the dependence on US economy by expanding issuance of GDRs
to other economies
 Agriculture, forestry and fishing sector to expand issuance of GDRs and ADRs to use
this as source of Financing.
 Further reasons to be researched to unearth reason of less GDRs and ADRS in
Agriculture and sector.
Bibliography
[1] "https://www.ukessays.com/essays/finance/history-and-definition-of-depository-receipts-
finance-essay.php,"[Online].
[2] D. K. a. M. .. S. NIRANJANA,"GLOBALDEPOSITORYRECEIPT,"VOLUVoMluEm-6e,I:S3S|U IsEs-
u9e,S: E11P T| ENMovBeEmRb-2e0r12071 •4 I S• SISNSNN oN o2 2272777 - -8 8116709,
2017.
[3] R. jain,"ProjectreportonDepositoryRecipts,Universityof Mumbai,"2017.
[4] C. V.N. a. C. N.Snehil,"Identificationof SBOsincase of GDRs," Vinod Kothariand Company
Publications, 2019.
[5] ValentinaChuang,AyedenDagg,Michael C.Morcom,GaneshA.Sarpotdar,"Global Depository
Receipt(GDRs):A premier,"Citibnak,2019.
[6] "CitibankInternational GuidetoAmericanDepositoryreceipt,"1995.
[7] "https://www.thehindubusinessline.com/opinion/how-to-revive-depository-receipts-
market/article30744488.ece#,"[Online].Available:
https://www.thehindubusinessline.com/opinion/how-to-revive-depository-receipts-
market/article30744488.ece#.
[8] "https://www.businesswire.com/news/home/20200211005037/en/China-Based-Issuers-Lead-
Depositary-Receipt-Capital-Raising,"[Online].Available:
https://www.businesswire.com/news/home/20200211005037/en/China-Based-Issuers-Lead-
Depositary-Receipt-Capital-Raising.
[9] "http://statisticstimes.com/economy/sectorwise-gdp-contribution-of-india.php,"[Online].
Available:http://statisticstimes.com/economy/sectorwise-gdp-contribution-of-india.php.
[10] "https://topforeignstocks.com/foreign-adrs-list/the-complete-list-of-indian-gdrs/,"15 feb
2019. [Online].Available:https://topforeignstocks.com/foreign-adrs-list/the-complete-list-of-
indian-gdrs/.
[11] "https://www.financialexpress.com/industry/mca-data-63-of-17-95-lakh-registered-
companies-in-india-active-in-august/1350518/," 2018. [Online].Available:
https://www.financialexpress.com/industry/mca-data-63-of-17-95-lakh-registered-companies-
in-india-active-in-august/1350518/.

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Financing through Global Depository Route by Indian Companies ( Authors : Paritosh Dhondiyal and Pallav Chatterjee)

  • 1. Financing through Global Depository Receipt route by Indian Companies Paritosh Dhondiyal Pallav Chatterjee paritosh_dhondiyal@rediffmail.com pallav8nitr@gmail.com +919045005985 +917276698970 Abstract: Capital financing through depository receipts route by Indian Corporates has seen different trends due to various pros and cons, government policies in India. The study is done to understand the basic concepts of depository receipts like depository receipts mechanism, history, advantages and disadvantages, DR ratio, types of depository receipts roles and responsibilities of different entities during a GDR program, definition of significant beneficial owner in case of GDR etc. Basic analysis of different sectors of Indian economy is done by using basic statistical tools and tables and the conclusion of study reveals decline of depository receipts in India since 2008, dependence on UK, US and German Economy for depository receipts. Sector specific conclusion of Indian economy utilising depository receipts as a financing tool is also drawn by this study. Keyword: GDR, ADR, SBO , DR ratio, DR Program Introduction: As a capital financing tool depository receipts had played key role as an option to different corporates across the globe. Indian corporates have also utilised this tool historically .Hence it is necessary to have a basic understanding of the concepts of depository receipts for any individual /organisation as an investor as well as beneficiary. Depository receipts like ADR/GDR were introduced by different countries and India had also introduced equivalent IDRs. Process of issuing GDR is complex with multiple roles and responsibilities of various entieties like brokers, bankers, custodians, lawyers, depository etc. There are many types of depository receipts like sponsored and unsponsored depository. The issue of GDRs/FCCBs requires the approval of a Board of Directors, shareholders, Ministry of Finance, Reserve Bank of India, In-principle consent of Stock Exchange for listing of underlying shares and In-principle consent of financial institutions. GDRs as a financing tool have both advantages as well as disadvantages. Indian corporates have utilised this financing tool however with time since 2008 the trend is declining. Companies operating in different sectors of Indian Economy have also utilised this tool. This paper intends to describe the key concepts, rules and regulations in India associated with depository receipts. The basic study also unearths usage pattern of GDRs/ADRs by different sectors of Indian economy as a conclusion followed by recommendations Objective: The study aims at following  The main objective is to understand Global depository receipts concept  Analysis of different sectors of Indian economy using GDR /ADR as a tool for financing Scope: The study is based upon the data available in public domain
  • 2. Review of Literature: Capital Financing is one of the tough activity for any firm. The world saw emergence of equity shares as a tool for capital financing where each shareholder was the owner of the company limited to the no. of holding shares. However this had limitation as only the citizens of one country could participate in the growth of economy through various stock exchanges operating in the countries. As the world economies became global, there was a need of mechanism such that companies can fund the capital requirements globally. There was also a need identified by investors to invest in companies outside their home countries. American Depository receipts were introduced in April 1927 by investment Bank J.P Morgan for a UK firm Selfridges Provincial Stores (Selfridges plc). [1]. This was in response to law passed by Britain that prohibited listing of shares outside UK. The ADR was listed in in New York Curb Exchange. In 1985 many novelties were brought in by US Securities and Exchange commission that led to emergence of DR instruments. There different levels of DR programs were introduced to revive the ADR market. In April 1990 , rule 144A gave rise to private placement depository receipts , that could be utilised by any qualified institutional buyers (QIB).This became instant success and is frequently employed today. However the ADRS were originally constructed solely for American Investors, investing in companies outside America. This popularity of ADR as a instrument lead to Development of GDR, EDR, IDR in other parts of the world.1989 Saw the greatest development of DRs. Citibank introduced the first Global Depository Receipt in 1990 , where a Korean trading Company Samsung corporation intended to raise equity capital in US as well as Europe. The GDR allowed Samsung to raise the capital through one security simultaneously in US and Europe. In 19993 LM Ericsson of Sweden raised capital through ADDs that were offered to holders of equity shares and DR holders. These were convertible debentures that could be converted to equity shares or DRs. Daimler Benz AG from Germany was the first company from Europe to establish a Singapore depository program (SDRs) in May 1994. [2] In year 2000, section 605A of Companies act 1956 was introduced as a first step to give foreign companies access to raise capital via the Indian Stock Market. In 2004 Indian Depository Receipts (IDRs) , the counterparts of GDRs and ADRs were introduced through Issue of Indian Depository Receipts rules , 2004. IDRs can be purchased by any person who is resident in India as defined under FEMA. Minimum application amount in an IDR issue shall be Rs. 20,000. [3]. As defined in Foreign Exchange Management (Transfer or issue of security by a Person Resident outside India) Regulations 2017 “Depository Receipts means a foreign currency denominated instrument whether listed on an international exchange or not, issued by a foreign depository in a permissible jurisdiction on the back of eligible securities issued or transferred to that foreign depository and deposited with a domestic custodian and includes ‘global depository receipt’ as defined in section 2(44) of the Companies Act, 2013” [4]. As per Section 2(44) of the Companies Act, 2013, Global Depository Receipt (‘GDR’) means any instrument in the form of a depository receipt by whatever name called, created by a
  • 3. foreign depository outside India and authorised by a company making an issue of such depository receipts Process of issuing GDR by Indian Companies: This involves three basic steps 1. Indian company issuing equity shares in (Indian Currency) to an overseas bank, through a domestic custodian bank 2. The domestic custodian bank acting as agent of overseas depository bank and keeping equity shares in its custody. 3. The overseas depository bank issuing GDRs against the said equity shares to the overseas investors (in foreign currency).
  • 4. Flow chart of issuing GDR Key Roles and Responsibilities in a GDR Program In a GDR program the first step is appointing a team of advisors that includes investment bankers, lawyers and accountants. A depository bank is also selected by the issuer to manage the implementation of the DR program. . The depository bank also has the critical role of liasioning among the various stakeholders to the transaction and remains integral to the long term development of the GDR program. In due course the role of lawyers and accountants is periodic reporting and general legal matters. Also Investment banker also will not be involved in daily management of a GDR program .The depositary bank is the only stakeholder to GDR transactions that is engaged on an end-to-end basis. [5] Brokers • Make GDRs available to qualifying Investors
  • 5. Depositary • Advise on GDR program structure • Appoint local custodian • Draft Deposit Agreement and associated GDR documentation • Coordinate with lawyers and Investment bankers to ensure that all Implementation steps are completed • Prepare and issue GDRs at closing • Facilitate ongoing issuance and cancellation of GDRs • Advise on investor relations strategy Lawyers • Advise on applicable securities laws and related matters • Advise on GDR program (legal) structure • Negotiate Deposit Agreement • Prepare closing memorandum and documentation • Prepare exchange listing agreements • Assist in the drafting of the offering circular • Prepare and deliver legal opinions Depository Receipt scheme 2014: The Ministry of Finance, on October 21 , 2014, notified the Depository Receipts Scheme, 2014, amending and repealing the issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, to the extent applicable to the issuance of depository receipts. The Scheme was implemented, pursuant to the recommendations of the Sahoo committee to Review the FCCBs and Ordinary Shares (Mechanism) Scheme, 1993, with a view to increase participation by Indian companies in overseas financial markets and to facilitate raising of capital from global investors. The Scheme, governing the issue depository receipts, came into force from December 15, 2014. Depository Receipts are generally classified as under: Sponsored A sponsored issue of depository receipts is based on a stock agreement, between the foreign depository and the issuer of securities for the creation of the depository receipts. The sponsored depository receipts can be further classified as: Capital Raising: The Indian issuer deposits the freshly issued securities with the domestic custodian. On the basis of such deposit, the foreign depository then creates/issues depository receipts abroad for sale to global investors. This constitutes a capital raising exercise, as the proceeds of the sale of depository receipts eventually go to the Indian issuer. Investment Bankers • Lead underwriting process • Establish syndicate of participating banks • Advise on capital structure • Advise on GDR program structure • Obtain securities identification codes • Obtain electronic depository eligibility for the GDRs • Coordinate road show • Price and launch GDR offering Accountants • Prepare financial statements in accordance with relevant international accounting standards • Review and audit offering circular financial disclosure
  • 6. Non-Capital Raising: In a non-capital raising issue, no fresh underlying securities are issued. Rather, the issuer gets holders of its existing securities to deposit these securities with a domestic custodian, so that depository receipts can be issued abroad by the foreign depository. This is not a capital raising exercise for the Indian issuer, as the proceeds from the sale of the depository receipts go to the holders of underlying securities. Unsponsored Where there is no stock agreement between the foreign depository and the Indian issuer, any person, without any involvement of the issuer, may deposit the securities with a domestic custodian in India. A foreign depository then issues depository receipts abroad on the back of such deposited underlying securities. The proceeds from the sale of such depository receipts go to the holders of the underlying securities. Based on whether a depository receipt is traded in an organised market or in the Over the Counter ("OTC") market, the depository receipts can be classified as listed or unlisted. Listed: Listed depository receipts are traded on stock exchanges. Unlisted: The unlisted depository receipts are those which are inter-traded between parties and where such depository receipts are not listed on any stock exchanges [6] describes DR Programs as below, Voting Rights of GDR holders as per Company Act:
  • 7. As per the Rule 6 of the Companies (Issue of Global Depository Receipts) Rules, 2014: (1) A holder of depository receipts may become a member of the company and shall be entitled to vote as such only on conversion of the depository receipts into underlying shares after following the procedure provided in the Scheme and provisions of Company Act, 2013. (2) Until the conversion of depository receipts, the overseas depository shall be entitled to vote on behalf of the holders of depository receipts in accordance with the provisions of the agreement entered into between the depository, holders of depository receipts and the company in this regard. Significant Beneficial Owner in case of GDR: As per the SBO Rules notified by MCA, GDR holders will be considered as SBO, if any individual through GDR is able to:  get more than 10% of distributable dividend; or • exercise 10% of voting rights based on the instruction given to the depository or on conversion of GDRs into shares; • hold 10% of the equity shares in the company on conversion. There is a legal right for the GDR holders in Euroclear and Clearstream to remain anonymous if they wish to do so. In many cases the GDR holders choose to withhold their identity. GDR holders with shares held in Euroclear and Clearstream have their anonymity protected by the laws of Brussels and Luxembourg respectively. Therefore, reporting company cannot identify the GDR holders, especially the ones issued under the erstwhile scheme i.e. FCCBs and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993. It was also suggested in the Sahoo Committee Report that issuances should be made in FATF complaint jurisdictions as FATF recommendations prohibit financial institutions from keeping anonymous accounts.
  • 8. Accordingly, reporting companies will be required to seek information in Form BEN 4 through the depository bank in order to comply with SBO Rules if the quantum of GDR is 10% or more of the shares of the reporting company. Approvals for GDR/ADR The issue of GDRs/FCCBs requires the approval of a Board of Directors, shareholders, "In principle and Final" approval of Ministry of Finance, approval of Reserve Bank of India, In- principle consent of Stock Exchange for listing of underlying shares and In-principle consent of Financial institutions. Approval of Board of Directors A meeting of Board of Directors is required to be held for approving the proposal to raise money from Euro Capital market. A board resolution is to be passed to approve the raising of finance by issue of GDRs/FCCBs. The resolution should indicate therein specific purposes for which funds are required, quantum of the issue, country in which issue is to be launched, time of the issue etc. A director/Sub- Committee of Board of Directors is also to be authorised for seeking Government approval in connection with Euro issue and signing agreements with depository, organising road shows for fixation of price of GDRs. The Board meeting shall also decide and approve the notice of Extraordinary general meeting of shareholders at which special resolution is to be considered. Approval of Shareholders Proposal for making Euro issue, as proposed by Board of Directors require approval of shareholders. A special resolution under Section 62 of the Companies Act, 2013 is required to be passed at a duly convened general meeting of the shareholders of the company. Approval of Ministry of Finance — "In Principle and Final" In case of FCCB issue exceeding US $ 100 million, the company needs to apply to Ministry of Finance for approval. With respect to ADR/GDR, guidelines issued on the subject dated 19-1-2000 brought ADR/GDR under the automatic route and therefore the requirement of obtaining approval of Ministry of Finance, Department of Economic Affairs has been dispersed with. Further, private placement of ADR/GDR will also not require prior approval provided the issue is managed by investment banker. Procedure for Getting Approval Where the approval is required, the following procedure is required to be followed: An eligible issuing company shall make an application to the Government of India, Ministry of Finance, Deptt. of Economic Affairs, New Delhi, for obtaining 'In-principle' approval. The application should set out in detail the following points: (a) Proposed project or expansion or diversification programme with details of cost of project and means of financing.
  • 9. (b) The proposed security viz. Global Depository Receipts (GDRs) or American Depository Receipts (ADRs) against underlying shares or Foreign Currency Convertible Bonds. (c) In the case of Bonds, particulars of redemption period, rate of interest, time of conversion of bonds to equity shares of the company, price at which such conversion will take place. (d) In the case of GDRs/ADRs, the price at which the equity shares will be issued. Justification for the foreign issue. (f) Other details about the company such as management, financial date, capacity and its utilisation, financial results and management ratios, statutory liabilities, default in respect of interest/instalments, of loans from Banks/Financial Institutions. Exports and imports and salient features of the prospective corporate plans and diversification proposals with special reference to foreign exchange requirements. The Government of India will, if satisfied with the company's proposals, issue an approval in principle granting permission to the company to mobilise foreign currency resources for a specified amount. On completion of finalisation of issue structure in consultation with the Lead Manager to the issue, the company should obtain the final approval from the Government. However, in some cases Foreign Investment Promotion Board (FIPB) clearance is necessary before final approval is given by the Finance Ministry. Both 'in principle and final' approvals are valid for 3 months respectively from the date of issue. Approval of Reserve Bank of India The issuer company has to obtain approvals from Reserve Bank of India under circumstances specified under the guidelines issued by the concerned authorities from time to time. RBI vide its press release dated January 20, 2000 granted general permissions to make an international offering of rupee denominated equity shares of the company by way of issue of ADR/GDR. FCCB covered under the automatic route requires no RBI approval. FCCB issue which exceeds USD 50 million but does not exceed USD 100 million need to apply to RBI. In-principle consent of Stock Exchanges for listing of underlying shares The issuing company has to make a request to the domestic stock exchange for in-principle consent for listing of underlying shares which shall be lying in the custody of domestic custodian. These shares, when released by the custodian after cancellation of GDR, are traded on Indian stock exchanges like any other equity shares. In-principle consent of Financial Institutions Where term loans have been obtained by the company from the financial institutions, the agreement relating to the loan contains a stipulation that the consent of the financial institution has to be obtained. The company must obtain in-principle consent on the broad terms of the proposed issue.
  • 10. Characteristics of Global Depository Receipt:  GDRs are issued to investors in many countries and may be denominated in any freely convertible currency.  Depository bank issues the GDR (not the issuing company) which means in the books of the company depository bank acts as a shareholder, therefore the holder of GDR actually does not have any voting right .The voting rights is with issuing bank.  Underlying shares of GDR are denominated in INR although GDR is traded in foreign currency. Hence it is exposed to exchange risk.  GDR holder can cancel GDR and arrange sale of the underlying shares in domestic market if the international price is less than the corresponding domestic price. However this provision can be applied after cooling off period of 45 days from the date of issue.  GDR holders enjoy all rights like bonus, dividends etc. that are available to equity shareholders.  The funds acquired by company through GDR issue can only be used for any normal business activity, but cannot be used for trading in real states or international securities. Advantages of GDR:  GDRs, allow investors to invest abroad without worrying about foreign trading practices, different laws, accounting rules, or cross-border transactions. GDRs also allows voting rights and other rights like equity shareholders.  It gives access to companies to global investors and vise a versa  Other benefits include easier trading, the payment of dividends in the GDR currency, which is usually the United States dollar (USD), and corporate notifications, such as shareholders’ meetings and rights offerings.  It allows institutional investors to invest via GDR in foreign companies that might be prohibited by law of land.  The main benefit to GDR issuance to the company is increased visibility in the target markets, which usually garners increased research coverage in the new markets; a larger and more diverse shareholder base; and the ability to raise more capital in international markets.  GDRs offer the opportunity to broaden the company's base of shareholders and to raise additional capital. This can be very important to companies in emerging markets that are seeking to take advantage of opportunities for rapid growth. Disadvantages of GDR:  GDRs is susceptible to Foreign exchange fluctuations  The local intermediator adds a premium to actual value of equity share
  • 11.  Expensive source of finance and time consuming Trend of ADR/GDR issued by Indian Corporates While international investors continue to look for global avenues for portfolio diversification — something that the DRs issued by Indian companies tapped into during the period preceding the global financial crisis — the Indian corporations’ appetite for DR issuances seems to have ebbed in more recent years. So much so, that no new ADRs or GDRs were issued by Indian companies in 2016-17 and 2017-18 (see Chart). [7] In 2019 no GDR/ADR has been issued by Indian Company in any of the stock exchange and only 3 GDR/ADR has been issued in 2019 by Dish TV and Tube Investments that too were related to corporate restructuring activities of the firms. There are two major reasons that has emerged out for reluctance to issue GDR/ADR. First, there was a nagging concern that many GDRs could have been an outcome of conversion of unaccounted money returning to India through a legal route. Thus, Indian regulators were often cagey about these instruments. In fact, in 2017, SEBI seemed to have barred 19 firms from the securities markets in India for manipulation in issuances of GDR. Second, domestic Qualified Institutional Placements (QIPs) have also emerged as a more convenient and cheaper mechanism to raise capital, eating into the attractiveness of DRs. China-based issuers raised a combined US$10.0 billion, according to Citi’s report, accounting for 58% of the total DR capital raised in 2019 [8] Researchmethodology: The study has followed following steps  Data collection : Following data is collected  No. of Companies listed in NSE  No. of companies issuing GDR/ADR  Tabular chart of Nifty index companies with weightage  Sector wise contribution of GDP in India  Analysis and Observations  Use of basic analysis tool usage to understand the industry participation in GDR and observations on companies using GDR and ADRs as a financing tool  Conclusion and Recommendations Data Collection: Sector wise contribution of GDP in India [9]
  • 12.
  • 13. List of Indian GDRs and ADRS [10] S.No. Company Name Ticker Exchange Sector 1 Aditya Birla Capital - 144A ADIT Luxembourg Stock Exchange -Euro MTF Financial Services 2 Ambuja Cements - Reg. S -- Luxembourg Stock Exchange Construct.&Materials 3 Apollo Hospitals - Reg. S APHG Luxembourg Stock Exchange -Euro MTF HealthCareEquip.&Ser 4 Aptech (Lux Listed) - Reg. S -- Luxembourg Stock Exchange Software&ComputerSvc 5 Aqua Logistics - Reg. S -- Luxembourg Stock Exchange Support Services 6 Axis Bank - 144A AXBA London Stock Exchange Banks 7 Axis Bank - Reg. S AXB London Stock Exchange Banks 8 Bajaj Holdings & Investment - Reg S BAUD London Stock Exchange Automobiles & Parts 9 Bharat Forge - 144A -- Luxembourg Stock Exchange Indust.Metals&Mining 10 Bharat Hotels - Reg. S -- Luxembourg Stock Exchange Travel & Leisure 11 Bombay Dyeing & Manufacturing - Reg. S -- Luxembourg Stock Exchange Personal Goods 12 CG Power and Industrial Solutions-144A CGVA London Stock Exchange Electron.&ElectricEq 13 CG Power and Industrial Solutions-Reg. S CGVD London Stock Exchange Electron.&ElectricEq 14 Cipla - Reg. S CIPLG Luxembourg Stock Exchange -Euro MTF Pharma. & Biotech. 15 Dish TV India - Reg. S -- Luxembourg Stock Exchange Electron.&ElectricEq 16 Dish TV India - Reg. S DTVL London Stock Exchange - PSM Electron.&ElectricEq 17 Federal Bank - 144A FEDA London Stock Exchange Banks 18 Federal Bank - Reg. S FEDS London Stock Exchange Banks 19 Finolex Cables - 144A -- Luxembourg Stock Exchange Electron.&ElectricEq 20 GAIL India - 144A GAIA London Stock Exchange Oil & Gas Producers 21 GAIL India - Reg. S GAID London Stock Exchange Oil & Gas Producers 22 Grasim Industries - Reg. S -- Luxembourg Stock Exchange Construct.&Materials 23 Great Eastern Energy - Reg. S GEEC London Stock Exchange Mining 24 HDFC Bank - Reg. S -- Luxembourg Stock Exchange Banks 25 Hindalco Industries - 144A -- Luxembourg Stock Exchange Indust.Metals&Mining 26 Indiabulls Housing Finance - Reg. S -- Luxembourg Stock Exchange Financial Services 27 Indiabulls Real Estate - 144A -- Luxembourg Stock Exchange Real Estate Inv&Serv 28 Indiabulls Real Estate - Reg. S -- Luxembourg Stock Exchange Real Estate Inv&Serv 29 Indiabulls Securities - Reg. S -- Luxembourg Stock Exchange Financial Services 30 Indusind Bank - Reg. S IBL Luxembourg Stock Exchange -Euro MTF Banks 31 Industrial Investment Trust - Reg. S -- Luxembourg Stock Exchange Financial Services 32 ITC - Reg. S -- Luxembourg Stock Exchange Food Producers 33 Jindal Stainless (Hisar) - Reg. S -- Luxembourg Stock Exchange General Industrials 34 Jindal Stainless - Reg. S -- Luxembourg Stock Exchange Indust.Metals&Mining 35 Kesoram Industries - Reg. S -- Luxembourg Stock Exchange Construct.&Materials 36 Larsen & Toubro - Reg. S LTOD London Stock Exchange Construct.&Materials 37 LIC Housing Finance - Reg. S LICHS Luxembourg Stock Exchange -Euro MTF Financial Services 38 Mahindra & Mahindra - Reg. S MAHMG Luxembourg Stock Exchange -Euro MTF Industrial Engineer. 39 Mascon Global - Reg. S -- Luxembourg Stock Exchange Financial Services 40 NCC - Reg. S -- Luxembourg Stock Exchange Construct.&Materials 41 Nectar Lifesciences - Reg. S NLSC Luxembourg Stock Exchange -Euro MTF Pharma. & Biotech. 42 Noida Toll Bridge - Reg. S NTBC London Stock Exchange Industrial Engineer. 43 Orchid Chemicals & Pharmaceuticals - 144A OCPA London Stock Exchange HealthCareEquip.&Ser 44 Orchid Chemicals & Pharmaceuticals - Reg. S OCP London Stock Exchange HealthCareEquip.&Ser 45 Oriental Hotels - Reg. S -- Luxembourg Stock Exchange Travel & Leisure 46 Paisalo Digital Limited - Reg. S SEIN Luxembourg Stock Exchange -Euro MTF Financial Services 47 Panama Petrochem - Reg. S -- Luxembourg Stock Exchange Oil & Gas Producers 48 RattanIndia Infrastructure Limited - Reg. S -- Luxembourg Stock Exchange Industrial Engineer. 49 Raymond - Reg. S -- Luxembourg Stock Exchange HouseGoods&HomeConst 50 Reliance Capital - Reg. S -- Luxembourg Stock Exchange Financial Services 51 Reliance Communications - Reg. S -- Luxembourg Stock Exchange Mobile Telecom. 52 Reliance Industries - 144A RELIN Luxembourg Stock Exchange -Euro MTF Oil & Gas Producers 53 Reliance Infrastructure - 144A RIFA London Stock Exchange Electricity 54 Reliance Infrastructure - Reg. S RIFS London Stock Exchange Electricity 55 Reliance Power - Reg. S -- Luxembourg Stock Exchange Electricity 56 SEL Manufacturing - Reg. S SELMA Luxembourg Stock Exchange -Euro MTF Personal Goods 57 Southern Petrochemical Industries - 144A SPIC Luxembourg Stock Exchange -Euro MTF Chemicals 58 SREI Infrastructure Finance - 144A SRIA London Stock Exchange Financial Services 59 SREI Infrastructure Finance - Reg. S SRI London Stock Exchange Financial Services 60 State Bank of India - 144A SBIA London Stock Exchange Banks 61 State Bank of India - Reg. S SBID London Stock Exchange Banks 62 Steel Authority of India - 144A SAUA London Stock Exchange Indust.Metals&Mining 63 Steel Authority of India - Reg. S SAUD London Stock Exchange Indust.Metals&Mining 64 Subex - Reg. S SUBX London Stock Exchange Software&ComputerSvc 65 Suzlon Energy - Reg. S -- Luxembourg Stock Exchange Electron.&ElectricEq 66 Tata Global Beverages - 144A TGBA London Stock Exchange Beverages 67 Tata Global Beverages - Reg. S -- Luxembourg Stock Exchange Beverages 68 Tata Power - Reg. S -- Luxembourg Stock Exchange Electricity 69 Tata Power - Reg. S TPCL Luxembourg Stock Exchange -Euro MTF Electricity 70 Tata Steel - Reg. S TTST London Stock Exchange Indust.Metals&Mining 71 Tata Steel - Reg. S -- Luxembourg Stock Exchange Indust.Metals&Mining 72 Ultratech Cemco - 144A -- Luxembourg Stock Exchange Construct.&Materials 73 Ultratech Cemco - Reg. S -- Luxembourg Stock Exchange Construct.&Materials 74 Uniphos Enterprises - Reg. S -- Luxembourg Stock Exchange Chemicals 75 United Spirits - Reg. S -- Luxembourg Stock Exchange Beverages 76 UPL - Reg. S UPL Singapore Exchange Chemicals 77 Usha Martin - Reg. S -- Luxembourg Stock Exchange Fixed Line Telecom. 78 Usha Martin Education & Solutions - Reg. S -- Luxembourg Stock Exchange Software&ComputerSvc 79 Videocon Industries - Reg. S -- Luxembourg Stock Exchange Oil & Gas Producers 80 Wockhardt - Reg. S -- Luxembourg Stock Exchange Pharma. & Biotech. 81 Zee Learn - Reg. S -- Luxembourg Stock Exchange Personal Goods
  • 14. As per MCA Out of the total number of 17.95 lakh registered companies, 6.11 lakh were closed as on August 31, and 1,488 were classified as dormant. [11] Tabular Chart of Nifty 50 Index Companies with weightage Data analysis:  From the data breakup of GDR listing done in various stock exchange Company Symbol Industry weightage AXIS Bank Ltd. AXISBANK FINANCIAL SERVICES 3.35% Bajaj Finance Ltd. BAJFINANCE FINANCIAL SERVICES 2.50% Bajaj Finserv Ltd. BAJAJFINSV FINANCIAL SERVICES 1.18% HDFC Bank Ltd. HDFCBANK FINANCIAL SERVICES 11.00% Housing Development Finance Corporation Ltd. HDFC FINANCIAL SERVICES 8.11% ICICI Bank Ltd. ICICIBANK FINANCIAL SERVICES 6.95% IndusInd Bank Ltd. INDUSINDBK FINANCIAL SERVICES 1.44% Kotak Mahindra Bank Ltd. KOTAKBANK FINANCIAL SERVICES 4.68% State Bank Of India SBIN FINANCIAL SERVICES 2.51% Yes Bank Ltd. YESBANK FINANCIAL SERVICES 0.17% Bharat Petroleum Corp. Ltd. BPCL ENERGY 0.74% GAIL (India) Ltd. GAIL ENERGY 0.42% Indian Oil Corporation Ltd. IOC ENERGY 0.58% NTPC Ltd. NTPC ENERGY 1.02% Oil And Natural Gas Corporation Ltd. ONGC ENERGY 0.67% Power Grid Corporation of India Ltd. POWERGRID ENERGY 0.92% Reliance Industries Ltd. RELIANCE ENERGY 9.28% HCL Technologies Ltd. HCLTECH IT 1.25% Infosys Ltd. INFY IT 5.79% Tata Consultancy Services Ltd. TCS IT 4.54% Tech Mahindra Ltd. TECHM IT 0.99% Wipro Ltd. WIPRO IT 0.71% Asian Paints Ltd. ASIANPAINT CONSUMER GOODS 1.75% Britannia Industries Ltd. BRITANNIA CONSUMER GOODS 0.76% Hindustan Unilever Ltd. HINDUNILVR CONSUMER GOODS 3.36% ITC Ltd. ITC CONSUMER GOODS 3.72% Nestle India Ltd. NESTLEIND CONSUMER GOODS 1.22% Titan Company Ltd. TITAN CONSUMER GOODS 1.13% Bajaj Auto Ltd. BAJAJ-AUTO AUTOMOBILE 0.81% Eicher Motors Ltd. EICHERMOT AUTOMOBILE 0.50% Hero MotoCorp Ltd. HEROMOTOCO AUTOMOBILE 0.58% Mahindra & Mahindra Ltd. M&M AUTOMOBILE 0.94% Maruti Suzuki India Ltd. MARUTI AUTOMOBILE 1.80% Tata Motors Ltd. TATAMOTORS AUTOMOBILE 0.50% Larsen & Toubro Ltd. LT CONSTRUCTION 3.17% Coal India Ltd. COALINDIA METALS 0.69% Hindalco Industries Ltd. HINDALCO METALS 0.49% JSW Steel Ltd. JSWSTEEL METALS 0.52% Tata Steel Ltd. TATASTEEL METALS 0.62% Vedanta Ltd. VEDL METALS 0.45% Cipla Ltd. CIPLA PHARMA 0.44% Dr. Reddy’s Laboratories Ltd. DRREDDY PHARMA 0.77% Sun Pharmaceutical Industries Ltd. SUNPHARMA PHARMA 0.87% Bharti Airtel Ltd. BHARTIARTL TELECOM 2.53% Bharti Infratel Ltd. INFRATEL TELECOM 0.39% Grasim Industries Ltd. GRASIM CEMENT & CEMENT PRODUCTS 0.59% UltraTech Cement Ltd. ULTRACEMCO CEMENT & CEMENT PRODUCTS 1.03% UPL Ltd. UPL FERTILISERS & PESTICIDES 0.62% Adani Port and Special Economic Zone Ltd. ADANIPORTS SERVICES 0.57% Zee Entertainment Enterprises Ltd. ZEEL MEDIA & ENTERTAINMENT 0.39%
  • 15. The Pareto chart of Nifty contribution of different sectors is drawn From Pareto top 4 sectors contributing to Nifty are financial services, Energy, IT and consumer goods. Tabulation of no. of companies from Tabulation of no. of companies from different sectors issuing GDR is done different sectors issuing ADR is done Observations:  From the data of registered companies we can see almost negligible companies (% .006 of registered) issue GDRs and ADRs.  GDR issuance is dependent upon London and Luxemburg exchange (99%)  For capital raising through GDR India is trailing as compared to China in the year 2019. From Pareto of Nifty contributors and tabulation of GDRs we can see following Sector Weightagecummulative weightage FINANCIAL SERVICES 41.89 41.89 ENERGY 13.63 55.52 IT 13.28 68.8 CONSUMER GOODS 11.94 80.74 AUTOMOBILE 5.13 85.87 TELECOM 2.92 88.79 METALS 2.77 91.56 PHARMA 2.08 93.64 CEMENT & CEMENT PRODUCTS 1.62 95.26 FERTILISERS & PESTICIDES 0.62 95.88 SERVICES 0.57 96.45 MEDIA & ENTERTAINMENT 0.39 96.84 CONSTRUCTION 3.17 100.01
  • 16.  Financial services that is contributing 41.89% to Nifty is having 18 companies issuing GDR  Energy sector that is second in Nifty contribution with 13.63 % is having 12 companies issuing GDR  IT sector that is third in the Nifty contribution with 13.28% is having only 3 companies issuing GDR  Consumer goods with 11.94% contribution to Nifty is having 12 companies issuing GDR From ADR tabulation and Pareto of Nifty contributors we can see following  Financial services that is contributing 41.89% to Nifty is having 2 companies issuing ADR  Energy sector that is second in Nifty contribution with 13.63 % is having 1 companies issuing ADR  IT sector that is third in the Nifty contribution with 13.28% is having 3 companies issuing ADR  Consumer goods with 11.94% contribution to Nifty is having no company issuing ADR From Pareto of contribution of different sectors to Indian economy and GDR and ADR tabulation we can see following  Financial, real estate & prof services that contributes around 21% to Indian GDP 21 companies issues GDRs and 4 companies issues ADRs  Trade, hotels, transport, communication and services related to broadcasting that contributes to 18.6% of GDP 4 companies issues GDRs and 5 companies issues ADRs  Manufacturing sector contributing 16.83 % of GDP has 23 companies issuing GDRs and 1 company issuing ADR  Agriculture ,Forestry and Fishing sector that contributes around 15.9% to GDP has only one company issuing GDR Conclusion: From the above analysis following conclusion can be made  GDR/ADR issuance by Indian Corporates is decreasing since 2008  Utilisation of financing options through GDRs and ADRs is very less by Indian Companies (.006% of registered companies)  Indian Companies are dependent on Germany , UK and US for issuance of GDRs/ADRs  Indian companies are highly dependent on Luxemburg and London Stock exchange as far as GDR listing is concerned. Top sectors contributing to Nifty has following pattern of GDRs/ADRs  Financial services sector has more GDRs that ADRs which means it is less dependent on US economy  Energy sector is also less dependent on US economy as it is issuing more GDRs than ADRs
  • 17.  IT sector is more dependent on ADR than GDR that is why it is more dependent on American Economy.  Consumer goods are issuing more GDR than ADR and hence less Dependent on US economy, Top sectors contributing to Indian Economy (GDP) has following pattern of GDRs/ADRs  Financial , real state and service sector has more GDRs than ADRS which means it is less dependent on American Economy  Trade, hotels, transport, communication and services related to broadcasting are almost equally dependent on US and other economies.  Manufacturing sector uses more GDRs than ADRs but have scope to exploit this route of financing  Agriculture , forestry and fishing sector has very less ADRs and GDRs and has huge scope in this category of financing Recommendations: Following are the recommendations:  Indian companies to reduce dependence on Germany UK, and US and focus on other economies like Japan for issuance of GDRs and ADRs  IT sector to reduce the dependence on US economy by expanding issuance of GDRs to other economies  Agriculture, forestry and fishing sector to expand issuance of GDRs and ADRs to use this as source of Financing.  Further reasons to be researched to unearth reason of less GDRs and ADRS in Agriculture and sector. Bibliography [1] "https://www.ukessays.com/essays/finance/history-and-definition-of-depository-receipts- finance-essay.php,"[Online]. [2] D. K. a. M. .. S. NIRANJANA,"GLOBALDEPOSITORYRECEIPT,"VOLUVoMluEm-6e,I:S3S|U IsEs- u9e,S: E11P T| ENMovBeEmRb-2e0r12071 •4 I S• SISNSNN oN o2 2272777 - -8 8116709, 2017. [3] R. jain,"ProjectreportonDepositoryRecipts,Universityof Mumbai,"2017. [4] C. V.N. a. C. N.Snehil,"Identificationof SBOsincase of GDRs," Vinod Kothariand Company Publications, 2019. [5] ValentinaChuang,AyedenDagg,Michael C.Morcom,GaneshA.Sarpotdar,"Global Depository Receipt(GDRs):A premier,"Citibnak,2019. [6] "CitibankInternational GuidetoAmericanDepositoryreceipt,"1995.
  • 18. [7] "https://www.thehindubusinessline.com/opinion/how-to-revive-depository-receipts- market/article30744488.ece#,"[Online].Available: https://www.thehindubusinessline.com/opinion/how-to-revive-depository-receipts- market/article30744488.ece#. [8] "https://www.businesswire.com/news/home/20200211005037/en/China-Based-Issuers-Lead- Depositary-Receipt-Capital-Raising,"[Online].Available: https://www.businesswire.com/news/home/20200211005037/en/China-Based-Issuers-Lead- Depositary-Receipt-Capital-Raising. [9] "http://statisticstimes.com/economy/sectorwise-gdp-contribution-of-india.php,"[Online]. Available:http://statisticstimes.com/economy/sectorwise-gdp-contribution-of-india.php. [10] "https://topforeignstocks.com/foreign-adrs-list/the-complete-list-of-indian-gdrs/,"15 feb 2019. [Online].Available:https://topforeignstocks.com/foreign-adrs-list/the-complete-list-of- indian-gdrs/. [11] "https://www.financialexpress.com/industry/mca-data-63-of-17-95-lakh-registered- companies-in-india-active-in-august/1350518/," 2018. [Online].Available: https://www.financialexpress.com/industry/mca-data-63-of-17-95-lakh-registered-companies- in-india-active-in-august/1350518/.