1) The document outlines guidelines for listed entities that have issued Indian Depository Receipts (IDRs) regarding quarterly holding pattern disclosures, corporate governance reporting, and two-way fungibility of IDRs.
2) Listed entities must file quarterly IDR holding patterns within 15 days of the quarter end using a specified format. They must also submit comparative analyses of corporate governance provisions in home and foreign listing jurisdictions.
3) For two-way fungibility of IDRs, guidelines are provided for future IDR issuances allowing partial conversion after 1 year, and for existing listed IDRs requiring at least annual 25% conversion opportunities for holders.
FAQ ON FORMS under Indian Companies Act, 2013Ajay Garg
Forms have become alphanumeric. Format are prescribed. Time limits are different for different forms. Things have become bit complicated. An attempt has been made to decode all the comlicacies
Companies Act 2013 AOC 4 - Presented to Institute of Company Secretaries Of ...SAS Partners
Definition of Financial Statement
Definition of financial year.
Books of Accounts etc., to be kept by the company.
Financial Statement
Central Government to prescribe Accounting Standards
Financial Statement, Board’s report, etc.,
Corporate Social Responsibility
Right of members to copies of financial statements.
Copy of financial statement to filed with the Registrar
Powers of the Board.
Compounding of offence – u/s 92 (5), Not yet enforced
Section 621A of the Companies Act, 1956.
Punishment for fraud
Punishment for false statement.
Inactive and Dormant Company
Latest Companies (Accounts) Amendment Rules, 2016
Greatest relief to Unlisted companies and its auditors - No need to prepare consolidated financial statements. Please refer notification below
FAQ ON FORMS under Indian Companies Act, 2013Ajay Garg
Forms have become alphanumeric. Format are prescribed. Time limits are different for different forms. Things have become bit complicated. An attempt has been made to decode all the comlicacies
Companies Act 2013 AOC 4 - Presented to Institute of Company Secretaries Of ...SAS Partners
Definition of Financial Statement
Definition of financial year.
Books of Accounts etc., to be kept by the company.
Financial Statement
Central Government to prescribe Accounting Standards
Financial Statement, Board’s report, etc.,
Corporate Social Responsibility
Right of members to copies of financial statements.
Copy of financial statement to filed with the Registrar
Powers of the Board.
Compounding of offence – u/s 92 (5), Not yet enforced
Section 621A of the Companies Act, 1956.
Punishment for fraud
Punishment for false statement.
Inactive and Dormant Company
Latest Companies (Accounts) Amendment Rules, 2016
Greatest relief to Unlisted companies and its auditors - No need to prepare consolidated financial statements. Please refer notification below
Overview of Companies (Auditor’s Report) Order 2020
TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY,PART II, SECTION 3, SUB-SECTION (ii)]MINISTRY OF CORPORATE AFFAIRS
CONTENTS
1) BACKGROUND OF SECTION 143 OF COMPANIES ACT 2013
2) REQUIREMENT OF CARO
3) NON APPLICABILITY OF CARO 2020 TO CERTAIN COMPANIES
3) MATTERS TO BE INCLUDED IN THE AUDITORS REPORT
4) DESCRIPTION OF EACH PARAGRAPH TO BE INCLUDED IN CARO 2020
2015 onwards, Annual Returns of ROC have become complicated, cumbersome and detailed. Annual Return itself requires lot many information. Board's Report is required to be supported by number of annexures. An attempt has been made to go through the technicalities.
Key Takeaways:
Enhanced reporting requirements in CARO, 2020
Significant changes in CARO, 2020
Matters specified in Auditor's report
Comparison between CARO, 2020 and CARO, 2016
SEBI(LODR) Regulations, 2015- Obligations on listing of specified securities-...DVSResearchFoundatio
Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
It is all about CARO 2016 in detailed observations and it is compared with CARO 2015 and this contains how to report for each clause in caro, thank u in advance for seeing this.
Objective and Agenda:
In order to bring flexibility and to monitor the activities of the charitable organisations in India, non-governmental organisations are given the corporate status by forming companies under Section 8 of the Companies Act, 2013. The scope of the webinar is to cover the objects of forming a Section 8 Company, procedure to obtain license, benefits of forming a Section 8 Company, conversion of Section 8 Company into any other company, effects of non-compliance of objects and the tax benefits available to such companies.
Overview of Companies (Auditor’s Report) Order 2020
TO BE PUBLISHED IN THE GAZETTE OF INDIA, EXTRAORDINARY,PART II, SECTION 3, SUB-SECTION (ii)]MINISTRY OF CORPORATE AFFAIRS
CONTENTS
1) BACKGROUND OF SECTION 143 OF COMPANIES ACT 2013
2) REQUIREMENT OF CARO
3) NON APPLICABILITY OF CARO 2020 TO CERTAIN COMPANIES
3) MATTERS TO BE INCLUDED IN THE AUDITORS REPORT
4) DESCRIPTION OF EACH PARAGRAPH TO BE INCLUDED IN CARO 2020
2015 onwards, Annual Returns of ROC have become complicated, cumbersome and detailed. Annual Return itself requires lot many information. Board's Report is required to be supported by number of annexures. An attempt has been made to go through the technicalities.
Key Takeaways:
Enhanced reporting requirements in CARO, 2020
Significant changes in CARO, 2020
Matters specified in Auditor's report
Comparison between CARO, 2020 and CARO, 2016
SEBI(LODR) Regulations, 2015- Obligations on listing of specified securities-...DVSResearchFoundatio
Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
It is all about CARO 2016 in detailed observations and it is compared with CARO 2015 and this contains how to report for each clause in caro, thank u in advance for seeing this.
Objective and Agenda:
In order to bring flexibility and to monitor the activities of the charitable organisations in India, non-governmental organisations are given the corporate status by forming companies under Section 8 of the Companies Act, 2013. The scope of the webinar is to cover the objects of forming a Section 8 Company, procedure to obtain license, benefits of forming a Section 8 Company, conversion of Section 8 Company into any other company, effects of non-compliance of objects and the tax benefits available to such companies.
Freezing of Promoter and Promoter group Demat accounts for Noncompliance with...GAURAV KR SHARMA
Freezing of Promoter and Promoter group Demat accounts for Noncompliance
with certain provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Non compliance with certain provisions of listing regulations and standard op...GAURAV KR SHARMA
Non-compliance with certain provisions of Listing Regulations and Standard Operating Procedure for suspension and revocation of trading of specified securities sebi latest regulation 97,98,101,102
Young Chartered Accountants - New Age CAs, A New Age PowerNeha Sharma
The profession of chartered accountants has enrolled a large number of students in last 7 years and accordingly the number of young bright students who are qualifying as chartered accountants has also grown significantly. This is being seen as a major challenge for the entire profession. We perceive this as a major opportunity not only for the profession, the young chartered accountants, and young C.A. students but also for the entire nation - our motherland INDIA.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
Personal Brand Statement:
As an Army veteran dedicated to lifelong learning, I bring a disciplined, strategic mindset to my pursuits. I am constantly expanding my knowledge to innovate and lead effectively. My journey is driven by a commitment to excellence, and to make a meaningful impact in the world.
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
LA HUG - Video Testimonials with Chynna Morgan - June 2024Lital Barkan
Have you ever heard that user-generated content or video testimonials can take your brand to the next level? We will explore how you can effectively use video testimonials to leverage and boost your sales, content strategy, and increase your CRM data.🤯
We will dig deeper into:
1. How to capture video testimonials that convert from your audience 🎥
2. How to leverage your testimonials to boost your sales 💲
3. How you can capture more CRM data to understand your audience better through video testimonials. 📊
Kseniya Leshchenko: Shared development support service model as the way to ma...Lviv Startup Club
Kseniya Leshchenko: Shared development support service model as the way to make small projects with small budgets profitable for the company (UA)
Kyiv PMDay 2024 Summer
Website – www.pmday.org
Youtube – https://www.youtube.com/startuplviv
FB – https://www.facebook.com/pmdayconference
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
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Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
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Securities and Exchange Board of India
Page 1 of 7
CIRCULAR
CIR/CFD/CMD/9/2015 November 04, 2015
To
The Managing Director/Executive Director,
All recognised Stock Exchanges.
The Managing Director/Executive Director,
All Depositories.
Dear Sir/Madam,
Sub: Format for quarterly holding pattern, disclosure norms for corporate
governance report and manner for compliance with two-way fungibility of Indian
Depository Receipts (IDRs)
1. In terms of sub regulation (1) of regulation 69 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), listed entity shall file with the stock exchange the Indian Depository
Receipt (IDR) holding pattern on a quarterly basis within fifteen days of end of the
quarter in the format specified by SEBI. Accordingly, the listed entity that has issued
IDRs shall file the holding pattern with the stock exchanges as per Annexure I.
2. Further, sub regulation (1) of regulation 72 of Listing Regulations requires the listed
entity to comply with the corporate governance provisions as applicable in its home
country and other jurisdictions in which its equity shares are listed and sub regulation
(2) of regulation 72 requires such a listed entity to submit to the stock exchange, a
comparative analysis of the corporate governance provisions that are applicable in its
home country and in the other jurisdictions in which its equity shares are listed along
with the compliance of the same vis-à-vis the corporate governance requirements
applicable under regulation 17 to regulation 27, to other listed entities.
3. To give effect to sub regulation (2) of regulation 72, listed entities shall be guided by
the formats prescribed under SEBI Circular CIR/ CFD/ CMD/ 5 /2015 dated
September 24, 2015. The listed entity shall include an additional column confirming
whether the requirement in the row item, originating from the Listing Regulations, is
applicable in its home country and other jurisdictions in which its equity shares are
listed. Such reports shall follow the periodicity applicable in its home country and other
jurisdictions in which its equity shares are listed.
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Securities and Exchange Board of India
Page 2 of 7
4. Such information furnished by the listed entity to the stock exchanges in terms of sub
regulation (1) of regulation 69 and sub regulation (2) of regulation 72 shall also be
disclosed on the website of the such listed entity.
5. Further, sub regulation (3) of regulation 76 of Listing Regulations specifies that IDRs
shall have two-way fungibility in the manner specified by the Board from time to time.
Accordingly, the listed entity shall be guided by the procedure for partial two-way
fungibility within the available headroom as per Annexure I.
6. The Stock Exchanges are advised to bring the provisions of this circular to the notice of
Listed Entity and also to disseminate the same on its website. This circular shall come
into force with effect from 90 days of notifications of regulations i.e. September 02, 2015.
7. This circular is issued under regulations 69, 72 and 76 read with regulation 101(2) of
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
8. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal
Framework” and “Continuous Disclosure Requirements”.
Yours faithfully,
Harini S Balaji
General Manager
+91-22-26449372
harinib@sebi.gov.in
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Securities and Exchange Board of India
Page 3 of 7
ANNEXURE I
FORMAT FOR HOLDING PATTERN OF IDRs
[See Regulation 69(1)]
Distribution of IDR holding as on quarter ending [●] :
Category of IDR holders No: of IDR
holders
No of
IDRs held
Percentage of
IDRs Held
Promoter's holding
Promoters*
Non-Promoters Holding
Institutional Investors
Mutual Funds
Banks/ Financial Institutions/
Insurance Companies
Sub-Total
Others
Private Corporate Bodies
Persons resident outside India
- Individuals
- Others
Indian Public
Any other (please specify)
Sub-Total
GRAND TOTAL
* as may be applicable.
Note 1: The name, number of IDRs held and percentage holding of entities / persons holding
more than 1 percent of the IDRs issued by the listed entity shall be given under each head.
Note 2: The listed entity shall provide the following details: (i) number of underlying equity
shares of the listed entity represented by the total IDRs and (ii) percentage of equity shares
underlying the IDRs as a proportion of the total equity share capital of the listed entity.
4. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã
Securities and Exchange Board of India
Page 4 of 7
ANNEXURE II
PROCEDURE FOR TWO-WAY FUNGIBILITY OF IDRs
[See Regulation 76(3)]
1. The procedure for partial two-way fungibility prescribed herein shall be applicable to
future IDR issuances as well as for the existing listed IDRs.
2. The partial two-way fungibility means that the IDRs can be converted into underlying
equity shares and the underlying equity shares can be converted into IDRs within the
available headroom. The headroom for this purpose shall be the number of IDRs
originally issued minus the number of IDRs outstanding, which is further adjusted for
IDRs redeemed into underlying equity shares (“Headroom”)
A. GUIDELINES FOR FUNGIBILITY OF FUTURE IDR ISSUANCE
3. IDRs shall not be redeemable into underlying equity shares before the expiry of one
year period from the date of listing of IDRs.
4. After completion of one year period from the date of listing of IDRs, the issuer shall,
provide two-way fungibility of IDRs.
5. IDR fungibility shall be provided on a continuous basis.
6. The issuer shall provide said fungibility to IDR holders in any of the following ways:
(a) converting IDRs into underlying shares; or
(b) converting IDRs into underlying shares and selling the underlying shares in the
foreign market where the shares of the issuer are listed and providing the sale
proceeds to the IDR holders; or
(c) both the above options may be provided to IDR holders.
Provided that the option once exercised and disclosed by the issuer at the time of
offering the IDRs to public cannot be changed without the specific approval of
SEBI.
7. All the IDRs that have been applied for fungibility by the holder shall be transferred to
IDR redemption account at the time of application. The issuer shall take necessary
steps to provide underlying shares or sale proceeds as per the choice made under
clause 6 above.
8. The Issuer may receive requests from the holders of underlying shares and convert
these into IDRs subject to the Headroom available with respect to the number of IDRs
5. ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã
Securities and Exchange Board of India
Page 5 of 7
originally issued subject to the guidelines prescribed by SEBI & Reserve Bank of India
(“RBI”) from time to time.
B. GUIDELINES FOR FUNGIBILITY OF EXISTING LISTED IDRs
9. After completion of one year period from the date of issue of IDRs, the issuer shall,
every year provide redemption/conversion of IDRs into underlying equity shares of the
issuer of up to 25% of the IDRs originally issued. The Issuer shall invite expression of
interest from IDR holders by giving advertisements in leading English and Hindi
national daily newspapers with wide circulation as well as notification to the stock
exchanges giving the operating guidelines for redemption/ conversion of IDRs at least
one month before the implementation.
10.The issuer shall exercise the option specified in sub-clause 11 below provided that the
same is disclosed in accordance with sub-clause 20 below.
11.The mode of fungibility: The issuer shall provide the said fungibility to IDR holders in
any of the following ways:
(a) converting IDRs into underlying shares; or
(b) converting IDRs into underlying shares and selling the underlying shares in the
foreign market where the shares of the Issuer are listed and providing the sale
proceeds to the IDR holders; or
(c) both the above options may be provided to IDR holders.
12.The periodicity for IDR fungibility shall be at least once every quarter. The fungibility
window shall remain open for the period of at least seven days.
13.Provided that the option once exercised and disclosed by the issuer to public cannot
be changed without the specific approval of SEBI. However, the issuer may decide to
exercise the option provided in sub-clause 21 below without specific approval from
SEBI.
14.Total number of IDRs available for fungibility during one fungibility window shall be
fixed before the opening of the window. Re-issuances of IDRs during the fungibility
window, if any, shall be considered for computation of Headroom only at the time of
next cycle of fungibility. Fungibility window for this purpose shall mean the time period
during which IDR holders can apply for conversion of IDRs into underlying equity
shares.
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Securities and Exchange Board of India
Page 6 of 7
15.In case of requests for conversion in excess of the limit available, the manner of
accepting IDRs for conversion/ redemption or shares for re-issuance shall be on
proportionate basis.
16.A reservation of 20% of the IDRs made available for redemption/conversion into
underlying equity shares in the fungibility window shall be provided to Retail Investors.
Within this reserved window:
(a) in case of higher demand for fungibility, the demand shall be satisfied on
proportionate basis. Further, the excess unsatisfied demand from the retail
investors shall be included in the unreserved portion.
(b) in case of lower demand for fungibility from retail investors, the unallocated
portion shall be added to the unreserved portion.
17.All the IDRs applied for fungibility shall be transferred to IDR redemption account at
the time of application and in case of unsuccessful bids the balance IDRs shall be
transferred back to the account of applicant. The issuer shall take necessary steps to
provide underlying shares or cash as per the choice made under sub-clause 11
above.
18.The Issuer may receive requests from the holders of underlying shares and convert
these into IDRs subject to the Headroom available with respect to the number of IDRs
originally issued subject to the guidelines prescribed by RBI from time to time.
19.In case of option of converting IDRs into underlying shares and providing the sale
proceeds to the IDR holders, the issuer shall disclose the range of fixed/variable costs
in percentage terms upfront and all the cost together shall not exceed 5% of the sale
proceeds.
20.Available Headroom and significant conversion/ reconversion transactions shall be
disclosed by the issuer on a continuous basis.
21.Existing issuers shall provide the option of redemption/ conversion within three months
of notification of these guidelines.
22.The existing issuer of IDR may exercise the option of using the guidelines available for
the new issuers as referred above from the anniversary of the date of listing of their
IDRs after the issuance of this circular or from any of the subsequent quarters
thereafter. For this purpose, the issuer shall disclose the exercising of the said option
by giving advertisements in leading English and Hindi national daily newspapers with
wide circulation as well as notification to the stock exchanges giving the operating
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Securities and Exchange Board of India
Page 7 of 7
guidelines for redemption/ conversion of IDRs at least one month before exercising
the option. The said option, once exercised, cannot be reversed.
23.The issuer shall lay down the detailed procedures while taking into consideration the
above broad guidelines in addition to other norms specified by SEBI and RBI, from
time to time.