India – SEBI Depository Receipts Issue

India – SEBI Depository Receipts Issue

On 10 October 2019, IND SEBI published depository receipts issue framework.

  • Only a company incorporated in India and listed on a recognized stock exchange may issue permissible securities (PS) for the purpose of issue of depository receipts (‘DRs’).

Listed Company Obligations

  • Companies shall ensure that DRs are issued only with PS as the underlying.
  • DRs shall be listed on any of the specified exchange of the permissible jurisdictions.
  • Listed company will file with SEBI and the exchange, a copy of initial issue document.
  • SEBI shall endeavor to forward its comments, to the exchange within 7 working days.
  • Recognized exchanges shall take into consideration the comments of SEBI while granting in-principle approval to the company and decide on approval within 15 days.
  • Any public disclosures made by the listed company on international exchange must also be filed with the recognized stock exchange as soon as possible within 24 hours.

Other Points

  • Permissible holder means a holder of DR, including its beneficial owner, who is not a person resident in India and who is not a non-resident Indian (NRI).
  • The voting rights on permissible securities, if any, shall be exercised by the DR holder through the foreign depository pursuant to voting instruction only from such DR holder.
  • The price of issue or transfer of permissible securities, for the issue of DRs by foreign depository, shall not be less than the price for the public offer domestic investors.

Depository Requirements

  • Indian depositories shall develop a system to ensure aggregate holding of DR holders along with their holding, through offshore derivative instruments and holding as a FPI belonging to same investor group, shall not exceed the limit on foreign holding.
  • Domestic custodian shall maintain records in respect of, and report to, Indian depositories all transactions about the issue and cancellation of DRs for monitoring.
  • Indian depositories shall coordinate among themselves and with domestic custodians.
  • The foreign depository shall not issue or pre-release the DRs unless the domestic custodian has confirmed the receipt of underlying permissible securities.


  • Effective from 10 October 2019.