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Microlesson · 5-min read

Indian Depository Receipts (Section 390)

# Offer of Indian Depository Receipts (IDR) [Section 390]

## Meaning of IDR

An Indian Depository Receipt (IDR) is an instrument:

  • Created by a Domestic Depository in India, and
  • Authorised by a company incorporated outside India which is making the issue of such depository receipts.

## Conceptual Understanding

  • IDRs allow Indian investors to invest in foreign companies via the Indian capital markets without going abroad.
  • The foreign company deposits its shares with an overseas custodian; an Indian domestic depository then issues IDRs against those shares to Indian investors.

## Compliance Requirements

A company incorporated outside India issuing IDRs shall comply with:

1. Rule 13 of Companies (Registration of Foreign Companies) Rules, 2014

2. SEBI (ICDR) Regulations, 2009

3. RBI Directions

## Significance

IDR provisions facilitate cross-border capital mobility, enabling Indian retail investors to hold equity-like instruments in global companies via a domestic, rupee-denominated security.

Worked example

### Example 1

Example: Standard Chartered PLC issued IDRs in India in 2010 — the first IDR issue in India. The IDRs were created by a domestic depository representing the UK-incorporated company's shares, in compliance with Section 390, SEBI ICDR Regulations, and RBI directions.

⚠️ Common exam mistakes

  • Confusing IDRs with GDRs/ADRs — IDRs are issued in India by a domestic depository representing foreign company shares; ADRs/GDRs are the reverse.
  • Forgetting the multi-regulator compliance (MCA Rule 13, SEBI ICDR, RBI) — all three must be satisfied.
Reference: Section 390 — Companies Act, 2013 read with Companies (Registration of Foreign Companies) Rules, 2014; SEBI (ICDR) Regulations, 2009
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