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Microlesson · 5-min read

Global Depository Receipts (GDR) - Introduction and Definition

# Global Depository Receipts (GDR)

## 1. What is a GDR?

A Global Depository Receipt (GDR) is a certificate issued by a depository bank that:

  • Purchases shares of foreign companies, AND
  • Creates a security on a local exchange backed by those shares.

### Simple Analogy

```

Indian Company (Issues shares) → Foreign Depository Bank (Holds shares)

Issues GDRs to Foreign Investors

Traded on Foreign Stock Exchanges

(e.g., London, Luxembourg)

```

## 2. Statutory Definition — Section 2(44)

A Global Depository Receipt is defined under Section 2(44) of the Companies Act, 2013.

## 3. Purpose and Significance

GDRs allow Indian companies to:

  • Access foreign capital markets without listing directly on those exchanges.
  • Raise funds in foreign currency from international investors.
  • Enhance global visibility of the company.

## 4. Mechanism — Step by Step

1. Indian company issues underlying shares to a foreign depository bank (e.g., in USA, Europe).

2. The depository bank holds these shares as custodian.

3. The bank issues GDRs (certificates) representing those shares.

4. Foreign investors buy and trade these GDRs on foreign stock exchanges.

5. Each GDR represents a specified number of underlying equity shares.

## 5. Key Features at a Glance

FeatureDescription
IssuerIndian company (underlying shares)
IntermediaryForeign depository bank
HolderForeign investor
TradingForeign stock exchange
CurrencyForeign currency (USD, EUR, etc.)
DefinitionSection 2(44), Companies Act, 2013

(This is an introductory note — issuance procedure, voting rights, and conversion mechanics typically follow in detailed study.)

Worked example

### Example 1

Example 1 — Conceptual: Infosys (Indian company) wants to raise USD funds from US investors without an IPO in the US.

Answer: Infosys can issue underlying equity shares to a US depository bank. The bank issues GDRs against these shares, which are then sold and traded by US investors. Infosys gets USD funds; US investors get exposure to Infosys without trading on Indian exchanges.

### Example 2

Example 2 — Definitional: A student is asked which section defines GDRs under the Companies Act, 2013.

Answer: Section 2(44) — 'Global Depository Receipt'.

⚠️ Common exam mistakes

  • Confusing GDR with ADR — ADR (American Depository Receipt) is specifically for the US market; GDR is broader (global, e.g., London, Luxembourg).
  • Thinking GDR holders directly own shares of the Indian company — they hold receipts; the depository bank holds the actual shares.
  • Forgetting that GDRs are traded on FOREIGN stock exchanges, not Indian ones.
  • Missing the statutory section reference — GDR is defined under Section 2(44).
Bare-Act text Section 2(44) · Companies Act, 2013 · click to expand
Section 2(44) — 'Global Depository Receipt' 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.
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