COMPLIANCES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 :
Every issuer of an IDR has to comply with the conditions stipulated in Chapter VII of the SEBI (LODR) Regulations, 2015. The provisions of this chapter shall apply to listed entity whose securities market regulators are signatories to the Multilateral Memorandum of Understanding of International Organization of Securities Commission issuing ‘Indian Depository Receipts’ as defined under Rule 13 of the Companies (Registration of Foreign Companies) Rules, 2014.
| Regulation 67 | General Obligations of listed entity | • All correspondences filed with the stock exchange(s) and those sent to the IDR Holders shall be in English.
• The listed entity shall comply, at all times, with the rules/regulations/laws of the country of origin.
• The listed entity shall undertake that the competent Courts, Tribunals and regulatory authorities in India shall have jurisdiction in the event of any dispute, either with the stock exchange or any investor, concerning the Indian Depository Receipts offered or subscribed or bought in India.
• The listed entity shall forward, on a continuous basis, any information requested by the stock exchange, in the interest of investors from time to time.
• In case of any claim, difference or dispute under the provisions of chapter VII and other provisions of SEBI (LODR) Regulations applicable to the listed entity, the same shall be referred to and decided by arbitration as provided in the bye-laws and regulations of the stock exchange(s). |
| Regulation 68 | Disclosure of material events or information | • To promptly inform to the stock exchange(s) of all events which are material, all information which is price sensitive and/or have bearing on performance/ operation of the listed entity and the listed entity shall make the disclosures as specified in Part C of Schedule III of these regulations. |
| Regulation 69 | Holding pattern & Shareholding details | • To file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of the quarter.
• To file the following details with the stock exchange as is required to be filed in compliance with the disclosure requirements of the listing authority or stock exchange in its home country or any other jurisdiction where the securities of the listed entity are listed:(a) Shareholding Pattern;(b) Pre and post arrangement share holding pattern and Capital Structure in case of any corporate restructuring like mergers / amalgamations. |
| Regulation 70 | Periodical Financial Results | • To file periodical financial results with the stock exchange in such manner and within such time and to the extent that it is required to file as Periodical Financial Resultsper the listing requirements of the home country.
• The listed entity shall comply with the requirements with respect to preparation and disclosures in financial results as specified in Part B of Schedule IV. |
| Regulation 71 | Annual Report | • To submit to stock exchange an annual report at the same time as it is disclosed to the security holder in its home country or in other jurisdictions where such securities are listed.
• The annual report shall contain the following:
(a) Report of board of directors;
(b) Balance Sheet;
(c) Profit and Loss Account;
(d) Auditors Report;
(e) All periodical and special reports (if applicable);
(f) Any such other report which is required to be sent to security holders annually.
• The listed entity shall comply with the requirements with respect to preparation and disclosure in financial results in annual report as specified in Part B of Schedule IV.
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| Regulation 72 | Corporate Governance | • To submit to 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 visà- vis the corporate governance requirements applicable under regulation 17 to regulation 27, to other listed entities. |
| Regulation 73 | Documents and Information to IDR Holder | • To disclose/send the following documents to IDR Holders, at the same time and to the extent that it discloses to security holders in its home country or in other jurisdictions where its securities are listed:
(a) Soft copies of the annual report to all the IDR holders who have registered their email address(es) for the purpose.
(b) Hard copy of the annual report to those IDR holders who request for the same either through domestic depository or Compliance Officer.
(c) the pre and post arrangement capital structure and share holding pattern in case of any corporate restructuring like mergers / amalgamations and other schemes. |
| Regulation 74 | Equitable Treatment to IDR Holders. | • If the listed entity’s equity shares or other securities representing equity shares are also listed on the stock exchange(s) in countries other than its home country, it shall ensure that IDR Holders are treated in a manner equitable with security holders in home country.
• The listed entity shall ensure that for all corporate actions, except those which are not permitted by Indian laws, it shall treat IDR holders in a manner equitable with security holders in the home country.
• In case of take-over or delisting or buy-back of its equity shares, the listed entity shall, while following the laws applicable in its home country, give equitable treatment to IDR holders vis-à-vis security holder in home country.
• The listed entity shall ensure protection of interests of IDR holders particularly with respect to all corporate benefits permissible under Indian laws and the laws of its home country and shall address all investor grievances adequately. |
| Regulation 75 | Advertisements in Newspapers. | • The listed entity shall publish the following information in the newspaper :
(a) periodical financial results required to be disclosed;
(b) Notices given to its IDR Holders by advertisement;
• The information specified above shall be issued in at one English national daily newspaper circulating in the whole or substantially the whole of India and in one Hindi national daily newspaper in India. |
| Regulation 76 | Terms of Indian Depository Receipts | • The listed entity shall pay the dividend as per the timeframe applicable in its home country or other jurisdictions where its securities are listed, whichever is earlier, so as to reach the IDR Holders on or before the date fixed for payment of dividend to holders of its equity share or other securities.
• The listed entity shall not forfeit unclaimed dividends before the claim becomes barred by law in the home country of the listed entity, as may be applicable, and that such forfeiture, when effected, shall be annulled in appropriate cases.
• The Indian Depository Receipts shall have twoway fungibility in the manner specified by the SEBI from time to time. |
| Regulation 77 | Structure of Indian Depository Receipts | • The listed entity shall ensure that the underlying shares of IDRs shall rank pari-passu with the existing shares of the same class and the fact of having different classes of shares based on different criteria, if any, shall be disclosed by the listed entity in the annual report.
• The listed entity shall not exercise a lien on the fully paid underlying shares, against which the IDRs are issued, and that in respect of partly paid underlying
• shares, against which the IDRs are issued and shall also not exercise any lien except in respect of moneys called or payable at a fixed time in respect of such underlying shares.
• The listed entity, subject to the requirements under the laws and regulations of its home country, if any amount be paid up in advance of calls on any underlying shares against which the IDRs are issued, shall stipulate that such amount may carry interest but shall not in respect thereof confer a right to dividend or to participate in profits. |
| Regulation 78 | Record Date | • The listed entity, where it is required so to do in its home country or other jurisdictions where its securities may be listed, shall fix the record date for the purpose of payment of dividends or distribution of any other corporate benefits to IDR Holders.
• The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date. |
| Regulation 79 | Voting. | • The listed entity shall, either directly or through an agent, send out proxy forms to IDR Holders in all cases mentioning that a security holder may vote either for or against each resolution.
• Voting rights of the IDR Holders shall be exercised in accordance with the depository agreement. |
| Regulation 80 | Delisting of Indian Depository Receipt. | • The listed entity shall, if it decides to delist Indian Depository Receipts, give fair and reasonable treatment to IDR holders.
• The listed entity shall comply with such norms and conditions for delisting Indian Depository Receipts as specified by the SEBI or stock exchange in this regard.
• The listed entity shall, in case underlying equity shares are delisted, shall delist and cancel the Indian Depository Receipts. |