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What is an Indian Depository Receipt?

An Indian Depository Receipt (IDR) is a financial instrument denominated in Indian Rupees. It is created by a Domestic Depository, usually an Indian bank, against the underlying equity shares of a foreign company. These shares are held by an Overseas Custodian Bank, located in the foreign company's home country. Effectively, an IDR allows a foreign company to list its shares on Indian stock exchanges without directly listing its equity. Indian investors can then buy and sell these IDRs on platforms like the National Stock Exchange (NSE) and BSE Limited, similar to how they trade shares of Indian companies. The IDR represents a certain number of underlying shares of the foreign company. This mechanism facilitates investment in foreign entities by Indian residents, providing access to international companies without requiring them to invest directly in foreign markets.

Key Features of IDRs

  • Rupee Denomination:

    IDRs are denominated in Indian Rupees, making them accessible to Indian investors who primarily deal in the domestic currency.

  • Listing on Indian Exchanges:

    IDRs are listed and traded on Indian stock exchanges (BSE and NSE), allowing for easy buying and selling through existing Demat and trading accounts.

  • Underlying Foreign Shares:

    Each IDR represents a certain number of underlying equity shares of a foreign company, held by an overseas custodian.

  • Domestic Depository:

    An Indian financial institution, known as the Domestic Depository, issues the IDRs. This entity manages the IDR program in India.

  • Overseas Custodian:

    A bank in the foreign company's home country acts as the Overseas Custodian, holding the underlying shares.

  • No Direct Share Ownership:

    Investors in IDRs do not directly own the underlying shares of the foreign company. Instead, they own the IDR, which is a claim on those shares.

  • Dividend and Voting Rights:

    IDR holders are typically entitled to receive dividends declared by the foreign company, converted into Indian Rupees. Voting rights are often passed through to IDR holders, though the process for exercising them may involve the depository.

Eligibility Criteria for Issuing IDRs

For a foreign company to issue IDRs in India, it must meet specific eligibility criteria set by regulatory bodies like the Securities and Exchange Board of India (SEBI).

  • Incorporation and Listing:

    The issuer must be incorporated outside India and should be listed on a stock exchange in its home country.

  • Minimum Paid-up Capital and Net Worth:

    The foreign company must have a minimum paid-up capital and free reserves of USD 50 million and an average turnover of USD 100 million during the three financial years immediately preceding the IDR issue.

  • Profitability Record:

    The company should have a track record of distributable profits for at least five years preceding the issue.

  • Debt-to-Equity Ratio:

    The pre-issue debt-to-equity ratio of the company should not be more than 2:1.

  • Compliance with Home Country Laws:

    The company must be in compliance with the securities laws and regulations of its home country.

  • Prior Offerings:

    The issuer or its group company should not have been debarred from accessing the capital market by any regulatory authority.

  • Minimum Offer Size:

    The size of the IDR issue should be at least ₹50 crore.

Process of Issuing Indian Depository Receipts

The process of issuing Indian Depository Receipts (IDRs) is a structured procedure that enables foreign companies to raise capital from the Indian securities market. This multi-stage process is overseen by the Securities and Exchange Board of India (SEBI) and involves collaboration among several financial intermediaries.

Initially, a foreign company that seeks to issue IDRs must appoint an Indian merchant banker to act as the lead manager for the issue. Simultaneously, the company designates a Domestic Depository, typically an Indian bank, responsible for issuing the IDRs, and an Overseas Custodian Bank, located in the company’s home country, which holds the actual underlying equity shares. Following these appointments, the merchant banker conducts thorough due diligence on the foreign company, assessing its financial health and compliance. The foreign company then secures all necessary approvals from its regulatory bodies and board of directors in its home country.

With these prerequisites in place, the foreign company, through its merchant banker, submits a Draft Red Herring Prospectus (DRHP) to SEBI. This comprehensive document contains detailed information about the foreign company, the specifics of the proposed IDR issue, associated risks, and its financial performance. SEBI meticulously reviews this DRHP, and upon providing its observations and granting clearance, the foreign company is permitted to proceed with the public offering. The crucial step of depositing the underlying equity shares of the foreign company with the designated Overseas Custodian Bank then takes place. Once these shares are secured, the Domestic Depository issues the corresponding IDRs to Indian investors. The IDRs are subsequently offered to the public in India through an Initial Public Offering (IPO), following procedures akin to those for Indian equity shares. Indian investors submit their applications for these IDRs via their registered stockbrokers. After the closure of the subscription period, the IDRs are allotted to successful applicants, and the allotted IDRs are then credited to their Demat accounts. Finally, these IDRs are listed on prominent Indian stock exchanges, such as BSE Limited and the National Stock Exchange of India, making them available for trading in the secondary market.

Advantages of Investing in IDRs

  • Access to Global Companies:

    IDRs provide Indian investors with a mechanism to invest in large, established foreign companies that might not otherwise be accessible through direct investment.

  • Diversification:

    Investing in IDRs can help diversify an Indian investor's portfolio by providing exposure to international markets, industries, and economic cycles, which may not correlate directly with the Indian market.

  • Rupee Denomination:

    As IDRs are denominated in Indian Rupees and traded on Indian exchanges, investors avoid the complexities of foreign currency conversion and direct international trading regulations.

  • Transparency and Regulation:

    IDRs are regulated by SEBI, offering a degree of regulatory oversight similar to Indian equities. Information about the issuer is typically available in English.

  • Liquidity:

    Once listed, IDRs can be traded on Indian stock exchanges, providing liquidity to investors who wish to buy or sell their holdings before the foreign company's underlying shares are withdrawn.

Risks Associated with IDRs

  • Currency Risk:

    While IDRs are Rupee-denominated, the underlying assets are in a foreign currency. Fluctuations in the exchange rate between the Indian Rupee and the foreign currency can impact the value of the IDR and the effective dividend payouts.

  • Market Risk:

    IDRs are subject to the market risks of both the Indian stock market (where they are traded) and the foreign company's home market (where the underlying shares are listed). Changes in market conditions in either jurisdiction can affect IDR prices.

  • Liquidity Risk:

    The trading volume for IDRs on Indian exchanges might be lower compared to actively traded Indian equities. This can sometimes make it challenging to buy or sell large quantities of IDRs quickly without affecting the price.

  • Regulatory Changes:

    Changes in regulatory frameworks in India or the foreign company's home country can impact the IDR program, potentially affecting convertibility or trading.

  • Information Asymmetry:

    While disclosures are made, Indian investors might have less direct access to real-time, comprehensive information about the foreign company compared to local investors in the company's home market.

Comparison: IDRs vs. ADRs and GDRs

Feature

Indian Depository Receipt (IDR)

American Depository Receipt (ADR)

Global Depository Receipt (GDR)

Issuer

Foreign company

Foreign company

Foreign company

Target Investors

Indian investors

US investors

International investors (excluding US)

Listing Exchange

Indian stock exchanges (BSE, NSE)

US stock exchanges (NYSE, NASDAQ)

European exchanges (e.g., London, Luxembourg)

Denomination

Indian Rupee (₹)

US Dollar ($) \$

US Dollar () or Euro (€)

Underlying Shares

Foreign company's shares

Foreign company's shares

Foreign company's shares

Conclusion

Indian Depository Receipts serve as a financial instrument that bridges the Indian and international capital markets. They allow foreign companies to access Indian capital and provide Indian investors with a means to invest in the equity of companies incorporated abroad. Understanding the structure, issuance process, and associated advantages and risks is a part of navigating the investment landscape that IDRs present.

Disclaimer: This article is for informational purposes only and should not be considered financial advice. Please consult with a qualified financial advisor before making any investment decisions.

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