1. SEBI vide its Circular dated October 10, 2019 laid down a Framework for issue of Depository Receipts.
2. Para 2.15 of the said circular specifies the following criteria for Permissible holders of Depository Receipts: Permissible holder means a holder of DR, including its Beneficial Owner(s), satisfying the following conditions: (a)who is not a person resident in India; (b)who is not a Non-Resident Indian (NRI)
Explanation1: For the purpose of this Circular, ‘Beneficial Owner’ shall have the same meaning as provided in proviso to sub-rule 1 of rule 9 of Prevention of MoneyLaundering (Maintenance of Records) Rules, 2005, as amended by the Central Government vide notification no. G.S.R. 669(E) dated September 18, 2019.
Explanation 2: The Permissible holder, including its Beneficial Owner(s), shall be responsible for ensuring compliance with this requirement.
3. In this regard, based on representations received from market participants, the revised Para 2.15 of the abovementioned Circular is as under: Permissible holder means a holder of DR, including its Beneficial Owner(s), satisfying the following conditions:
(a)who is not a person resident in India;
(b)who is not a Non-Resident Indian (NRI)
Provided that the restriction under this Clause shall not apply in case of issue of DRs to NRIs, pursuant to share based employee benefit schemes which are implemented by a company in terms of SEBI (Share Based Employee Benefits) Regulations 2014;
Provided further that the restriction under this Clause shall also not apply in case of issue of DRs by the company to NRIs pursuant to a bonus issue or a rights issue;
Explanation1: For the purpose of this Circular, ‘Beneficial Owner’ shall have the same meaning as provided in proviso to sub-rule 1 of rule 9 of Prevention of MoneyLaundering (Maintenance of Records) Rules, 2005, as amended by the Central Government vide notification no. G.S.R. 669(E) dated September 18, 2019.
Explanation 2: The Permissible holder, including its Beneficial Owner(s), shall be responsible for ensuring compliance with this requirement. Explanation 3: Except as permitted under the provisos above, NRIs shall neither subscribe to any further issue of DRs nor make any further acquisition of DRs (including of DRs issued prior to October 10, 2019).”
4. After Para 2.12, the following shall be inserted as Para 2.12A:
2.12A. “The onus of identification of NRIs holders, who are issued DRs in terms employee benefit scheme, would lie with the listed company. The listed company shall provide the information of such NRI DR holders to the designated depository for the purpose of monitoring of limits.”
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