The era of globalization has brought about a storm of change that has overturned almost every aspect of business and trade. It has affected every industry, every sector, every nation and every economy, giving rise to the concept of the world being a global village, where there are no boundaries. With the advent of globalization, there is a need amongst the investors to expand their horizons beyond their local security markets. Indian Depository Receipts, or IDRs, are a result of this phenomenon. It is a rupee-denominated, derivative financial instrument that allows foreign firms to raise capital in India. The need for international diversification of an investor's portfolio has driven the formation of this financial instrument. The rising economy of India is making India an irresistible investment playfield for investors throughout the world. Although IDR is not very different from other financial instruments, it has its own set of merits and de-merits. It allows firms to broaden and diversify their investor base, thereby promoting a global image for the firm. Although its American counterpart American Depository Receipt (ADR) has been there since the 1920s, IDR is relatively young, being born in 2004, and even then it was widely unpopular due to the rigid conditions RBI had put on the applicant firms. It was only after the changes made in the ruling in 2007 that the concept of IDRs gained momentum, with Standard Chartered becoming the first firm ever to apply for registration of IDR issues in April 2010. A lot remains to be seen about the future of IDRs and the role they play in the Indian Economy. This paper gives the reader a simplified insight into the inner workings of IDRs, what they are; how they are issued, their pros and cons for both individual investors as well as institutional investors; all of this minus the superfluous and baffling technical jargon. Section 2 deals with defining what IDRs are and why they are needed, while section 3 deals with the history of IDRs. Section 4 deals with a brief overview of the whole process of issuing and registering for issuance of IDRs. Section 5 deals with the advantages and disadvantages of IDRs and section 6 deals with a comparison of IDR with its American counterpart. Section 7 provides an insight into the Standard Chartered story: the first ever firm to register for an IDR issue. Lastly section 8 deals with the future prospects of IDRs, what it can do for investors and the Indian Economy. Section 9 and 10 provide the conclusion and references respectively.
2. Indian Depository Receipts As per the definition given in the Companies (Issue of Indian Depository Receipts) Rules, 2004, an Indian Depository Receipt is defined as: "A rupee-denominated instrument in the form of a depository receipt created by a Domestic Depository (custodian of securities registered with the Securities and Exchange Board of India) against the underlying equity of issuing company to enable foreign companies to raise funds from the Indian securities Markets." The concept and the need for IDRs can be best understood with an example. Say, Mr A, an Indian investor, wants to invest money in AutoNation, a US company listed on the New York Stock Exchange. The traditional method for investing would be to contact a broker of NYSE and deal with him. But it is not as simple as it sounds. Mr. A will have to face a lot of obstacles such as unstable settlements, fluctuating currency conversions, unfamiliar market regulations, unreliable information channels and perplexing tax conventions and internal investment policies. All of these are more than enough to put even the most experienced investors off their game, which defeats the whole point of them investing in foreign markets in the first place. What IDRs do, is allow people like you and me (assuming both of us are blind as a bat when it comes to finance) to invest in foreign companies and diversify our portfolio, without the aforementioned hassles. When a foreign company, like AutoNation, wants Indian investors (like Mr. A) to raise money, it will use Indian Depository Receipts (IDR). An IDR will represent underlying shares of AutoNation, but will be denominated in Indian currency. Just like the shareholder of a regular equity, Mr. A will own a part of AutoNation, and will be entitled to dividends, rights issues and other such payouts that AutoNation issues. The basic purpose behind IDRs is to achieve Cross listing. A foreign company will have the primary listing on its domestic exchange (like NYSE or LSE) while its listing on the NSE or BSE will be secondary. An IDR has to be listed on Indian stock exchanges (like BSE and the NSE), and can be traded like regular equity shares. It allows people to invest in foreign companies without trying to scrutinize every intricacy of the trading laws and practices in that country. Also, since it is rupee-denominated, there are no hassles regarding currency conversions and fluctuating rupee values.
3. The IDR Issue Process The idea of IDRs was conceived by the Ministry of Corporate Affairs as early as 1997, via the Company Bill. But the actual amendments happened in the form of section 605A of Companies Act. In 2002, a draft of IDR rules was declared and changes were made after citing expert opinions. This finally became the Companies (Indian Depository Receipts) Rules, 2004. The regulatory body for IDRs is SEBI (Securities Exchange Board of India), which issues the guidelines for applicant companies and specifies the eligibility requirements. The model listing agreement (this is the agreement the foreign company is supposed to get into with the exchange where the IDRs will be listed) for IDRs can be found on the SEBI website for all interested parties.
3.1 Eligibility Criteria for Foreign Issuers The eligibility criteria for the foreign companies who want to issue IDRs were somewhat stiff earlier, which was the main reason behind IDRs being unpopular. But in July 2007, substantial steps were taken towards encouraging investments in IDR. Making the selection criteria more lenient was the first step towards this. The revised eligibility criteria are defined as: "a. The foreign company should have PreÃ¢â‚¬Âissue paidÃ¢â‚¬Âup capital and free reserves of at least US$ 50 million and have a minimum average market capitalization (during the last 3 years) in its parent country of at least US$ 100 million b. It should have a continuous trading record on a stock exchange in its parent country for at least three immediately preceding years c. It should have a track record of distributable profits for at least three out of preceding five years d. The underlying shares shall not exceed 25 percent of the post issue number of equity shares of the company. " CONCLUSION The internationalization of stock markets due to globalization has driven a large number of countries (both developed and developing) to unbolt their stock markets to foreign investors and to relax their previously stringent laws restricting their citizens from investing abroad. Indian markets are taking a dynamic role in this transmutation through IDRs. Undoubtedly, India has enough depth in its security markets to attract sizeable investor interest for IDRs. But problems like an unfavourable, stringent regulatory environment, difficulty in accessing markets, fungibility issues, instability of policies, etc., provided substantial hindrances to the growth of IDRs in India. Certain positive steps by SEBI like the amendment of the previous regulations and a decision to reserve almost 30 % issues for retail investors has made IDRs catch attention of global giants. It has started with Standard Chartered Bank getting a green light to Rs 50 billion through an IDR issue in 2010. It will be interesting to see if this will be an indication towards other foreign companies entering the IDR market. FURTHER READINGS Gordon J. Alexander et al., Asset Pricing and Dual Listing on Foreign Capital Markets: A Note Ernst & Young "Doing Business in India - Tax and Business Guide 2005" Agarwal, R. N., 2000, 'Financial Integration and Capital Markets in Developing Countries: A Study of Growth, Volatility and Efficiency in the Indian Capital Market', mimeo, Institute of Economic Growth, Delhi Garbade, K. D. and Silber, W. L., 1979, 'Dominant and Satellite Markets: A Study of Dually Traded Securities', Review of Economics and Statistics Grubel, H., 1968, 'Internationally Diversified Portfolio: Welfare Gains and Capital Flows', American Economic Review Howe, J. S. and Madura, J., 1990, 'The Impact of International Listings on Risk: The Implications for Capital Market Integration', Journal of Banking and Finance Jayaraman, N., Shastri, K., and Tandon, K., 1993, 'The Impact of International Cross Listings on Risk and Return', Journal of Banking and Finance Kumar, M. and Saudagaran, S. M., 2001, 'The Impact of International Listings on Liquidity: Evidence from the Indian Stock Market', Fifth Capital Markets Conference 2001 Patil, R. H., 1994, 'Capital Market Developments', The Journal of the Indian Institute of Bankers Shah, A., 1995, 'The Tale of One Market Inefficiency: Abnormal Returns around GDR Issues by Indian Firms', Centre for Monitoring Indian Economy Hansda, Sanjay K. and Ray, Partha, 2002, 'BSE and Nasdaq: Globalisation, Information Technology and Stock Prices', Economic and Political Weekly Wall Street Journal, 1996."Special report on global investing". Heston, S L and K G Rowenhorst. 1994. "Does Industrial structure explain the benefits of International diversification", Journal of Financial Economics ONLINE REFERENCES www.rbi.org.in www.gdr.in www.standardchartered.co.in http://economictimes.indiatimes.com/ http://www.business-standard.com/ www.thehindubusinessline.com www.bankingupdate.com www.mca.gov.in www.ficci.com http://banking.indlaw.com/