A.P. (DIR Series) Circular No. 5, dated 22-7-2009 : Issue of Indian Depository Receipts (IDRs).

This Circular makes operational the rules/guidelines for
issue of Indian Depository Receipts by companies resident outside India
through a Domestic Depository.

This Circular also lays down criteria for issue, purchase,
transfer and redemption of IDR. Some of the important points are as under :

1. IDR must be
   denominated in Indian Rupees.

2. Financial/Banking companies having presence in India, either through a
   branch or subsidiary, will have to obtain approval of the sectoral
   regulator(s) before they can issue IDR.

3. The company
   issuing IDR will have to immediately repatriate the proceeds of the issue.

4. IDR can be
   purchased, held and transferred by persons resident in India, FII & NRI.
   Provisions of FEMA will not be applicable to investment and transfer of IDR
   by persons resident in India. FII and NRI will have to comply with the
   provisions of Notification No. FEMA 20/2000-RB, dated May 3, 2000, as
   amended from time to time. Further, NRI can only invest out of funds held in
   their NRE/FCNR(B) accounts.

5. Automatic
   fungibility of IDR is not permitted.

6. IDR can be
   converted into underlying equity shares after one year from the date of
   their issue.

7. Listed
   Indian companies and Indian mutual funds, registered with SEBI can sell or
   continue to hold the underlying shares, subject to the terms and conditions
   as per Regulations 6B & 7 and 6C, respectively, of Notification No. FEMA
   120/RB-2004, dated July 7, 2004, as amended from time to time.

8. Other
   persons resident in India, including resident individuals, have to sell the
   underlying shares within a period of 30 days from the date of conversion of
   the IDR into underlying shares.

9. Provisions
   of FEMA will not apply to the holding of the underlying shares, on
   redemption of IDR by FII, including SEBI approved sub-accounts of the FII,
   and NRI.