Indian Depository Receipts (IDRs)
Indian Depository Receipts (IDRs) represent a unique financial instrument that enables foreign companies to raise capital in Indian markets without establishing a physical presence or undergoing full-fledged listing in India. Governed by Section 390 of the Companies Act, 2013 and Rule 13 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, IDRs serve as a bridge between international corporations and Indian investors, facilitating cross-border capital flows while maintaining regulatory oversight.
Certificate of Incorporation
The Certificate of Incorporation is the foundational legal document that transforms a proposed business venture into a distinct legal entity with separate juristic personality. Governed by Section 7 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, this certificate marks the corporate birth and enables the company to exercise all legal rights including contracting, owning property, and conducting business in its own name.
Public Offer
A Red Herring Prospectus is a preliminary prospectus issued by a company intending to make a public offer of securities. It serves as an initial disclosure document that provides investors with substantial information about the offering while certain critical detail particularly the quantum and price of securities remain undecided at the time of issuance.
Loan and Investment by Company
The provisions relating to loans and investments by companies under the Companies Act, 2013 were introduced to ensure transparency, financial discipline, and protection of shareholders’ funds. In the past, companies had greater freedom in giving loans or making investments, which sometimes led to misuse or diversion of resources.
Issue of Securities in Dematerialised Form by Private Companies
Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 mandates the dematerialisation of securities for private companies meeting specified criteria. This regulatory framework aims to enhance transparency, facilitate easier transfer of securities, and align private companies with modern securities management practices established under the Depositories Act, 1996.
Investments of Company to be Held in its Own Name
The provision relating to investments of a company to be held in its own name was introduced under the Companies Act, 2013 to ensure transparency and proper ownership of securities acquired by a company under Section 187 of the Companies Act, 2013. It aims to prevent misuse, benami holdings, or concealment of investments by requiring that all investments be registered in the company’s name, except in specified circumstances.
Global Depository Receipt (GDR)
Under Section 41, a company may issue Depository Receipts in any foreign country after passing a special resolution in its general meeting, and in such manner and subject to such conditions as may be prescribed. Global Depository Receipts represent an instrument issued overseas, backed by underlying equity shares of an Indian company. A listed company may issue Depository Receipts.
Form RD 1 – Form for Filing Application to Central Government (Regional Director)
Form RD-1 is an electronic form prescribed under the Companies (Incorporation) Rules, 2014, used for making applications to the Regional Director for specific corporate actions requiring regulatory approval. The form serves as the primary mechanism for companies seeking approval for change in financial year and conversion from public to private company
Form INC-20A – Declaration for Commencement of Business
INC-20A was introduced under the Companies Act, 2013 through an amendment to ensure that newly incorporated companies actually bring in their subscribed share capital before starting operations or borrowing funds. Earlier, companies could be incorporated and remain inactive or be misused without verification of capital infusion. To address this, the government made it mandatory for certain companies (especially those having share capital and incorporated after the amendment) to file a declaration confirming that subscribers have paid for the shares they agreed to take. This requirement promotes transparency, prevents the creation of shell companies, and ensures that businesses begin operations with genuine financial backing.
Dematerialisation of Securities
Dematerialisation refers to the process of converting securities held in physical form (paper certificates) into electronic form maintained in dematerialised accounts with depositories. This transformation from tangible to intangible representation of ownership has revolutionized securities holding and transfer mechanisms, enhancing efficiency, security, and transparency in capital markets.