Ministry of Corporate Affairs (MCA) vide its General Circular No. 1/2009 [No.17/67/2009 CL-V] dated 16th June 2009 has clarified that a Global Depository Receipt (GDR) holder is NOT a member as,
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Under Section 41(1) & 41(2) of Companies Act, 1956, a GDR holders name is neither entered as Subscriber to Memorandum (MoA) nor in Register of Members (RoM)
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Under Section 41(3) of Companies Act, 1956, a Overseas Depository Bank under GDR is neither a Depository (as per Depositories Act, 1996) nor holds share as a Beneficial Owner (BO).
Thus, holder of GDR may become a Member only on Transfer or Redemption into Underlying Equity Shares. Though the underlying shares on transfer/redemption is allotted to Overseas Depository Bank, it canNOT be considered as Nominee of GDR holder for the purpose of Section 41 & 42 of Companies Act, 1956
