Notwithstanding anything contained in any other law for the time being in force, the Central Government may make rules applicable for:—
a. the offer of Indian Depository Receipts;
b. the requirement of disclosures in prospectus or letter of offer issued in connection with Indian Depository Receipts;
c. the manner in which the Indian Depository Receipts shall be dealt with in a depository mode and by custodian and underwriters; and
d. the manner of sale, transfer or transmission of Indian Depository Receipts, by a company incorporated or to be incorporated outside India, whether the company has or has not established, or will or will not establish, any place of business in India.
Legal Commentary & Landmark Judgments: Section 390
Section 390 empowers foreign companies to issue and offer Indian Depository Receipts (IDRs) to the public in India, subject to regulatory oversight by SEBI and compliance with Central Government rules.
In disputes regarding IDR trading, redemption, or two-way fungibility, ensure compliance with both the Companies (Issue of IDRs) Rules and SEBI LODR Regulations. Plead any failure in fungibility disclosures or custodian breaches as violations of SEBI regulations actionable before the Securities Appellate Tribunal (SAT).