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Parag Basu Deputy General Manager Corporation Finance Department Division of Issues and Listing-II Phone: +91 22 2285 0451-56, (Extn: 410)
22871582 Fax: +91 22 2204 5633. Email: paragb@sebi.gov.in SEBI/CFD/DIL/IDR/1/2006/3/4 April 3, 2006 The Managing Director/ Executive
Directors/Administrators Of All Stock Exchanges Dear Sir(s)/Madam(s), Sub: Listing Agreement for Indian Depository Receipts (IDRs) 1.
The
Central Government, on 2.
Accordingly,
SEBI has drafted a model listing agreement for such issues, which is annexed
herewith. The Listing Agreement shall be read in conjunction with the Companies
(Issue of Indian Depository Receipts) Rules, 2004 and Chapter VIA of the SEBI
(Disclosure & Investor Protection) Guidelines, 2000, the latter having been
issued vide SEBI circular no. SEBI/CFD/DIL/DIP/20/2006/3/4
dated 3.
The
Stock Exchanges are hereby directed to: (a)
make necessary amendments to the bye-laws for the
implementation of the above decision immediately (b)
bring the provisions of this circular to the notice of the
concerned entities and also to disseminate the same on the website for easy
access to the issuers and investors and (c)
communicate to SEBI, the status of the implementation of
the provisions of this circular in the Monthly Development Report 4.
This
circular is being issued in exercise of powers conferred by Sections 11(1) and
11A of the Securities and Exchange Board of India Act, 1992 to protect
the interests of investors in securities and to promote the development of, and
to regulate the securities market. 5.
These
amendments shall come into force from the date of the circular. This circular,
along with the annexure, is available on SEBI website at www.sebi.gov.in. Yours faithfully, Parag Basu Annexure MODEL LISTING AGREEMENT FOR LISTING OF
INDIAN DEPOSITORY RECEIPTS
This agreement made this ______________________ day
of_____________, ___ by
_____________________________________________________________________________ a
Company/ any other body duly formed and registered under the ________ Act of____________(country)
and having its Registered office
at___________________________________________________________________________________________________________________________
(hereinafter called “the Issuer”) with
the _________ STOCK EXCHANGE (hereinafter called ‘the stock exchange’). Witnesseth
WHEREAS
the Issuer has filed with the stock exchange an application for listing its Indian
Depository Receipts (hereinafter referred to as ‘IDRs’) more particularly
described in Schedule I annexed hereto and made a part hereof. AND
WHEREAS the issuer has filed with the Exchange an application for listing of
IDRs as defined in rule 3(i)(d) of the Companies (Issue of Indian Depository Receipts)
Rules 2004 against …….. (number) of equity shares issued having face value of
……………. which are deposited with ………. custodian. AND
WHEREAS it is a requirement of the stock exchange that there must be filed with
the application an agreement in terms hereinafter appearing, to qualify for the
admission and continuance of the said IDRs upon the list of the stock exchange. The Issuer agrees: a) that advices
of allotment will be issued simultaneously and that in the event of its being
impossible to issue letters of regret at the same time, a notice to that effect
will be inserted in the press so that it will appear on the morning after the
letters of allotment have been posted; b) that
advices of rights entitlement, wherever applicable, will be issued
simultaneously; 2. a) The
Issuer will notify stock exchange at least 7 days in advance of the date of the
meeting of its Board of Directors at which the recommendation or declaration of
a dividend or a rights issue or convertible debentures or of debentures
carrying a right to subscribe to equity shares or the passing over of the
dividend is due to be considered and will recommend or declare all dividend and/or
cash bonuses at least five days before commencement of the closure of its
transfer books or the record date fixed for the purpose. b) The
Issuer will give notice simultaneously to stock exchange in case any proposal
for declaration of bonus issue is to be placed before its Board of Directors and
is communicated as part of the agenda.
No prior intimation is required about the Board Meeting in case the
declaration of bonus issue by the company is not on the agenda of the Board Meeting. c) The
Issuers are also required to send the information in the format which is given
in Schedule III by e-mail 3. The Issuer will,
immediately after the meeting of its Board of Directors has been held to
consider or decide the same, intimate to the Stock Exchange, (within 15 minutes
of the closure of the board meeting) by phone, fax, telegram, e-mail: a)
all dividends and/or cash bonuses recommended or declared or the decision to
pass any dividend or interest payment; b) the total turnover,
gross profit/loss, provision for depreciation, tax provisions and net profits
for the year (with comparison with the previous year) and the amounts
appropriated from reserves, capital profits, accumulated profits of past years
or other special source to provide wholly or partly for the dividend, even if
this calls for qualification that such information is provisional or subject to
audit. c) The Issuers are also required to send the information by
e-mail in the format which is given in Schedule IV. d) The Issuer shall be required to intimate the stock
exchanges within 15 minutes of the closure of the Board Meetings about any decision
on buyback of equity shares. 4. The
Issuer will notify the stock exchange at least twenty-one days in advance of
the date on and from which the dividend on shares will be payable . 5. The
issuer agrees to issue simultaneously the dividend warrants, wherever
applicable, which shall be payable at par at such centers as may be agreed to
between stock exchange and the Issuer and which shall be collected at par, with
collection charges, if any, being borne by the
Issuer, in any bank in the country at centers other than the centers
agreed to between stock exchange and the Issuer, so as to reach the holders of IDRs
on or before the date fixed for payment of dividend,. Provided that the issuer
may make arrangements for electronic credit of dividends within the aforesaid
time limit in such manner as may be approved by the stock exchange. 6. The
Issuer shall within 15 minutes of the closure of any board meeting where any of
the following matters are decided, intimate to the Stock Exchanges by phone,
fax, telegram, e-mail the following: a) short
particulars of any increase of capital whether by issue of bonus shares through
capitalization, or by issue of rights shares, or in any other manner; b) short
particulars of the reissues of forfeited shares or securities, or the issue of
shares or securities held in reserve for future issue or the creation in any
form or manner of new shares or securities or any other rights, privileges or
benefits to subscribe thereto; c) short
particulars of any other alterations of capital, including calls; d) any
other information necessary to enable the holders of the IDRs to appraise the
issuer’s position and to avoid the establishment of a false market. 7. The
Issuer agrees: a) to fix
record date for the purpose of payment of dividends or distribution of any
other corporate benefits to IDR holders in consultation with stock exchange ; [s1]b) to issue – (i) advices
of allotment within six weeks of the record date for the purpose of making a
bonus issue; (ii)
letters of right within six weeks of the record date for the purpose of making
a rights issue and (iii) advices of allotment within six weeks of the last date
fixed by the Issuer for submission of letters of renunciation in case of rights
issue. 8. a) The
company agrees to obtain 'in-principle' approval for listing from the exchanges
where its IDRs are listed, before issuing further IDRs. The company agrees to
make an application to the Exchange for the listing of any new issue of IDRs. b) The
Issuer agrees to make true, fair and adequate disclosure in the offer
documents/draft prospectus/letter of offer in respect of any new or further
issue of IDRs. c) The
Issuer agrees that it shall not issue any prospectus/ offer document/ letter of
offer for public subscription of any IDRs unless the legal and regulatory requirements
relating thereto have been fulfilled. d) The
Issuer further agrees that the Issuer shall submit to the exchange the
following documents to enable it to admit/ list the said IDRs for dealing in SE,
such as - i) a copy
of letter indicating the observation on draft prospectus/ letter of offer/
offer documents by SEBI; and ii) a
certificate from a merchant banker acting as lead manager to the issue
reporting positive compliance by the issuer of the guidelines on disclosure and
investor protection issued by SEBI. and (iii) a
due diligence report from the domestic depository e) in the event of
non-submission of the documents as mentioned in sub-clause (d) above by the
Issuer to the stock exchange or withdrawal of the observation letter by SEBI at
any time before grant of permission for listing/ admission to dealing of the IDRs,
the IDRs shall not be eligible for listing/ dealing, as the case may be, and
the company shall be liable to refund the subscription monies to the respective
investors immediately. f) The company agrees that it shall disclose the
pre and post arrangement capital structure and share holding pattern to the IDR
holders in case of corporate restructuring like mergers / amalgamations and
other schemes in advance g) The company agrees to ensure that any scheme
of arrangement/amalgamation/merger/ reconstruction/reduction of capital, etc.,
to be presented to any Court or Tribunal does not in any way violate, override
or circumscribe the provisions of securities laws or the stock exchange
requirements. Explanation: For the purpose of this sub-clause,
’securities laws' mean the Companies (Issue of Indian Depository Receipts)
Rules, 2004, the SEBI Act, 1992, the Securities Contracts (Regulation) Act,
1956, the Depositories Act, 1996 and section 605A of the Companies Act, 1956 and
the provisions thereof which are administered by SEBI under section 55A and,
the rules, regulations, guidelines etc. made under these Acts and the Listing
Agreement. 9. In the
event of the Issuer granting any options to purchase any shares of the Issuer,
the Issuer will promptly notify SE: a) of the
number of shares covered by such options, of the terms thereof and of the time
within which they may be exercised; b) of any
subsequent changes or cancellation or exercise of such options. 10. (1)
The issuer shall notify the exchange without delay of any change in the rights
attaching to any class of equity shares into which the IDRs are exchangeable. 11. The
Issuer will promptly notify SE: a) of any
change in the Issuer’s directorate by death, resignation, removal or otherwise; b) of any
change of Managing Director,; c) of any
change of Auditors appointed to audit the books and accounts of the Issuer; d) of any
change in the compliance officer and company secretary; e) of any
change in the domestic depository or the overseas custodian bank. 12. The Issuer
will forward to stock exchange promptly and without application:- a) copies
of the Annual Reports, which shall include the Balance Sheet and Profit &
Loss Account, Directors’ Report and the Auditors Report and of all periodical
and special reports as soon as they are issued; b) copies
of all notices, resolutions and circulars relating to new issue of capital
prior to their dispatch to the equity shareholders or IDR holders; c) copies
of all the notices, call letters or any other circulars including notices of
meetings at the same time as they are sent to the equity shareholders, IDR
holders, debenture holders or creditors or any class of them or as they are advertised
in the Press. d) copy
of the proceedings at all Annual and Extraordinary General Meetings of the
Issuer; e) copy
of the deposit agreement as soon as it is executed. f) copies
of all notices, circulars, etc., issued or advertised in the press either by
the Issuer, or by any other body corporate which the Issuer proposes to absorb
or with which the Issuer proposes to merge or amalgamate, or under orders of
the court or any other statutory authority in connection with any merger,
amalgamation, re-construction, reduction of capital, scheme or arrangement,
including notices, circulars, etc. issued or advertised in the press in regard
to meetings of equity shareholders, IDR holders or any class of them and copies
of the proceedings at all such meetings. 13. The
Issuer agrees:- a) that
it will not exercise a lien on its fully paid IDRs and that in respect of
partly paid IDRs it will not exercise any lien except in respect of moneys
called or payable at a fixed time in respect of such IDRs; b) that
it will not forfeit unclaimed dividends before the claim becomes barred by law
and that such forfeiture, when effected, will be annulled in appropriate cases; c) that
if any amount be paid up in advance of calls on any IDRs it will stipulate that
such amount may carry interest but shall not in respect thereof confer a right
to dividend or to participate in profits; [s2]e) that when notice is
given to its security holders by advertisement, it will advertise such notice
in at least one leading National daily newspaper. 14. The company agrees
to file with the Exchange the shareholding pattern on a quarterly basis within
15 days of end of the quarter in the following form : Distribution
of Shareholding as on quarter ending …..
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