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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 February 23, 2004 issued the Companies (Issue of Indian Depository Receipts) Rules, 2004 (IDR Rules), under Section 605A of the Companies Act, 1956. Rule 5 (iii) of the IDR Rules states that the issuing company, seeking permission under Rule 5 (i) of the IDR Rules, shall obtain in-principle listing permission from one or more stock exchanges having nation wide trading terminals in India. Further, under Rule 9 of the said Rules, the IDRs issued under this Rule shall be listed on the recognized Stock Exchange(s) in India.

 

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 April 3, 2006.

 

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.

 

NOW THEREFORE in consideration of the stock exchange having agreed to list the said IDRs, the Issuer hereby covenants and agrees with the stock exchange as follows:

 

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;

d) that it will send out proxy forms to security holders in all cases, such proxy forms being so worded that a security holders may vote either for or against each resolution;

[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.

[s3] 

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 …..

 

Category

No of shares

Held

Percentage of

shareholding

Promoter's holding

 

 

Promoters*

 

 

 

Persons acting in Concert #

 

 

Sub-Total

 

 

Non-Promoters Holding

 

 

Institutional Investors

- IDR holders

- Shareholders

 

 

Mutual Funds

- IDR holders

- Shareholders

 

 

Banks, Financial Institutions,

Insurance Companies

IDR holders

Shareholders

 

 

Sub-Total

 

 

Others

 

 

Private Corporate Bodies

IDR holders

Shareholders

 

 

Persons resident outside India

Individuals

Others

 

 

Indian Public

IDR holders

Shareholders

 

 

Any other (please specify)

 

 

Sub-Total