LISTING AGREEMENT FOR DEBT SECURITIES

This agreement made at ___________ this ______________________ day of___________20_____by_____________________ an issuer duly formed and registered under ________ (mention relevant Act) and having its Registered office at ___________________ (hereinafter called “the Issuer”) with the _________ (name of the Stock Exchange) (hereinafter called 'the Exchange'). 

WHEREAS the Issuer has filed with the Exchange an application for listing its debt

securities that have been issued by way of an offer document prepared in compliance with Schedule I of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 annexed hereto and made a part thereof. 

NOW THEREFORE in consideration of the Exchange having agreed to list the said securities, the Issuer hereby agrees to covenants stipulated in Part A or Part B (depending upon the status of listing of equity shares of the Issuer) of this Listing Agreement and agrees with the Exchange as follows :-

PART A

(Applicable where equity shares of the Issuer are listed)

1   The Issuer agrees that in addition to the covenants in this part of this

agreement executed between the Issuer and the Exchange, the issuer shall

be bound by the covenants provided in the equity Listing Agreement

Provided that covenants in the Equity Listing Agreement, which are not

applicable to issue of debt securities in terms of the SEBI (Issue of Listing of

Debt Securities) Regulations 2008, shall not be applicable in respect of this

Listing Agreement.

Provided further that the issuer who has submitted any information to the

Exchange in compliance with the disclosure requirements under the equity

Listing Agreement, need not re-submit any such information under this Listing

Agreement without prejudice to any power conferred on the Exchange or

SEBI or any other authority under any law to seek any such information from

     the issuer.”

2. The Issuer agrees that it shall forward to the debenture trustee promptly, whether a request for the same has been made or not: 

(a)  a copy of the Statutory Auditors' and Directors' Annual Report, Balance Sheet and Profit & Loss Account and of all periodical and special reports at the same time as they are issued; 

(b)  a copy of all notices, resolutions and circulars relating to new issue of debt securities at the same time as they are sent to shareholders/ holders of debt securities; 

(c)  a copy of all the notices, call letters, circulars, proceedings, etc. of the meetings of debt security holders at the same time as they are sent to the

       holders of debt securities or advertised in the media; 

(d) a half-yearly certificate regarding maintenance of 100% asset cover in

respect of listed debt securities, by either a practicing company secretary or a

practicing chartered accountant, along with the half yearly financial results.

Provided that submission of such half yearly certificates is not applicable in

cases where an issuer is a Bank or NBFC registered with RBI or where bonds

are secured by a Government guarantee.”

Explanation : Issuer may, subject to the consent of the debenture trustee, send