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Model Listing Agreement for listing on SME Exchange

[For listing of specified securities issued or migrated on SME exchange, in terms of Chapter XA of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009]

This agreement made this ……………………… day of ………………………., by ……………………………………………a Company/any other body duly formed and registered under the relevant Act and having its registered office at………………………………………………………………….. (hereinafter called “the Issuer”) with the ……………………. Stock Exchange Limited (hereinafter called “Stock Exchange).

Witnesseth

WHEREAS the Issuer has filed with the Stock Exchange, an application for listing of its securities more particularly described in Schedule I / Schedule II annexed hereto and made a part hereof.

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 securities upon the list of the Stock Exchange.

NOW THEREFORE in consideration of the Stock Exchange having agreed to list the said securities, the Issuer hereby covenants and agrees with the Stock Exchange as follows:

1. The Issuer agrees:

(a) that letters 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 the press so that it will appear on the morning after the letters of allotment have been posted;

(b) that letters of right will be issued simultaneously;

(c) that letters of allotment, acceptance or rights will be serially numbered, printed on good quality paper and examined and signed by a responsible officer of the Issuer and that whenever possible they will contain the distinctive numbers of the securities to which they relate;

(d) that letters of allotment and renounceable letters of right will contain a provision for splitting and that when so required by the Stock Exchange, the form of renunciation will be printed on the back of or attached to the letters of allotment and letters of right;

(e) that letters of allotment and letters of rights will state how the next payment of interest or dividend on the securities will be calculated.

2. The Issuer will issue, when so required, receipts in such forms as prescribed by the Stock Exchange, for all securities deposited with it whether for registration, sub-division, consolidation, renewal, exchange or for other purposes.

3. The Issuer agrees:

(a) to have on hand at all times a sufficient supply of certificates to meet the demands for transfer, sub-division, consolidation and renewal;

(b) to issue certificates or pucca receipts within one month of the date of the expiration of any right to renunciation;

(c) to issue certificates within one month of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies or to issue within fifteen days of such lodgment for transfer, pucca transfer receipts in denominations corresponding to the market units of trading autographically signed by a responsible official of the Issuer and bearing an endorsement that the transfer has been duly approved by the directors or that no such approval is necessary;

(d) to issue without charge balance certificates, within one month, if so required;

(e) to issue new certificates in replacement of those which are lost within six weeks of notification of loss and receipt of proper indemnity.

4. The Issuer agrees:

(a) to issue, unless the Stock Exchange otherwise agrees and the parties concerned desire, allotment letters, share certificates, call notices and other relevant documents in such units of trading (market units) as may be specified by the Stock Exchange;

(b) to split certificates, letters of allotment, letters of right, and split, consolidation, renewal and pucca transfer receipts of large denominations into smaller units;

(c) to consolidate certificates of small denominations into denominations corresponding to the market units of trading or other units as may be decided by the Stock Exchange from time to time;

(d) to issue within one week split, consolidation and renewal receipts duly signed by an official of the Issuer and in denominations corresponding to the market units of trading, particularly when so required by the Stock Exchange;

(e) to exchange rights or entitled shares into coupons or fractional certificates when so required by the Stock Exchange;

(f) to issue call notices and splits and duplicates thereof in a standard form acceptable to the Stock Exchange, to forward a supply of the same promptly to the Stock Exchange for meeting requests for blank, split and duplicate call notices, to make arrangements for accepting call moneys at all centers where there are recognized stock exchanges in India and not to require a discharge on call receipts.

(g) to accept the discharge of the member of the Stock Exchange on split, consolidation and renewal receipts as good and sufficient without insisting on the discharge of the registered holders.

5. When documents are lodged for sub-division, consolidation or renewal through the clearing house of the Stock Exchange, the Issuer agrees:

(a) that it will accept the discharge of an official of the Stock Exchange and Clearing House on the Issuers split, consolidation and renewal receipts as good and sufficient without insisting on the discharge of the registered holders;

(b) that when the Issuer is unable to issue certificates or split, consolidation or renewal receipts immediately on lodgment, it will verify whether the discharge of the registered holders on the documents lodged for sub-division, consolidation or renewal and their signature on the relative transfers are in order.

6. For shares issued pursuant to the public issues or any other issue which remain unclaimed and are lying in the escrow account, the issuer agrees to comply with the following procedure:

(a) The registrar to the issue shall send at least three reminders at the address given in the application form as well as captured in depositorys database asking for the correct particulars. If no response is received, the unclaimed shares shall be credited to a demat suspense account with one of the Depository Participants, opened by the issuer for this purpose.

(b) Any corporate benefits in terms of securities accruing on such shares viz. bonus shares, split etc., shall also be credited to such demat suspense account.

(c) The issuer shall maintain details of shareholding of each individual allottee whose shares are credited to such suspense account.

(d) As and when the allottee approaches the issuer, the issuer shall credit the shares lying in the suspense account to the demat account of the allottee to the extent of the allottees entitlement after proper verification of the identity of the allottee.

(e) The suspense account shall be held by the issuer purely on behalf of the allottees who are entitled for the shares and the shares held in such suspense account shall not be transferred in any manner whatsoever except for the purpose of allotting the shares to the allottee as and when he/she approaches the issuer.

(f) The voting rights on such shares shall remain frozen till the rightful owner claims the shares.

(g) The issuer shall disclose the following details in its Annual Report, as long as there are shares in the suspense account:

(i) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

(ii) Number of shareholders who approached Issuer for transfer of shares from suspense account during the year;

(iii) Number of shareholders to whom shares were transferred from suspense account during the year:

(iv) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;

(v) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

7. The Issuer will, if so required by the stock exchange, certify transfer against letters of allotment, certificates and balance receipts and in that event the Issuer will promptly make on transfers an endorsement to the following effect;

Name of Issuer ……..…………….……………… Certificate/Allotment Letter No. ….………………………… for the within mentioned …..……………….. securities is deposited in the Issuers Office against this transfer No. …………………………. Signature(s) of Official(s) ………………………… Date …………………

8. On production of the necessary documents by security holders or by members of the stock exchange, the Issuer will make on transfer an endorsement to the effect that the Power of Attorney or Probate or Letters of Administration or Death Certificate or Certificate of the Controller of Estate Duty or similar other documents have been duly exhibited to and registered by the Issuer.

9. The Issuer agrees that it will not make any charge:

(a) for registration of transfers of its share and debentures;

(b) for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading;

(c) for sub-division of renounceable letters of rights;

(d) for issue of new certificates in replacement of those which are old, decrepit or worn out, or where the cages on the reverse of recording transfers have been fully utilised;

(e) for registration of any power of attorney, probate, letters of administration or similar other documents.

10. The Issuer agrees that it will not charge any fees exceeding those, which may be agreed upon with the Stock Exchange--

(a) for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed;

(b) for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations other than those fixed for the market units of trading.

11. The Issuer will promptly verify the signatures of shareholders on allotment letters, split, consolidation, renewal, transfer and any other temporary receipts and transfer deeds when so required by the shareholders or a member of the Stock Exchange or by the Clearing House.

12. The Issuer agrees that it will entertain applications for registering transfers of its securities when:

(a) the instrument of transfer is in any usual or common form approved by the stock exchange; and

(b) the transfer deeds are properly executed and accompanied either by certificates or by letters of allotment, pucca transfer receipts, split, consolidation or renewal receipts duly discharged either by the registered holders or, in the case of split, consolidation or renewal receipts, by the members of the Stock Exchange or an official of Clearing House as provided herein, and

(c) the transferee(s) furnish a copy of their PAN card to the Issuer/RTAs for registration of transfer of shares, for securities market transactions and off-market/private transactions involving transfer of shares in physical form.

13. On lodgment of the proper documents, the Issuer agrees that it will register transfers of its securities in the name of the transferee except:

(a) when the transferee is, in exceptional circumstances, not approved by the Directors in accordance with the provisions contained in the Articles of Association of the Issuer, in which event the Managing Director of the Stock Exchange will be taken into confidence, when so required, as to the reasons for such rejection;

(b) when any statutory prohibition or any attachment or prohibitory order of a competent authority restraints the Issuer from transferring the securities out of the name of the transferor,

(c) when the transferor objects to the transfer provided he serves on the Issuer within a reasonable time a prohibitory order of a Court of competent jurisdiction.

14. (a) The Issuer agrees that when proper documents are lodged for transfer and there are no material defects in the documents except minor difference in signature of the transferor(s),

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