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;