TMI BlogModel Listing Agreement for listing of Indian Depository Receipts (IDRs) issued by issuing companies whose securities market regulators are signatories to the Multilateral Memorandum of Understanding (MMOU) of International Organization of Securities Commissions (IOSCO)X X X X Extracts X X X X X X X X Extracts X X X X ..... the conditions of the Equity Listing Agreement applicable to the domestic issuers at that point of time. 2. SEBI received suggestions from market participants to modify the said Model Listing Agreement so as to align it with the listing requirements of the issuers home country so that there is no additional regulatory or cost burden to the issuers. 3. On examination of the suggestions, it has been decided to initially simplify the existing listing requirements for IDRs issued by issuing companies from the countries whose securities market regulators are the signatories to the MMOU of IOSCO. 4. Accordingly, separate listing requirements for listing of IDRs of such issuing companies have been specified. A Model Listing Agreement containing these requirements is enclosed as Annexure A. 5. This Model 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 or any statutory modification or re-enactment thereof. 6. For the issuing companies from other jurisdictions, the existing model listing agreement for IDRs shall continue to apply ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the issuing company (i.e. parent country where the issuing company is incorporated and listed.) AND WHEREAS it is a requirement of the stock exchange that there must be filed with the application for listing of IDRs, an agreement in terms hereinafter appearing, to qualify for the admission for dealing of the said IDRs in the stock exchange. AND WHEREAS the issuing company has filed with the stock exchange an application for listing its IDRs more particularly described in Schedule I annexed hereto and made a part hereof. NOW THEREFORE in consideration of the stock exchange having agreed to list the said IDRs, the issuing company hereby covenants and agrees with the stock exchange as follows: 1. The issuing company agrees: a) that for all corporate actions (except those which are not permitted by Indian laws), it will treat holders of IDRs (hereinafter referred to as IDR Holders ), in a manner equitable with the holders of its equity shares in the home country; b) that if its equity shares or other securities representing equity shares ( securities ) are also listed on the exchanges in countries other than its home country , it shall ensure that IDR Holders are t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ges. 5. The issuing company agrees to pay the dividend as per the timeframe applicable in its home country or other jurisdictions where its securities are listed, whichever is earlier, so as to reach the IDR Holders on or before the date fixed for payment of dividend to holders of its equity share or other securities. 6. The issuing company agrees to promptly disclose to the stock exchanges the following by electronic filing: a) short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by rights issue of equity 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; and d) any other information necessary to enable the IDR Holders to appraise the issuing company s position and to avoid the establishment of a false market in IDRs; If the above disclosure/s is also required to be made to the listing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efore 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 issuing company shall be liable to refund the subscription monies to the respective investors immediately; g) The issuing company agrees that it shall disclose the pre and post arrangement capital structure and share holding pattern to the IDR Holders in case of any corporate restructuring like mergers / amalgamations and other schemes at the same time and to the extent that it discloses to holders of securities in its home country or in other jurisdictions where its securities are listed; h) The issuing 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 Rules, SEBI( Disclosure and Investor Protection) Guidelines, 2000 or any statutory modification or reenactment thereof and the requirements of the stock exchange. 9. In the event of the issuing company granting any options to purchase any IDR of the issuing company, the issuing company will pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt the same is being dispatched to shareholders or IDR Holders, it must be dispatched to the stock exchange prior to their dispatch to equity shareholders or IDR Holders; and e) copies of all notices, circulars, etc., issued or advertised by the issuing company in the media relating to the issuing company in connection with any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement involving the issuing company (including notices, circulars, etc. issued or advertised in the media 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 issuing company agrees: a) that it will not exercise a lien on the fully paid underlying shares, against which the IDRs are issued, and that in respect of partly paid underlying shares, against which the IDRs are issued, it will not exercise any lien except in respect of moneys called or payable at a fixed time in respect of such underlying shares; b) that it will not forfeit unclaimed dividends before the claim becomes barred by law in the home country of the issuing company, as may be applicable, and that such forfeiture, when ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Indian Public Any other (please specify) Sub-Total GRAND TOTAL * as may be applicable. Note 1: The name, number of IDRs held and percentage holding of entities / persons holding more than 1 percent of the IDRs issued by the issuing company shall be given under each head. Note 2: The issuing company shall also post this information on its web site and on the website specified by SEBI in this regard. Note 3: The issuing company shall provide the percentage of shares underlying IDRs. Issuing company shall provide information about the total outstanding shares at the same time as disclosed in its home country or in any other country where its securities are listed. Additionally, the issuing company agrees that it will also provide shareholding details on its web site and on the website of the stock exchange or any other website specified by SEBI i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sting of IDRs arising out of further issue, as is computed in terms of Schedule II annexed hereto and made a part thereof for any addition in the capital representing IDRs pursuant to the further issue. 18. The issuing company agrees that in the event of application for listing being granted in pursuance of this agreement, the issuing company shall be subject to the applicable Rules, Bye-laws and Regulations of the stock exchange, the Rules and SEBI regulations, guidelines and circulars in regard to listing of IDRs which now are or hereafter may be in force. 19. The issuing company further agrees as a pre-condition for continued listing to forthwith comply with such future conditions as may be stipulated by the stock exchange from time to time as conditions and requirements for listing of IDRs. 20. The issuing company agrees that it shall be a condition precedent for issuance of new IDRs, that it shall deposit before the opening of subscription list and keep deposited with the stock exchange (in cases where the IDRs are offered for subscription whether through the Issue of a prospectus, letter of offer or otherwise) an amount calculated at 1% of the amount proposed to be r ..... 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Institute of Company Secretaries of India to act as the Compliance Officer of the issuing company who would directly liaise with the authorities such as SEBI, the stock exchanges, Registrar of Companies etc., and investors with respect to implementation of various rules, regulations, guidelines, circulars and other directives or order of such authorities and investor service complaints related matters; b) to satisfy itself about the capability of the Custodian, Domestic Depository and the Registrar and Transfer Agent to serve the IDR Holders by ascertaining whether these entities are sufficiently equipped with infrastructure facilities such as adequate manpower, computer hardware and software, office space, documents handling facility; c) to furnish a copy of agreement or MOU entered into with overseas custodian bank, domestic depository, merchant banker and Registrar and Transfer Agent to the Stock Exchanges; and d) to do all such acts, deeds, matters and appoint such agents and intermediaries as are necessary or incidental to the issuances of IDRs in India. 27. Corporate Governance The issuing company agrees to comply with the Corporate Governance provisions as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng company s name] to be true, fair and accurate (except in respect of errors in or omissions from documents filed electronically that result solely from electronic transmission errors beyond our control and in respect of which we take corrective action as soon as it is reasonably practicable after becoming aware of the error or the omission). SEBI or the stock exchange does not take any responsibility for the accuracy, validity, consistency and integrity of the data entered and updated by it. The name of the Compliance Officer with his designation and the issuing company s name shall be displayed immediately below the disclaimer clause. 29. The issuing company agrees that the underlying shares of IDRs should rank pari-passu with the existing shares of the same class and the fact of having different classes of shares based on different criteria, if any, should be disclosed by the issuing company in every offer document issued in India and in the annual report. 30. The issuing company agrees to forward, on a continuous basis, any information requested by the stock exchange, in the interest of investing public from time to time. 31. The issuing company agrees that it sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sure requirements of the issuing company in the home country where the Issuing company is listed. The issuing company shall provide convenience translations in English and other notes such that the IDR Holders are able to understand such financial statements. The issuing company shall have intimated to the investors in the offer document of the type of disclosures that it will follow. Any change in such format shall be duly informed to the IDR Holders by way of notices to the stock exchange. If Indian GAAP is followed in preparation of the financial results then the format of the disclosure of financial results shall be as prescribed by SEBI; (d) that in case the issuing company opts to prepare and disclose its financial results as per IFRS or US GAAP, the annual results shall be audited by a professional accountant or certified public accountant in accordance with the International Standards on Auditing (ISA). The auditor s report shall also be prepared in accordance with the ISA. In case the issuing company opts to prepare and disclose its financial results as per Indian GAAP, the annual results shall be audited by a Chartered Accountant in accordance with the Auditing and Ass ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... repared in accordance with IFRS, then issuing company agrees to annex only the summary of significant differences between the Indian GAAP and IFRS. The issuing company further agrees that the half yearly and/or quarterly reports, as required under the home country regulations, shall be audited or subject to limited review by a Chartered Accountant in accordance with Auditing and Assurance Standards issued by Institute of Chartered Accountants of India (ICAI), if prepared in accordance with Indian GAAP and in other cases by professional accountant or certified public accountant in accordance with the International Standards on Auditing (ISA). The Accounting / Reporting Standard followed for any interim results should be consistent with that of the Annual results. (2) The issuing company agrees that, if Indian GAAP is followed in preparation of the financial results the format of the disclosure of financial results shall be as prescribed by SEBI. In other cases, the format of such disclosure shall be as per the disclosure requirements of the issuing company in the home country where the issuing company is listed. The issuing company shall provide convenient translations in English ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 42. Payment of annual custodian fees to Depositories The issuing company agrees to pay the depositories the Annual Custodian Fees at such rates as agreed between the issuing company, domestic depository and the custodian. AND THE ISSUING COMPANY HEREBY FURTHER AGREES AND DECLARES THAT any of its IDRs listed on the stock exchange shall remain on the list entirely at the discretion of the stock exchange AND THAT nothing herein contained shall restrict or be deemed to restrict the right of the stock exchange to suspend or remove from the list the said IDRs at any time and for any reason which the stock exchange considers proper in its absolute discretion, subject however to the applicable legal requirements in that regard. If the issuing company fails to comply with the provisions of the listing agreement or relevant Acts or provisions prescribed by the Statutory and Regulatory Bodies, the stock exchange has the right, without prejudice to the power of the SEBI to take appropriate action as it deems fit including levy of fines/penalties, suspension of security for dealings and delisting. IN WITNESS WHEREOF the issuing company has caused these presents to be executed and its ..... 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