AI Drafter 
TaxTMI 
TaxTMI 
TaxTMI 
Model 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
.... 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 till further advice in this regard. 7. All Stock exchanges are advised to....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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 treated in a manner equitable with the holders of such securities; c) that advices of allotment for the IDRs will be issued s....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s 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 authority or any other authority in its home country or other jurisdiction, the issuing company shall disclose the same to the stock exchange simultaneo....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e 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 promptly notify the stock exchange: a) of the number of IDRs covered by such options, of the terms thereof and of the time within which they may be exercised; and b) of any subsequent ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rs, 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 effected, will be annulled in appropriate cases; c) subject to the requirements under the laws and regulations of its home country, if any amount be paid up in advance of calls on any underlying shares against which ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....any agrees that apart from complying with all specific requirements as above, to intimate the stock exchange immediately of events such as strikes, lock outs, closure on account of power cuts, etc. and other events which will have a material bearing on the performance / operations of the issuing company as well as price sensitive information both at the time of occurrence of the event and subsequently after the cessation of the event at the same time and as to the extent that it discloses to holders of securities in its home country or in other jurisdictions where such securities are listed in order to enable the IDR Holders and the public to appraise the position of the issuing company and to avoid the establishment of a false market in its IDRs. The above information should be made public immediately by the stock exchange. In addition, the issuing company will furnish to the stock exchange on request such information concerning the issuing company as the stock exchange may reasonably require. 16. The issuing company agrees and hereby authorizes the stock exchange to make available immediately to its members and to the media any information supplied by the issuing company in comp....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d, of all prevailing requirements of law and all prevailing listing requirements and conditions as mentioned in, and refundable or forfeitable in the manner stated in the Rules, Bye-laws and Regulations of the stock exchange for the time being in force. 21. Fifty per cent. (50% ) of the security deposit referred to in clause 20 shall be paid to the stock exchange in cash. The balance amount can be provided for by way of a bank guarantee. The amount to be paid in cash shall be limited to ₹ 3 crores. The said amount at the security deposit will be released by the stock exchange after the issuing company obtains No Objection Certificate from SEBI. 22. Without prejudice to any other provisions of this agreement, in general and clause 18 in particular as a condition for continued listing, the issuing company agrees to comply with such provisions of the relevant Acts including the section 605A of the Companies Act, 1956, the Rules, regulations, guidelines or circulars issued from time to time by the Government and/or SEBI including additional disclosures required to be made for IDR issues in the SEBI (Disclosure and Investor Protection) Guidelines, 2000 or any statutory modificat....
X X X X Extracts X X X X
X X X X Extracts X X X X
....in the other jurisdictions in which its equity shares are listed along with the compliance of the same vis-à-vis the corporate governance provisions applicable to Indian listed companies. The said report shall be filed at the time of filing the annual reports with stock exchange. 28. Filing of information: (1) The issuing company agrees that it shall file the following information, statements and reports on the website specified by SEBI in this regard, on-line, in such manner and format and within such time and as to the extent that it required to disclose as per the listing requirements of its home country or in other jurisdictions where such securities are listed : 1. full version of annual report including the balance sheet, profit and loss account, director's report and auditor's report; and such other report which is required to be sent to security holders annually as per the requirements of the home country; half yearly financial statements and quarterly financial statements, if applicable; 2. corporate governance report as mentioned in clause 27; 3. IDR holding pattern statement; 4. statement of action taken against the issuing company by any regulatory agency; ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....suing company agrees that the competent Courts, Tribunals and regulatory authorities in India shall have jurisdiction in the event of any dispute, either with the stock exchange or any investor, concerning the IDRs offered and subscribed or bought in India. 34. Issuing company declares and undertakes that it shall ensure protection of interests of IDR holders particularly with respect to all corporate benefits permissible under Indian laws and the laws of its home country and disclosures made by it in the Prospectus and agrees to address all investor grievances adequately. 35. All correspondence including the periodic reports filed with the stock exchanges and those sent to the IDR Holders shall be in English. All financial statements required to be disclosed on a continuous basis are to be given in English. 36. Annual Report Issuing company agrees: (a) to send to its IDR Holders, the annual report at the same time when it is made available to its shareholders as per the requirement of its home country and the other jurisdictions where its securities are listed. An option to IDR Holders to receive electronically, a copy of the Annual Report shall be given. Issuing company fur....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... GAAP has to be annexed with the report. If financial results are prepared in accordance with IFRS, then issuing company shall annex only the summary of significant differences between the Indian GAAP and IFRS; (f) that the audited annual results sent to the stock exchange and published in newspapers shall be based on the same set of accounting policies as those followed in the previous year provided that in case, there are changes in the accounting policies, the results of previous year shall be restated as per the present accounting policies, to make it comparable with current year results; (g) to disclose the audit qualifications along with the audited financial results published under the listing agreement in addition to the explanatory statement as to how audit qualifications in respect of the audited accounts of the previous accounting year have been addressed in the financial results; (h) to make disclosures of its financial information in its functional currency/reporting currency/national currency and the reporting currency shall be restricted to Sterling Pound/Euro/Yen/US Dollar. The issuing company shall provide convenience translation into Indian Rupees of the latest....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lar and the Issuing company shall provide convenient translation into Indian Rupees of the latest periods statements of consolidated profit and losses, assets and liabilities and cash flows, at the closing rate of exchange, as at the date on which the financial information is presented. (4) The issuing company further agrees to publish the periodical results simultaneously in at least one English national daily and one Hindi national daily newspaper in India. 38. Takeover, buy back and delisting: (a) In case of take-over/delisting/buy-back of its equity shares, the issuing company shall, while following the laws applicable in its home country, give equitable treatment to IDR holders vis-à-vis holders of its equity shares; (b) The issuing company agrees that in case underlying equity shares are delisted, it shall delist and cancel the IDRs; (c) The issuing company agrees that if it decides to delist IDRs, it shall give fair and reasonable treatment to IDR holders and comply with such norms and conditions as the stock exchange or SEBI may specify in this regard. 39. Equivalent Information The issuing company agrees to disclose to the exchange, any information which is d....