Listing Agreement for Indian Depository Receipts (IDRs)
Summary
This section outlines the regulatory framework for Indian Depository Receipts (IDRs) under the Companies Act, 2004 Rules and SEBI guidelines. It mandates stock exchanges to amend bye-laws and disseminate information regarding the new listing agreement. The annexed Model Listing Agreement establishes covenants between issuers and exchanges concerning corporate actions, disclosures, and listing procedures. This section details the specific documents required for listing Indian Depository Receipts and outlines immediate consequences for non-compliance. It mandates prompt notifications to the stock exchange regarding corporate actions, changes in leadership, and periodic financial reporting. Additionally, it imposes restrictions on lien and forfeiture practices while requiring quarterly disclosure of shareholding patterns. This section mandates the disclosure of shareholding patterns for various entity categories and requires publication on specific websites. It imposes an obligation on issuers to immediately intimate stock exchanges about material events affecting operations or price-sensitive information. The text lists specific examples of such events, including business changes, na
Text
The Central Government issued the Companies (Issue of Indian Depository Receipts) Rules, 2004 under Section 605A of the Companies Act, 1956, requiring in-principle listing permission from recognized Stock Exchanges.
SEBI has drafted a model listing agreement annexed herewith, which shall be read in conjunction with the IDR Rules and Chapter VIA of the SEBI (Disclosure & Investor Protection) Guidelines, 2000.
Stock Exchanges are directed to make necessary amendments to the bye-laws for the implementation of the above decision immediately.
Stock Exchanges must bring the provisions of this circular to the notice of concerned entities and disseminate the same on the website for easy access to issuers and investors.
Stock Exchanges are required to communicate to SEBI the status of the implementation of the provisions of this circular in the Monthly Development Report.
This circular is issued in exercise of powers conferred by Sections 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 to protect investor interests and regulate the securities market.
These amendments shall come into force from the date of the circular.
The agreement is made by the Issuer (Company/body formed under foreign act) with the Stock Exchange for listing Indian Depository Receipts (IDRs).
The Issuer has filed an application for listing its IDRs described in Schedule I and defined in rule 3(i)(d) of the IDR Rules against equity shares deposited with a custodian.
The Issuer agrees that advices of allotment will be issued simultaneously, or if impossible, a notice will be inserted in the press appearing the morning after letters of allotment have been posted.
Advices of rights entitlement, wherever applicable, will be issued simultaneously.
The Issuer will notify the stock exchange at least 7 days in advance of the Board meeting date for dividend recommendation and declare dividends at least five days before closure of transfer books.
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Source: SecMarx — Listing Agreement for Indian Depository Receipts (IDRs). Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.