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
Summary
This section outlines SEBI's decision to simplify listing requirements for Indian Depository Receipts (IDRs) issued by companies from IOSCO MMOU signatory jurisdictions. It mandates that stock exchanges execute a new Model Listing Agreement and amend their bye-laws accordingly. The agreement establishes equitable treatment standards for IDR holders regarding corporate actions, dividend payments, and information disclosure. The issuing company must send allotment advices to IDR Holders simultaneously with shareholders in its home country. It is required to obtain in-principle listing approval and submit specific compliance documents before issuing further IDRs. The company must promptly notify the stock exchange of corporate changes, governance updates, and file quarterly shareholding patterns. The issuing company must immediately intimate the stock exchange about material events and price-sensitive information to prevent a false market. The agreement mandates the payment of initial and annual listing fees, along with a security deposit for new IDR issuances, subject to specific cash and bank guarantee limits. Additionally, the company is required to comply with corporate governance
Text
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.
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.
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.
For the issuing companies from other jurisdictions, the existing model listing agreement for IDRs shall continue to apply till further advice in this regard.
All Stock exchanges are advised to: (a) execute the Listing Agreement with the issuing companies in line with the Model Listing agreement specified in the Annexure, without limiting or diluting any of the requirements thereof;
(b) make necessary and consequential amendments, if any , to their bye-laws for the implementation of the above decision;
(c) disseminate the same on their website for easy access to the issuing companies and investors;
(d) communicate to SEBI, the status of the implementation of the provisions of this circular in the Monthly Development Report.
The Model Listing agreement specified in the ‘Annexure A’ shall come into force with immediate effect.
This circular is being issued in exercise of powers conferred by sections 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
This agreement is made on this [●] day of [●], [●] by [●] BETWEEN (name of the issuing company)... and the [●] Stock Exchange Ltd.
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... in a manner equitable with the holders of its equity shares in the home country;
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Source: SecMarx — 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 . Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.