Listing Agreement for Indian Depository Receipts (IDRs) - SEBI - SEBI/CFD/DIL/IDR/1/2006/3/4

Parag Basu Deputy General Manager Corporation Finance Department Division of Issues and Listing-II Phone: +91 22 2285 0451-56, (Extn: 410) 22871582 Fax: +91 22 2204 5633. Email: [email protected] SEBI/CFD/DIL/IDR/1/2006/3/4 April 3, 2006 The Managing Director/ Executive Directors/Administrators Of All Stock Exchanges Dear Sir(s)/Madam(s), Sub: Listing Agreement for Indian Depository Receipts (IDRs) 1. The Central Government, on February 23, 2004 issued the Companies (Issue of Indian Depository Receipts) Rules, 2004 (IDR Rules), under Section 605A of the Companies Act, 1956. Rule 5 (iii) of the IDR Rules states that the issuing company, seeking permission under Rule 5 (i) of the IDR Rules, shall obtain in-principle listing permission from one or more stock exchanges having nation wide trading terminals in India. Further, under Rule 9 of the said Rules, the IDRs issued under this Rule shall be listed on the recognized Stock Exchange(s) in India. 2. Accordingly, SEBI has drafted a model listing agreement for such issues, which is annexed herewith. The 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, the latter having been issued vide SEBI circular no. SEBI/CFD/DIL/DIP/20/2006/3/4 dated April 3, 2006. 3. The Stock Exchanges are hereby directed to: (a) make necessary amendments to the bye-laws for the implementation of the above decision immediately (b) bring the provisions of this circular to the notice of the concerned entities and also to disseminate the same on the website for easy access to the issuers and investors and (c) communicate to SEBI, the status of the implementation of the provisions of this circular in the Monthly Development Report 4. 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. 5. These amendments shall come into force from the date of the circular. This circular, along with the annexure, is available on SEBI website at www.sebi.gov.in. Yours faithfully, Parag Basu