FORMAT OF UNIFORM LISTING AGREEMENT

SEBI has issued circular no. CIR/CFD/CMD/6/2015 dated October 13, 2015 to provide format of uniform Listing Agreement.The circular provides, a listed entity which has previously entered into agreement(s) with a recognised Stock Exchange(s) to  list  its  securities  shall execute  a  fresh  listing agreement  with  such Stock Exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) i.e. September 2, 2015.

Notwithstanding such novation, any action taken or purported to have been done or taken by the Stock Exchanges or SEBI, any enquiry or investigation commenced or showcause notice issued in respect of the existing listing agreement shall be deemed to have been done or taken under the corresponding provisions of the Listing Regulations in force.

Currently, the requirement of executing a listing agreement with the Stock Exchange is specified under different regulations related with initial issuance of capital, the details of which are as under:


Type of Securities
Regulation
Regulation No.
Specified Securities (Equity & Convertible Securities on Main Board or SME or ITP) or Indian Depository Receipts
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR”)
Regulation 109
Non-Convertible Debt Securities
Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“ILDS”)
Regulation 19A
Non-Convertible Redeemable Preference Shares
Securities and Exchange Board of India(Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (“NCRPS”)
Regulation 16A
Securitised Debt Instruments
Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 (“SDI”)
Regulation 35A
Mutual Funds
Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 (“MF”)
Regulation 31B

A simplified listing agreement which is uniform across all types of securities/listed entities specified in the circular is as under:

                                                  LISTING AGREEMENT

This Agreement is  made  on  this ...................  day of  ................... by................... a Company / any other entity duly formed and registered under the relevant  Indian  Act  /  statutory  enactment of appropriate  jurisdiction,  including overseas  jurisdiction,  wherever  applicable, and  having  its  registered  office  at ............................................................................................... (hereinafter called   “the Issuer”) with the ………………………………….(Name of the Stock Exchange)  (hereinafter called “the Exchange”).          
            
WHEREAS:-

a)      It is a requirement of the Exchange that the Issuer shall submit a listing agreement duly executed along with an application for admission and continued admission of the securities to dealings on the Exchange.
b)     *The Issuer is desirous of continuing the listing of its securities on the Exchange.
 or
The issuer is desirous of listing its securities as mentioned in the application and made part hereof.
c)      The Issuer is desirous of executing this Agreement in compliance with the aforesaid requirement of the Exchange.

NOW THEREFORE in consideration of the aforesaid, the Issuer hereby covenants and agrees with the Exchange as follows:

  1. That the Issuer shall comply with the extant provisions of all the applicable statutory enactments governing the issuance, listing and continued listing of securities.
  1. That without prejudice to the above clause, the Issuer hereby covenants and agrees that it shall comply with the following:
  • It is a requirement of the Exchange that the Issuer shall submit a listing agreement duly executed along with an application for admission and continued admission of the securities to dealings on the Exchange.
  • *The Issuer is desirous of continuing the listing of its securities on the Exchange.                or  The issuer is desirous of listing its securities as mentioned in the application and made part hereof.
  • The Issuer is desirous of executing this Agreement in compliance with the aforesaid requirement of the Exchange.
  1. That it shall pay listing and such other fees / fines as may be specified / levied by the Exchange from time to time within the prescribed period.
  1. That it shall keep intimated the Exchange about change in any information/ details of the issuer.
  1. The admission and continued admission of the securities to dealings on the Exchange is subject to the discretion of the Exchange and subject to the powers of the Exchange to prohibit, suspend or withdraw the listing of the securities on the Exchange.
  1. That the board of directors or a committee duly authorized by the board of directors of the issuer has passed a resolution for initial listing of the securities on the Exchange at its  meeting  held  on  the  ...................  day  of  ........................ 20......... (not applicable in cases where the securities are already listed on the Exchange). 
  1. Both parties agree that earlier listing agreement stands rescinded and novation carried out in accordance with respective regulations (viz. ICDR, ILDS, NCRPS, etc.) shall not affect any right already accrued or liability incurred by either party nor effect any enquiry or investigation or any other action undertaken by the Exchange or SEBI.
This Agreement is duly executed on the day, month and year first mentioned above by the authorized signatories duly authorized by the board of directors or committee thereof in their ................... meeting held on ................... (date).

SIGNED AND DELIVERED by the within named          )
........................ (Name of the Issuer)                                     )

Through its Authorised Signatories                                 )

Name(s):                                                                                   )
Designation(s):                                                                       )

SIGNED by the authorized signatory of Stock Exchange          )

Name:                                                                                                        )
Designation:                                                                                            )

*Note: Stock Exchange may strike off whichever is not applicable.

  http://www.sebi.gov.in/cms/sebi_data/attachdocs/1444737188833.pdf

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