CIRCULAR

SEBI/CFD/DIL/IDR/1/2009/16/06

June 16, 2009

The Managing Director! Executive Director! Administrator of all the Stock Exchanges

Dear Sir/Madam,

Sub: 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).

1.  Vide circular no. CFD/DIL/IDR/1/2006/3/4, dated 03rd April 2006, SEBI has specified the Model Listing Agreement for listing of IDRs. This Model Listing Agreement was specified on the basis of the conditions of the Equity Listing Agreement applicable to the 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:

(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; and

(d)  communicate to SEBI, the status of the implementation of the provisions of this circular in the Monthly Development Report.

8. The Model Listing agreement specified in the ‘Annexure A’ shall come into force with immediate effect.

9.  This circular is being issued in exercise of powers conferred by sections 11(1) and 1 1A 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.

10 This circular, along with the Annexure A, is available on SEBI website at http://www.sebi.gov.in.

Yours faithfully,

Parag Basu

Endl: Annexure A

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