Listing Regulations: Format of documents for entering Novated Agreement

CS Ankish Goel

Dear Professional Colleague

In this article, we are providing you basic guidance as to the execution of new listing agreement as directed by Securities and Exchange Board of India (SEBI) to all listed entities in its circular dated 13^th October, 2015.

The SEBI has through a Circular directed all the listed entities to execute a fresh listing agreement in accordance with the Circular No. CIR/CFD/CMD/6/2015 dated 13^th October, 2015.

In this article, we have endeavored to give you a complete set of information and documents relating to execution of fresh/novated agreement in lieu of the previously executed agreement.

Care has been taken to incorporate all the necessary documents such as application, copy of agreement and certified copy of Board resolution.

If you find some difficulty later on in the execution of the agreement, a query may be posted to csankishgoel@gmail.com for suitable reply/solution.

This article is for the information purpose only and should not be taken as advice/opinion of any nature.

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(FORMAT OF APPLICATION-TO BE PRINTED ON THE LETTER HEAD OF THE COMPANY)

Security code:

ISIN:

Ref:

Date:

To

The General Manager (Listing Compliance)

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers

Dalal Street

Mumbai-40 001

SUB:    KINDLY EXECUTE THE NEW LISTING AGREEMENT IN COMPLIANCE WITH CIRCULAR NUMBER CIR/CMD/6/2015 DATED OCTOBER 13, 2015 FOR CONTINUOUS LISTING

Dear Sirs

I, the undersigned on behalf of M/s _________________________ Limited/Private Limited submitting you the following documents in duplicate:

1. Copies of duly executed listing agreement in conformity with the captioned circular.
2. Certified true copy of the Board resolution dated ___________.
3. Extracts of the Minutes of the Board meeting held on ________________.

Kindly take note of the above documents and forward us a copy of the agreement (enclosed herewith) duly executed by the authorized signatory of the Stock Exchange.

For _____________________Limited/Private Limited

Company Secretary   

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(TO BE EXECUTED ON 100 RUPEE VALUE STAMP PAPER)

LISTING AGREEMENT

THIS AGREEMENT is made on this _______________ by _______________ a Company duly formed and registered under the Companies Act, 1956 of appropriate jurisdiction and having   its   registered   office at _______________ (hereinafter called         “the Issuer”) with the _______________. (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

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

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

2. That without prejudice to the above clause, the Issuer hereby covenants and agrees that it shall comply with the following:–

i. the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 and other applicable regulations /guidelines/circulars as may be issued by SEBI from time to

ii. the relevant byelaws / regulations / circulars / notices / guidelines as may be issued by the Exchange from time to

iii. such other directions, requirements and conditions as may be imposed by SEBI / Exchange from time to

3. 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

4. That it shall keep intimated the Exchange about change in any information/ details of the

5. 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.

6. 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 _______________ 2016.

7. 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

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 _______________.

SIGNED AND DELIVERED by

………………………………..

Through its Authorised Signatories)

Name(s):

Designation(s):

SIGNED by the authorized signatory of

_______________ (Name of Stock Exchange)

Name:

Designation:

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

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Information about the Company and Securities

Name of Issuer:
CIN No.
Registered     office Address
Corporate office Address
Telephone No.		Fax No.
Website address		e-mail id

Name of the Company Secretary/ Compliance officer
Telephone no.		Fax No.
e-mail id

Securities applied for listing (Please tick (√ ) the appropriate boxes)	Specified securities ( Main Board)
	Specified securities (SME Exchange)
	Specified securities (Institutional Trading Platform)
	Non-convertible debt securities
	Non-convertible redeemable preference shares	√
	Perpetual debt instrument
	Perpetual        non-cumulative          preference shares
	Indian depository receipts
	Securitized debt instruments
	Units issued by Mutual Funds
	Others (Please specify)

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(TO BE PRINTED ON THE LETTER HEAD OF THE COMPANY)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF THE COMPANY IN THEIR MEETING HELD ON _______________DAY, _______________ AT _______________AT____________A.M/P.M.

BOARD RESOLUTION

TO ADOPT NEW LISTING REGULATIONS AND EXECUTE NOVATED LISTING AGREEMENT

“RESOLVED THAT in accordance with the circular number CIR/CFD/CMD/6/2015 (hereinafter referred to as “the circular”) dated 13^th October, 2015, and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the Listing Regulations”) notified on 02^nd September, 2015 vide notification number SEBI/LAD/NRO/GN/2015-16/013, the consent of the Board of Directors (hereinafter referred to as “the Board”, which term shall be deemed to include any committee of the Board as may be duly constituted and authorized) be and is hereby accorded to enter into or execute an Agreement with ____________ __ (hereinafter referred to as “Exchange”) on ______________ .

RESOLVED FURTHER THAT the agreement entered in to with Exchange on_____ be and is hereby rescinded in-toto, and the listing regulations, to the extent, applicable on the Company be and are hereby adopted in compliance with the said circular and listing regulations.

Or

RESOLVED FURTHER THAT the Listing Agreement entered into or executed with Exchange on ____________________ shall have no effect after entering into or execution of the New Listing agreement.

RESOLVED FURTHER THAT Company Secretary of the Company be and is hereby authorized to do all such acts, deeds and things as may be considered necessary and expedient in giving effect to this resolution including but not limited to making payment towards listing fees, processing fees and other charges as may be levied by the Exchange, giving intimation(s) to the Exchange, providing any additional information(s) and taking all such necessary actions as may be directed or required by Exchange.

RESOLVED FURTHER THAT a copy of this resolution duly certified by any director and/or the Company Secretary of the Company be forwarded, submitted, provided or filed with the Exchange, if so directed by it.

Certified True Copy

For _____________________Limited/Private Limited

Company Secretary/Director

(Author is Company Secretary in Practice from Gurgaon, Haryana and can be reached email- csankishgoel@gmail.com or  via Phone on  91-9654042582)