NSE - LISTING AGREEMENT - PART- I
This agreement made this ______________________ day of_____________, ___ by ____________________________________________________________ a Company/ any other body duly formed and registered under the relevant Act and having its Registered office at_______________________________________________ _______________________________________________________________ (hereinafter called "the Issuer") with the NATIONAL STOCK EXCHANGE OF INDIA LIMITED (hereinafter called 'the NSE').
Witnesseth
WHEREAS the Issuer has filed with the NSE an application for listing its securities more particularly described in Schedule I / Schedule II annexed hereto and made a part hereof.
AND WHEREAS it is a requirement of the NSE that there must be filed with the application an agreement in terms hereinafter appearing, to qualify for the admission and continuance of the said securities upon the list of the NSE.
NOW THEREFORE in consideration of the NSE having agreed to list the said securities, the Issuer hereby covenants and agrees with the NSE as follows:
1. The Issuer agrees:
a. that letters of allotment will be issued simultaneously and that in the event of its being impossible to issue letters of regret at the same time, a notice to that effect will be inserted in the press so that it will appear on the morning after the letters of allotment have been posted;
b. that letters of right will be issued simultaneously;
c. that letters of allotment, acceptance or rights will be serially numbered, printed on good quality paper and examined and signed by a responsible officer of the Issuer and that whenever possible they will contain the distinctive numbers of the securities to which they relate;
d. that letters of allotment and renounceable letters of right will contain a provision for splitting and that when so required by the NSE the form of renunciation will be printed on the back of or attached to the letters of allotment and letters of right;
e. that letters of allotment and letters of rights will state how the next payment of interest or dividend on the securities will be calculated.
2. The Issuer will issue, when so required, receipts in such forms as prescribed by the NSE, for all securities deposited with it whether for registration, sub-division, consolidation, renewal, exchange or for other purposes.
3. The Issuer agrees:
a. to have on hand at all times a sufficient supply of certificates to meet the demands for transfer, sub-division, consolidation and renewal;
b. to issue certificates or pucca receipts within one month of the date of the expiration of any right to renunciation;
c. to issue certificates within one month of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies or to issue within fifteen days of such lodgment for transfer, pucca transfer receipts in denominations corresponding to the market units of trading autographically signed by a responsible official of the Issuer and bearing an endorsement that the transfer has been duly approved by the directors or that no such approval is necessary;
d. to issue without charge balance certificates, within one month, if so required;
e. to issue new certificates in replacement of those which are lost within six weeks of notification of loss and receipt of proper indemnity
4. The Issuer agrees:
a. to issue, unless the NSE otherwise agrees and the parties concerned desire, allotment letters, share certificates, call notices and other relevant documents in such units of trading (market units) as may be specified by NSE;
b. to split certificates, letters of allotment, letters of right, and split, consolidation, renewal and pucca transfer receipts of large denominations into smaller units;
c. to consolidate certificates of small denominations into denominations corresponding to the market units of trading or other units as may be decided by NSE from time to time;
d. to issue within one week split, consolidation and renewal receipts duly signed by an official of the Issuer and in denominations corresponding to the market units of trading, particularly when so required by NSE;
e. to exchange `rights' or `entitled' shares into coupons or fractional certificates when so required by NSE;
f. to issue call notices and splits and duplicates thereof in a standard form acceptable to NSE, to forward a supply of the same promptly to NSE for meeting requests for blank, split and duplicate call notices, to make arrangements for accepting call moneys at all centers where there are recognized stock exchanges in India and not to require a discharge on call receipts.
g. to accept the discharge of the member of NSE on split, consolidation, and renewal receipts as good and sufficient without insisting on the discharge of the registered holders.
5. When documents are lodged for sub-division, consolidation or renewal through the clearing house of NSE, the Issuer agrees:
a. that it will accept the discharge of an official of NSE Clearing House on the Issuer's split, consolidation and renewal receipts as good and sufficient without insisting on the discharge of the registered holders;
b. that when the Issuer is unable to issue certificates or split, consolidation or renewal receipts immediately on lodgment, it will verify whether the discharge of the registered holders on the documents lodged for sub-division, consolidation or renewal and their signature on the relative transfers are in order.
6. The Issuer will, if so required by NSE, certify transfer against letters of allotment, certificates and balance receipts and in that event the Issuer will promptly make on transfers an endorsement to the following effect;
Name of Issuer _____________________ Certificate/Allotment Letter No. _________ for the within mentioned _______________ securities is deposited in the Issuer's Office against this transfer No.________________________ Signature(s) of Official(s) ________________ Date _______________
7. On production of the necessary documents by security holders or by members of NSE, the Issuer will make on transfer an endorsement to the effect that the Power of Attorney or Probate or Letters of Administration or Death Certificate or Certificate of the Controller of Estate Duty or similar other documents have been duly exhibited to and registered by the Issuer.
8. The Issuer agrees that it will not make any charge:
a. for registration of transfers of its share and debentures;
b. for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading;
c. for sub-division of renounceable letters of rights;
d. for issue of new certificates in replacement of those which are old, decrepit or worn out, or where the cages on the reverse of recording transfers have been fully utilised;
e. for registration of any power of attorney, probate, letters of administration or similar other documents.
9. The Issuer agrees that it will not charge any fees exceeding those, which may be agreed upon with NSE:
a. for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed;
b. for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations other than those fixed for the market units of trading.
10. The Issuer will promptly verify the signatures of shareholders on allotment letters, split, consolidation, renewal, transfer and any other temporary receipts and transfer deeds when so required by the shareholders or a member of NSE or by NSE Clearing House.
11. The Issuer agrees that it will entertain applications for registering transfers of its securities when:
a. the instrument of transfer is in any usual or common form approved by NSE; and
b. the transfer deeds are properly executed and accompanied either by certificates or by letters of allotment, pucca transfer receipts, split, consolidation or renewal receipts duly discharged either by the registered holders or, in the case of split, consolidation or renewal receipts, by the members of NSE or an official of NSE Clearing House as provided herein.
12. On lodgment of the proper documents, the Issuer agrees that it will register transfers of its securities in the name of the transferee except:
a. when the transferee is, in exceptional circumstances, not approved by the Directors in accordance with the provisions contained in the Article of Association of the Issuer, in which event the Managing Director of NSE will be taken into confidence, when so required, as to the reasons for such rejection;
b. when any statutory prohibition or any attachment or prohibitory order of a competent authority restraints the Issuer from transferring the securities out of the name of the transferor.
c. when the transferor objects to the transfer provided he serves on the Issuer within a reasonable time a prohibitory order of a Court of competent jurisdiction.
1. The Company agrees that when proper documents are lodged for transfer and there are no material defects in the documents except minor difference in signature of the transferor(s),
i. then the Company will promptly send to the first transferor an intimation of the aforesaid defect in the documents, and inform the transferor that objection, if any, of the transferor supported by valid proof, is not lodged with the Company within fifteen days of receipt of the Company's letter, then the securities will be transferred;
ii. if the objection from the transferor with supporting documents is not received within the stipulated period, the Company shall transfer the securities provided the Company does not suspect fraud or forgery in the matter.
1.A.The company agrees that in respect of transfer of shares where the company has not effected transfer of shares within 1 month or where the company has failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of 1 month, the company shall compensate the aggrieved party for the opportunity losses caused during the period of the delay.
In addition, the company keeping in view the provisions of Section 206A of the Companies Act and Section 27 of the Securities Contracts (Regulation) Act, 1956, shall provide all benefits (i.e. bonus shares, right shares, dividend) which accrued to the investor during the intervening period on account of such delay.
2. The Company agrees that when the signature of the transferor(s) is attested by a person authorised by the Department of Company Affairs, u/s 108(1A) of the Companies Act, 1956, then it shall not refuse to transfer the securities on the ground of signature difference unless it has reasons to believe that a forgery or fraud is involved.
13. The Issuer will promptly notify NSE of any attachment or prohibitory orders restraining the Issuer from transferring securities out of the names of the registered holders and furnish to NSE particulars of the numbers of securities so affected, the distinctive numbers of such securities and the names of the registered holders thereof.
14. If, in view of the volume of business in the listed securities of the Issuer, NSE so requires, the Issuer will arrange to maintain:
a. a transfer register in cities satisfactory to NSE on which all securities of the Issuer that are listed on NSE would be directly transferable; or
b. a registry office or some other suitable office satisfactory to NSE within the Municipal Area of the City of Bombay which will receive and re-deliver all securities that are tendered for the purpose of transfer, sub-division, consolidation or renewal.
15. The Issuer agrees that it will not close its transfer books on such days (or when the transfer books are not to be closed, fix such date for the taking of a record of its shareholders or debenture holders) as may be inconvenient to NSE for the purpose of settlement of transactions, of which due notice in advance shall have been given by NSE to the Issuer.
16. The Issuer agrees to close its transfer books for purposes of declaration of dividend or issue of right or bonus shares or issue of shares for conversion of debentures or of shares arising out of right attached to debentures or for such other purposes as the NSE may agree to or require and further agree to close its transfer books at least once a year at the time of the Annual General Meeting if they have not been otherwise closed at any time during the year and to give to NSE the notice in advance of at least forty-two days, or of as many days as NSE may from time to time reasonably prescribe, stating the dates of closure of its transfer books (or, when the Transfer books are not to be closed, the date fixed for taking a record of its shareholders or debentureholders) and specifying the purpose or purposes for which the transfer books are to be closed (or the record is to be taken) and to send copies of such notices to the other recognized stock exchanges in India, provided that such notice period be reduced from forty-two days to thirty days in respect of securities which are announced by Securities and Exchange Board of India from time to time to be compulsorily delivered in dematerialised form by all investors. The Issuer further agrees to ensure that the time gap between two book closures and record dates would be atleast 30 days.
17. The Issuer will accept for registration transfers that are lodged with the Issuer upto the date of closure of the transfer books (or when the transfer books are not closed, up to the record date) and save as provided in Clause 12 will register such transfers forthwith; and unless NSE agrees otherwise, the Issuer will defer, until the transfer books have reopened, registration of any transfer which may be received after the closure of the transfer books.
18. The Issuer will publish in a form approved by NSE such periodical interim statements of its working and earning as required by NSE, SEBI, or any statutory body or local authority or any body or authority acting under the authority or direction of the Central Government.
19.
a. The Issuer will notify NSE at least 7 days in advance of the date of the meeting of its Board of Directors at which the recommendation or declaration of a dividend or a rights issue or convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of the dividend is due to be considered and will recommend or declare all dividend and/or cash bonuses at least five days before commencement of the closure of its transfer books or the record date fixed for the purpose.
b. The Issuer will give notice simultaneously to NSE in case the proposal for declaration of bonus is communicated to its Board of Directors as part of the agenda. No prior intimation is required about the Board Meeting in case the declaration of Bonus by the company is not on the agenda of the Board Meeting.
c. The Issuers are also required to send the information in the format which is given in Schedule IV by e-mail (cmlist@nse.co.in)
d. The Issuer shall be required to give prior notice of at least 7 days to the stock exchanges about the Board meetings at which the proposal for Buy Back of Securities is to be considered.
20. The Issuer will, immediately after the meeting of its Board of Directors has been held to consider or decide the same, intimate to the Stock Exchanges where the company is listed, (within 15 minutes of the closure of the board meeting) by phone, fax, telegram, e-mail (cmlist@nse.co.in):
a. all dividends and/or cash bonuses recommended or declared or the decision to pass any dividend or interest payment;
b. the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for the year (with comparison with the previous year) and the amounts appropriated from reserves, capital profits, accumulated profits of past years or other special source to provide wholly or partly for the dividend, even if this calls for qualification that such information is provisional or subject to audit.
