Listing Agreement For Debentures

This agreement made at ___________ this ______________________ day of ___________ 20 _____ by __________________________________________________ a Company/any other entity duly formed and registered under the relevant Act and having its Registered office at ______________________________________________________

_________________ (hereinafter called "the Issuer") with the ______________ (name of the Stock Exchange) __________________ (hereinafter called ''the Exchange'').

WHEREAS the Issuer has filed with the Exchange an application for listing its debentures more particularly described in detail in Schedule I annexed hereto and made a part thereof.

AND WHEREAS it is a requirement of the Exchange 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 Exchange.

AND WHEREAS the issuer, whose equity shares are listed and who has already entered into a listing agreement for its equity shares, shall also enter into this debenture listing agreement for listing its debentures and shall comply with the same in addition to the listing agreement already signed. In case of inconsistency, if any in the obligations arising out of these agreements the provision of listing agreement for equity shall prevail.

NOW THEREFORE in consideration of the Exchange having agreed to list the said securities, the Issuer hereby agrees to covenants appearing in the part 1 i.e. General Clauses and part _______ (either 2 or 3, depending upon the mode of issuance) and agrees with the Exchange as follows:

Part 1.0 (General Clauses):

1.1. The Issuer agrees to notify the Exchange regarding expected default in timely payment of interest or redemption amount or both in respect of the debentures listed on the exchange as soon as the same becomes apparent to the Issuer.

1.2. The Issuer agrees to comply with such provisions as may be specified by the Exchange for clearing and settlement process.

1.3 The issuer undertakes to promptly notify the exchange:

  1. of any attachment or prohibitory orders restraining the Issuer from transferring debentures out of the names of the registered holders and furnish to the Exchange particulars of the numbers of securities so affected, the distinctive numbers of such securities and the names of the registered holders and their demat account details.

  2. of any action which will result in the redemption, conversion, cancellation, retirement in whole or in part of any debentures or such action that would effect adversely payment of interest of debentures listed on the Exchange.

  3. of any change in the form or nature of any of its debentures that are listed on the Exchange or in the rights or privileges of the holders thereof and make an application for listing of the said securities as changed, if the Exchange shall so require.

  4. any proposed change in the general character or nature of its business/activities.

  5. any change in the following:

  6. Issuer''s directorate/members of council by death, resignation, removal or otherwise;

    ii) of Managing Directors/members of council. iii) of Auditors appointed to audit the books and accounts of the Issuer.

  7. Within 15 minutes of closure of the meeting of its Board of Directors/Council held to consider or decide on the below mentioned matters will inform the Exchange by fax, telegram

  8. short particulars of any increase of capital by way of new securities whether by issue of bonus shares through capitalization, or by way of right shares to be offered to the shareholders or debenture holders, or in any other way;

    ii) short particulars of the reissues of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;

    iii) short particulars of any other alterations of capital, including calls;

    iv) the dividends and/or bonus recommended or declared or the decision to pass over any dividend

  9. any other information necessary to enable the holders of the listed securities of the Issuer to appraise its position and to avoid the establishment of a false market in such listed securities.


  10. The Issuer agrees to close its transfer books or fix a record date for purposes of payment of interest and payment of redemption amount or for such other purposes as the exchange may agree to or require and to give to exchange the notice in advance of at least thirty days, or of as many days as exchange 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 debenture holders) and specifying the purpose or purposes for which the transfer books are to be closed (or the record is to be taken) The Issuer further agrees to ensure that the time gap between two book closures and record dates would be atleast 30 days. Alternatively, the Issuer may agree to provide its schedule of book closure or record dates for the purpose of payment of interest and redemption amount at the time of listing of the debenture instrument itself and intimate any changes in such schedule to the stock exchange/debenture holders.

  11. 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 debenture holders) as may be inconvenient to Exchange for the purpose of settlement of transactions, of which due notice at least 21 days in advance shall have been given by Exchange to the Issuer.

    4[c) The issuer agrees to ensure that services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer), are used for payment of interest and redemption amounts as per applicable norms of the Reserve Bank of India. In cases where such facilities are not available, the issuer agrees to issue all interest warrants and cheques for redemption money simultaneously, which shall be payable at par at such centres as may be agreed between the exchange and the issuer. Such centres will be disclosed to the debenture-holders. The amounts shall be collectible at par, with collection charges, if any, being borne by the issuer, in any bank within India even in centres other than the agreed centres. The warrants or cheques shall be dispatched so as to reach the debenture-holders on or before the date fixed for payment of interest on debentures or redemption money, as the case may be.]

    1.5 The Issuer will notify the Exchange at least 7 days in advance of the date of the meetings of its Board of Directors/Council of issuer at which the recommendation or declaration of issue of convertible debentures or of debentures carrying a right to subscribe to equity shares or any other matter affecting the interests of debenture holders is due to be considered.


  12. The Issuer agrees to intimate the Exchange in advance, of its intention to raise funds through issue of new debentures if it proposes to list such new debentures on the Exchange. The Issuer also agrees to make an application to the exchange for the listing of such new issue of debentures and to submit such provisional documents as required by the Exchange relating thereto.

  13. The Issuer agrees to make true, fair and adequate disclosure in the offer documents as per the applicable regulatory requirements in respect of such new or further issue of debentures which the Issuer proposes to list on the Exchange.

  14. The Issuer agrees that it shall not issue any prospectus/ offer document/ letter of offer for public subscription of any securities unless the said prospectus/ offer document/ letter of offer has been filed with SEBI and an observation letter has been obtained from SEBI through the lead manager.

  15. The Issuer further agrees that the Issuer shall submit to the exchange such documents to enable it to admit/ list the said securities for dealing in the exchange.

  16. In the event of non-submission of the documents as mentioned in sub-clause (d) above by the Issuer to the exchange or withdrawal of the observation letter, if any, issued by SEBI, anytime before grant of permission for listing/ admission to dealing of the securities, the securities shall not be eligible for listing/ dealing, as the case may be, and the issuer shall be liable to refund the subscription monies to the respective investors immediately.

  17. The issuer agrees to ensure that any scheme of arrangement/ amalgamation/ merger/ reconstruction/ reduction of capital, etc., to be presented to any Court or Tribunal does not in any way violate, override or circumscribe the provisions of securities laws or the stock exchange requirements.

    Explanation: For the purposes of this sub-clause, ''securities laws'' mean the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc. made under these Acts and the instant Listing Agreement.

    (g) The issuer agrees that in the explanatory statement forwarded by it to the shareholders u/s 393 or accompanying a proposed resolution to be passed u/s 100 of the Companies Act, it shall disclose the pre and post-arrangement or amalgamation (expected) capital structure and shareholding pattern.

    5[The issuer agrees that no material modification shall be made to the structure of the debenture in terms of coupon, conversion, redemption, or otherwise without prior approval of the stock exchanges where the bond is listed.]

    1.7. Unless the terms of issue otherwise provide, the Issuer will not select any of its listed securities for redemption otherwise than pro rata or by lot and will promptly furnish to Exchange any information requested in reference to...

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