ADRs-GDRs-FCCBs - PRE- AND POST-ISSUE

8/8/2019 ADRs-GDRs-FCCBs - PRE- AND POST-ISSUE

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Documents to be submitted for granting approval under 24(a) of the listingagreement for companies coming out with GDRs/ADRs/FCCBs

1. Certified true copy of the resolution passed by the Board of Directors of the

Company approving the issue of the GDRs/ADRs/FCCBs.

2. Copy of the notice sent to the shareholders of the Company.

3. Certified true copy of the resolution passed by the shareholders of the Company inAGM/EGM approving the issue of the GDRs/ADRs/FCCBs.

4. Copy of the approvals obtained from GOI/RBI/FEMA . In case the Company fallsunder Automatic Route, the Company Secretary should confirm the same givingreference to the relevant notifications/circulars issued by FEMA/RBI.

5. Confirmation by the Managing Director and/or Company Secretary as per format

enclosed.

6. Draft offering memorandum for issue of the GDRs/ADRs/FCCBs.

7. Details about number of shares to be issued upon conversion, assuming all theholders exercise option to convert Bonds( in case of FCCB issues).

8. Pre and post shareholding pattern (tentative).


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Following documents are required to be submitted at the time of obtaining in-principleapproval in case of f irst conversion

(In case any of the following documents have been submitted at the time of seeking approvalunder Clause 24(a) of the of the listing agreement, the Company should give reference of theletter(s) under which these documents are submitted).

1. Two copies of the final offering circulars, duly certified by the Company Secretary.

2. Certified true copy of the Resolution passed by the Board of Directors.

3. Certified true copy of the resolution passed by the shareholders of the Company approvingissue of GDRs/ADRs/FCCBs.

4. Copy of the approvals obtained from GOI/RBI/FEMA . In case the Company falls underthe Automatic Route, the Company Secretary shall confirm the same giving reference to the

relevant notifications/circulars issued by FEMA/RBI.

5. Auditors Certificate confirming the receipt of funds against said issue.

We ______(Name of the Auditor)_____, Statutory Auditors of ____(Name of theCompany)____, having its registered office at _____________________________

__________________________________, on the basis of verification of Books of Accounts andrelevant records and documents of the Company, hereby certify that the Company hasreceived US$ _(Total Amount) __ on __(Date)___ against issue of Foreign CurrencyConvertible Bonds / Global Depository Receipts / American Depository Receipts pursuantto Offering Circular dated ____________________. The net proceed of the issue (afterdeduction of issue expenses) i.e. US$ ______________ was credited in the account no.

____________ maintained with ____________________________, ____________ of _(Name ofthe Company) ______ on __(Date)___.

For ___Name of the Auditor____

Name of PartnerMembership No.

Date:

6. A list of allottees together with addresses and the number of GDRs / ADRs/ FCCBs allottedto them.

7. Certify true copy of the Overseas Stock Exchange letter granting listing permission to theGDRs/ADRs/FCCBs.

8. Specimen of the Share Certificate.

9. The details of each of the promoter/director on the Board of the company as per enclosedformat.


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Statement showing Shareholding Pattern (Pre and Post Allotment)

Name of the Company:Scrip Code: Date as on:

Total shareholding as apercentage of total numberof shares

Cate-gorycode

Category of sharehol der Number ofshareholders

Totalnumberof shares

Number ofshares held indematerializedform

As apercentage of(A+B)1

As apercentage of(A+B+C)

(A) Shareholding ofPromoter and PromoterGroup2

(1) Indian

(a) Individuals/ HinduUndivided Family

(b) Central Government/State Government(s)

(c) Bodies Corporate

(d) Financial Institutions/Banks

(e) Any Other(specify)

Sub-Total (A)(1)

(2) Foreign

(a) Individuals (Non-

Resident Individuals/Foreign Individuals)

(b) Bodies Corporate

(c) Institutions

(d) Any Other (specify)

Sub-Total (A)(2)

Total Shareholding of

Promoter and PromoterGroup (A)= (A)(1)+(A)(2)

1For determining public shareholding for the purpose of Clause 40A.

2For definitions of Promoter and Promoter Group", refer to Clause 40A.


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Total shareholding as apercentage of total numberof shares

Cate-gorycode

Category of shareholder Number ofshareholders

Totalnumberof shares

Number ofshares held indematerializedform

As apercentage of

(A+B)3

As apercentage of

(A+B+C)

(B) Public shareholding4

(1) Institutions

(a) Mutual Funds/ UTI

(b) Financial Institutions/

Banks

(c) Central Government/

State Government(s)

(d) Venture Capital Funds

(e) Insurance Companies

(f) Foreign Institutional

Investors(g) Foreign Venture Capital

Investors

(h) Any Other (specify)

Sub-Total (B)(1)

(2) Non-institutions

(a) Bodies Corporate

(b) Individuals -i. Individual

shareholders holdingnominal share capital

up to Rs. 1 lakh.

ii. Individualshareholders holding

nominal share capitalin excess of Rs. 1 lakh.

(c) Any Other (specify)

Sub-Total (B)(2)

Total PublicShareholding (B)=(B)(1)+(B)(2)

TOTAL (A)+(B)

(C) Shares held by

Custodians and againstwhich Depository

Receipts have beenissuedGRAND TOTAL(A)+(B)+(C)

1 For determining public shareholding for the purpose of Clause 40A.2 For definitions of Promoter and Promoter Group, refer to Clause 40A.3 For definitions of Public Shareholding, refer to Clause 40A.

3For determining public shareholding for the purpose of Clause 40A.

4For definitions of Public Shareholding, refer to Clause 40A.


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(I)(b) Statement showing Shareholding of persons belonging to the category Promoter and

Promoter Group

Sr. No. Name of the shareholder Numberof shares

Shares as a percentage of total number of shares{i.e., Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above}

1.

2.

TOTAL

(I)(c) Statement showing Shareholding of persons belonging to the category Public and holdingmore than 1% of the total number of shares

Sr. No. Name of the shareholder Numberof shares

Shares as a percentage of total number of shares {i.e.,Grand Total (A)+(B)+(C) indicated in Statement atpara (I)(a) above}

1.

2.

TOTAL

(I)(d) Statement showing details of locked-in shares

Sr. No. Name of the

shareholder

Number of

locked-inshares

Locked-in shares as a percentage of total number of

shares {i.e., Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above}

1.

2.

TOTAL

(II)(a) Statement showing details of Depository Receipts (DRs)

Sr. No. Type of outstanding DR(ADRs, GDRs, S DRs,etc.)

Number ofoutstandingDRs

Number ofsharesunderlyingoutstandingDRs

Shares underlying outstanding DRsas a percentage of total number ofshares {i.e., Grand Total (A)+(B)+(C)indicated in S tatement at para (I)(a)above}

1.

2.

TOTAL

(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in

excess of 1% of the total number of shares

Sr. No. Name ofthe DRHolder

Type ofoutstanding DR(ADRs, GDRs,SD Rs, etc.)

Number of sharesunderlyingoutstanding DRs

Shares underlying outstanding DRs as apercentage of total number of shares {i.e.,Grand Total (A)+(B)+(C) indicated inStatement at para (I)(a) above}

1.

2.

TOTAL


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PROFILE OF PROMOTERS /BOARD OF DIRECTORS

1. Full Name

2. Date of Birth

3. Fathers/HusbandsName

PHOTO

TO BE SIGNEDACROSS THE

PHOTOGRAPH

4. Office Address withtelephone numbers(other than companiesaddress where directoris working) & Email Id.

5. Residence Addresswith telephonenumbers

6. Permanent Address

7. PAN/GIR No.

8. Specimen Signature


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SCHEDULE OF LISTING FEES FOR THE YEAR 2008-09

Securities* other than Privately Placed Debt Securities

Sr.No.

ParticularsAmount (Rs.)

1 Initial Listing Fees 20,000.002 Annual Listing Fees

(i) Companies with listed capital* upto Rs. 5 crore 10,000.00

(ii) Above Rs. 5 crore and upto Rs. 10 crore 15,000.00

(iii) Above Rs. 10 crore and upto Rs. 20 crore 30,000.00

Companies which have a listed capital* of more than Rs. 20 crore are required to pay an

additional fee @ Rs. 750 for every additional Rs. 1 crore or part thereof.

NOTE: In case of debenture capital (not convertible into equity shares), the fees will be 25%

of the above fees.

*includes equity shares, preference shares, fully convertible debentures, partly convertibledebentures and any other security convertible into equity shares.

Privately Placed Debt Securities

Sr.

No.Particulars

Amount (Rs.)

1 Initial Listing Fees NIL2 Annual Listing Fees

(i) Issue size up to Rs.5 crore 2,500.00(ii) Above Rs. 5 crore and upto Rs. 10 crore 3,750.00

(iii) Above Rs. 10 crore and upto Rs. 20 crore 7,500.00

Above Rs.20 crore

Additional fee of Rs.200.00 forevery additional Rs.1 crore or partthereof

Subject to a maximum ofRs.30,000.00 per instrument

The cap on the annual listing fee of debt instruments per issuer is Rs.5,00,000.00 perannum.

The above schedule of Listing Fee is uniformly applicable for all the companies irrespective

of whether BSE is the designated exchange or not.

APPLICABILITY


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