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com

Documents to be submitted for granting approval under 24(a) of the listing

agreement 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 in
AGM/EGM approving the issue of the GDRs/ADRs/FCCBs.

4. Copy of the approvals obtained from GOI/RBI/FEMA . In case the Company falls
under Automatic Route, the Company Secretary should confirm the same giving
reference 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 the
holders exercise option to convert Bonds( in case of FCCB issues).

8. Pre and post shareholding pattern (tentative).

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Certificate to be submitted on a separate letter head of the Company as under:

To,
Bombay Stock Exchange Limited,
P.J. Towers,
Dalal Street,
Mumbai – 400 001.

Dear Sir,

Sub: In-principle approval for proposed issue of GDRs/ADRs/FCCBs aggregating

USD--------.

In connection with the aforesaid application made by the Cmpany, we hereby confirm and
certify that:

1) The underlying equity shares to be represented by such GDRs/ADRs /to be allotted

upon conversion of FCCBs, shall rank pari passu in all respect including dividend
entitlement with the existing equity shares of the Company.
2) The international offering made by the Company does not in any way violate or
override or circumscribe the provisions of the SEBI Act, 1992, the Securities Contracts
(Regulation) Act, 1956, the Foreign Exchange Management Act, 1999, the provisions of
Foreign Exchange Management (Transfer or issue of securities by a person resident
outside India) Regulations, 2000, the provisions of Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism)
Scheme, 1993, the Depositories Act, 1996, the Companies Act, 1956, the rules,
regulations and guidelines made under these Acts, and guidelines issued by the
Government of India, the Reserve Bank of India and/or any other appropriate
authorities.
3) The proposed issue of GDRs/ ADRs/ FCCBs is in conformity with the amended
guidelines issued by the Ministry of Finance dated August 31, 2005.
a) The eligibility of the issuer – We ________________________ (name of the company)
have not been restrained from accessing the securities market by Securities and
Exchange Board of India.
b) The eligibility of the subscribers – The proposed issue of GDRs/ADRs/FCCBs shall
not be made to the Overseas Corporate Bodies (OCBs) who are not eligible to invest
in India through portfolio route and entities prohibited to buy, sell or deal in
securities by SEBI.
c) Pricing – The issue price fixed for the proposed issue of GDRs/ADRs/FCCBs shall
not be less than the pricing formula prescribed by the Ministry of Finance.
d) Voting rights - The voting rights of the underlying equity shares proposed to be
issued towards GDRs/ADRs or equity shares issued on conversion of FCCBs shall
be in accordance with the provisions of Companies Act, 1956.
4) The Company shall provide complete details of the holders of GDR/ADR/FCCBs as
and when demanded by the regulatory authorities / BSE.

__________________
Managing Director/ Company Secretary

Date
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Documents to be submitted for listing of underlying equity shares represented by

GDRs/ADRs/ or of equity shares allotted upon conversion of FCCBs issued by the
Company

1. Listing application forms (i.e. by listed companies applying for listing of further securities)
duly completed, Distribution Schedule pre and post allotment together with such
supporting documents as have not been filed previously with BSE.

2. Distinctive numbers of the underlying equity shares issued.

3. Certified true copy of the Board resolution in which the equity shares were allotted.

4. The Company Secretary shall confirm that:

a) Pursuant to Offering Circular dated ________, upon conversion option exercised by the
bondholder(s), the Company has on ____________ allotted _______ equity shares of Rs.
__ on conversion of ____ FCCBs. Terms of conversion of GDRs/FCCBs are given as
annexure.
b) All the legal and statutory formalities have been complied with and no Statutory
Authority has restrained the Company from issuing and allotting _________ nos. of
underlying equity shares of Rs.___ each towards ______ GDRs/ ADRs/ FCCBs issued
by the Company pursuant to Offering Circular dated _____.
c) Equity shares issued upon conversion of FCCBs / underlying equity shares issued
towards such GDRs/ADRs ranks pari passu in all respect including dividend
entitlement with the existing equity shares of the Company.

5. Complete details of allottees and details of outstanding FCCBs.

Face Value of FCCBs: Exchange Rate: Conversion Price:

Sr. Name of No. of Date of No. of No. of Amount of

No Allottees & FCCB Conver- equity FCCB FCCBs
Addresses converted sion shares outstanding outstanding
issued
Total FCCBS allotted on ______________ XXXX XXXXX
1
2

6. Copy of notice for conversion sent by the bondholders and working of allotment of shares.

7. The Company is required to pay processing fee (non-refundable) of Rs.25,000/- per

application or pay upfront a lumpsum processing fee of Rs.2,00,000/- per issue. The option
once exercised by the Company would not be allowed to be changed subsequently for that
issue. In addition, differential amount of Annual Listing Fee, if applicable, should be
paid on enhanced capital. The Schedule of Listing Fees is enclosed.

8. Shareholding Pattern Form duly completed with relevant enclosures giving details before
and after GDRs/ADRs/FCCBs issue.
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Following documents are required to be submitted at the time of obtaining in-principle

approval in case of first conversion
(In case any of the following documents have been submitted at the time of seeking approval
under Clause 24(a) of the of the listing agreement, the Company should give reference of the
letter(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 approving
issue of GDRs/ADRs/FCCBs.

4. Copy of the approvals obtained from GOI/RBI/FEMA . In case the Company falls under
the Automatic Route, the Company Secretary shall confirm the same giving reference to the
relevant notifications/circulars issued by FEMA/RBI.

5. Auditor’s Certificate confirming the receipt of funds against said issue.

We ______(Name of the Auditor)_____, Statutory Auditors of ____(Name of the

Company)____, having its registered office at _____________________________
__________________________________, on the basis of verification of Books of Accounts and
relevant records and documents of the Company, hereby certify that the Company has
received US$ _(Total Amount) __ on __(Date)___ against issue of Foreign Currency
Convertible Bonds / Global Depository Receipts / American Depository Receipts pursuant
to Offering Circular dated ____________________. The net proceed of the issue (after
deduction of issue expenses) i.e. US$ ______________ was credited in the account no.
____________ maintained with ____________________________, ____________ of _(Name of
the Company) ______ on __(Date)___.

For ___Name of the Auditor____

Name of Partner
Membership No.

Date:

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

7. Certify true copy of the Overseas Stock Exchange letter granting listing permission to the
GDRs/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 enclosed
format.
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Statement showing Shareholding Pattern (Pre and Post Allotment)

Name of the Company:

Scrip Code: Date as on:

Cate- Category of shareholder Number of Total Number of Total shareholding as a

gory shareholders number shares held in percentage of total number
code of shares dematerialized of shares
form
As a As a
percentage of percentage of
(A+B)1 (A+B+C)

(A) Shareholding of
Promoter and Promoter
Group 2
(1) Indian
(a) Individuals/ Hindu
Undivided 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 Promoter
Group (A)= (A)(1)+(A)(2)

1
For determining public shareholding for the purpose of Clause 40A.
2
For definitions of “Promoter” and “Promoter Group", refer to Clause 40A.
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Cate- Category of shareholder Number of Total Number of Total shareholding as a

gory shareholders number shares held in percentage of total number
code of shares dematerialized of shares
form
As a As a
percentage of percentage of
(A+B)3 (A+B+C)

(B) Public shareholding 4

(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 holding
nominal share capital
up to Rs. 1 lakh.
ii. Individual
shareholders holding
nominal share capital
in excess of Rs. 1 lakh.
(c) Any Other (specify)
Sub-Total (B)(2)
Total Public
Shareholding (B)=
(B)(1)+(B)(2)
TOTAL (A)+(B)
(C) Shares held by
Custodians and against
which Depository
Receipts have been
issued
GRAND 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.

3
For determining public shareholding for the purpose of Clause 40A.
4
For 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 Number Shares as a percentage of total number of shares
of shares {i.e., Grand Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}

1.
2.
TOTAL

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

Sr. No. Name of the shareholder Number Shares as a percentage of total number of shares {i.e.,
of shares Grand Total (A)+(B)+(C) indicated in Statement at
para (I)(a) above}
1.
2.
TOTAL

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

Sr. No. Name of the Number of Locked-in shares as a percentage of total number of
shareholder locked-in shares {i.e., Grand Total (A)+(B)+(C) indicated in
shares Statement at para (I)(a) above}
1.
2.
TOTAL

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

Sr. No. Type of outstanding DR Number of Number of Shares underlying outstanding DRs
(ADRs, GDRs, SDRs, outstanding shares as a percentage of total number of
etc.) DRs underlying shares {i.e., Grand Total (A)+(B)+(C)
outstanding indicated in Statement at para (I)(a)
DRs 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 of Type of Number of shares Shares underlying outstanding DRs as a
the DR outstanding DR underlying percentage of total number of shares {i.e.,
Holder (ADRs, GDRs, outstanding DRs Grand Total (A)+(B)+(C) indicated in
SDRs, etc.) Statement at para (I)(a) above}
1.
2.
TOTAL
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PROFILE OF PROMOTERS/BOARD OF DIRECTORS

PHOTO
1. Full Name

TO BE SIGNED
2. Date of Birth ACROSS THE
PHOTOGRAPH

3. Father’s/Husband’s
Name

4. Office Address with

telephone numbers
(other than companies
address where director
is working) & Email Id.

5. Residence Address
with telephone
numbers

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. Amount (Rs.)

Particulars
No.
1 Initial Listing Fees 20,000.00
2 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 convertible
debentures and any other security convertible into equity shares.

Privately Placed Debt Securities

Sr. Amount (Rs.)

Particulars
No.
1 Initial Listing Fees NIL
2 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
Additional fee of Rs.200.00 for
every additional Rs.1 crore or part
Above Rs.20 crore thereof

Subject to a maximum of
Rs.30,000.00 per instrument
The cap on the annual listing fee of debt instruments per issuer is Rs.5,00,000.00 per
annum.

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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The above schedule of Listing Fee is uniformly applicable for all companies irrespective of
whether BSE is the designated stock exchange or not.

PAYMENT DATE
The last date for payment of Listing Fee for the year 2008-09 is April 30, 2008. Failure to pay
the Listing Fee (for equity and/or debt segment) by the due date will attract interest @ 12%
per annum w.e.f. May 1, 2008.

SERVICE TAX
The Finance Bill 2008 has proposed a Service Tax on services provided by the Stock
Exchanges. As and when the Bill would be notified, a separate debit note would be raised
for the proportionate Service Tax.

* Source : www.bseindia.com 6 th June, 2009