To,
All the listed companies,



Dear Sir:

Re: Amendments to the Listing Agreement - Clause 24, Clause 31(c) & Clause 41

1. This is to inform you that the Securities and Exchange Board of India (SEBI) vide its letter No. SEBI/Policy/List/Cir-17/2003 dated the 8th May, 2003, has advised all the Stock Exchanges to amend Clause 24 and Clause 31 (c) of the Listing Agreement. Further Securities and Exchange Board of India (SEBI) vide its letter No. SEBI/Policy/List/Cir-14/2003 dated the 17th April, 2003, has also advised all the Stock Exchanges to amend Clause 41 of the Listing Agreement. Accordingly, the Governing Board of the Exchange in its meeting held on the 23rd May, 2003 adopted the amendments to Clause 24, Clause 31 (c) & Clause 41 of the Listing Agreement.



2. As advised by SEBI the following sub clauses (f), (g) and (h) are to be inserted in Clause 24 of the Listing Agreement :
   
   (f) "The company agrees that it shall file any scheme/petition proposed to be filed before any Court or Tribunal under    sections 391,394 and 101 of the Companies Act, 1956, with the stock exchange, for approval, at least a month    before it is presented to the Court or Tribunal."
   
   (g) "The company 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 purpose 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 Listing Agreement."
   
   (h) "The company 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."
   
   
3. Clause 31(c) of the Listing Agreement to be amended to read as under :
   
   (c) "Three copies of all the notices, call letters or any other circulars including notices of meetings convened u/s 391    or section 394 read with section 391 of the Companies Act, 1956 together with Annexures thereto, at the same time    as they are sent to the shareholders, debenture holders or creditors or any class of them or advertised in the    Press."
   
   
4. As advised by SEBI the following has been added at the end of Clause 41 of the Listing Agreement :
   
   "Companies shall be required to publish alongwith quarterly unaudited/audited financial results, the number of investor complaints pending at the beginning of the quarter, received and disposed off during the quarter and lying unresolved at the end of the quarter with effect from the quarter ending on or after 30th June, 2003."
   
   
5. The aforesaid amendments to Listing Agreement clauses will come into force with immediate effect. Companies are requested to take note of the same and comply.

Yours faithfully,

Kalpana Maniar
General Manager
Department of Corporate Services