CRD/ GEN/ 2003/ 1

February 6, 2003

The Company Secretary/ Compliance Officer,
All the Companies listed on the Exchange.

Dear Sir/Madam,

Sub: Amendments to the Listing Agreement - Clauses 12A, 24(a), 32 and 41

As required by the Securities and Exchange Board of India vide its Circular Nos. SMDRP/ POLICY/ CIR-15/ 2001 dated March 8, 2001 and SMD/ POLICY/ CIR-2/ 2003 dated January 10, 2003, the Exchange has amended clauses12A, 24(a), 32 and 41 of the Listing Agreement. You are requested to note that the amendments and the dates of implementation.

1.    The amendment to clause 12A are as under:

Insertion of new sub-clause (3)

"The company agrees that in respect of transfer of shares where the company has not effected transfer of shares within one month or where the company has failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of one month, the company shall compensate the aggrieved party for the opportunity losses caused during the period of the delay."

Insertion of new sub-clause (4)

"The issuer agrees that any claim, difference or dispute arising out of clause 12A(3) may be referred to and decided by arbitration as provided in the Bye-Laws and Regulations of the Exchange. The issuer further agrees to actively participate in any arbitral proceeding so initiated and comply with the arbitration award.

In addition, the company keeping in view the provisions of section 206A of the Companies Act and section 27 of the Securities Contracts (Regulations) Act, 1956, provide all benefits (i.e. bonus shares, rights shares, dividend) which accrued to the investor during the intervening period on account of such delay."

The above amendment has to be implemented with immediate effect.

2.    The amended clause 24(a) of the Listing Agreement would be as follows:

"The company agrees to obtain 'in-principle' approval for listing from the Exchange before issuing further shares or securities.The company agrees to make an application to the Exchange for the listing of any new issue of shares or securities and of the provisional documents relating thereto."

The above amendment has to be implemented with immediate effect.

3.    The amendment in clause 32 would be carried out after the following paragraph.

"The company will make disclosures in compliance with the Accounting Standard on "Related Party Disclosures" in its Annual Report." (existing last para)

Insertion of new paragraph:
"Disclosure of loans /advances and investments in its own shares by the listed companies, their subsidiaries , associates etc.

The following disclosure requirements shall be complied by the companies in the Annual Accounts

S.no.	In the accounts of	Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year.
1	Parent	Loans and advances in the nature of loans to subsidiaries by name and amount.. Loans and advances in the nature of loans to associates by name and amount. Loans and advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no interest or interest below section 372A of Companies Act by name and amount loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.
2	Subsidiary	Same disclosures as applicable to the parent company in the accounts of subsidiary company.
3	Parent	Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.

Note:

1. For the purpose of the above disclosures the terms "parent" and "subsidiary" shall have the same meaning as defined in the Accounting Standard on Consolidated Financial Statement (AS21) issued by ICAI.
2. For the purpose of the above disclosures the terms 'Associate' and 'Related Party' shall have the same meaning as defined in the Accounting Standard on "Related Party" Disclosures (AS 18)" issued by ICAI.
3. For the purpose of above disclosures directors interest shall have the same meaning as given in Sec 299 of Companies Act.