No.DCS/CIR/2004/2
20th May, 2004

To,

The Company Secretary/Compliance Officer,
All Listed Companies

Dear Sir/Madam,

Sub: Disclosures in the Explanatory Statement to the Notice and Compliance to Clause 24(a) of Listing Agreement.

The SEBI vide its circular dated August 4, 2000 laid down the guidelines to be followed by the Companies coming out with preferential issues along-with the disclosures to be made under Clause 13.1A which is reproduced under

"The Explanatory statement to the notice to the General Meeting in terms of section 173 of the Companies Act, 1956 shall contain –

i)	the object/s of the issue through preferential offer,
ii)	intention of promoters/directors/key management persons to subscribe to the offer,
iii)	shareholding pattern before and after the offer,
iv)	proposed time within which the allotment shall be complete.
v)	the identity of the proposed allottees and the percentage of post preferential issue capital that may be held by them."

It may be noted that in terms of sub-clause (v) the identity of proposed allottees should incorporate the individual names of the proposed allottees and the percentage of post preferential issue capital that may be held by them individually.

On similar lines, the shareholding pattern before and after the offer should disclose the individual holding.

Further as per amended Clause 24(a) of the Listing Agreement, (please refer to Exchange Circular No. CRD/GEN/2003/1 dated February 6, 2003 for details) the companies are required to obtain ‘in-principle’ approval for listing from the Exchanges having nationwide trading terminals where it is listed before issuing further shares or securities. In other words the companies should obtain prior in-principle approval from the Exchanges before allotting the shares.

As per the Circular No.SEBI/CFD/DIL/DIP/12/2004/8/4 dated 8th April, 2004 amending the SEBI (Disclosures and Investor Protection) Guidelines, 2000 wherein as per Clause 13.4.1 allotments should be made in “three months” from the Shareholders meeting is substituted by “fifteen days”. In order to enable the Exchange to grant In-principle approval for allotment of securities the companies are requested to approach the Exchange for obtaining In-principle approval for issuing further securities as soon as the Board approves such proposal.

Further, the companies should also ensure compliance with the following amendments made to the SEBI(DIP) Guidelines dated the 8th April, 2004.

1.	Proposed allottees should have their existing shares in dematerialized form.
2.	Proposed allottees should not have sold/transferred any equity shares during the six month period prior to the Relevant date.
3.	The entire pre-preferential allotment shareholding of the proposed allottee(s) should be in lock in from the Relevant date upto a period of six months from the date of preferential allotment.

Companies are requested to note that non-compliance with the above requirements may result in rejection of the listing application for listing of securities issued on a preferential basis.

If you require any further clarification, you may call on 2272 1529/30/31, Mr. Krishna Jakkula - Extn. 8415 or Mr. Shravan Mavarker - Extn. 8323.

Yours faithfully,		Yours faithfully,
(Sydney Miranda)		(Sanjay Golecha)
Asst. Gen. Manager (Dept. of Corporate Services)		Gen. Manager (Dept. of Corporate Services)