No.DCS/CIR/2004/3
20th May, 2004

To,

The Company Secretary/Compliance Officer,
All Listed Companies

Dear Sir/Madam,

Sub: Secondary Market for Corporate Debt Securities.

The SEBI vide its circular No SEBI/MRD/SE/AT/46/2003 dated December 22, 2003 stipulated the conditions to be complied in respect of private placement of debt securities. The contents of this notice was brought to your notice vide Exchange circular No LIST/DEBT/SMG/PG/12-2003 dated December 29, 2003. SEBI has now vide its letter No. SEBI/MRD/Corp Debt/AT/7001/2004 dated April 8, 2004 explained the operational procedures to be followed for listing of privately placed corporate debt securities and the same are given below.

A.    For securities issued on or before 30-09-2003

The appointment of debenture trustee and obtaining a credit rating is mandatory for all issues including those which were made prior to 30/9/2003. In the case of those issuers who are not able to comply with these conditions, the Stock Exchange may consider taking an undertaking from such issuers stating, interalia, that they will fulfill the requirements before 30/6/04 and list such instruments based on the said undertaking. If any issuer fails to comply with the undertaking given to the exchange, the Stock Exchange shall take punitive actions including suspension of trading in such securities.

In case an issuer has made more than one issue prior to 30/9/2003, such issuers may be given the option of submitting a single initial disclosure document, with instrument specific annexures to the same.

The requirement of disclosures under chapter VI of SEBI (DIP Guidelines), 2000 shall be deemed to have been satisfied if the following provisions of SEBI (DIP Guidelines), 2000 are complied with:

6.7       Company, Management and projects
6.14     Outstanding litigations or defaults
6.16     Disclosure on Investor Grievances and Redressal System
6.18     Financial Information

B.    For securities issued after 30/09/2003

Issuers who make frequent private placements of debt securities may be permitted to file an umbrella offer document; The issuers may follow similar procedure as being followed for shelf prospectus for public issues in terms of material changes in the disclosure document.

All Companies are advised to take note of the above and ensure compliance.

In case you require any further clarifications in the matter, please contact Ms. Nishita Shah on (022) 2272 1233/34 Extn.8233

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