SMD/POLICY/CIR-26/2000

July 04, 2000

To,

The Executive Director/President/Managing Director Of all the Stock Exchanges

Dear Sir/Madam,

SUB : Amendment to the Listing Agreement

As recommended by the Accounting Standards Committee, it has been decided to amend the Clause 41 of the Listing Agreement as follows:

1. Para 3 of Clause 41 shall be amended as follows :

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In addition, the Company shall prepare the half yearly results in the same pro-forma with effect from half year ending on March 31, 2000 and the same shall be approved by the Board of Directors and subjected to a “Limited Review” by the Auditors of the Company (or by any Chartered Accountant in case of Public Sector Undertakings) and a copy of the Review Report shall be submitted to the Stock Exchanges within 2 months after the close of the half year. For the purpose of this Review half year shall be construed as consisting of the first two quarters of the Company’s Financial Year. If the sum total of First and Second quarterly un­audited results in respect of any item given in the same pro-forma format varies by 20% or more from the respective half yearly results as determined after the “Limited Review” by the Auditors, the Company shall send a statement (approved by the Board of Directors) explaining the reasons to the Stock Exchanges along with Review Report. The Review Report shall be in the following format:

“We have reviewed the accompanying statement of unaudited financial results of…………………… (Name of the Company) for the period ended ….. This
statement is the responsibility of the Company’s Management.

A review of interim financial information consists principally of applying analytical procedures for financial data and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review conducted as above, nothing has come to our notice that causes us to believe that the accompanying statement of unaudited financial results has not disclosed the information required to be disclosed in terms of Clause 41 of the Listing Agreement including the manner in which it is to be disclosed, or that it contains any misstatement”.

2. Item No. 9 of the pro-forma for the unaudited financial results shall be modified as follows :

1. Paid Up Equity Share Capital (Face Value of the Share shall be indicated).

Stock Exchanges are advised to make the above amendments to the Clause 41 of the Listing Agreement immediately and confirm compliance.

Yours faithfully,

S RAVINDRAN

Division Chief

Secondary Market Department

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