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Mittal Court, A Wing, Gr. Floor,
224, Nariman Point, Mumbai 400 021

February 12, 1998


The Executive Director/President/Managing Director
of All the Stock Exchanges

Dear Sir,

Sub: Amendment in the Listing Agreement of the Stock Exchanges.

SEBI had appointed a Committee under the chairmanship of Shri R Chandrasekaran regarding transfer of shares. The recommendations of the Committee were considered by the SEBI Board and the Board has approved most of the recommendations of the Committee. The listing agreement of the stock exchanges needs to be amended in order to give effect to the recommendations concerning stock exchanges and the companies. Therefore, the Stock Exchanges are requested to amend the listing agreement on the following lines.

The Listing Agreement should include :

1. Appointment of a senior officer to act as Compliance Officer who will be responsible for monitoring the share transfer process and report to the company’s board in each meeting. The compliance officer will directly liaise with the authorities such as SEBI, Stock Exchanges, ROC, etc., and investors with respect to implementation of various clause, rules, regulations and other directives of such authorities and investor service & complaints related matter.

2. The requirement to undertake a due diligence survey to ascertain whether the RTA is sufficiently equipped with infrastructure facilities such as adequate manpower, computer hardware and software, office space, documents handling facility, etc., to serve the shareholders.

3. Insistence by the company that the RTA produce a certificate from a practising company secretary that all transfers have been completed within the stipulated time.

4. Furnishing information regarding loss of share certificates and issue of duplicate certificates.

5. Company to produce a copy of the MOU entered into with the RTA regarding their mutual responsibilities.You are advised to keep us informed about the steps taken to implement the above changes.

Yours faithfully,


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