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SECURITIES AND EXCHANGE BOARD OF INDIA

August 4, 2000

DIP (Compendium) Circular No. 3

To All Registered Merchant Bankers

Dear Sirs,

Sub: Amendments to SERI (Disclosure and Investor Protection) Guidelines, 2000

The Board in its meeting held on June 14, 2000 considered and approved amendments to certain provisions of DIP Guidelines pertaining to eligibility norms for companies issuing securities, Promoters’ contribution and Lock-in requirements, Contents of offer documents, Pre and post issue obligations of the lead merchant banker, Other issue requirements in eligible sectors and Guidelines on preferential issues. A circular issued in this regard is enclosed. Following are the contents of the circular:

Section A: The definition of net worth has been included in the Chapter I-Preliminary and has been deleted from Chapter II- Eligibility Norms for Companies issuing Securities.

Section B covers the amendments to the guidelines on eligibility norms for public issue by unlisted/ listed companies and offers for sale.

Section C gives the amended guidelines on promoters’ contribution and lock in requirements.

Section D gives amendments to the Pre-Issue obligations.

Section E contains amendments to the contents of the offer documents.

Section F covers the amendments to the post issue obligations of the lead merchant banker.

Section G gives the amendments to other requirements of public issue of securities by companies in eligible sectors.

2/-

Section H contains the amendment to the Guidelines on advertisements. Section I gives amended guidelines on preferential issue.

Section J covers amendments to the operational Guidelines.

Applicability

This circular shall be applicable to the offer documents filed with the Board on or after August 7, 2000.

Explanation

Section I shall be applicable to the preferential issues for which notice convening the General Meeting of the shareholders for approving such proposals is issued on or after August 7, 2000_

Yours faithfully,

O.P. Gahrotra

Senior Executive Director

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