CIRCULAR No. CIR/CFD/DIL/1/2014 March 25, 2014

Sub: Format for Auditors’ Certificate required under Clause 24(i) of the Equity Listing Agreement

1. This is with reference to SEBI Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 and SEBI Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 on the requirements for the Stock Exchanges and Listed Companies in respect to the Schemes of Arrangement.

2. Clause 24(f) of the Listing Agreement requires a company to file with the Stock Exchange(s), for approval, any scheme/petition proposed to be filed before any Court or Tribunal under sections 391, 394 and 101 of the Companies Act, 1956, at least one month before it is presented to the Court or Tribunal.

3. Clause 24(i) of the Listing Agreement requires that the company, while filing for approval of any draft Scheme of amalgamation / merger / reconstruction, etc. with the stock exchange under Clause 24(f), shall also file an auditors’ certificate to the effect that the accounting treatment contained in the scheme is in compliance with all the Accounting Standards specified by the Central Government in Section 211(3C) of the Companies Act, 1956. It has been observed that the Auditors’ Certificate filed by the companies are in different format and there is no standardisation.

4. In view of the above, it has been decided to prescribe a standard format for Auditors’ Certificate and the same is placed at Annexure A, which shall be followed by the companies.

5. This circular is applicable for all draft/ final scheme/ petition filed with the Stock Exchange(s) on or after the date of this Circular.

6. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992.

7. This circular is available on SEBI website at www.sebi.gov.in under the category “Legal Framework”.

Yours faithfully,

Anindya Das

Deputy General Manager

+91-22-26449616

anindyakd@sebi.gov.in

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