SECURITIES AND EXCHANGE BOARD OF INDIA

EXECUTIVE DIRECTOR

D&CC/FITTC/CIR – 17/2002

December 31, 2002

Chairman / Managing Director,

All Registrar and Share Transfer Agents

Dear Sir,

Sub: RECONCILIATION OF THE ADMITTED, ISSUED AND LISTED CAPITAL

Please refer to SEBI circular no. D&CC/FITTC/CIR-15/2002 dated December 27, 2002 regarding appointment of common agency for physical share registry work and establishing connectivity with the depositories.

Further to the above all the registrars and share transfer agents (RSTA) are hereby directed, that:

1. They shall maintain records of all the shares dematerialised, rematerialised and details of all securities declared to be eligible for dematerialisation in the depositories and ensure that dematerialisation of shares shall be confirmed / created only after an in-principle approval of the stock exchange / s where the shares are listed and the admission of the said share with the depositories have been granted.

2. They shall have proper systems and procedures in place to verify that the securities tendered for dematerialisation have not been dematerialised earlier.

3. They shall ascertain, reconcile daily and confirm to the depositories that the total number of shares held in NSDL, CDSL and in the physical form tallies with the admitted, issued and listed capital of the issuer company; and

4. They shall confirm that the dematerialisation requests have been processed within 21 days and shall also state the reasons for shares pending confirmation for more than 21 days from the date of request.

Any non compliance of the directives shall entail suitable action under the various rules, regulations and Acts.

Yours faithfully,

R M JOSHI

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