December 31, 2002

Chairman/Managing Director,

All Issuer Companies

Dear Sir,


It has been decided that all the issuer companies shall subject themselves to a secretarial audit to be undertaken by a qualified Chartered Accountant or a Company Secretary, for the purposes of reconciliation of the total admitted capital with both the depositories and the total issued and listed capital. The audit shall cover the following aspects and certify among others:

That the total of the shares held in NSDL, CDSL and in the physical form tally with the issued / paid-up capital.

That the Register of Members (RoM) is updated.

The details of changes in share capital (due to rights, bonus, preferential issue, IPO, buyback, capital reduction, amalgamation, de-merger etc) during the quarter and certify in case of listed companies whether in-principle approval for listing from all stock exchanges was obtained in respect of all further issues.

The issuer companies shall submit the audit report on a quarterly basis to the stock exchange/s where they are listed. Any difference observed in the admitted, issued and listed capital shall be immediately brought to the notice of SEBI and both the Depositories by the stock exchanges. The first report in regard to the capital as on December 31, 2002, shall be submitted to all the stock exchanges where the issuer company are listed within 60 days, thereafter it shall be submitted every quarter starting from March 31, 2003, within 30 days of the end of each quarter. This report shall also be placed before the Board of Directors of the issuer company.

Any non compliance by the issuer company shall be viewed seriously and suitable action shall be initiated under the Depositories Act, 1996 against the issuer company and its Directors.

Yours faithfully,


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