Deputy General Manager
Market Regulation Department

March 3, 2004

The Executive Directors/Managing Director/Administrators of All Stock Exchanges

Dear Sir,

Sub :  Submission of Audit reports under regulation 55A of SEBI (Depositories and Participants) Regulations, 1996.

1. Companies, whose securities are listed on the stock exchange(s) are required to submit audit reports on quarterly basis within 30 days from the end of each quarter, to the stock exchange(s), under the following provisions:

i. Regulation 55A of SEBI (Depositories and Participants) Regulations,1996.
ii. SEBI Circular No. D&CC/FITTC/Cir-16/2002 dated 31.12.02.

2. It has come to the notice of SEBI  that some of the companies are not submitting reports regularly to the stock exchange(s) as required under the above provisions.

3. The stock exchanges are, therefore, advised as under:

3.1 To draw the attention of the listed companies to the aforesaid provisions and the need for effective compliance with the said provisions.  Further, stock exchanges are advised to inform the companies that submission of the audit report is a continuous requirement and accordingly, comply with the same regularly on time.

3.2 To put in place a system for monitoring the compliance of the aforesaid disclosure requirements by the listed companies.

3.3 To draw the attention of the companies that failure to comply with the aforesaid provisions would be viewed seriously and penal actions including adjudication proceedings would be initiated by SEBI against the companies.

3.4 To take any other suitable steps to ensure compliance by the companies with the audit requirement.

3.5 To submit the status reports on the extent of compliance with the audit requirement by the listed companies, within 45 days from the end of each quarter, as advised earlier by SEBI vide letter dated 31.12.2002.

4. The Stock Exchanges are directed to communicate to SEBI, the status of the implementation of the provisions of the above directions in Section II, Item No. 13 of the Monthly Development Report for the month of March, 2004.

5. This circular is being issued in exercise of powers conferred by section 11 (1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Yours faithfully,


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