Ref

Registration of Sub-Brokers *

Defaulting member - distribution of assets *

A/C no. and bank details in Application to issue *

No 1% listing deposit from Mutual Funds *

Listing and trading permission to be distinct *

Exemption for Corporates of five years *

Renewal Fees to be paid by registered Sub-brokers *

Guidelines for preferential allotments *

Submission of B/S & details of utilisation of funds, etc. *

Emblem of SE not necessary on the TD *

Extension for submission of audit report by November 15 *

Forfeiture of 1% Listing Deposit *

Fees for Reinstatement of listing *

Ref.SMD-I/1541

March 17, 1994

The Presidents/Executive Directors of

Bombay/Madras/Delhi/Calcutta/Ahmedabad/

Bangalore/Bhubaneshwar/Cochin/

Coimbatore/Gauhati/Hyderabad/

Jaipur/Ludhiana/Madhya Pradesh/

Magadh/Mangalore/Pune/Saurashtra

Kutch/ Uttar Pradesh/ Vadodara/OTC

Exchange of India

Dear Sir,

Registration of Sub-Brokers

Under Regulation 11 of SEBI (Stock Brokers and Sub-Brokers) Rules and Regulations, 1992 the stock exchanges are required to forward the applications of sub-brokers to SEBI after certifying that the applicants are eligible for registration. We have been receiving applications which are not complete in all respects and the applicants do not comply with all the requirements of Rules and Regulations. This leads to avoidable correspondence and delays the process of issuing registration certificates. We are enclosing a check list which would help the stock exchanges and member brokers to ensure then compliance of all the requirements. The copies of the check list may be provided to your member brokers also. While forwarding the applications the stock exchanges should send all information in the following format as already advised in our letter of September 9/16 1993 so that proper records may be maintained :

Sr No Name of Name of Draft No./Date Name of the

Sub Broker Affiliating Member Bank

Please bring it to the notice of your member brokers that dealing with sub-brokers who are not registered ( or treating them as clients and not sending their applications for registration) is violation of the SEBI Act, 1992 and such stock brokers are liable to action.

Thanking you,

Yours faithfully,

sd/-

P.K. NAGPAL

CHECK LIST FOR STOCK EXCHANGES AND STOCK BROKERS FOR REGISTRATION OF SUB BROKERS

Age of applicant not to be less than 21 years (Age is mentioned in the recommendation letter of stock broker)

Applicant should have passed at least 12^th Standard examination.

If applicant is a partnership firm or a corporate body all the partners or directors should confirm with the criteria specified in (1) and (2) above.

Recommendation of the stock broker and ensure that the seal of the broker is affixed in the recommendation letter.

Two reference including one reference from the banker of the applicant.

The applicant should pay the fees of Rs 1000 by bank draft along with application.. In order to ensure that the draft does not become outdated , the application of the sub-broker along with the draft should be forwarded to SEBI immediately.

Sub-broker should execute the standard agreement with the stock broker (copy already provided to all the stock exchanges) and an undertaking in this respect should be sent to SEBI.

In case the applicant is a corporate body a copy of the Memorandum/Articles of Association should be sent to SEBI.

The applicant should not have been convicted of any offense involving fraud or dishonesty.

Ensure recommendation of the stock exchange by an authorised official along with the seal of the exchange.

SR. EXECUTIVE DIRECTOR

March 22, 1994

SMD(B)/CIR/MISC-04/1624/94

The Presidents/Executive Directors of

Bombay/Madras/Delhi/Calcutta/Ahmedabad/

Bangalore/Bhubaneshwar/Cochin/

Coimbatore/Gauhati/Hyderabad/

Jaipur/Ludhiana/Madhya Pradesh/

Magadh/Mangalore/Pune/Saurashtra

Kutch/ Uttar Pradesh/ Vadodara/OTC

Exchange of India

Dear Sir

Defaulting member - distribution of assets

We invite your attention to Bye-Law No. 342 and Rule No. 16 Of the Bombay Stock Exchange relating to application of assets/auction money realised from sale of membership rights of the defaulting member as also similar provisions in the bye-laws/rules of other stock exchanges. Many investor associations have strongly represented to us that the said bye-law/rule, as it stands, heavily weighs against the investors of defaulting members. As you would observe from the said bye-law/rule, the net assets of the defaulting member shall be first utilised for meeting the claims of the exchange and the clearing house and thereafter distributed rateably against the claims of the other members against the defaulting member arising out of the contracts entered into in the market with the defaulting broker. It has been represented to us that no provision has been made in the bye-laws/rules for meeting the claims of the investors against the defaulting member. Although the defaulting members’ clients can approach the stock exchange for arbitration in respect of their claims against the defaulting member, the claims of these investors are given the last priority in the matter of the settlement of claims. This is inequitable.

The matter was also raised in SEBI’s Secondary Markets Advisory Committee and the Committee was of the view that all the above claims against the defaulting member should be ranked on par and rateably distributed. You are therefore requested to take up the question of suitable amendments to the bye-laws of your stock exchange and carry out the amendments if the Governing Boards so agree. In case there is no agreement , your views may be communicated to us within two months of the receipt of this letter.

Please acknowledge receipt.

Yours faithfully,

sd/-

C. B. BHAVE

DIVISION CHIEF

April 9 1994

No : SMD-II/RVN/94/2818

The Presidents/Executive Directors of Bombay/

Madras/Delhi/Calcutta/Ahmedabad/

Bangalore/Bhubaneshwar/Cochin/

Coimbatore/Gauhati/Hyderabad/

Jaipur/Ludhiana/Madhya Pradesh/

Magadh/Mangalore/Pune/Saurashtra

Kutch/ Uttar Pradesh/ Vadodara/OTC

Exchange of India/NSE.

Dear Sirs,

A/C no. and bank details in Application to issue

Enclosed please find the press release dated 6/5/94 issued by the Securities and Exchange Board of India (SEBI) and the letter from Chairman, SEBI addressed to the Chambers of Commerce namely FICCI, ASSOCHAM, CII, INDIAN MERCHANT’S CHAMBER, BOMBAY CHAMBER OF COMMERCE AND INDUSTRY.

Yours faithfully,

sd/-

V. NABAR)

encl : a/a

SECURITIES AND EXCHANGE BOARD OF INDIA

PRESS RELEASE

Dated: May 6, 1994

Issued by : SECONDARY MARKET DEPARETMENT

TEXT

It may be recalled that the Securities & Exchange Board of India (SEBI) instituted an additional feature last year for enabling investors in the primary market to indicate details of their bank account and bank branch. This was intended to reduce the malpractice of theft of refund orders. It has been found that the response from the investors has been very good.

Considering the recurring thefts of dividend warrants/refund orders/ interest warrants, the Securities & Exchange Board of India has requested the companies to institute a procedure of requesting the shareholder to indicate his account number and bank branch so that the cheques /drafts/warrants sent to the shareholder include the details of his account number and the designated bank branch.

A letter in this regard has been issued by Chairman, SEBI to the various Association such as FICCI, ASSOCHAM, CII requesting them to urge their members to institute such procedure in the interest of the investors.

**************

5 May 1994

Ref No: SMD/SED/94/2685

The Presidents of

FICCI, ASSOCHAM, CII, INDIAN MERCHANTS CHAMBERS &

BOMBAY CHAMBER OF COMMERCE & INDUSTRY

As you must be aware, the Securities and Exchange Board of India (SEBI) introduced last year an additional feature in the application forms in case of public issues made by companies. The applicant is now given the facility to indicate his account number and bank details. The details are mentioned on the refund orders/cheques along with the applicant’s name. This avoids the a possibility of the refund orders being stolen or being illegally misappropriated.

It has been suggested to the Securities and Exchange Board of India that a similar facility could be given by the companies to their shareholders/debenture holders. If the shareholders or debenture holders inform the company of their account number and bank branch details, the dividend warrants/interest payments/redemption money by way of cheques could include details of account number and the concerned banks. This will result in minimising the malpractice’s of theft of dividends/interest warrants. May I request you to take up this matter with the members of your Chamber/Association with a request to them to introduce this procedure in the interest of the investors. We will be grateful for a response from you in this regard.

With regards,

Yours sincerely,

sd/-

S. S. NADKARNI

SMD-II(N)/2113/94

April 12 1994

President/Executive Directors

All recognised stock exchanges & Mutual Funds

Dear Sirs,

No 1% listing deposit from Mutual Funds

We invite your attention to our circular letter no. SE/2936 dated April 6 1992 whereby all the stock exchanges were advised to suitably amend their listing agreements as was done by the Bombay Stock Exchange to collect from the companies an amount equivalent to 1% of the amount of subscription to the public and/or to the shareholders of the existing securities for ensuring compliance of the listing requirements including repayment of moneys due to the applicants, despatch of share certificates , payment of brokerage, underwriting commission etc. It is understood that the stock exchanges are also collecting similar deposit from the mutual funds in respect of the schemes floated by them for further subscription.

The question of extending the said requirement to the schemes floated by the mutual funds which are sought to be listed on the stock exchanges has since been reviewed. It is observed that whenever the units are offered to the public pursuant to any scheme, the allotments are made to all the applicants on a firm basis irrespective of the amount collected under the scheme. The occasions where applications are required to be rejected or refunds are to be made, are very rare. The mutual funds have also represented to SEBI that there are virtually no complaints from the investors as regards delay in allotment, refund, despatch of unit certificates etc.

Accordingly the stock exchanges are advised that no deposit be collected from the mutual funds in respect of the schemes floated by them for public subscription which are sought to be listed at the stock exchanges. These instructions may be given effect to immediately.

If for the above purpose, any amendment to the rules, bye-laws and regulations of the stock exchanges are required, respective stock exchanges are advised to do so urgently.

Yours faithfully,

sd/-

R. V. NABAR

SR. EXECUTIVE DIRECTOR

12 April 1994

Ref No : SMD/SED/94/2114

TO ALL PRESIDENTS/ED’s OF ALL

STOCK EXCHANGES & THE OTC EXCHANGE

OF INDIA

Dear Sirs,

Listing and trading permission to be distinct

It has come to our notice that at times the stock exchanges grant permission for trading for certain securities on the basis of a certificate by the concerned company that it has commenced the despatch of share certificates/relevant securities. Investors have complained to SEBI that merely commencement of despatch of share certificates/securities is not sufficient for a stock exchange to be satisfied that tradeable scrips are in the hands of the investors. If trading is commenced on the basis of an expected despatch of securities and if the securities are not received by the investors in actuality, market distortions and manipulations become possible. Under these circumstances, a question has arisen whether the permission for trading should be withheld till all share certificates/refund orders are dispatched.

You are requested to examine this matter and give us your views to enable us to evolve uniform guidelines in this regard.

Yours faithfully,

sd/-

C. B. BHAVE

^{6TH June 1994
SMD-II/VRN/3492/94
All Presidents/Executive Directors
of Stock Exchanges

Dear Sir,

Exemption for Corporates of five
years
Government of India have issued norms relating to Multiple
Membership in Stock exchanges vide F No : 1/26/SE/91 dated 12.9.1991 which
interalia stipulates eligibility criteria at (1)(a) that a member should have
operated his membership for a peroid of at least 5 years before seeking
membership to another Stock Exchange.

It is now clarified that the above stated criteria shall not be
applicable to corporate members who have been admitted to Stock Exchange
membership in accordance with Rule 8(4) or 8/4/A of the Securities Contract
(Regulation) Rules, 1957 provided such corporate entities meet the net worth
criteria separately for all the stock exchanges in which they operate.

Thanking you,

Yours faithfully,

sd/-

C. B. BHAVE

cc : Dr P. J. Nayak C.B. BHAVE
Joint Secretary (INV & ECB)
Department of Economic Affairs
Ministry of Finance
Government of India
North Block
New Delhi 110 001.

Ref : SMD-I/3606/94
June 13 1994
The Presidents/Executive Directors of Bombay/
Madras/Delhi/Calcutta/Ahmedabad/
Bangalore/Bhubaneshwar/Cochin/
Coimbatore/Gauhati/Hyderabad/
Jaipur/Ludhiana/Madhya Pradesh/
Magadh/Mangalore/Pune/Saurashtra
Kutch/ Uttar Pradesh/ Vadodara/OTC
Exchange of India.

Dear Sirs,

Renewal Fees to be paid by registered
Sub-brokers
Please find enclosed a list of registered sub-brokers
affiliated to member brokers of your exchange. The above mentioned sub-brokers
were registered in the financial year 1993-94. As specified in Schedule III
under regulation 15(1)(a) of SEBI (Stock brokers & Sub- Brokers) Rules &
Regulations , 1992, these registered sub-brokers have to pay the renewal fees of
Rs 1000/- on or before the 1^st day of October 1994.

Please advise your concerned member brokers to ensure the
compliance of this requirement.

Thanking you ,

Yours faithfully,

sd/-

(SUJIT PRASAD)
OFFICER

Encl : List of registered sub-brokers

SR. EXECUTIVE DIRECTOR
SMD/SED/94/4692
August 5 1994

TO,
ALL PRESIDENTS/ED OF BOMBAY/
MADRAS/DELHI/CALCUTTA/AHMEDABAD/
BANGALORE/BHUBANESHWAR/COCHIN/
COIMBATORE/GAUHATI/HYDERABAD/
JAIPUR/LUDHIANA/MADHYA PRADESH/
MAGADH/MANGALORE/PUNE/SAURASHTRA
KUTCH/ UTTARPRADESH/ VADODARA/OTCEI/
&NSE.

Dear Sir,

Guidelines for preferential
allotments
Of late it was observed that the promoters of persons for the
time being in charge of the management of companies were making preferential
allotment of shares etc to a select group of persons , including themselves , at
prices unrelated to the prevailing market prices of such instruments. This was
not considered in the interest of the general investors. It was felt necessary
to protect the interest of the investors. SEBI has therefore issued guidelines
on August 04 1994 covering the issue of shares etc on preferential basis to a
select group of persons. The guidelines come into force with immediate effect .
A copy of the press release dated August 04 1994 issued by SEBI on the above
subject, the contents of which are self explanatory is enclosed for your
information and necessary action.

You are accordingly advised to ensure that the Shares/
Warrants/ Fully Convertible Debentures/ Partly Convertible Debentures or other
financial instruments issued by the companies on a preferential basis are
allowed to be listed at the Stock Exchange only if they are in accordance with
the guidelines issued by SEBI.

Please acknowledge receipt of the circular.

Yours faithfully,
sd/-

C. B. BHAVE

Encl : as above.

SECURITIES AND EXCHANGE BOARD OF INDIA
SECONDARY MARKET DEPARTMENT
PRESS RELEASE
Dated : August 04, 1994

Sub : GUIDELINES FOR DISCLOSURE AND INVESTOR PROTECTION-
PREFERENTIAL ISSUES.

Issued By : Primary Market Department

TEXT

Of late, the practice of making preferential allotments of
shares etc. at a price unrelated to the prevailing market price of such
instruments seem to be on the increase. This development is particularly
undesirable as the allotments are made to select persons for the time being in
charge of the affairs of management of the company. Besides, companies have also
been issuing warrants to select persons who are considered to be the promoters,
or persons with a right to obtain shares in future at a price, not bearing a
fair relation to the market. Therefore, there appears to be a need for
protecting the interest of the investors, who do not receive such preferential
treatment by ensuring that the pricing of the preferential allotments is market
related.

SEBI therefore issues the following guidelines governing the issue of
shares or warrants/Fully Convertible Debentures (FCDs)/Partly Convertible
Debentures (PCDs) or other financial instruments made on a preferential basis
to a select group of persons under Section 81(1A) of the Companies Act, 1956.
These guidelines are being issued in terms of Section 11(1) read with Section
24 of the Securities and Exchange Board of India Act, 1992, for orderly
development of the securities market and to protect the interest of the
investors at large.

All issues of capital by listed companies by way of shares /FCDs/PCDs
/warrants/any other financial instruments on a preferential basis to any
select group of persons, shall hence forth be subject to fulfilment of the
requirements mentioned in the following paragraphs :-

Pricing of the issue

The issue of shares on a preferential basis can be made at a
price not less than the higher of the following :

The average of the weekly high and low of the closing prices of
the related shares quoted on the stock exchange during the six months preceding
the relevant date
OR
the average of the weekly high and low of the closing prices of
the related shares quoted on a stock exchange during the two weeks preceding the
relevant date.

Explanation

"relevant date" for this purpose means the date thirty days prior to the
date on which the meeting of General Body of shareholders is convened, in
terms of Section 81(1A) of the Companies Act to consider the proposed issue.

"stock exchange" shall means any of the stock exchanges in which the
shares are listed and in which the highest trading volume in respect of the
shares of the company has been recorded during the preceding six months
prior to the relevant date.

5. Pricing of shares arising out of warrants etc.:

Where warrants are issued on a preferential basis with an
option to apply for and get allotted shares, the issuer company shall determine
the price of the resultant shares in accordance with para 4 above.

However, the relevant date for this purpose may, at the option
of the issuer be either the one referred in explanation a) to para 4 above or a
date 30 days prior to the date on which the holder of the warrants becomes
entitled to apply for the said shares.

6. Upfront payment on warrants :

An amount equivalent to atleast ten percent of the price fixed
in terms of para (4 ) above would become payable for the warrants on the date of
their allotment. This amount would be adjusted against the price payable
subsequently for acquiring the shares by exercising an option for the purpose.
This amount would stand forfeited if the option to acquire shares is not
exercised.

7. Pricing of shares on conversion :

Where PCDs/FCDs/other instruments are issued on a preferential
basis providing for the issuer to allot shares at a future date, the issuer
shall determine the price at which the shares could be allotted either by
conversion or otherwise in the same manner as provided for pricing of shares
allotted in lieu of warrants as indicated in para 5 above.

8. Currency of financial instruments :

In case of warrants/PCDs/FCDs/or any other financial
instruments with a provision for the allotment of equity shares at a future
date, either through conversion or otherwise, the currency of the instruments
should not exceed beyond 18 months from the date of issue of the relevant
instrument.

9. Non transferability of financial instruments :

Warrants/FCDs/PCDs or any other financial instruments issued on
a preferential basis will not be transferable. The shares allotted on a
preferential basis will not be transferable in any manner for a period of 5
years from their date of allotment. Similarly, the shares acquired, by
conversion or otherwise, would also remain locked in for a period of five years
from their date of allotment. Similarly, the shares acquired by conversion or
otherwise, would also remain locked in for a period of five years from the date
of their allotment.

10. Currency of shareholders resolutions :

Action on any resolution passed at a meeting of shareholders of
a company granting consent for preferential issues of any financial instrument
shall be completed within a period of three months from the date of passing of
the resolution. If such a resolution is not acted upon within the said period, a
fresh consent of the shareholders will have to be obtained and the relevant date
referred to in explanation (a) in para 4 above will relate to the new
resolution.

11. Certificate from Auditors :

In case of every issue of shares/warrants/FCDs/PCDs /or other
financial instruments, the statutory auditors of the issuer company must certify
that the issue of said instruments is being made in accordance with the
requirements contained in these guidelines. Copies of the certificate shall also
be laid before the meeting of the shareholders convened to consider the proposed
issue.

12. Preferential allotments to FIIs :

Preferential allotments, if any to be made in favour of Foreign
Institutional Investors shall also be governed by the guidelines issued by the
Government of India / SEBI/Reserve Bank of India on the subject.

13. Applicability :

These guidelines will come into force with immediate effect.
Cases of preferential issues approved by the General Body of share holders at
meetings held between 5^th May 1994 and 4^th August 1994 can
be acted upon within a period of three months from the date of issue of these
guidelines. However, all cases of preferential issues approved by resolutions of
the general body of shareholders held prior to 5^th May 1994 would be
governed by these guidelines, if they have not been acted upon by 4^th
August 1994.

The stock exchanges are being advised separately that the
shares/warrants/FCDs /PCDs or other financial instruments issued on a
preferential basis would be eligible for listing only if such instruments were
issued in accordance with these guidelines.}
****************

(A. Satynarayana)

Division Chief - Public Relations

SR.EXECUTIVE DIRECTOR

SMD/SED/N/JJ/4984/94

September 23, 1994

The Presidents/Executive Directors

of all the Stock Exchanges.

Dear Sir,

Submission of B/S & details of utilisation of funds, etc.

It has been noticed that companies make certain projections and statements of profitability in their offer documents at the time of issue of capital but subsequently the investor is not informed about the actual performance vis-à-vis the projections. It has also been found that the companies provide only an abridged balance sheet and profit and loss account to the shareholders and thereby the availability of full information in the market about the company's performance is restricted. These questions were taken up by the BSE and they have proposed that the listing agreement be suitably amended to correct these deficiencies. It is also considered desirable that the acknowledgement card issued by SEBI should be made part of the requirement for the listing.

It is therefore considered necessary to amend the listing agreement by inserting a new clause being Clause 43 and amending clauses 32 and 24 as indicated hereunder:-

1) A new clause 43 be added after the existing clause 42 as under :

Clause 43 The company agrees that it will furnish on a yearly basis a statement to the Exchange showing the variations between projected utilisation of funds and/or projected profitability statement made by it in its prospectus or letter of offer and the actual utilisation of funds and/or actual profitability. Such statements will be required to be given for each of the years for which projections are provided in its prospectus/letter of offer and should be published in newspapers simultaneously with the unaudited/audited financial results as required under clause 41. If there are material variations between the actual and projections, the company shall furnish an explanation therefor in the advertisement. This comparison must also be provided in the Director's Report.

2) Clause 32 be substituted by the following:

Clause 32 The company will supply a copy of the complete and full Balance Sheet, Profit and Loss Account and the Director's Report, to each shareholder and upon application to any member of the Exchange.

3) The following sub-clauses may be inserted as sub-clauses (b) to (e) after the existing clause 24 of the Listing Agreement, which shall be renumbered as sub-clause (a) of clause 24:

(b) The company agrees to make true, fair and adequate disclosure in the offer documents/draft prospectus/letter of offer in respect of any new or further issue of shares/securities.

(c) The company agrees that it shall not issue any prospectus/offer document/letter of offer for public subscription of any securities unless the said prospectus/offer document/letter of offer has been vetted by SEBI and Acknowledgement Card obtained from SEBI through the Lead Manager.

(d) The company further agrees that the company shall submit to the Exchange the following documents to enable it to admit/list the said securities for dealing in Exchange such as -

i) A copy of the Acknowledgement Card or letter indicating the observation on draft prospectus/letter of offer/offer documents by SEBI:

and

ii) A certificate from a Merchant Banker acting as a Lead manager to the issue reporting positive compliance by the company of the guidelines on disclosure and investor protection issued by SEBI.

(e) In the event of non-submission of the documents as mentioned in sub-clause (d) above by the company to the Exchange or withdrawal of the Acknowledgement Card by SEBI at any time before grant of permission for listing/admission to dealing of the securities, the securities shall not be eligible for listing/dealing, as the case may be and the company shall be liable to refund the subscription monies to the respective investors immediately.

As regards, issue of securities by companies not listed on the exchange, necessary changes be made in the LETTER OF APPLICATION (the application which a company makes to the Stock Exchange for initial listing) as indicated in the draft letter of application (enclosed herewith).

It is requested that these amendments may be put up before your Governing Board for approving the changes suggested therein and we may be intimated of the resolution passed by your Board.

Yours faithfully,

sd/-

C.B.BHAVE

Encl: As stated above.

Annexure

LETTER OF APPLICATION

(By Companies not Listed on the Exchange)

From : Date :

To,

The Secretary,

THE STOCK EXCHANGE,

Dear Sir,

In conformity with the listing requirements of the Stock Exchange, we hereby apply for admission of the following securities of the Company to dealings on the Exchange :

(1) _________________

(2) _________________

(3) _________________

(4) _________________

** The securities mentioned at ( ) above are proposed to be issued by Prospectus/Offer for Sale/Circular after vetting of the same by SEBI ( conversion, exchange, rights, open offer, capitalisation of reserves) / Placing, full particulars of which are given in the statement sent herewith ( together with the reasons for the procedure proposed when a Placing is intended).

** It is intended to make an Offer for Sale/a Placing of the securities mentioned at ( ) above which have been already issued. We enclose a statement giving full particulars of when, how and to whom the securities were issued and full details of the proposed Offer for Sale/Placing (together with the reasons for the procedure proposed when a Placing is intended).

We send herewith the Listing Application and

undertake to send ***

Agreement Forms and the Distribution Schedules, duly completed. We also forward the documents (or drafts thereof) as per list attached and undertake to furnish such additional information and documents as may be required.

We further undertake to submit to the Exchange a copy of the Acknowledgement Card or letter indicating the observation on draft prospectus/letter of offer/offer documents by SEBI; and a certificate from a Merchant Banker acting as a lead manager to the issue reporting positive compliance by our company of the requirements on disclosure and investor protection issued by SEBI.

We understand that in the event of our failure to submit the above documents or withdrawal of Acknowledgement Card by SEBI, we shall forfeit the right of listing of the securities and shall be liable to refund the subscription money to the investors immediately.

Yours faithfully,

_________________________

(Signature of Managing Director)

* Please enumerate separately shares which are not identical in all respects. Share are identical in all respects only if -

i) they are of the same nominal value and the same amount per share has been called up;

ii) they are entitled to dividend at the same rate and for the same period, so that at the next ensuing distribution the dividend payable on each share will amount to exactly the same sum net and gross; and

iii) they carry the same rights in all other respects.

** Applicable only when securities for which application for admission to dealings is made are proposed to be issued or having already been issued it is intended to make a placing or an offer for sale. Please strike out where not applicable.

*** Applicable to new companies only. Please strike out where not applicable.

DIVISION CHIEF

SECONDARY MARKET DEPARTMENT

SMD/SED/N/JJ/5078/94

September 27, 1994

The Executive Directors/President

of all Stock Exchanges

Dear Sir,

Submission of B/S & details of utilisation of funds, etc.

Further to our letter no. SMD/SED/N/JJ/4984/94 dated September 23, 1994 you are advised to amend regulation 2.1 also by adding the sub-clause (b) to (e) to clause 24 of Listing Agreement as suggested in our letter.

Para 2 of page 2 of Letter of Application by companies not listed on the Exchange, attached with the above mentioned letter may be substituted as follows :

"We understand that in the event of our failure to submit the above documents or withdrawal of Acknowledgment Card by SEBI, we shall be liable to refund the subscription money to the investors immediately".

The Letter of Application by existing companies may also be amended as per copy enclosed.

Yours faithfully,

sd/-

C. GUPTA
Annexure

LETTER OF APPLICATION

(Listed Companies for Further Issues)

From : Date :

To,

The Secretary

THE STOCK EXCHANGE,

Dear Sir,

In conformity with the listing requirements of the Stock Exchange, we hereby apply for admission of the following securities of the Company to dealings on the Exchange :

____________________
____________________
____________________
____________________

The securities are/are not identical* in all respects and are/are not identical* in all respects with the existing securities admitted to dealings on the Exchange.

The securities will become identical with the existing securities admitted to dealings on the Exchange in all respects on __________ and the documents of title will be enfaced with a note to this effect.

** The securities mentioned at ( ) above are proposed to be issued by Prospectus/Offer for Sale/Circular after vetting of the same by SEBI (conversion, exchange, rights, open offer, capitalisation of reserves) / Placing, full particulars of which are given in the statement sent herewith (together with the reasons for the procedure proposed when a Placing is intended).

We send herewith the Listing Application and

undertake to send ***

Agreement, Forms and the Distribution Schedules, duly completed. We also forward the documents (or drafts thereof) as per list attached and undertake to furnish such additional information and documents as may be required.

We further undertake to submit to the Exchange a copy of the Acknowledgment Card or letter indicating the observation on draft prospectus/letter of offer/offer documents by SEBI; and a certificate from a Merchant Banker acting as a lead manager to the issue reporting positive compliance by our company of the requirements on disclosure and investor protection issued by SEBI.

We understand that in the event of our failure to submit the above documents or withdrawal of Acknowledgment Card by SEBI, we shall be liable to refund the subscription money to the investors immediately.

Your faithfully,

---------------------------------------

(Signature of Managing Director)

*Please enumerate separately shares which are not identical in all respects. Share are identical in all respects only if -

they are of the same nominal value and the same amount per share has been called up;

they are entitled to dividend at the same rate and for the same period so that at the next ensuing distribution the dividend payable on each share will amount to exactly the same sum net and gross; and

they carry the same rights in all other respects.

*** Applicable to new companies only. Please strike out where not applicable.

Ref. SMD/6059

October 17, 1994

To,

President / Executive Directors

All the Stock Exchanges

Dear Sir,

Emblem of SE not necessary on the TD

A few Stock Exchanges have sought clarification from us regarding Item No. 1 of the guidelines for good or bad delivery of documents circulated by the Ministry of Finance to all Stock Exchanges vide letter F. No. 1/9/SE/90 dated August 30, 1991. The guideline stipulates that "Transfer Deeds in the prescribed form and printed with the words "For the ....... Stock Exchange" are to be considered as "good" delivery and that the stock exchange emblem may or may not be printed and month & year of printing may or may not be put on the reverse of the Transfer Deed". However, it is observed that some of the Stock Exchanges are treating transfer deeds printed without the names of the stock exchange on the reserve as bad delivery. The guidelines are quite clear. The reverse inference that where the name of the stock exchange is not printed on the Transfer Deed, the document is to be treated as bad delivery, is incorrect.

In this connection, we enclose a copy of the clarification issued by the Registrar of Companies, Gujarat, Ahmedabad on the subject vide his letter No. ROC/GUJ/94-95 dated September 22, 1994, the contents of which are self-explanatory.

You are therefore, advised to please treat all Transfer Deeds with or without the inscription of the name of the Stock Exchange on the reverse as good delivery provided they are complete in all other respects and otherwise in order.

Please acknowledge receipt of the letter.

Yours faithfully,

sd/-

B. Bhave

Sr. Executive Director

Encl: a/a

GOVERNMENT OF INDIA

MINISTRY OF LAW, JUSTICE & COMPANY AFFAIRS

DEPARTMENT OF COMPANY AFFAIRS

OFFICE OF THE REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI

JIVABHAI CHAMBERS, ASHRAM ROAD, AHMEDABAD 380 009

No.ROC/GUJ/94-95 Dated 22.9.94

Saurashtra Kutch Stock Exchange Ltd

21 New Jagnath

Dr. Yagnik Road

Rajkot 1

Regarding date stamping of Share Transfer Forms

With reference to your letter No. SKSE/SE/94-95/1260 dated 21.9.94, and letter No.UPSE/94-95 dated 20.9.94 of Shri (Dr) J. N. Gupta, Executive Director of the U. P. Stock Exchange Association Limited, addressed to M/s. Dalal & Co., Kanpur, (copy of which was faxed to me) regarding date stamping of share transfer form, I am to advise you as follows :-

As per Section 108(1A) of the Companies Act, 1956, every instrument of transfer of shares shall be in such form as may be prescribed. As per Clause 33 of Section 2 ibid, "prescribed" means prescribed by Rules made by the Central Government. The Central Government for the purposes of Companies Act, according to allocation of Business Rules made by the President of India pursuant to Article 77 of the constitution, means the Department of Company Affairs of Government of India and therefore, Ministry of Finance and for that matter, any other Department, has no authority to prescribe any instrument of transfer of shares. The Central Government in the Department of Company Affairs has by Rule 5-A(2) of Companies (Central Government), General Rules and Forms, 1956 prescribed Form No. 7-B, as the form for execution of the instrument of transfer of shares for the purposes of Section 108 of the Act, Form No. 7-B nowhere requires the name of any Stock Exchange to be printed anywhere in the instrument of transfer. In fact, there is no provision in any other law of the land requiring the name of any Stock Exchange to be printed on form 7-B. Instead, Clause (a) of sub-Section (1A) of Section 108 of the act, requires form 7-B to be presented to the prescribed authority (i.e. Registrar of Companies etc.) before any entry is made therein. Strictly speaking, name of any Stock Exchange also can not be entered in the Form before it is presented to the Registrar of Companies. However, item No. 1 of circular No. 1/9/SE/90 dated 30.8.91 of Ministry of Finance, suggests to ignore if the name of Stock Exchange on the reverse of the Form 7-B is printed, may be, for administrative reasons and given a concession that even if name of Stock Exchange in this manner is printed, the instrument would not be treated as bad delivery on the ground that already entry of the name of Stock Exchange has been made on the Form.

For better appreciation, Item No. 1 of the aforesaid circular is reproduced here-under :-

Sr. No. Good or bad delivery Remarks

Transfer deeds in the prescribed Stock Exchange emblem

form and printed with the words Good may or may not be printed.

"for the Stock Exchange" Month and year of printing

may or may not be put on

the reverse of the transfer

deed.

For valid reasons, there is no item in this circular which says that if the name of Stock Exchange is not printed on Form 7-B, the instrument would be a bad delivery.

Thus, the view of Shri (Dr.) J. N. Gupta, Executive Director of U. P. Stock Exchange Association Ltd., Kanpur, is erroneous being not supported by any provision of law. Incidentally, it may also be pointed out that Form 7-B need not be printed. It can be typed, cyclostyled , printed or legibly handwritten. If it is presented in blank, to the prescribed authority, the statutes requires the prescribed authority to stamp or otherwise endorse thereon, the date on which it is presented to him.

I hope this would amply make clear the legal position.

Yours faithfully,

(M.L. SHARMA)

REGISTRAT OF COMPANIES

GUJARAT.

DIVISION CHIEF

SECONDARY MARKET DEPARTMENT

SMD(N)/JJ/5907/94

October 19, 1994

The President/Executive Directors,

of all the Stock Exchanges.

Dear Sir,

Extension for submission of audit report by November 15

It may be recalled that the Stock Exchange Division, Department of Economic Affairs, Ministry of Finance vide its letter no. F.1/5/SE/83 dated May 31, 1984, instructed that the audit of the accounts of the members of the stock exchanges should be completed within six months of the date of closing of books of accounts. The member should submit, within 30 days of the receipt of audit report, two of the copies of the audit report to the concerned stock exchange. As per this instruction, every year the members have to submit their audit report to the stock exchange by October 31.

SEBI has been receiving request from stock exchanges to extend the time limit for filing the audit reports by its members as the different time limits of audit in accordance of the instruction issued by the Stock Exchange Division, Ministry of Finance and in respect of the Income Tax Act is causing administrative problems. Keeping in view of the problem, the stock exchanges are being permitted to allow its members to get their accounts audited as required in the instruction of Stock Exchange Division, Ministry of Finance by October 31 and to submit the audit report to the stock exchange by November 15.

All exchanges are supposed to take stringent action to ensure that the reports for the year 1993-94 are received in time. Please note that deterrent action is to be taken against the members who do not follow the deadline.

You are requested to furnish the status of submission of audit reports for the year 1993-94 by the members of your stock exchange in the enclosed format at the end of every month.

Yours faithfully,

sd/-

R. V. NABAR

STATUS OF SUBMISSION OF AUDIT REPORTS FOR THE YEAR 1993-94 BY THE MEMBERS OF THE ........................STOCK EXCHANGE AT THE END OF THE MONTH OF .................., 199...

TOTAL NO. OF ACTIVE MEMBERS	NO. OF ACTIVE MEMBERS WHO HAVE SUBMITTED THE AUDIT REPORT FOR THE YEAR 1992-93	NO.OF ACTIVE MEMBERS WHO HAVE SUBMITTED THE AUDIT REPORT FOR THE YEAR 1993-94	NO. ACTIVE MEMBERS WHO HAVE NOT SUBMITTED THE AUDIT REPORT FOR THE YEAR 1993-94	ACTION TAKEN BY THE STOCK EXCHANGE AGAINST DEFAULTING BROKERS.

SR. EXECUTIVE DIRECTOR

October 31, 1994

Ref No:SMD/SED/CIR/94/6669

The Presidents/Executive Directors,

of all the Stock Exchanges.

Dear Sir,

Forfeiture of 1% Listing Deposit

This has reference to SEBI's letter No.SMD/SED/94/2114 dated April 12, 1994. SEBI has been receiving complaints that issues are listed on stock exchanges and trading is allowed before a company has completed despatch of all share certificates. This results in a shortage of available scrips for trading and can be a tool in the hands of manipulators. The exchanges are hereby requested to ensure that no listing or trading permission is granted unless an unambiguous certificate is obtained from the company concerned that all share certificates have been despatched.

Clause 42 of the listing agreement allows the Stock Exchanges to seek 1% deposit of the amount of securities offered for subscription by the company. Regulations 2.3A(iii) of the Stock Exchange Regulations prescribes that the aforesaid amount can be forfeited if the company has not complied with the requirements and conditions of listings as laid down by the stock exchange. Hence, it is suggested that the stock exchanges should consider using this provision, if they find that the company has issued any false certificates claiming complete despatch of share certificates/refund orders.

Yours sincerely,

sd/-

C. B. BHAVE

DIVISION CHIEF

SECONDARY MARKET DEPARTMENT

SMD(N)/JJ/7780/94

December 19, 1994

The President/Executive Director,

of all the Stock Exchanges (except BSE)

Dear Sir,

Fees for Reinstatement of listing

The Stock Exchange, Bombay has decided to impose a fee on companies whose securities are readmitted to dealing on the exchange after they had been removed or suspended from the list for any reason and for any period of time.

The Stock Exchange, Bombay has accordingly amended the second proviso in the Listing Agreement by substituting the following proviso in its place to give effect to the decision:

"AND THE COMPANY HEREBY FURTHER AGREES AND DECLARES THAT all or any of its securities listed on the Exchange shall remain on the list entirely at the discretion of the Exchange AND THAT, the Exchange, in its absolute discretion, suspend or remove the securities from the list, at any time and for any reason whatsoever. For the said suspended security to be re-admitted to dealings on the Exchange, the company shall pay to the Exchange such amount as re-instatement fee as may be prescribed by the Exchange from time to time".

The Stock Exchange, Bombay is of the opinion that to begin with, reinstatement fee may be charged @ 0.001% of the paid up equity capital of the company for each day of suspension.

This is being brought to your notice for necessary action at your end.

Yours faithfully,

sd/-

R.V. NABAR