The President/Executive Directors/Managing Directors
All the Stock Exchanges
 

Dear Sir,
 

Existing Clause 43 of the listing agreement requires the companies to furnish on a quarterly basis, a statement to the exchange showing the variations between projected utilisation of funds and/ or projected profitability statement made by them in their prospectus or letter of offer and the actual utilisation of funds and/ or actual profitability. It has now been decided that funds raised through preferential offers and their actual utilisation as per the object/s of the preferential offer shall also be made part of the same provision of disclosure.

Accordingly, the existing clause 43 of the listing agreement shall be substituted with the following:

" 43 (1) The company agrees that it will furnish on a quarterly basis a statement to the exchange indicating the variations between projected utilisation of funds and/ or projected profitability statement made by it in its prospectus or letter of offer or object/s stated in the explanatory statement to the notice for the general meeting for considering preferential issue of securities, and the actual utilisation of funds and/ or actual profitability.

(2) The statement referred to in clause (1) shall be given for each of the years for which projections are provided in the prospectus/ letter of offer/ object/s stated in the explanatory statement to the notice for considering preferential issue of securities and shall be published in newspapers simultaneously with the unaudited/ audited financial results as required under clause 41.

(3) If there are material variations between the projections and the actual utilisation/ profitability, the company shall furnish an explanation therefore in the advertisement and shall also provide the same in the Directors’ Report."

You are advised to amend the listing agreement of the exchange accordingly and confirm to SEBI

Vide clause 13.1 A of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 certain disclosures to be made by the listed companies in the explanatory statement to the notice for the general meeting in terms of section 173 of the Companies Act, 1956 have been specified. You are also advised to ensure the filing of the copy of notice along with explanatory statement relating to such issues in terms of clause 31 of the Listing Agreement.

Yours faithfully,
 
 

P K BINDLISH
Division Chief
Secondary Market, Depository
Research & Publications Dept.
E-mail : pkb@sebi.gov.in
Ph. 2843631 Fax-2845761