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The Accounting Standards Committee constituted by SEBI under the chairmanship of Shri YH Malegam had recommended certain changes to clause-41 of the listing agreement regarding the submission of financial results.

In this regard, the proposed changes have been put for public comments The same would be placed for a period of 21 days i.e. from October 14, 2004 to November 4, 2004.

Comments/suggestions on the proposed changes to clause-41 the listing agreement may be sent to Shri Parag Basu Deputy General Manager, Division of Issues and Listing-II, SEBI or emailed to paragb@sebi.gov.in or faxed to 91-22-22045633 on or before November 4, 2004.

Proposed Amendments to Clause 41 of the Listing Agreement

Sl No.

Present Provisions in the said Clause

Proposed changes to the provisions in the clause

1

In addition, the Company shall prepare the half yearly results in the same proforma with effect from half year ending on March 31, 2000 and the same shall be approved by the Board of Directors and subjected to a "Limited Review" by the Auditors of the Company (or by any Chartered Accountant in case of Public Sector Undertakings) and a copy of the Review Report shall be submitted to the Stock Exchange within 2 months after the close of the half year.

The company shall prepare unaudited quarterly and half yearly results within one month of the close of the quarter or half year, as applicable and the same shall be approved by the Board of Directors and subjected to a "Limited Review" by the Auditors of the Company (or by any Chartered Accountant in case of Public Sector Undertakings) and a copy of the Review Report shall be submitted to the Stock Exchange within two months after the close of the quarter or half year, as applicable.

2

The company will have the option to publish consolidated quarterly/ half yearly financial results in addition to the unaudited quarterly/ half yearly financial results of the parent company. However, the publication of consolidated annual financial results alongwith stand-alone financial results shall be mandatory.

The option of publishing the audited quarterly/ half yearly results within two months of the close of the quarter/ half year, instead of unaudited quarterly/ half yearly results within one month, followed by limited review, may be removed.

3

The unaudited results should not substantially differ from the audited results of the company. If the sum total of the First, Second, Third and Fourth quarterly unaudited results in respect of any item given in the same proforma varies by 20 percent when compared with the audited results for the full year the company shall explain the reasons to the Stock Exchanges.
(a) The aforesaid exercise of explaining the reasons for variation to the stock exchanges shall be restricted to certain items only, viz., Net Profit After Tax and exceptional/ extraordinary items.

(b) The percentage of variation between the unaudited results and the limited review/ audited results, as applicable shall be reduced from �20% or more� to �10% or Rs. 10 lakhs, whichever is higher�, in case of Net Profit After Tax.

(c) In case of exceptional/ extraordinary items, the aforesaid percentage of variation shall be �10%�.

4

The company will have the option to publish consolidated quarterly/ half yearly financial results in addition to the unaudited quarterly/ half yearly financial results of the parent company. However, the publication of consolidated annual financial results alongwith stand-alone financial results shall be mandatory.
(a)at the time of publishing quarterly and half yearly financial results by the company which have prepared and submitted to the stock exchange both stand-alone and consolidated results; and

(b)at the time of publishing annual financial results by all the companies which are required to prepare and submit to the stock exchange both stand-alone and consolidated results:-

(i)The company shall have an option to publish either stand-alone or consolidated financial results in the newspapers.

(ii)However, option exercised once shall not be changed for the entire financial year.

(iii)In case the company changes its option in any subsequent year, it shall furnish comparative figures for the previous financial year in accordance with the option exercised.

(iv)In case the company opts for publication of stand-alone financial results in any financial year, it shall, in addition, be required to publish information pertaining to its consolidated results in respect of the group�s turnover, net profit after tax and earnings per share.

(v)Where the company has exercised the aforesaid option to publish only consolidated financial results, the company shall, in addition to publishing the results in the newspapers, state therein the places, such as the company�s website/ the stock exchanges/ the EDIFAR website maintained by National Informatics Centre, where the other set of financial results, viz., stand-alone results, may be available for the reader/ user.

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