Amendments to Clause 49 of the Listing Agreement

The Executive Directors/Managing Directors
of all the Stock Exchanges

Dear Sir/Madam,

Amendments to Clause 49 of the Listing Agreement

Please refer to our circular vide SMDRP/POLICY/CIR-42/2000 dated September 12, 2000 on Clause 49 of the Listing Agreement on Corporate Governance advising that "Except in the case of government companies, institutional directors on the boards of companies should be considered as independent directors whether the institution is an investing institution or a lending institution." should be added in the explanation to the sub clause (I) (A).

Now, it has been decided that such directors would be considered independent director in the case of government companies also. Accordingly, the word "Except in the case of government companies" shall be deleted from the sub clause (I) (A) of Clause 49 of the Listing Agreement and the relevant para will now read as follow:

"Institutional directors on the boards of companies should be considered as independent directors whether the institution is an investing institution or a lending institution".

The Stock Exchanges are advised to amend the listing agreement of the exchange with immediate effect.

Yours faithfully,

P K BINDLISH