Ref: 0870/OTC/2005/003

Date: 8^th April 2005

To:

All Members and Dealers

 Sub: Corporate Governance – Clause 49 of Listing Agreement

Dear Sir,

Please find enclosed a circular no. SEBI/CFD/DIL/CG/1/2005/29/3 dated March 29, 2005 issued by SEBI on the above subject.

The same is for your information.

Thanking you.

Yours faithfully,

For OTC Exchange of India

R.Anand

Asst. Vice President

Amarjeet Singh

General Manager

Division of Issues & Listing

Corporation Finance Department

Phone: +91 22 2285 0451-56, (Extn: 226)

Fax: +91 22 2204 5633. Email: amarjeets@sebi.gov.in

SEBI/CFD/DIL/CG/1/2005/29/3

March 29, 2005

 The Managing Director/Executive Director/Administrator

Of all the Stock Exchanges

Dear Sir/Madam,

Sub: Corporate Governance – Clause 49 of the Listing Agreement

Please refer to SEBI circular no. SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004 containing the revised provisions of Clause 49 of the listing agreement.

It has been brought to our notice that a large number of companies are still not in a state of preparedness to be fully compliant with the requirements as contained in the aforesaid circular. As it is our wont that all listed companies and companies desirous of getting listed should achieve best corporate governance status, it was felt that more time should be allowed to them to conform to Clause 49 of the listing agreement as revised in terms of the aforesaid circular. Accordingly, the date for ensuring compliance with the revised Clause 49 of the listing agreement has been now extended upto December 31, 2005.

Yours faithfully,

Amarjeet Singh