REGDNQ. DL33004/99

4 · 171] No. 171]

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3 · Manner 0r boaks af account to be kept in electronic made:- (1) The books of account and other relevant books and papers maintained in electronic mode shall remain accessible in India $O as to be usable for subsequent reference. (2) The books of account and other relevant books and papers referred to in sub-rule (1) shall be retained completely in the format in which they were originally generated, sent or received. Or in a format which shall present accurately the information generated, sent or received and the information contained in the electronic records shall remain complete and unaltered_ (3) The information received from branch offices shall not be altered and shall be kept in & manner where it shall depict what was originally received from the branches. The information in the electronic record of (he document shall be capable of being displayed in a legible form: (5) There shall be a proper System for storage, retrieval, display Or printout of the electronic records as the Audit Committee, if any, Or the Board may deem appropriate and such records shall not be disposed of Or rendered unusable. unless permitted by law: Provided that the back-up of the books of account and other books and papers of the company maintained in electronic mode. including at a place outside India, if any, shall be kept in servers physically located in India on a periodic basis (6) The company shall intimate to the Registrar on an annual basis at (he time of filing of financial statement- (a) the name of the service provider; (b) the internet protocol address of service provider; (c) the location of the service provider (wherever applicable); (d) where the books of account and ather books and papers are maintained on cloud, such address as provided by the service provider: Explanation - For the purposes of this rule, the expression "electronic mode" includes ~electronic form' aS defined in clause (r) of sub-section (4) of section 2 of Information Technology Act: 2000 (21 of 2000) ad also includes an electronic record as defined in clause () of sub-section (1) of section 2 of the Information Technology Act 2000 (21 of 2000) and ~books of account shall have the meaning assigned t0 it under the Act

4 · Conditions regarding maintenance and inspection af certain financial information by directors - (1) The summarised returns of the books of account of the company kept and maintained outside India shall be sent to the registered office at quarterly intervals. which shall be kept and maintained at the registered office of the company and kept open to directors for inspection: (2) Where any Other financial information maintained outside the country is required by director;, the director shall furnish a request t0 the company setting out the full details of the financial information sought; the period for which such information is sought (3) The company shall produce such financial information to the director within fifteen days of the date of receipt of the wiitten request (4) The financial information required under sub-rules (2) and (3) shall be sought for by the director himself and not by O1 through his power of attorney holder Or agent Or representative. 5. Form of Statement containing salient features of financial statements of subsidiaries - The statement containing the salient feature of the financial statement of a company'$ subsidiary Or subsidiaries, associate company 01 companies and joint venture O1 ventures under the first proviso to sub-section (3) of section 129 shall be in Form AOC-1. 6. Manner of consolidation af accounts - The consolidation of financial statements of the company shall be made in accordance with the provisions of Schedule III of the Act and the applicable accounting Standards: Provided that in case of a company covered under sub-section (3) of section 129 which is not required t0 prepare consolidated financial statements under the Accounting Standards, it shall be sufficient if (he company complies with provisions on consolidated financial statements provided in Schedule III of the Act 7. Transitional provisions with respect to Accounting Standards - (1) The standards of accounting as specified under the Companies Act, 1956 ([ of 1956) shall be deemed to be the accounting standards until accounting standards are specified by the Central Government under section 133. (2) Till (he National Financial Reporting Authority is constituted under section 132 of the Act, (he Central Government may prescribe the standards of accounting O any addendum (hereto as recommended by the Institute of Chartered Accountants of India in consultation with and after examination of (he recommendations made by the National Advisory Committee on Accounting Standards constituted under section 2I0A of the Companies Act 1956 (1 of 1956). 8. Matters t be included in Bvard $ report- (1) The Board $ Report shall be prepared based 0n the stand alone financial statements of the company and the report shall contain & separate section wherein & repolt O the performance and financial psition of each of the subsidiaries. associates &nd joint venture companies included in the consolidated financial statement is presented: (2) The Report of the Board shall contain the palticulars of contracts O1 arrangements with related palties referred to in sub-section ( 4) of section 188 in the Form AOC-2 (3) The report of the Board shall contain the following information and details, namely: (A) Conservation uf energy- (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments; (B) Technology absorption- (i) the efforts made towards (echnology absorption; (ii) the benefits derived like product improvement, cost reduction: product development Or import substitution; (iii) in case of imported technolgy (imported during the last three years reckoned from the beginning of dhe financial year)- (a) the details of (echnology imported; (b) the year of import; (c) whether (he technology been fully absorbed; (d) if not fully absorbed, areas where absorption has nOt taken place. and the reasons thereof; and (iv) the expenditure incurred on Research and Development

13 · Companies required to appoint internal auditor - (1) The following class of companies shall be required to appoint an internal auditor or a firm Of internal auditors. namely: - (a) every listed company; (b) every unlisted public company having- (i) paid up share capital of fifty crore rupees O more during the preceding finalcial year; O (ii) turnover of two hundred crore rupees Or more during the preceding financial year; or (iii) outstanding loans or borrowings from banks Or public financial institutions exceeding oe hundred crore rupees Or more at any point of time during the preceding financial year; Or (iv) outstanding deposits of twenty five crore rupees O more at any point of time during the preceding financial year; and (c) every private company having- turnover of two hundred crore rupees Or mre during the preceding financial year; Or (ii) outstanding loans or borrowings from banks O public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year: Provided that an existing company covered under any of the above criteria shall comply with the requirements of section 138 and this rule within Six months of commencement of such section Explanation: For the purposes of this rule (i) the internal auditor may or Inay not be an employee of the company; (ii) the term " Chartered Accountant" shall Iean Chartered Accountant whether engaged in practice Or not. (2) The Audit Committee of the copany or (he Board shall, in consultation with (he Internal Auditor, formulate the scope , functioning: periodicity and methodology for conducting (he internal audit: Awexure

2 · Name of the subsidiary 3_ Reporting period for the subsidiary concerned, if different from the holding company' $ reporting period 4_ Reporting currency and Exchange rate aS O the last date of the relevant Financial year in the case of foreign subsidiaries.

9 · Investments

10 · Turnover

11 · Profit before taxation

12 · Provision for taxation

13 · Profit after taxation

14 · Proposed Dividend 15. % of shareholding Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet t0 commence operations 2_ Names of subsidiaries which have been liquidated o1 sold during the year:

1 · Latest audited Balance Sheet Date

2 · Shares of Associate/Joint Ventures held by the company On the year end No:

3 · Description of how there is significant influence

4 · Reason why the associateljoint venture is not consolidated

5 · Networth attributable (o Shareholding as per latest audited Balance Sheet

6 · Profit Loss for the year

1 · Names of associates Or joint ventures which are yet (0 commence operations 2 Names of associates O1 joint ventures which have been liquidated o1 sold during the year: Note This Form is to be certified in the same manner in which the Balance Sheet is t0 he certified

1 · Details of contracts Or arrangements OT transactions not at am'$ length basis

2 · Details of material contracts Or arrangement or (ransactions at arm'$ length basis

3 · (a) Address of (he registered office of the company (b) *e-mail ID of the company 4(a) #Financial year to which balance sheet relates From (DDMMMYYYY) To (b) Date of Board of directors' Ieeting in which balance sheet was approved

5 · (a) * Date of Board of directors' meeting in which Board'$ report referred t0 under section 134 was approved (DDMMMYYYY)

1O · *Number of auditors (I) (a) Category of auditor individual (b) #Income-(ax PAN of auditor or auditor' $ firm (c)* Name of the auditor O1 auditor' s firmn

0 · 00

0 · 00

2 · #Share application money given 3 #Share application money given during the reporting period 4 #Share application money received during the reporting period 5. #Paid-up capital held by foreign company per cent 6. #Paid-up capital held by foreign holding and/ or through its subsidiaries per cent 7. #Number of shares bought back during the reporting period 8. #Deposits accepted or renewed during the reporting period_ 9_ #Deposits mnatured and claimed but not paid - during repolting period 10. *Deposits matured and claimed but not paid _ 14. #Deposits matured, but not claimed 12. #Unclaimed matured debentures 13. *Debentures claimed but nOt paid _ 14. #Interest on deposits accrued and due but not paid _ 15. #Unpaid dividend 16. #Investment in subsidiary companies 17. #Investment in government companies 18. *Capital reserve 19. #Amount due for transfer to Investor Education and Protection Fund (IEPF) 20. *Inter-corporate deposits 21. *Gross value of transaction aS per AS- 18 (if applicable) 22. #Capital subsidies Or grants received from government authority(s) 23. #Calls unpaid by directors 24. #Calls unpaid by others 25. #Forfeited shares (amount originally paid-Up) 26. #Forfeited shares reissued 27. #Borrowing from foreign institutional agencies 28. #Borrowing from foreign companies 29 . *Inter-corporate borrowings ~secured 30. *Inter-corporate borrowings ~unsecured 31. #Commercial Paper 32. #Conversion of warrants into equity shares during the reporting period 33. #Conversion of warrants into preference shares during the repolting period 34. #Conversion of warrants into dehentures during the reporting period 35. *Warrants issued during the reporting period (In foreign curency) 36. #Warrants issued during the reporting period (In Rs: 37. #Default in payment of short term borrowings and interest thereon 38. #Default in payment of long term borrowings and interest thereon 39. #Whether any operating lease has been converted (0 financial lease Or vise-a-versa Yes Provides details of such conversions

40 · Net Worth of the company 41. Number of shareholders to whom shares alltted under private placement during the reporting period 42. #Secured Loan 43. #Gross fixed assets (including intangible assets) 44. *Depreciation and amortization 45. #Miscellaneous expenditure to (he extent not written off or adjusted

0 · 00

0 · 00

0 · 00

2 · (a) Auditor' $ qualification(s) , reservation(s) or adverse remark(s) in the auditors report

2 · 3

10 · A responsibility statement of the CSR Committee that (he implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company: