CLAUSE 41 OF LISTING AGREEMENT

15 December 2010

Legal provisions of clause 41 of listing agreement relating to audited and un-audited financial results:------

CLAUSE 41 OF LISTING AGREEMENT

GENERAL PROVISION

1. The financial results prepared by the listed company shall be filed and published in accordance with the provisions of this clause.

2. The financial result shall be prepared by the listed company on the basis of accrual accounting policy and in accordance with uniform accounting practices adopted for all the periods.

3. The company shall submit its quarterly, year to date and annual financial results to the stick exchange in the manner prescribed in this clause.

SUBMISSION OF FINANCIAL RESULTS

The company has an option either to submit audited or un-audited quarterly and year to date financial results subject to the provision of the following.

Provision related to all the quarter except the last quarter

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PARICULARS

TIME LIMIT FOR SUBMISSION OF RESULTS TO THE STXs

PROVISIONS

In case company opts to submit un-audited quarterly and year to date financial results to the STXs

Within 45 days of end of each quarter

Results shall be subject to limited review by Statutory Auditors of the company (in case of PSUs, by any PCA) and a copy of the limited review report shall be furnished to the STXs within 45 days from end of the quarter.

In case company opts to submit audited financial results

Within 45 days of end of each quarter

Results shall be accompanied by the audit report.

Provision related to the last quarter

In respect to last quarter company has following 2 options:

1. Either to submit un-audited financial results for the quarter within 45 days of end of the financial year. In this case company shall also submit audited financial results for the entire financial year, as soon as they are approved by the Board.

2. Submit audited financial results for the entire financial year within 60 days of the end of the financial year.

In case of company opts to submit un-audited financial results, following provision will apply:

· Company shall also submit audited financial results for the entire financial year, as soon as they are approved by the Board.

· Such un-audited financial results for the last quarter shall be subject to limited review by Statutory Auditors of the company (in case of PSUs, by any PCA) and a copy of the limited review report shall be furnished to the STXs within 45 days from end of the quarter.

In case of company opts to submit audited financial results, following provision will apply:

· Company shall intimate the STXs in writing within 45 days of end of the financial year, about such exercise of option that company will submit audited results for the entire financial year within 60 days instead of un-audited financial results of the last quarter.

PROVISION OF CONSOLIDATED RESULTS IF THE COMPANY HAS SUBSIDIARIES

1. Company MAY, in addition to submitting quarterly and year to date stand alone results to the STXs within 45 days of the end of each quarter, also submit quarterly and year to date consolidated financial results within 45 days from the end of each quarter.

2. Company while submitting annual audited financial results prepared on stand-alone basis, it SHALL submit annual audited consolidated financial results to the STXs within 60 days from the end of the financial year.

MISC. PROVISIONS

1. Statement of assets and liabilities

· As a part of its audited or un-audited financial results for the half year, the company should also submit a statement of assets and liabilities as at the end of the half year, by way of a note.

· However, when a company opts to submit un-audited financial results for the last quarter of the financial year, it shall submit a statement of assets and liabilities as at the end of financial year only along with the audited financial results as they are approved by the Board.

2. Timing of submission of financial results to STXs

· The financial results shall be submitted to the STXs within 15 minutes of conclusion of meeting of the Board or Committee in which they were approved through such mode as may be prescribed by the STXs.

3. Submission of Consolidated financial results as per IFRS

· In case the company has subsidiaries and it opts to submit consolidated financial results, it May submit the consolidated financial results as per the IFRS, notified by the International Accounting Standard Board.

4. Limited Review Report/ Audit Report given by CA holding valid certificate issued by the Peer Review Board of the ICAI.

· The company shall ensure that limited review/audit reports submitted to the STXs on a quarterly/annual basis shall be given only by an Auditor who has subjected himself to the peer review process of ICAI and holds a valid certificate issued by the Peer Review Board of the ICAI.

MANNER OF APPROVAL AND AUTHENTICATION OF THE FINANCAL RESULTS

QUARTERLY FINANCIAL RESULTS:

1. The quarterly financial results submitted to the STXs shall be approved by the either of the following:

Ø BODs of the company ;or

Ø Any Committee of a Board other than the Audit Committee.

2. If the quarterly financial results are approved by the Committee they shall be placed before the Board at its next meeting.

3. CEO and CFO of the company, while placing the financial results before the Board, shall certify that the financial results do not contain any false or misleading statement or do not omit any material fact which may make the statement or figures contained therein misleading.

4. If the quarterly financial results is approved by the Committee then such committee shall consist of not less than 1/3^rd of total number of directors and shall also include the MD and at least one Independent director.

5. Signing of results sent to the STXs:

The Financial reasons submitted to the STXs shall be signed by any one of the following:

· the Chairman;

· MD;

· Whole-Time Director;

· In the absence of all of the above, it shall be signed by any other director of the company who is duly authorized by the BODs to sign the financial results.

6. The limited review report shall be placed before the BODs or Committee as the case may be before being submitted to the STXs where the variation between un- audited financials and financials amended pursuant to the limited review for the same period, exceed 10%. However if the limited review is placed before the Committee before being submitted to the STXs then it shall also be place before the BODs at its next meeting.

ANNUAL AUDITED FINANCIAL RESULTS

1. The annual financial results shall be approved by the BODs of the company.

2. The financial results shall be signed in the same manner as in case of quarterly un- audited financial results.

INTIMATION OF BOARD MEETING

1. Intimation to the STXs regarding Board Meeting: The company shall give the prior intimation of the date and purpose of the meeting of Board or Committee thereof in which the financial results will be considered (quarterly or Annualy) at lest 7 clear calendar days. For the purpose of calculating 7 clear days the date of the intimation and date of the meeting shall be excluded.

2. The Company shall also simultaneously issue a public notice at least in the following:

· One English daily newspaper circulating in the whole or substantially the whole of India ; and

· One regional language newspaper circulating in the place where registered office of the company is situated.

MISC. PROVISION

VARIATION IN RESULTS

1. Where there is a variation between un - audited quarterly or year to date financial results AND the result amended to the limited review report for the same period ,and

· Variation in case of net profit or loss after tax: is in excess of 10% or 10 lakhs, whichever is higher; or

· Variation in the exceptional or extraordinary items: is in excess of 10% or 10 lakhs, whichever is higher,

then the company shall submit to the STXs an explanation of the reasons for the variations while submitting the limited review report and such explanation shall be approved by the BODs.

2. However in case of result for the last quarter, the above provision shall apply in respect of variations between the year to date figure contained in the un- audited results and the figure contained in the annual audited results.

AUDITOR QUALIFICATION

1. If the auditor has expressed any qualification or reservation in respect of the audited financial results submitted or published, the company shall disclose such qualification or reservation and impact of the same on the profit or loss while submitting or publishing the results.

2. If the auditor has expressed any qualification or other reservation in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, the company shall include following as a note to the financial results:

· How the qualification has been resolved; or

· If it has not been resolved, the reason therefore and the steps the company intends to take in the matter to resolve the qualification.

CHANGE OF THE NAME OF THE COMPANY

1. If the company has changed its name suggesting a new line of business, it shall disclose the following figures pertaining to the said new line of business separately in the financial results –