LOANS MADE/ ADVANCE GIVEN/ SECURITY PROVIDED BY THE COMPANY

Sl No DESCRIPTION PAGE NO LOANS TO DIRECTORS 1 Loans to Directors 2 2 Exclusions 2 3 Loans Given/ Security provided/ Guanrantee given by Holding Company to 2 Its Wholly owned Subsidiary Company 4 Any Person in Whom the Director is Interested 3 5 Penalty for Contravention (Imprisonment upto 6 months) 3 LOANS MADE/ ADVANCE GIVEN/ SECURITY PROVIDED BY THE COMPANY 6 Loan & Investment by the Company 3 7 Maximum Limit 4 8 Special Resolutions for Making loans in excess of limits 4 9 Exclusions from Special Resolutions- Loans by Holding Companies to 4 Subsidiaries 10 Loans outstanding with Financial Institutions 5 11 Companies Registered under section 12 of SEB Act 5 12 Interest 5 13 Default in payment of interest on deposit taken 5 14 Register of Loans 6 15 Non Applicability of Section 186 6 16 Penalty for Contravention (Include Imprisonnment upto 2 years) 7 INVESTMENTS MADE BY THE COMPANY 17 Investment by the company held in its own name 7 18 Exclusions to the above 7 19 Register of Shares or Securities Beneficially Owned by the Company 8 20 Penalty of Contravention (Include Imprisonment upto 6 Months) 9 REGISTER OF CONTRACTS IN WHICH DIRECTORS ARE INTERESTD 21 Register of Contracts or Arrangement in which Directors are Interested 9 22 Authentication and keeping the register 10 23 Exclusions 10 24 Company s Contract of Employment with Managing or Whole Time 11 Director (Not Applicable to Private Companies) COMPENSATION FOR LOSS OF OFFICE 25 Compensation for Loss of Office 11 26 Particulars to be furnished 12 27 Payment to MD/WTD/Manager 12 28 Not Admissible Cases 13 29 Amount Received in Contravention 13 30 Restriction on Non Cash Transactions involving Directors 13 31 Contract By One Person Company 15 32 Prohibition on Forward Dealings of the securities by Directors / KMP 15 33 Penaltyfor the above (Include Imprisonment upto 2years) 15 34 Prohibition on Insider Trading of Securities 16 35 Penalty (Include Imprisonment up to five years) 16

Sections Involved 185 to 195 (Except Sec 188 Related Party Transactions) read with Section 469 Loans to Directors - NO COMPANY shall, directly or indirectly, - advance any loan, including any loan represented by a book debt, - TO ANY OF ITS DIRECTORS OR to ANY OTHER PERSON - IN WHOM THE DIRECTOR IS INTERESTED OR - give any guarantee or provide any security in connection with - any loan taken by him or such other person Sec 185(1) Exclusions-Above Section 185(1) does not include Loans as Part of Approved Scheme of the Company - giving of any loan to a managing or whole-time director as part of the - conditions of service extended by the company to all its employees OR - pursuant to any scheme approved by the members by a special resolution Loans in the Ordinary Course of Business - giving of any Loan by a company which - in the ordinary course of its business provides loans or - gives guarantees or securities for the due repayment of any loan - and in respect of such loans an interest is charged at a rate - not less than the bank rate declared by the RBI Proviso (a)&(b) Sec185(1) Loans Given/ Security provided/ Guanrantee given by Holding Company to Its Wholly owned Subsidiary Company - loan made by a holding company to its wholly owned subsidiary company - OR security provided or guarantee given by a holding company in respect of - any loans obtained by its wholly owned Subsidiary Company Rule 10(1) ch xii - Any guarantee given or security provided by a holding company - in respect of loan made by any bank or financial institution - to its subsidiary company Rule 10(2) ch xii - In both case such loans made shall be utilised by the subsidiary company - for its principle business activities Proviso to Rule 10

ANY PERSON IN WHOM THE DIRECTOR IS INTERESTED - Any Director of the lending company or its holding company or - any partner or relative of any such director; - any firm in which any such director or relative is a partner; - any private company of which any such director is a director or member - any body corporate at a general meeting of which not less than - twentyfive per cent. of the total voting power may be - exercised or controlled by any such director, or by - two or more such directors, together - any body corporate, the Board of directors/ MD/ Manager whereof - is accustomed to act in accordance with the directions or - instructions of the Board, or of any director or directors, - of the lending company. Explanation to Section 185(1) Penalty for Contravention - Company: Fine Rupees five lakhs to rupees twenty-five lakhs - Director or the other person to whom any loan is advanced or - guarantee given or security provided in connection with - any loan taken by him or the other person, - Imprisonment up to 6 month OR fine of Rupees 5-25 lakhs OR Both Sec 185(2) LOAN & INVESTMENT BY THE COMPANY Investmetnts - A company shall not invest through more than two layers of - investment Companies unless otherwise prescribed. Sec 186(1) Exclusions from the above restriction - acquisition of any other company incorporated outside India - the acquiree Company has such investment subsidiaries - beyond two layers which allowed by the laws of that foreign country Proviso (i) Sect 186(1) - not applicable to a subsidiary from having any investment subsidiary

- for meeting the requirement of any law or regulation or rule - under any law or regulation /law for the time being in force Proviso (ii) Sect 186(1) Loans- Maximum Limits - No company shall directly or indirectly - (a) give any loan to any person or other body corporate - (b) give any guarantee or provide security in connection with a loan - to any other body corporate or person; and - (c) acquire by way of subscription, purchase or otherwise, - the securities of any other body corporate, exceeding in all 60% of its - paid-up share capital, free reserves and securities premium account OR - 100% of its free reserves and securities premium account, whichever is more. Sec 186(2) Excess Over Limit Fixed- Layer of Investments/ Loans Made - Any excess of 186(1)&(2) requires prior approval of members - in a general meeting by way of a special resolution - the special resolution shall specify the total amount - up to which the Board of Directors are authorised to give - such loan or guarantee, to provide such security or make such acquisition - the company shall also disclose to the members in the financial statement - the full particulars of such loans/guarantee/security Sec 186(3) Rule 13 Ch III Exlcusions form Special Resolution Loans Made/ Guarantees Given/ Securtiy Provided by Holding Companies to their Subsidiaries - the requirement for special resolution is not appliacable to Loans Made - or Guarantees Given or Securtiy Provided by Holding Companies - to their Subsidiaries or joint venture companies OR inrespect of - acquisition made by a holding company by way of subscription or - purchase or otherwise of securities of its wholly owned subsidiary - disclosure shall be made in the financial statement of the company - full particulars of investment made, loans given, guarantee given OR - security provided and proposed utilization by the recipient Sec 186(4) Rule 11 ch III

Loans Outstanding with Financial Institution(s) - Investments/loans /security / guarantee made/given/provided shall be - subject to prior approval by the unanimous resolution of the Board - passed by all the directors present at the Board meeting - and also by public financial institution concerned where - any term loan is subsisting with the Bank. Sec 186(5) Exception to Section 186(5) - Provided that prior approval of a public financial institution - shall not be required where the aggregate of the loans and investments - so far made, the amount for which guarantee or security so far provided to - or in all other bodies corporate, along with the investments, loans, guarantee - or security proposed to be made or given does not exceed the limit - as specified in section 186(2) and there is no default in repayment of - loan instalments or payment of interest thereon as per the - terms and conditions of such loan to the public financial institution. Companies Registered under Sec 12 of SEBI Act, 1992 - No company, which is registered under section 12 of the - Securities and Exchange Board of India Act, 1992 and covered - under such class or classes of companies as may be notified by - the central government in consultation with SEBI, - shall take any inter-corporate loan or deposits exceeding the - limit specified under the SEBI regulations applicable to such company - under the said section 12 of the SEBI Act - and such company shall furnish in its financial statement - the details of the loan or deposits. Sec 186(6) Rule11(3) ch III Interest On Loans Made - No loan shall be given under this section at a rate of interest - lower than the prevailing yield of one year, three year, five year or ten year - Government Security closest to the tenor of the loan. Sec 186(7)

Default in Repayment of Deposit / Interest - any company which is in default in the repayment of any deposits accepted - before or after the commencement of this Act or in payment of - interest thereon, shall give any loan or give any guarantee or - provide any security or make an acquisition till such default is subsisting. Sec 186(8) Register of Loans/ Guarantee / Security Form of Register - Every company giving loan or giving a guarantee or providing security - or making an acquisition under this section shall keep a register - in form MBP 2 from the date of incorporation containing separately particulars - of loans and guarantees given, securities provided and acquisition of securities - entries shall be made in chronological order within 7 days of each transaction Keeping Register of Loans - Register shall be kept permanently at the registered office of the company - either manually or in electronic form - under the custody of and entries thereon authenticated by - company secretary or any other person as may be authorised - by the board of directors of the company. Sec 186(9) Rule 12(3,4&5) Ch III - the register of Loans shall be open to inspection at such office and - extracts may be taken therefrom by any member, and copies thereof - may be furnished to any member of the company on payment of such fees - not exceeding Rs.10/ per page as may be prescribed. Sec 186(9) Rule 12(6) Ch III Non Applicability of Section 186 with respect to Loans/Guarantee/Security - Nothing contained in this section, pertaining to Loans made, - gurantees given or Securities Provided shall apply to - a) loan made, guarantee given or security provided by a banking company or - an insurance company or a housing finance company in the ordinary course - of its business or a company engaged in the business of - financing of companies or of providing infrastructural facilities - (b) to any acquisition

- made by a non-banking financial company registered under Chapter IIIB - of the RBI Act, 1934 and whose principal business is acquisition of securities - in pursuant to its investment and lending activities - made by a company whose principal business is the acquisition of securities - of shares allotted in pursuance of section 62(1)(a) rights issue Sec 186(11) Penalty for Contravening Provisions of Section 186 Company: - punishable with fine from Rs.25,000/ up to Rs. 5,00,000/ Officer of the Company - imprisonment for a term which may extend to two years AND - fine which from 25,000/ up to Rs. 1,00,000/ Sec 186(13) Explanation. For the purposes of this section, Misc Explanation - investment company means a company whose principal business - is the acquisition of shares, debentures or other securities; - infrastructure facilities means the facilities specified in Schedule VI. Investments of Company tobe Held its Own Name - All investments made or held by a company in any property, security or - other asset shall be made and held by it in its own name - in the case securities held in the subsidiary company, shares can be held - in the name of any nominee or nominees of the company, - if it is necessary to do so, to ensure that number of members of - the subsidiary company is not reduced below the statutory limit. Sec 187(1) Exclusion form Section 187(1) - Nothing in this section shall be deemed to prevent a company Collection of Dividend/ Interest - from depositing with a bank, being the bankers of the company, - any shares or securities for the collection of any dividend or interest - payable thereon Sec 187(2)(a)

Transfer of Securities - from depositing with, or transferring to, or holding in the name of, - the State Bank of India or a scheduled bank, being the bankers of the - company, shares or securities, in order to facilitate the transfer thereof Sec 187(2)(b) If no transfer takes place - if no transfer takes place within a period of six months from the date - on which the said shares or securities are deposited with/ transferred to/ held in - the name of bank(s) as aforesaid the company shall, as soon as practicable - have the shares or securities re-transferred to it and again hold the shares - or securities in its own name proviso Sec 187(2)(b) Security for Loans - from depositing with, or transferring to, any person any shares or securities, - by way of security for the repayment of any loan advanced to the company - or the performance of any obligation undertaken by it Sec 187(2)(c) Benficial Ownership - from holding investments in the name of a depository when such investments - are in the form of securities held by the company as a beneficial owner. 187(2)(d) Register of Shares or Securities Beneficially Owned by the Company - the company shall, from the date of its registration, maintain a register - in Form MBP 3 and enter therein, chronologically, the particulars of - investments in shares or other securities beneficially held by the company - but which are not held in its own name and the company shall also - record the reasons for not holding the investments in its own name and - the relationship or contract under which the investment is held - in the name of any other person Sec 187(3) Rule 14(1) ch III - it shall also record whether such investments are held in - a third party s name for the time being or otherwise Sec 187(3) Rule 14(2) ch III

Place where the Registers to be kept and Authentication of Entries therein - The register shall be maintained at the registered office of the company, - preserved permanently, kept in the custody of the company secretary - or if there is no company secretary, any director or any other officer - authorised by the Board for the purpose. Sec 187(3) Rule 14(3) ch III -The entries in the register shall be authenticated by the company secretary - of the company or by any other person authorised by the Board - and shall be open to inspection by any member or debenture-holder - of the company without any charge during business hours - subject to such reasonable restrictions as the company may - by its articles or in general meeting impose. Sec 187(3) Rule 14(4) ch III Penalty for Contravention - Company: - fine of Rs.25,000/ and upto Rs. 25,00,000/ - Every officer of the company in default: - Imprisonment up to six months or - fine of Rs.25,000/ and upto Rs. 1,00,000/, or with both. Sec 187(4) Register of Contracts or Arrangement in which Directors are Interested - Every company shall keep one or more registers giving separately - the particulars of all contracts or arrangements to which - section 184(1) & 184(2), Disclosure of Interest by directors or - section 188, Related Party Transactions, applies, containing - following particulars - companies or bodies corporate, firms or other association of persons - in which any director has any concern or interest, as mentioned under - section 184(1), disclosure of interest by the directors - in the case of a company entries shall be made only in respect of - holding by a director by himself or together with any other director - in excess of 2% of paid up share capital of a company Sec 189(1) Rule 16(1)(a) - contracts or arrangements with a body corporate or firm or other entity - as mentioned under section 184 (2), in which any director is,

- directly or indirectly, concerned or interested and Sec 189(1)Rule 16(1)(b) Ch III - contracts or arrangements with a related party with respect to - transactions to which section 188 applies Sec 189(1)Rule 16(1)(c) Ch III - The entries in the register shall be made at once, - whenever there is a cause to make entry, in chronological order and Authentication of Entries in the Registers - shall be authenticated by the company secretary of the company or - by any other person authorised by the Board Sec 189(1) Rule 16(2) - on making entry for the transactions as above, the register or registers - shall be placed before the next meeting of the Board and - signed by all the directors present at the meeting. Sec 189(1) - The disclosure of interest under section 184(1) by Every director or - key managerial personnel or any information relating to himself shall be - done within thirty days of his appointment or relinquishment of his office, - as the case may be. Sec 189(2) Keeping the Register and Taking Extracts or Furnishing Copies - The register shall be kept and preserved at the registered office of the company - permanently in the custody of the company secretary of the company or - any other person authorised by the Board for the purpose. Sec 189(3) Rule 16(3) - The register shall be open for inspection during business hours and - at the request of any member of the company extracts may be taken therefrom, - and copies thereof as may be required shall be furnished by the company - upon payment fees not exceeding Rs.10/ per page as prescribed by the articles Sec 189(3) Rule 16(4) - The register to be kept under this section shall also be produced at - the commencement of every annual general meeting of the company and - shall remain open and accessible during the continuance of the meeting - to any person having the right to attend the meeting. Sec 189(4) Exclusion - Nothing contained in sec 189(1) shall apply to any contract or arrangement - (a) for the sale, purchase or supply of any goods, materials or services

- of value not exceeding five lakh rupees in the aggregate in any year or - (b) by a banking company for the collection of bills in the - ordinary course of its business. Sec 189(8) - Penalty for Contravention on Director Responsible: - twenty-five thousand rupees. Contract of Employment with Managing or Whole Time Director - Every company shall keep at its registered office a copy of the - a contract of service with a managing or whole-time director in writing, - Where there is one or where such a contract is not in writing, - a written memorandum setting out its terms. Sec 190(1) - copies of the contract or the memorandum shall be open to inspection - by any member of the company without payment of fee. Sec 190(2) - Penalty for Contravention: - Company Officer of the Company : Rs.25000/ Sec 190(3) - Exclusion: Private Company Sec 190(4) Compensation for Loss of Office Prerequisite for Making Payment for Loss of office Transfer of Undertaking or Securities - where there is a transfer of the whole or any part of any - undertaking or property of the company OR - transfer to any person of all or any of the shares in a company resulting from - (i) an offer made to the general body of shareholders - (ii) an offer made by or on behalf of some other body corporate - with a view to a company becoming a subsidiary of such body corporate - or a subsidiary company of its holding company - (iii) an offer made by or on behalf of an individual with a view - to his obtaining the right to exercise, or control the exercise of, - not less than one-third of the total voting power at any - general meeting of the company or - (iv) any other offer which is conditional on acceptance to a given extent Receipt of Compensation for the Loss of Office

- and any of the director of the company receive any payment - by way of compensation for loss of office or - as consideration for retirement from office, or - in connection with such loss or retirement from such company or - from the transferee of such undertaking or property, or - from the transferees of shares or - from any other person, not being such company such payment - shall be made subject to disclosure of the particulars mentioned below - and approved by the members of the company at a general meeting Sec 191(1) - or at the adjourned meeting there of with requisite quorum - present in the general meeting or adjourned meeting there of Sec 191(3) Loss of Office- Particulars to be Furnished - name of the director; - amount proposed to be paid; - event due to which compensation become payable; - date of Board meeting recommending such payment; - basis for the amount determined; - reason or justification for the payment; - manner of payment Cash or otherwise and Mode of payment - sources of payment - any other relevant particulars as the Board may think fit Sec 191(1) Rule 17(1) Ch III Payment to MD/Whole Time Director or Manager - The provisions of Sec 191(1) is shall not affect any payment made - to a managing director or whole-time director or manager of the company - by way of compensation for loss of office or as consideration for - retirement from office or in connection with such loss or retirement - subject to limits or priorities, as may be prescribed. - such shall not exceed the limit as set out under section 202 as below - remuneration which he would have earned if he had been in office - for the remainder of his term or for three years, whichever is shorter, - calculated on the basis of the average remuneration actually earned by him

- during a period of three years immediately preceding the date - on which he ceased to hold office, or where he held the office - for a lesser period than three years, during such period Exclusions to Section 191(2) - Payment to MD/WTD/ Manager as per Sec 191(2) is not allowed - if the Company - is in default in repayment of public deposits or payment of interest thereon - is in default in redemption of debentures or payment of interest thereon; - is in default in repayment of any liability, secured or unsecured, payable to - any bank, public financial institution or any other financial institution; - is in default in payment of any dues towards income tax, VAT, - excise duty, service tax or any other tax or duty payable to the - Central Government or any State Government, statutory authority or - local authority (other than cases where the company disputed the liability) - there are outstanding statutory dues to the employees or workmen - of the company which have not been paid by the company - other than in cases where the company has disputed such liability - has not paid dividend on preference shares or not redeemed - preference shares on due date. Rule 17(3) Ch III Amount Received in Contravention to Sec191(1) - any payment received in contravention to sec 191(1) or - the proposed payment is made before it is approved in the meeting, - the amount so received by the director shall be deemed to have been - received by him in trust for the company. Sec 191(4) - director concerned shall be liable to fine of Rs.25,000/ to 1Lakh Sec 191(5) - Nothing in this section shall be taken to prejudice the operation of any law - requiring disclosure to be made with respect to any payment received - under this section or such other like payments made to a director Sec 191(6) Restriction on Non Cash Transactions involving Directors - any arrangement entered in to by a company by which - a director of the company or its holding, subsidiary or associate company

- or a person connected with him acquires or is to acquire assets - for consideration other than cash, from the company - the company acquires or is to acquire assets for consideration - other than cash, from such director or person so connected, - shall be approved by the company by a resolution in a general meeting and - if the director or connected person is a director of its holding company, - approval shall also be required to be obtained by passing a - resolution in general meeting of the holding company. Sec 192(1) Content of Notice of Resolution for Arrangments - The notice for approval of the resolution by the company or holding company - in general meeting shall include the particulars of the arrangement - along with the value of the assets involved in such arrangement - duly calculated by a registered valuer. Sec 192 (2) Valuation of Assets by Registered Valuer - Pending notification of sub-section (1) of section 247 of the Act and - finalisation of qualifications and experience of valuers, - valuation of stocks, shares, debentures, securities etc. will be conducted - by an independent merchant banker who registered with SEBI or - an independent chartered accountant in practice having a - minimum experience of ten years. Expln Rule 17 Ch III - Any arrangement in contravention of the provisions of this section - shall be voidable at the instance of the company unless - (a) the restitution of any money or other consideration which is - the subjectmatter of the arrangement is no longer possible and - the company has been indemnified by any other person - for any loss or damage caused to it - any rights are acquired bona fide for value and without notice of the - contravention of the provisions of this section by any other person. Sec 192(3)

Contract By One Person Company - Where One Person Company limited by shares or by guarantee - enters into a contract with the sole member of the company - other than the contracts entered in its ordinary course of business - who is also the director of the company, the company shall, - unless the contract is in writing, ensure that the terms of the contract or offer - are contained in a memorandum or are recorded in the minutes - of the first meeting of the Board of Directors of the company - held next after entering into contract Sec 193(1) - The company shall inform the Registrar about every contract entered - into by the company and recorded in the minutes of the meeting of its Board - within a period of fifteen days of the date of approval by the Board Sec 193(2) Prohibition on Forward Dealings of the securities by Directors / KMP - No director of a company or any of its key managerial personnel - shall buy in the company, or in its holding, subsidiary or associate company - a) right to call for delivery or a right to make delivery at a specified price - within a specified time, of a specified number of relevant shares or - a specified amount of relevant debentures OR - b) a right, as he may elect, to call for delivery or to make delivery - at a specified price and within a specified time, of a specified number - of relevant shares or a specified amount of relevant debentures. Sec 194(1) Contravention to Sec 194(1) - director or key managerial personnel contravening the provision - shall be punishable with imprisonment up to a term of two years or - with fine of one lakh rupees and upto five lakh rupees, or with both. Sec 194(2) - such director or other key managerial personnel shall be liable to - surrender the Securities to the company and the company shall not - register the securities so acquired in his name in the register, and - if they are in dematerialised form, it shall inform the depository - not to record such acquisition and such securities, in both the cases, - shall continue to remain in the names of the transferors. Sec 194(3)

- relevant shares and relevant debentures mean shares and debentures - of the company in which the concerned person is a whole-time director or - other key managerial personnel or shares and debentures of its - holding and subsidiary companies. Expln to Sec 194(3) Prohibition on Insider Trading of Securities - No person including any director or key managerial personnel of a company - shall enter into insider trading - nothing contained in this sub-section shall apply to any communication - required in the ordinary course of business or profession or - employment or under any law. Sec 195(1) - INSIDER TRADING - (i) an act of subscribing, buying, selling, dealing or - agreeing to subscribe, buy, sell or deal in any securities by - any director or key managerial personnel or any other officer of a company - either as principal or agent if such director or key managerial personnel or - any other officer of the company is reasonably expected to have access - to any non-public price sensitive information in respect of - securities of the company OR - (ii) an act of counselling about procuring or communicating directly or - indirectly any non-public price-sensitive information to any person Expln (a) to Sec 195(1) PRICE-SENSITIVE INFORMATION - any information which relates, directly or indirectly, to a company and - which if published is likely to materially affect the price of - securities of the company. Expln (b) to Sec 195(1) Penalty for Contravention by any Person - imprisonment for a term which may extend to five years or - with fine of five lakh rupees and upto twenty-five crore rupees or - three times the amount of profits made out of insider trading, - whichever is higher, or with both. Sec 195(2)