Miniutes of Audit Committee Meeting

Minutes of the Meeting of Audit Committee of M/s. Limited held on _______, the ____________ at ________ p.m. at the Registered Office of the Company at _____________

Present

Members:

Invitees:

In Attendence:

1. Re: To confirm the minutes of the previous meeting:

The Minutes of the previous meetings held on _____________ were confirmed.

2. Re: To review internal control and internal audit system:

The Committee was briefed about the internal control and internal audit system presently being prevailed in the Company. The Internal Audit Report of the Internal Auditors was placed before the Board for discussion. The Board discussed the same.

3. Re: To consider and recommend to the Board of Directors, the Balance Sheet as at 31^st March, and the Profit and Loss Account for the year ended on that date along with Notes on Accounts and Cash Flow Statement:

The Balance Sheet of the Company as at 31^st March, _________ and the Profit and Loss Account for the year ended on that date, duly audited, were placed before the Committee. The Committee noted that the Profit before Depreciation, Interest, Tax & Non-recurring Item was Rs. _____ crores for the year under review as compared to Profit of Rs. ____ crores for the previous year. The Net Loss after tax for the year was Rs. ____ crores as compared to the Net Loss of Rs. _____ crores during previous year.

The Cash Flow Statement prepared in accordance with Accounting Standard was placed before the meeting. After discussion, the Committee approved the same for submission to the Board of Directors of the Company.

The Committee also discussed in detail the particulars of the subsidiary company viz. Limited and Limited as required to be included in the Annual Report of the Company pursuant to section 212 of the Companies Act, 1956.

The Committee noted the same and recommended to the Board of Directors for their approval. The Committee, thereafter, passed the following resolution:

“RESOLVED THAT the Balance Sheet as at 31^st March, and the Profit and Loss Account for the year ended on that date along with Notes on Accounts and Cash Flow Statement, placed before the meeting, be and are hereby approved and that the same be recommended to the Board of Directors for their approval.

RESOLVED FURTHER THAT the particulars of the subsidiary company viz. Limited and Limited, as required to be included in the Annual Report of the Company pursuant to section 212 of the Companies Act, 1956 and are hereby approved and the same is recommended to the Board of Directors for their approval.”

4. Re: Recommendation of appointment of M/s. & Co., Chartered Accountants, as statutory auditors in the ensuing annual general meeting:

The consent received from the Statutory Auditors M/s. __________ & Co., Chartered Accountants, __________, intimating the Company that their appointment, if made at the ensuing Annual General Meeting, would be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956, was placed before the Committee. The Committee decided to recommend to the Board the appointment of M/s. __________ & Co., Chartered Accountants, Vadodara, as Auditors of the Company in the ensuing annual general meeting of the Company.