Common use of ACCOUNTS AND AUDIT Clause in Contracts

ACCOUNTS AND AUDIT. 21.1 The Concessionaire shall maintain full accounts of all Fees including Realisable Fees and other revenues derived/collected by it from and on account of use of the Project and of O&M Expenses and other costs paid out of the Project Escrow Account and shall provide to the Authority copies of the said accounts duly audited and certified by the Concessionaire’s Statutory Auditors within 120 (one hundred twenty) days of the close of each Accounting Year to which they pertain, during the subsistence of this Agreement. Such audited accounts shall form the basis of various payments by either Party under this Agreement. The Concessionaire shall also furnish, within one week of its publication, certified copies of the audited accounts and annual report published by the Company under the Applicable Laws. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The fees and expenses of the Statutory Auditors shall be borne by the Concessionaire. 21.3 On or before the fifteenth day of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized information, the revenues derived from the Project and such other information as the Authority may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.

ACCOUNTS AND AUDIT. 21.1 16.1.1 The Concessionaire Supplier shall maintain full books of accounts recording all its receipts (including Tariff, revenues from sale of power to the Utility, other Distribution Licensees and Buyers, and all Fees including Realisable Fees and other revenues incomes derived/collected by it from and or on account of use the Power Station and/or sale of electricity from the Project Power Station), income, expenditure, payments, assets and of O&M Expenses liabilities, in accordance with this Agreement, Good Industry Practice, Applicable Laws and other costs paid out of the Project Escrow Account and Applicable Permits. The Supplier shall provide to the Authority 2 (two) copies of the said accounts duly audited its Balance Sheet, Cash Flow Statement and certified Profit and Loss Account, along with a report thereon by the Concessionaire’s its Statutory Auditors Auditors, within 120 90 (one hundred twentyninety) days of the close of each the Accounting Year to which they pertainpertain and such audited accounts, during save and except where expressly provided to the subsistence of this Agreement. Such audited accounts contrary, shall form the basis of various payments by either Party under this Agreement. The Concessionaire Utility shall also furnishhave the right to inspect the records of the Supplier during office hours and require copies of relevant extracts of books of accounts, duly certified by the Statutory Auditors, to be provided to the Utility for verification of basis of payments, and in the event of any discrepancy or error being found, the same shall be rectified and such rectified account shall form the basis of payments by either Party under this Agreement. 16.1.2 The Supplier shall, within one week of its publication, certified copies 30 (thirty) days of the audited accounts close of each quarter of an Accounting Year, furnish to the Utility its unaudited financial results in respect of the preceding quarter, in the manner and annual report published form prescribed by the Company under Securities and Exchange Board of India for publication of quarterly results by the Applicable Lawscompanies listed on a stock exchange. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The fees and expenses of the Statutory Auditors shall be borne by the Concessionaire. 21.3 16.1.3 On or before the fifteenth thirty-first day of April May each yearYear, the Concessionaire Supplier shall provide to the Utility, for the preceding Accounting Year Year, a statement duly audited by its Statutory Auditors giving summarized informationinformation on (a) receipts on account of Tariff, the (b) revenues derived from the Project sale of electricity to other Distribution Licensees and Buyers, and (c) such other information as the Authority Utility may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.

ACCOUNTS AND AUDIT. 21.1 The Concessionaire shall maintain full accounts of all Fees including Realisable Fees and other revenues derived/collected by it from and on account of use of the Project and of O&M Expenses and other costs paid out of the Project Escrow Account and shall provide to the Authority copies of the said accounts duly audited and certified by the Concessionaire’s Concessionaire‟s Statutory Auditors within 120 (one hundred twenty) days of the close of each Accounting Year to which they pertain, during the subsistence of this Agreement. Such audited accounts shall form the basis of various payments by either Party under this Agreement. The Concessionaire shall also furnish, within one week of its publication, certified copies of the audited accounts and annual report published by the Company under the Applicable Laws. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘„List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The fees and expenses of the Statutory Auditors shall be borne by the Concessionaire. 21.3 On or before the fifteenth day of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized information, the revenues derived from the Project and such other information as the Authority may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.

ACCOUNTS AND AUDIT. 21.1 The Concessionaire (a) Each party shall maintain full accounts of all Fees including Realisable Fees clear, accurate and other revenues derived/collected by it from and on account of use of the Project and of O&M Expenses and other costs paid out of the Project Escrow Account and shall provide to the Authority copies of the said accounts duly audited and certified by the Concessionaire’s Statutory Auditors within 120 (one hundred twenty) days of the close of each Accounting Year to which they pertain, during the subsistence of this Agreement. Such audited accounts shall form the basis of various payments by either Party under this Agreement. The Concessionaire shall also furnish, within one week of its publication, certified copies of the audited accounts and annual report published by the Company under the Applicable Laws. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed complete records in accordance with this Article. The fees and expenses GAAP, for a period of the Statutory Auditors shall be borne by the Concessionaire. 21.3 On at least [***] for each calendar quarter for which such party is obligated to make payments under Sections 5.3 or before the fifteenth day of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized information, the revenues derived from the Project and such other information as the Authority may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor11.4(a), as the case may be. Such records shall show the manufacturing, sales, use and other disposition of the certification provided Collaboration Products in sufficient detail to determine the royalties payable to RGX or QLT, as the case may be. (b) From the date a royalty payment is due and owing and for a period of [***] thereafter, each party (in this section, the “Audited Party”) shall permit the other party (in this section, the “Requesting Party”), on reasonable notice and at the Requesting Party’s cost and expense, to arrange for the books and records maintained by the Statutory Auditors Audited Party pursuant to Section 5.11(a) to be examined from time to time during the Audited Party’s regular business hours, but not more than once a year, by an independent accounting firm selected by the Requesting Party and reasonably acceptable to the Audited Party, provided that such independent accounting firm and its accountants are bound by an obligation of confidentiality to disclose to the Requesting Party only whether the royalty statements and payments made by the Audited Party under this Agreement are accurate and, if not accurate, any evidence of non-compliance with the terms and conditions of this Agreement. Any such examination shall be restricted to records covering the preceding 3 year period. The Requesting Party shall provide to the Audited Party a copy of any audit reports prepared under this subsection. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In the event the report demonstrates that a party has underpaid the other party, the underpaying party shall pay the amount of such underpayment immediately. In the event that the underpaid party is the Requesting Party, if the underpayment is more than [***] for the audited period, the Audited Party shall reimburse the Requesting Party for the expense of the Concessionaireaudit. (d) In the event the report demonstrates that a party has overpaid the other party, the overpaying party may deduct the amount of such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse overpayments from future amounts owed to the Dispute resolution procedureother party or receive a refund at its option.

ACCOUNTS AND AUDIT. 21.1 33.1 The Concessionaire accounting year of the LLP shall maintain full be from 1st April of the year to 31stMarch of the subsequent year. The first accounting year shall be from the date of incorporation of this LLP till 31st March of the subsequent year viz. 31st March, 2019 or as per the Generally Accepted Accounting Principles in India. 33.2 The books of accounts of all Fees including Realisable Fees and other revenues derived/collected by it from and on account of use the LLP shall be kept at the said office of the Project LLP for the reference of all the partners. 33.3 The LLP shall within a period of 6 months from the end of each financial year, prepare an Annual Statement of Accounts and of O&M Expenses and other costs paid out of Solvency for the Project Escrow Account and shall provide to said financial year as at the Authority copies last day of the said accounts duly audited financial year in the prescribed form. 33.4 The Designated Partners of the Limited Liability Partnership shall put their signature on the Statement of Accounts and certified Solvency. 33.5 The LLP shall file the Statement of Account and Solvency with the Registrar every year. 33.6 If any Partner refuses to sign the Annual Statements of Accounts and Solvency without giving any valid or justifiable reason, a copy of the same shall be posted to him by Registered Post Acknowledgement Due to his last known address supplied by him to the LLP, and same shall be deemed to have been signed by him on the date of such posting. 33.7 The Statement of Accounts and Solvency and Annual Return filed by the Concessionaire’s Statutory Auditors within 120 (one hundred twenty) days LLP shall be available for inspection in the office of the close Registrar during business hours in such manner and on payment of such fees as may be prescribed. 33.8 The LLP shall maintain proper books of accounts relating to its affairs for each Accounting Year to which they pertain, during the subsistence of this Agreement. Such audited accounts shall form the basis of various payments by either Party under this Agreement. The Concessionaire shall also furnish, within one week year of its publication, certified copies existence on cash basis or accrual basis and according to double entry system of accounting and shall maintain the same at its registered office. 33.9 The accounts of the Limited Liability Partnership shall be audited accounts and annual report published by the Company under the Applicable Laws. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The fees and expenses the Rules prescribed under section 34 (3) of the Statutory Auditors LLP Act, 2008, namely, Rule 24 of the LLP Rules and Forms, 2008. and the Rules prescribed by the Central Government. 33.10 The Limited Liability Partnership shall be borne required to file an Annual Return with the Registrar within sixty days of closure of its financial year. 33.11 The auditors will be appointed by the Concessionaire. 21.3 On or before the fifteenth day of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized information, the revenues derived from the Project and such other information as the Authority may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors Designated Partners of the Concessionaire, are required to do, undertake or certify pursuant to this AgreementLLP and their remuneration will be fixed by them. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.

ACCOUNTS AND AUDIT. 21.1 Audited accounts The Concessionaire Operator shall maintain full books of accounts of recording all Fees including Realisable Fees its receipts, income, expenditure, payments, assets and other revenues derived/collected by it from liabilities, in accordance with this Agreement, Good Industry Practice, Applicable Laws and on account of use of the Project and of O&M Expenses and other costs paid out of the Project Escrow Account and Applicable Permits. The Operator shall provide to the Authority [2 (two)] copies of the said accounts duly audited its Balance Sheet, Cash Flow Statement and certified Profit and Loss Account, along with a report thereon by the Concessionaire’s its Statutory Auditors Auditors, within 120 [90 (one hundred twenty) ninety)] days of the close of each Accounting Year its accounting year to which they pertainpertain and such audited accounts, during save and except where expressly provided to the subsistence of this Agreement. Such audited accounts contrary, shall form the basis of various payments by either Party under this Agreement. The Concessionaire Authority shall also furnishhave the right to inspect the records of the Operator during office hours and require copies of relevant extracts of books of accounts, duly certified by the Statutory Auditors, to be provided to the Authority for verification of basis of payments, and in the event of any discrepancy or error being found, the same shall be rectified and such rectified account shall form the basis of payments by either Party under this Agreement. The Operator shall, within one week [30 (thirty)] days of the close of each quarter of its publicationaccounting year, certified copies furnish to the Authority its unaudited financial results in respect of the audited accounts preceding quarter, in the manner and annual report published form prescribed by the Company under Securities and Exchange Board of India for publication of quarterly results by the Applicable Laws. 21.2 companies listed on a stock exchange. On or before the expiry of [2 (two)] months after its accounting year, the Operator shall provide to the Authority, for that accounting year, a statement duly audited by its Statutory Auditors giving summarised information on (a) the bills raised by the Operator for payment by the Authority, (b) the payments received and other revenues derived from the Authority, and (c) such other information as the Authority may reasonably require. Appointment of auditors The Concessionaire Operator shall appoint appoint, and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) , a firm of Chartered Accountants duly licensed to practice in India out of chosen by it from the mutually agreed list of 10 [3 (ten) independent and three)] reputable firms of Chartered Accountants in India chartered accountants (the ‘List “Panel of Chartered Accountants”). The , such list to be prepared substantially in accordance with the criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The Schedule-R. All fees and expenses of the Statutory Auditors shall be borne by the Concessionaire. 21.3 On or before Operator. The Operator may terminate the fifteenth day appointment of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized informationafter a notice of [45 (forty-five)] days to the Authority, subject to the revenues derived replacement Statutory Auditors being appointed from the Project and such other information as the Authority may reasonably require. 21.4 Panel of Chartered Accountants. Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right right, but not the obligation obligation, to appoint at its cost from time to time and at any time, another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional AuditorAuditors”) from the Panel of Chartered Accountants to audit and verify all those matters, expenseexpenses, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 . Certification of claims by Statutory Auditors Any claim or document provided by the Operator to the Authority in connection with or relating to receipts, income, payments, costs, expenses, accounts or audit, and any matter incidental thereto shall be valid and effective only if certified by its Statutory Auditors. Set-off In the event any amount is due and payable by the Authority to the Operator, it may set-off any sums payable to it by the Operator and pay the balance remaining forthwith. Dispute resolution In the event of there being any difference between the finding findings of the Additional Auditor or the Concurrent Auditor, as the case may be, Auditors and the certification provided by the Statutory Auditors of the ConcessionaireAuditors, such Auditors shall meet to resolve such the differences and if they are unable to resolve the same same, such disputed certification Dispute shall be resolved by the Authority by recourse to the Dispute resolution procedureResolution Procedure.

ACCOUNTS AND AUDIT. 21.1 33.1 The Concessionaire accounting year of the LLP shall maintain full be from 1st April of the year to 31stMarch of the subsequent year. The first accounting year shall be from the date of incorporation of this LLP till 31st March of the subsequent year viz. 31st March, 2018. 33.2 The books of accounts of all Fees including Realisable Fees and other revenues derived/collected by it from and on account of use the LLP shall be kept at the said office of the Project LLP for the reference of all the partners. 33.3 The LLP shall within a period of 6 months from the end of each financial year, prepare an Annual Statement of Accounts and of O&M Expenses and other costs paid out of Solvency for the Project Escrow Account and shall provide to said financial year as at the Authority copies last day of the said accounts duly audited financial year in the prescribed form . 33.4 The Designated Partners of the Limited Liability Partnership shall put their signature on the Statement of Accounts and certified Solvency. 33.5 The LLP shall file the Statement of Account and Solvency with the Registrar every year. 33.6 If any Partner refuses to sign the Annual Statements of Accounts and Solvency without giving any valid or justifiable reason, a copy of the same shall be posted to him by Registered Post Acknowledgement Due to his last known address supplied by him to the LLP, and same shall be deemed to have been signed by him on the date of such posting. 33.7 The Statement of Accounts and Solvency and Annual Return filed by the Concessionaire’s Statutory Auditors within 120 (one hundred twenty) days LLP shall be available for inspection in the office of the close Registrar during business hours in such manner and on payment of such fees as may be prescribed. 33.8 The LLP shall maintain proper books of accounts relating to its affairs for each Accounting Year to which they pertain, during the subsistence of this Agreement. Such audited accounts shall form the basis of various payments by either Party under this Agreement. The Concessionaire shall also furnish, within one week year of its publication, certified copies existence on cash basis or accrual basis and according to double entry system of accounting and shall maintain the same at its registered office. 33.9 The accounts of the Limited Liability Partnership shall be audited accounts and annual report published by the Company under the Applicable Laws. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The fees and expenses the Rules prescribed under section 34 (3) of the Statutory Auditors LLP Act, 2008, namely, Rule 24 of the LLP Rules and Forms, 2008 and the Rules prescribed by the Central Government. 33.10 The Limited Liability Partnership shall be borne required to file an Annual Return with the Registrar within sixty days of closure of its financial year. 33.11 The auditors will be appointed by the Concessionaire. 21.3 On or before the fifteenth day of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized information, the revenues derived from the Project and such other information as the Authority may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors Designated Partners of the Concessionaire, are required to do, undertake or certify pursuant to this AgreementLLP and their remuneration will be fixed by them. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.

ACCOUNTS AND AUDIT. 21.1 The Concessionaire Supplier shall maintain full and accurate accounts of all Fees including Realisable Fees and other revenues derived/collected by it from and on account of use for the Service against the expenditure headings in the Table. Such accounts shall be retained for at least 6 years after the end of the Project financial year in which the last payment was made under this Contract. Input and output VAT shall be included as separate items in such accounts. The Supplier shall permit duly authorised staff or agents of O&M Expenses DfE or the National Audit Office to examine the accounts at any reasonable time and other costs paid out shall furnish oral or written explanations of the Project Escrow Account accounts if required. DfE reserves the right to have such staff or agents carry out examinations into the economy, efficiency and effectiveness with which the Supplier has used DfE’s resources in the performance of this Contract. Invoices Invoices shall be prepared by the Supplier monthly in arrears and shall provide to be detailed against the Authority copies of expenditure headings set out in the said accounts duly audited Table. The Supplier or its nominated representative or accountant shall certify on the invoice that the amounts claimed were expended wholly and certified necessarily by the Concessionaire’s Statutory Auditors Supplier on the Service in accordance with the Contract and that the invoice does not include any costs being claimed from any other body or individual or from the DfE within 120 (one hundred twenty) the terms of another contract. Invoices shall be sent, within 30 days of the close end of each Accounting Year the relevant month, to Purchase to Pay, Shared Services, 3rd floor Companies House, Crown Way, Cardiff, CF14 3UW, quoting the Contract reference number. The DfE undertakes to pay correctly submitted invoices within 10 days of receipt. The DfE is obliged to pay invoices within 30 days of receipt from the day of physical or electronic arrival at the nominated address of the DfE. Any correctly submitted invoices that are not paid within 30 days may be subject to the provisions of the Late Payment of Commercial Debt (Interest) Act 1998. A correct invoice is one that: is delivered on time in accordance with the contract; is for the correct sum; is in respect of goods/services supplied or delivered to the required quality (or which they pertainare expected to be at the required quality); includes the date, during supplier name, contact details and bank details; quotes the subsistence relevant purchase order/contract reference and has been delivered to the nominated address. If any problems arise in relation to invoicing matters the Supplier shall contact the DfE's Contract Manager. The DfE shall aim to reply to any complaint within 10 working days. The DfE shall not be responsible for any delay in payment caused by incomplete or illegible invoices. The Supplier shall have regard to the need for economy in all expenditure. Where any expenditure in an invoice, in the DfE's reasonable opinion, is excessive having due regard to the purpose for which it was incurred, the DfE shall only be liable to reimburse so much (if any) of the expenditure disallowed as, in the DfE's reasonable opinion after consultation with the Supplier, would reasonably have been required for that purpose. If this Contract is terminated by the DfE due to the Supplier’s insolvency or default at any time before completion of the Service, the DfE shall only be liable under clause 1 to reimburse eligible payments made by, or due to, the Supplier before the date of termination. On completion of the Service or on termination of this Contract, the Supplier shall promptly draw up a final invoice, which shall cover all outstanding expenditure incurred for the Service. The final invoice shall be submitted not later than 30 days after the date of completion of the Service. The DfE shall not be obliged to pay the final invoice until the Supplier has carried out all the elements of the Service specified in this Agreement. Such audited accounts It shall form be the basis responsibility of various payments the Supplier to ensure that the final invoice covers all outstanding expenditure for which reimbursement may be claimed. Provided that all previous invoices have been duly paid, on due payment of the final invoice by either Party the DfE all amounts due to be reimbursed under this Agreement. The Concessionaire Contract shall also furnish, within one week of its publication, certified copies of the audited accounts and annual report published by the Company under the Applicable Laws. 21.2 The Concessionaire shall appoint and be deemed to have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority been paid and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment DfE shall have no further liability to make reimbursement of any Statutory Auditor appointed in accordance with this Articlekind. The fees and expenses of the Statutory Auditors shall be borne by the Concessionaire. 21.3 On or before the fifteenth day of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized information, the revenues derived from the Project and such other information as the Authority may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.Security

ACCOUNTS AND AUDIT. 21.1 The Concessionaire shall maintain full accounts of all Fees including Realisable Fees and other revenues derived/collected by it from and on account of use of the Project and of O&M Expenses and other costs paid out of the Project Escrow Account and shall provide to the Authority copies of the said accounts duly audited and certified by the Concessionaire’s Concessionaire‟s Statutory Auditors within 120 (one hundred twenty) days of the close of each Accounting Year to which they pertain, during the subsistence of this Agreement. Such audited accounts shall form the basis of various payments by either Party under this Agreement. The Concessionaire shall also furnish, within one week of its publication, certified copies of the audited accounts and annual report published by the Company under the Applicable Laws. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘„List of Chartered AccountantsCharteredAccountants”). The criteria for preparing the List of Chartered Accountants are set forth setforth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The fees and expenses of the Statutory Auditors shall be borne by the Concessionaire. 21.3 On or before the fifteenth day of April each year, the Concessionaire shall provide for the preceding Accounting Year a statement duly audited by its Statutory Auditors giving summarized information, the revenues derived from the Project and such other information as the Authority may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.

ACCOUNTS AND AUDIT. 21.1 16.1.1 The Concessionaire Supplier shall maintain full books of accounts recording all its receipts (including Tariff, revenues from sale of power to the Utility, other Distribution Licensees and Buyers, and all Fees including Realisable Fees and other revenues incomes derived/collected by it from and or on account of use the Power Station and/or sale of electricity from the Project Power Station), income, expenditure, payments, assets and of O&M Expenses liabilities, in accordance with this Agreement, Good Industry Practice, Applicable Laws and other costs paid out of the Project Escrow Account and Applicable Permits. The Supplier shall provide to the Authority 2 (two) copies of the said accounts duly audited its Balance Sheet, Cash Flow Statement and certified Profit and Loss Account, along with a report thereon by the Concessionaire’s its Statutory Auditors Auditors, within 120 90 (one hundred twentyninety) days of the close of each the Accounting Year to which they pertainpertain and such audited accounts, during save and except where expressly provided to the subsistence of this Agreement. Such audited accounts contrary, shall form the basis of various payments by either Party under this Agreement. The Concessionaire Utility shall also furnishhave the right to inspect the records of the Supplier during office hours and require copies of relevant extracts of books of accounts, duly certified by the Statutory Auditors, to be provided to the Utility for verification of basis of payments, and in the event of any discrepancy or error being found, the same shall be rectified and such rectified account shall form the basis of payments by either Party under this Agreement. 16.1.2 The Supplier shall, within one week of its publication, certified copies 30 (thirty) days of the audited accounts close of each quarter of an Accounting Year, furnish to the Utility its unaudited financial results in respect of the preceding quarter, in the manner and annual report published form prescribed by the Company under Securities and Exchange Board of India for publication of quarterly results by the Applicable Lawscompanies listed on a stock exchange. 21.2 The Concessionaire shall appoint and have during the subsistence of this Agreement as its Statutory Auditors (the “Statutory Auditors”) a firm of Chartered Accountants duly licensed to practice in India out of the mutually agreed list of 10 (ten) independent and reputable firms of Chartered Accountants in India (the ‘List of Chartered Accountants”). The criteria for preparing the List of Chartered Accountants are set forth in Schedule -11. Subject to a 30 days notice to Authority and the replacement Statutory Auditors being appointed from the List of Chartered Accountants, the Concessionaire may terminate the appointment of any Statutory Auditor appointed in accordance with this Article. The fees and expenses of the Statutory Auditors shall be borne by the Concessionaire. 21.3 16.1.3 On or before the fifteenth thirty-first day of April May each yearYear, the Concessionaire Supplier shall provide to the Utility, for the preceding Accounting Year Year, a statement duly audited by its Statutory Auditors giving summarized informationsummarised information on (a) receipts on account of Tariff, the (b) revenues derived from the Project sale of electricity to other Distribution Licensees and Buyers, and (c) such other information as the Authority Utility may reasonably require. 21.4 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the right but not the obligation to appoint at its cost another firm of Chartered Accountants from the List of Chartered Accountants (the “Additional Auditor”) to audit and verify all those matters, expense, costs, realisations and things which the Statutory Auditors of the Concessionaire, are required to do, undertake or certify pursuant to this Agreement. 21.5 In the event of there being any difference between the finding of the Additional Auditor or the Concurrent Auditor, as the case may be, and the certification provided by the Statutory Auditors of the Concessionaire, such Auditors shall meet to resolve such differences and if they are unable to resolve the same such disputed certification shall be resolved by recourse to the Dispute resolution procedure.