The company undertakes to take all necessary steps to comply with all the requirements of Clause -49 of the listing Agreement to be entered into with the Stock Exchanges.

• Size & Composition of the board – Currently our Board has eight Directors of which the Chairman of the Board is the Executive Director, and in compliance with the requirements of Clause 49 of the listing Agreement, we have three Executive Directors, one non- executive Director and four Independent Directors on our Board.
• Interests of Directors – All of our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other Remuneration and reimbursement of expenses payable to them under our Articles of Association, and to the extent of remuneration paid to them for services rendered as an officer or employee of our Company.

Our Directors may also be regarded as interested in the Equity shares, if any, held by them or that may be subscribed by or allotted to the companies, firms, trusts, in which they are interested as Directors, members, partners, trustees and promoters. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares Mr.P.N.C. Menon, Mr. Sharma, & Ravi Menon are entitled to receive remuneration from us.

Our Company avails of legal advice from the firm Anup Shah Law Firm, in which one our Directors Mr. Anup Shah is interested.

Our Directors have no interest in any Property acquired by our Company.

Audit Committee – The Purpose of the Audit committee is to ensure the Objectivity, credibility, and correctness of the Company's Financial Reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters. The Audit Committee consists of Mr. R.V.S.Rao (Chairman) Mr. N.S. Raghavan and Mr. J.C. Sharma.

The terms of reference of the audit committee are as follows:

• Regular review of accounts, accounting policies, disclosures, etc.
• Review of the major accounting entries, based on exercise of Judgment by management and review of significant adjustments arising out of audit.
• Qualifications in the draft audit report.
• Establishing and reviewing the scope of the Independent audit including the observations of the auditors and review of the quarterly, half- yearly and annual financial statements before submission to the board.
• The committee shall have post audit discussions with the Independent auditors to ascertain any area of concern.
• Establishing the scope and frequency of internal audit, reviewing the findings of the Internal Auditors and ensuring the adequacy of internal control systems.
• To look into reasons for substantial defaults in the payment to depositors, debenture holders, shareholders and creditors.
• To look into the matters pertaining to the Director's Responsibility statement with respect to Compliance with Accounting Standards and Accounting policies.
• Compliance with stock exchange legal requirements concerning financial statements, to the extent applicable.
• The Committee shall look into any related party transactions i.e. transactions of the company of material nature, with promoters or management, their subsidiaries or relatives etc. that may have potential conflict with the Interests of company at large.
• Appointment & remuneration of statuary & internal auditors.
• Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by the Audit Committee.
  

The power of the Audit Committee shall include the power to :

• Investigate activity within its terms of reference
• Seek information from any employees
• Obtain outside legal or other professional advice
• Secure attendance of outsiders with relevant expertise, if it considers necessary.

Investors Grievance Committee

The Investor Grievance Committee was constituted by our Directors at their Board Meetings held on June 28, 2006. This Committee is responsible for the redressal of Shareholder Grievances. The Investor Grievance Committee consists of MR. S.K. Gupta (Chairman), Mr. J.C.Sharma and Ravi Menon.

The terms of reference of the Investor Grievance Committee are as follows :

• Investor relations and redress of shareholders grievances in general and relating to non receipt of dividends, interests, non receipt of balance sheet etc in particular.
• Such other matters as may from time to time be required by any statutory , contractual or other regulatory requirements to be attended to by such committee.