Clause of Listing Agreement

Particulars

Compliance Status (Yes/No)

Remarks

(1)

(2)

(3)

(4)

49 I - A

Board of Directors:

• not less than 50% of the Board of Directors comprising of non-executive directors (NED)
• 1/3^rd of Board should comprised of Independent Directors

YES

YES

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49 I - B

All monetary transactions of the NED’s to be disclosed in the Annual Report.

YES

There is no such transactions

49 II - A

Audit Committee:

 

• Audit Committee shall have min. 3 NED’s and majority of them being independent & with at least one director having financial & accounting knowledge.

   

 

• The Chairman of the Committee shall be an independent director.

   

 

• The chairman shall be present at AGM to answer shareholder queries.

   

 

• The Finance Director, Head of Internal Auditor, Office Executive and Statutory Auditor shall be invited/present in the meeting.

   

 

• The Company Secretary shall act as the secretary to the Committee.

YES

YES

Will be presented in the next AGM

The Statutory Auditor and Finance Director were present in the last meeting held on 27^th October, 2001,

YES

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49 II – B

 

• One meeting shall be held before finalisation of Annual Accounts.

 

• One meeting shall be held in every six months.

   

 

• The quorum shall be either two members or 1/3^rd of the members of the Audit Committee whichever is higher and minimum of two independent directors.

Going to meet before Finalisation of Accounts for the year ending 31^st March, 2002.

Had a meeting on 27^th October, 2001.

YES

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49 II - C

The Audit Committee shall have the powers which should include:

 

1. to investigate any activity within its terms of reference.

    

    

2. To seek information from any employee.

    

    

3. To obtain outside legal or other professional advice.

    

    

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

    

YES

No such need occurred before the Committee.

49 II - D

The Audit Committee shall include:

Oversight of the Company’s financial reporting process & the disclosure of its financial information to ensure that the financial statement is correct, sufficient & credible.

• Recommending the appointment & removal of external auditor, fixation of audit fees & approval for payment.

   

   

   

• Reviewing with management the annual financial statements before submission to the Board.

   

   

   

• Reviewing with the management, external & internal auditors, the adequacy of internal control systems.

   

   

   

• Reviewing the adequacy of internal audit function, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

   

   

   

• Discussion with internal auditors any significant findings and follow up thereon.

   

   

   

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity.

   

   

   

• Discussion with external auditors before the audit commences nature and scope of audit and any area of concern.

   

   

   

• Reviewing the Company’s financial and risk management policies.

   

   

   

• The reasons for substantial defaults in the payment to the shareholders & creditors.

   

YES

Audit Fees will be fixed in a Committee Meeting.

YES

YES

Will be discussed in the next Committee Meeting.

Will be discussed in the next Committee Meeting.

Will be discussed in the next Committee Meeting.

YES

YES

No such default made by the Company.

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49 II - E

The Company has set up an Audit Committee pursuant to provision of the Companies Act and agrees that the said committee shall have additional functions/ features as is contained in the Listing Agreement.

YES

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49 III - A

The Board of Directors shall decide the remuneration of NED’s.

YES

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49 III - B

Disclosure of the remuneration of the Directors shall be made in the section on the Corporate Governance.

Will be given in the next Annual Report.

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49 IV - A

Board Meeting shall be held at least four times a year with a maximum time gap of four months between any two meetings.

YES

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49 IV - B

A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 committees. It should be mandatory for every director to inform the Company about the Committee positions he occupies in other Companies and notify changes.

YES

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49 V - A

Management Discussion and Analysis Report should form part of Annual Report.

Will be given in the next Annual Report

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49 V - B

Disclosures by management to the Board about material financial, commercial transactions, where they have personal interest.

No such transactions.

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49 VI - A

In case of Appointment or re-appointment of a Director, the shareholders must be provided;

 

• A brief resume
• Nature of his expertise in specific functional areas
• Directorship in the Companies
• Membership of Committees

Had given in the last year’s Annual Report and will also be given in the next Annual Report

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49 VI - B

All company information’s to be put out on Company’s web-site.

YES

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49 VI - C

Shareholders/Investors Grievance Committee under chairmanship of NED’s shall be formed.

YES

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49 VI - D

Expedite the Share Transfer

YES

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49 VII

Report on Corporate Governance

Will be given in the next Annual Report