Particulars

Clause of Listing Agreement

Compliance Status

 (Yes / No.)

Remarks

1. Board of Directors :

49 I

Yes

Non Executive Directors constitute more than 50% of the Board of Directors of the company. Chairman is Executive and more than half of the Board comprises of Independent Directors

(A) Composition of Board

49 (IA)

Yes

(B) Non-executive Directors’ compensation & disclosure

49 (IB)

Yes

(C) Other provisions as to Board and Committees

49 (IC)

Yes

(D) Code of Conduct

49 (ID)

No

Is being formulated

II. Audit Committee

49 II

Yes

Meets at least once in a quarter and also for audited accounts.

(A) Qualified & independent Audit Committee

49(IIA)

Yes

(B) Meeting of Audit Committee

49(IIB)

Yes

(C) Powers of Audit Committee

49(IIC)

Yes

(D) Role of Audit Committee

49(IID)

Yes

(E) Review of Information by Audit Committee

49(IIE)

Yes

III.  Subsidiary Companies

49(III)

No

No subsidiary Companies

IV. Disclosures

49(IV)

(A)  Basis of related party transactions

49(IVA)

Yes

(B) Board Disclosures

49(IVB)

Yes

(C) Proceeds from public issues, rights issues, preferential issues etc.

49(IVC)

No

         N. A.

(D) Remuneration of Directors

49(IVD)

Yes

Details regarding shareholding of Non-Executive Directors will be disclosed in the next Annual Report onwards.

(E) Management

49(IVE)

Yes

(F) Shareholders

49(IVF)

Yes

V. CEO / CFO Certification

49(V)

No

Will be done in the next Annual Report.

VI.  Report on Corporate Governance

49 (VI)

Yes

Will be included as part of Corporate Governance Report in the Annual Report for the year 2004-05.

VII. Compliance

49(VII)

Yes