Archivo Tipo FT008 – Inversiones – Otros Títulos ARCHIVO TIPO FT

The provisions of the Listing Agreement to be entered into with the Stock Exchange(s) will be applicable to our Company immediately upon the listing of our Equity Shares with the Stock Exchanges. Our Company has complied with the corporate governance code in accordance with Clause 49 of the Listing Agreement. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges.

In terms of the Clause 49 of the Listing Agreement, our Company has already constituted the following committees.

Audit Committee

The Audit Committee was constituted at the Board meeting held on August 14, 2009. The Audit Committee comprises of the following members

Name of Director Status in

Committee Nature of Directorship

Mr. Dinesh Kumar Govil Chairman Non-Executive Independent Director

Mr. Arun Kumar Gupta Member Non-Executive Independent Director

Mr. Yogesh Mohan Kharbanda Member Non-Executive Independent Director

The role of the Committee has been defined to include the following activities:

(a) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

(b) Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and fixation of audit fee.

(c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

(d) Reviewing with the management the annual financial statements before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management. - Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements. - Disclosure of any related party transactions.

- Qualifications in the draft audit report.

(e) Reviewing with the management, the quarterly financial statements before submission to the board for approval

(f) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

(g) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

(h) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

(i) Discussion with internal auditors any significant findings and follow up there on.

(j) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

(k) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

(l) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

(m) To review the functioning of the Whistle Blower mechanism, in case the same is existing.

(n) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Remuneration Committee

The Remuneration Committee was constituted on August 14, 2009 and presently comprises the following directors of the Board.

Name of Director Status in Committee Nature of Directorship

Mr. Arun Kumar Gupta Chairman Non-Executive Independent Director

Mr. Dinesh Kumar Govil Member Non-Executive Independent Director

Mr. Yogesh Mohan Kharbanda Member Non-Executive Independent Director

The terms of reference of the Remuneration Committee are as follows:

(a) The Remuneration Committee recommends to the board the compensation terms of the executive directors. (b) Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and

transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

(c) Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

(d) Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

(e) Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of our Company and the shareholders.

Shareholders’/ Investor Grievances Committee

We have constituted the Shareholders and Investors Grievances Committee on August 14, 2009. The Committee consists of the following Directors.

Name of Director Status in Committee Nature of Directorship

Mr. Yogesh Mohan Kharbanda Chairman Non-Executive Independent Director

Mr. Arun Kumar Gupta Member Non-Executive Independent Director

Mr. Dinesh Kumar Govil Member Non-Executive Independent Director

The scope and function of this committee is to consider and review shareholders’/ investors’ grievances and complaints and ensure that all shareholders’/ investors’ grievances and correspondence are attended to expeditiously and satisfactorily unless constrained by incomplete documentation and/ or legal impediments.