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The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance and the SEBI Regulations in respect of corporate governance will be applicable to our Company immediately upon the listing of our Company’s Equity Shares on the Stock Exchanges. Our Company undertakes to adopt the Corporate Governance Code as per Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges prior to the listing of our Equity Shares. Our Company has complied with the requirements of Corporate Governance contained in the Equity Listing Agreement, particularly those relating to composition of Board of Directors, constitution of committees such as Audit Committee, Shareholder / Investor Grievance Committee, etc.

Composition of Board of Directors

Presently, the Board of Directors of our Company consists of 6 directors out of which one is Chairman, one is Managing Director, one is Whole Time Directors, three are Independent Directors. Out of 6 directors, 3 are Independent Directors and we have a Non Executive Chairman as per the requirement of clause 49 of the Listing Agreement for Corporate Governance. The list of directors is given below:

Tara Health Foods Limited 109

Sr. No. Director Designation

1 Mr. Jaswant Singh Non Executive Chairman & Non Independent Director 2 Mr. Balwant Singh Managing Director & Non Independent Director 3 Mr. Tejinder Singh Whole Time Director & Non Independent Director 4 Dr. Jaspinder Singh Kolar Non Executive Director & Independent Director 5 Mr. Parshotam Bansal Non Executive Director & Independent Director 6 Mr. Rajneesh Kumar Non Executive Director & Independent Director Various Committees of Directors :

We have constituted the following committees of our Board of Directors for compliance with corporate governance requirements:

1. Audit Committee

2. Remuneration Committee

3. Shareholders & Investor Grievance Committee. 1. Audit Committee:

The Board of Directors have reconstituted Audit Committee vide resolution passed at its meeting held on September 11, 2009 complying with Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, under the Chairmanship of Mr. Parshotam Bansal who comes with finance and accounting background. The present Audit Committee has the following members: -

Name of the Director Designation

Mr. Parshotam Bansal Chairman

Dr. Jaspinder Singh Kolar Member

Mr. Rajneesh Kumar Member

Mr. Balwant Singh Member

The scope of Audit Committee shall include but shall not be restricted to the following:

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

ii. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. iv. Appointment, removal and terms of remuneration of internal auditors

v. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) 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;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to the financial statements; f) Disclosure of any related party transactions;

g) Qualifications in the draft audit report.

vi. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.

vii. Monitoring the use of the proceeds of the proposed initial public offering of the Company.

viii. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

Tara Health Foods Limited 110 ix. 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.

x. Discussions with internal auditors on any significant findings and follow up thereon. xi. Reviewing internal audit reports and adequacy of the internal control systems.

xii. 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.

xiii. Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors xiv. Discussion with internal auditors any significant findings and follow up there on.

xv. 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.

xvi. 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.

xvii. 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.

xviii. To review the functioning of the whistle blower mechanism, when the same is adopted by the Company and is existing.

xix. Carrying out any other function as may be statutorily required to be carried out by the Audit Committee. xx. The Audit Committee is entrusted with the following powers: -

a. To invite such of the executives, as it considers appropriate (and particularly the head of finance function) to be present at the meetings of the Committee,

b. To investigate any activity within its terms of reference, c. To seek information from any employee

d. To obtain outside legal or other professional advice, and

e. To secure attendance of outsiders with relevant expertise if considered necessary.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be minuted in the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

2. Shareholders & Investor Grievance Committee:

For redressing the shareholder/ investor complaints, the Board of Directors have formed Shareholders & Investors Grievance Committee vide resolution passed at its meting held on September 11, 2009 as per the requirements of the Clause 49 of the Listing Agreement for Corporate Governance. The committee consists of the following Directors:-

Name of the Director Designation

Mr. Jaswant Singh Chairman

Mr. Balwant Singh Member

Mr. Rajneesh Kumar Member

This committee has been constituted to specifically look into redressing all grievances of shareholders/investors in compliance of the provisions of clause 49 of the listing agreements to be entered with the Stock Exchange and its terms of reference includes to look into the work related to:

i. Transfer of shares; Transmission of shares and debentures;

ii. Redressal of shareholder and investor complaints like non transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc;

Tara Health Foods Limited 111 iii. Issue of duplicate / split / consolidated share certificates;

iv. Review of cases for refusal of transfer / transmission of shares and debentures; v. Reference to statutory and regulatory authorities regarding investor grievances;

vi. And all such acts, deeds and things to ensure proper and timely attendance and redressal of investor queries and grievances;

3. Remuneration Committee:

The Board of Directors constituted a Remuneration Committee vide resolution passed at its meeting held on September 11, 2009. Committee has been entrusted amongst other things the power of recommending remuneration package of the Directors. The Committee consists of the following Non- Executive Directors.

Name of the Director Designation

Dr. Jaspinder Singh Kolar Chairman

Mr. Parshotam Bansal Member

Mr. Rajneesh Kumar Member

The Remuneration Committee shall carry out its functions as contained in Schedule XIII of the Companies Act, 1956 and shall enjoy necessary powers and authority commensurate with its functions.

This committee shall look into the following:

i. to review, assess and recommend the appointment of Executive and Non Executive Directors from time to time;

ii. to periodically review the remuneration package of the Executive Directors and recommend suitable revision to the Board;

iii. to recommend compensation to the Non Executive Directors in accordance with the Companies Act, 1956;

iv. to consider and recommend Employee Stock Option Scheme, if any, from time to time and to administer and superintend the same.

The Committee is required to meet at least once a year.