The Company continues to remain committed to achieve highest level of Corporate Governance to achieve healthy performance in all area of operations and adding value in the long term interest of its various constituents such as stakeholders, customers, employees and creditors. The Company will continue to focus its resources, strengths and strategies to achieve its objectives. During the year under review your Company has followed all mandatory requirements provided under Clause 49 of the Listing Agreement with the Stock Exchange.

The Board of Directors comprises of a Non-Executive Chairman, a Managing Director, an Executive Director and four Non-Executive Directors.

As on 31-03-2009, the Directors of the Company are not related to each other and are independent of each other.

The meetings are usually held at Company’s Corporate Office at Gurgaon and generally chaired by Mr. Karan Thapar, Chairman of the Company.

The Audit Committee comprises of three Independent Directors. The Company Secretary is the Secretary to the Committee. The Vice President (Corporate Finance, Accounts & Administration) is the permanent invitee at the Committee Meetings.

The terms of reference of the Audit Committee inter alia, include the following:

•     -   to discuss with the Auditors both Internal Auditors as well as Statutory Auditors on adequacy of internal controls in systems and procedures.
•     -   adherence to significant Accounting Policies and compliance with the Accounting Standards.
•     -   review of financial reporting system.
•     -   review of Company’s financial and risk management policies.
•     -   ensuring regulatory compliances.
•     -   to investigate any activity within its terms of reference.
•     -   to seek information from any employee.
•     -   to obtain outside legal or other professional advice.
•     -   to secure attendance of outsiders with relevant expertise, if it considers necessary.

The Shareholders Grievance/Share Transfer Committee comprises of an independent director as Chairman of the Committee and three other Directors as other members of the Committee.

The Company Secretary is the Compliance Officer of the Company.

The Risk Management Committee comprises of three Directors.

The Committee evaluated the anticipated risks associated with the Company and the necessary steps to be taken to mitigate/ minimize the risks.

With respect to the detail of related party transactions of material nature, a suitable disclosure as required by Accounting Standard (AS-18) has been made in the Annual Report. All the directors have disclosed their interest in Form 24AA pursuant to section 299 of the Companies Act, 1956 and as and when any changes in their interest take place, they are placed before the Board at its meetings.

There were no instances of non-compliance of any requirements of the Stock Exchange, SEBI and other statutory authorities on any matters relating to capital market during the last 3 years ending March 31,2009 .

The Company’s Code of Conduct as adopted by the Board of Directors of the Company at its meeting held on 28th October, 2005 is a comprehensive Code laying down in detail the standards of business conduct, ethics and governance.

The Code has been circulated to all the members of the Board and the Senior Management and the compliance of the same has been affirmed by them. A declaration is to be signed by the Managing Director of the Company to this effect at the end of each financial year.

The Managing Director and Vice President (Corporate Finance & Accounts) have to sign a joint certificate accepting responsibility for the financial statements and confirming the effectiveness of the internal control systems, as required in Clause 49 of the Listing Agreement.

The Company usually publishes quarterly, half-yearly and annually, its financial results in Cochin edition of Financial Express in English and Mangalam in Malayalam Language and are also uploaded on the Electronic Data Information Filing And Retrieval System of the SEBI as required by the Listing Agreement.

Management Discussion and Analysis Report is to be appended and form part of the Annual Report.