Clause 49-Compliance Status relevant to the Financial Year 2010-11

Instructions for filling the Questionnaire:

The Questionnaire is to be filled with Companies Comments.  If the question is not applicable to the company please record "N/A" on the questionnaire.

Person Authorised:

Designation:

Date:

Note: The replies or answers should be duly supported by adequate documentation.

Please supply remarks as many cases as possible / relevant.

Clause 49-Compliance Status relevant to the Financial Year 2010-11

Board of Directors

Clause 49 (IA) Composition of Board:

Sl.No	Particulars	Company Comments
1	Give the details of total strength of the Board
2	Composition of the Board with the percentage of executive directors, non executive directors and independent directors
3	Whether Chairman is executive director and promoter of the company?
4	How many directors are independent directors with the percentage as compared to the total number of directors?
5	Whether the Directors, prior to their appointment on the Board as well as annually affirm their independence by way of a certificate to the Board.
6	Whether the directors are required to disclose any transaction, which may impact their independent status?

Clause 49(IB) Non-executive directors’ compensation and disclosures:

Sl.No	Particulars	Company Comment
1	Is board approving the remuneration being payable to Non-executive directors?
2	Is remuneration paid to Non-executive directors is within the overall limit approved by the shareholders of the company?
3	Is sitting fees paid to non-executive directors in relation to the meeting of the Board or its committees attended by them?

Clause 49(IC) Other provisions as to Board and Committees:

Sl.No	Particulars	Company Comments
1	Is Board of Directors meeting at each quarter during the year?
2	Is time gap between each such meeting exceeding four months?
3	Are information regularly placed before the Board inter-alia includes the information given under Annexure-1A given at the end of this questionnaire?
4	Is compliance Report, with respect to applicable laws, signed by the Compliance officer is placed before the Board on quarterly basis?
5	For how many committees can a director or chairman become a member? How he has to give the assurance regarding this?
6	How the company ensures the position of directors in other companies?

Clause 49(ID) Code of conduct:

Sl.No	Particulars	Company Comments
1	Whether board has laid down the code of conduct for all Board members and senior management of the company?
2	Whether the aforesaid code is laid down in the official website of the company?
3	Whether all board of directors and senior management has affirmed compliance with the code of conduct of the Company on annual basis?
4	Whether a declaration in this regard duly signed by Chief Executive Officer is published elsewhere in this Annual Report?

Audit Committee

Clause 49(II A): Qualified and Independent Audit Committee:

Sl.No	Particulars	Company comments
1	Whether a company has qualified and independent audit committee of not less than 3 members?
2	Whether all the members of the committee are financially literate and a majority of them have accounting/financial management expertise? Give the brief profile of the members
3	Whether two third members of audit committee are independent members?
4	Whether the chairman of the committee is independent director and whether he is present in AGM of the company?
5	Whether the chairman of the committee is present in AGM of the company?
6	Whether management personnel are invited to the meeting/ discussion, whenever required by audit committee?
7	Whether the Company Secretary of the company acts as a secretary to the audit committee?

Clause 49 (II B) Meeting of Audit Committee:

Sl.No	Particulars	Company comments
1	Whether audit committee is meeting at each quarter during the year?
2	Is time gap between each such meeting exceeding four months?
3	Whether the quorum requirement had been complied with at every audit committee meeting?

Clause 49 (II C) Powers of Audit Committee:

Sl.No	Particulars	Company comments
1	Whether the powers of audit committee are in accordance with Clause 49 and have been duly approved by the Board of the Company? Give the details of such powers of the committee

Clause 49 (II D) Role of Audit Committee:

Sl.No	Particulars	Company comments
1	Whether the role of the Audit committee is in accordance with Clause 49 and has been duly approved by the Board of the company? Give the details of the same

Clause 49 (II E) Review of information by Audit Committee:

Sl.No	Particulars	Company comments
1	Whether the committee reviews the management discussion and analysis of the financial conditions and results of operation, significant related party transactions, management letters/ letters of internal control weakness issued by the statutory auditors, internal audit reports relating to internal control weakness and appointment, removal and terms of remuneration of the Chief Internal Auditor? Give the details of the same.

Clause 49 (III) Subsidiaries Companies:

Sl.No	Particulars	Company comments
1	Whether financial statements of subsidiaries are reviewed by the audit committee?
2	Whether minutes of subsidiaries are placed before the Board of Directors of the company on regular basis?
3	Whether statements of all significant transactions, if any, of the subsidiaries are placed before the board?

Disclosures

Clause 49 (IV A) Basis of related party transactions:

Sl.No	Particulars	Company comments
1	Whether the related party transactions are placed before the audit committee on periodic basis? Give the details of the same

Clause 49 (IV B) Disclosure of Accounting Treatment:

Sl.No	Particulars	Company comments
1	Whether treatment as prescribed in accounting standards has been followed in preparation of financial statements for the year under review?
2	Whether the same has also been disclosed in the notes to accounts?

Clause 49 (IV C) Board Disclosures-Risk Management:

Sl.No	Particulars	Company comments
1	Whether a company has framed a risk management procedure, which contains the procedure as to assessment of risks and their minimization?
2	Whether all designated officials are submitting quarterly reports, through an online risk management system?
3	Whether board reviews such risk management and minimization procedures on periodic basis?

Clause 49 (IV D) Proceeds from public issue, rights issue, preferential issue etc:

Sl.No	Particulars	Company comments
1	Whether company has raised money through a public issue, right issue, preferential issue etc. during the year under review?
2	If yes, whether the same had been disclosed to the audit committee, the uses/ applications of funds by major category on a quarterly basis?
3	Whether the company has the balance of IPO funds which are not utilized till the date of financials?
4	If yes, whether the same has been disclosed to the audit committee, the uses/ applications of funds by major category on a quarterly basis?

Clause 49 (IV E) Remuneration of Directors:

Sl.No	Particulars	Company comments
1	Whether all pecuniary relationships or transactions of the non-executive directors vis-à-vis the Company, if any, have been disclosed in corporate governance section of the Annual Report?
2	Whether all the details of remuneration and other terms of directors have been disclosed in the Annual Report?
3	Whether shareholding of all the non-executive directors being re-appointed at the ensuing Annual General Meeting is disclosed in the notice convening the Annual General Meeting?
4	Whether shareholding of all the non-executive directors is disclosed in the Annual Report prior to their appointment?

Clause 49 (IV F) Management:

Sl.No	Particulars	Company comments
1	Whether a “management discussion and analysis report” is forming part of Annual Report of the company?
2	Is there any incident involving conflict of interests between the senior management and the company?

Clause 49 (IV G) Shareholders:

Sl.No	Particulars	Company comments
1	Whether a brief profile of directors being appointed/re-appointed has been provided in the notice convening the Annual General Meeting?
2	Whether Quarterly results are uploaded on website of the Company within 24 hours of approval by the board?
3	Whether the Shareholders’/Investors’ Grievance Committee have been formed under chairmanship of a non-executive director or independent director.
4	Whether work of any share transfer has been delegated to registrar & share transfer agent of the company under the supervision of share transfer committee which is a sub-committee of Shareholders’/ Investors’ Grievance Committee of the board.

Clause 49 (V) CEO/CFO Certification:

Sl.No	Particulars	Company comments
1	Whether Chief Executive Officer and Chief Financial Officer are certifying to the board the accuracy of financial statement and adequacy of internal controls for financial reporting purpose?
2	Whether the certificate is published in the Annual Report of the company?

Clause 49 (VI) Report on Corporate Governance:

Sl.No	Particulars	Company comments
1	Whether a separate section on Corporate Governance is included in Annual Report of the company?
2	Whether quarterly compliance certificate duly signed by compliance officer as to the compliance of clause 49 requirement is sent to recognized stock exchange within the prescribed time limit?

Clause 49 (VII) Compliance:

Sl.No	Particulars	Company comments
1	Whether certificate is obtained from the auditors regarding the compliance of the conditions of Corporate Governance as published in this Annual Report?
2	Whether the same certificate has been annexed in directors’ report?
3	Whether the disclosures of the compliance with all mandatory requirements and certain non-mandatory requirements of clause 49 has been made in the section on  Corporate Governance of the annual report?

Annexure I A

Information to be placed before Board of Directors

1. Annual operating plans and budgets and any updates.
2. Capital budgets and any updates.
3. Quarterly results for the company and its operating divisions or business segments.
4. Minutes of meetings of audit committee and other committees of the board.
5. The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.
6. Show cause, demand, prosecution notices and penalty notices which are materially important.
7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
8. Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.
9. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.
10. Details of any joint venture or collaboration agreement.
11. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
12. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
13. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.
14. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.