MARKS

Y

N

1. BOARD OF DIRECTORS, CHAIRMAN AND CEO

22

1.1 Company's policy on appointment of directors disclosed.

2

1.2 Adequate representation of non executive directors i.e. one third of the board, subject to a minimum of two

2

1.3 At least one independent director on the board and disclosure / affirmation of the board on such director's independence.

2

1.4 Chairman to be independent of CEO

2

1.5 Responsibilities of the Chairman of the Board appropriately defined and disclosed. Disclosure of independence of Non Executive Directors

2

1.6 Existence of a scheme for annual appraisal of the board's performance and disclosure of the same.

2

1.7 Disclosure of policy on annual evaluation of the CEO by the Board.

2

1.8 Disclosure of policy on training (including details of the continuing training program) of directors and type and nature of training courses organized for directors during the year Existence of a scheme for annual appraisal of the board's performance.

2

1.9 At least one director having thorough knowledge and expertise in finance and accounting to provide guidance in the matters applicable to accounting and auditing standards to ensure reliable financial reporting.

2

1.10 Disclosure of number of meetings of the board and participation of each director (at least 4 meetings are required to be held).

2

1.11 Directors issue a report on compliance with best practices on Corporate Governance that is reviewed by the external auditors.

2

2 MISSION AND STRATEGY

6

2.1 Company's vision / mission statements are approved by the board and disclosed in the annual report.

2

2.2 Identification of business objectives and areas of business focus disclosed.

2

2.3 General description of strategies to achieve the company's business objectives

2

3. AUDIT

2

3.1 Appointment and Composition

22

3.1.1 Whether the Audit Committee Chairman is an independent Non - Executive Director

2

3.1.2 Whether it has specific terms of reference and whether it is empowered to investigate / question employees and retain external counsel

2

3.1.3 More than two thirds of the members are to be Non Executive Directors

1

3.1.4 All members of the audit committee to be financially literate and at least one member to have expert knowledge of finance and accounting.

2

3.1.5 Head of internal audit to have direct access to audit committee.

1

3.1.6 The committee to meet at least four times a year and the number of meetings and attendance by individual members disclosed in the annual report.

2

3.2 Objectives Activities

3.2.1 Statement on Audit Committee's review to ensure that internal controls are well conceived properly administered and satisfactorily monitored.

2

3.2.2 Statement to indicate audit committees role in ensuring compliance with Laws, Regulations and timely settlements of Statutory dues.

2

3.2.3 Statement of Audit committee involvement in the review of the external audit function

a) Ensure effective coordination of external audit function
b) Ensure independence of external auditors
c) To review the external auditors findings in order to be satisfied that appropriate action is being taken
d) Review and approve any non audit work assigned to the external auditor and ensure   that such work does not compromise the independence of the external auditors.
e) Recommend external auditor for appointment/ reappointment.

4

3.2.4 Statement on Audit committee involvement in selection of appropriate accounting policies that are in line will applicable accounting standards and annual review.

2

3.2.5 Statement of Audit Committee involvement in the review and recommend to the board of directors, annual and interim financial releases

2

3.2.6 Reliability of the management information used for such computation

2

4.INTERNAL CONTROL RISK MANAGEMENT

10

4.1 Statement of Director's responsibility to establish appropriate system of internal control

2

4.2 Narrative description of key features of the internal control system and the manner in which the system is monitored by the Board, Audit Committee or Senior Management.

2

4.3 Statement that the Director's have reviewed the adequacy of the system of internal controls.

2

4.4 Disclosure of the identification of risks the company is exposed to both internally externally

2

4.5 Disclosure of the strategies adopted to manage and mitigate the risks

2

5. Ethics and Compliance

10

5.1 Disclosure of statement of ethics and values, covering basic principles such as integrity, conflict of interest, compliance with laws and regulations etc..

2

5.2 Dissemination/communication of the statement of ethics & business practices to all directors and employees and their acknowledgement of the same

3

5.3 Board's statement on its commitment to establishing high level of ethics and compliance within the organization

2

5.4 Establishing effective anti-fraud programs and controls, including effective protection of whistle blowers, establishing a hot line reporting of irregularities etc.

3

6. REMUNERATION COMMITTEE

10

6.1 Disclosure of the charter (role and resposinbies) of the committee

2

6.2 Disclosure of the composition of the committee (majority of the committee should be non-executive directors, but should also include some executive directors)

2

6.3 Disclosure of key policies with regard to remuneration of directors, senior management and employees

2

6.4 Disclosure of number of meetings and work performed

2

6.5 Disclosure of Remuneration of directors, chairman, chief executive and senior executives.

2

7. HUMAN CAPITAL

5

7.1 Disclosure of general description of the policies and practices codified and adopted by the company with respect to Human Resource Development and Management, including succession planning, merit based recruitment, performance appraisal system, promotion and reward and motivation, training and development, grievance management and counselling.

5

8. COMMUNICATION TO SHAREHOLDERS STAKEHOLDERS

5

8.1 Disclosure of the Company's policy / strategy to facilitate effective communication with shareholders and other stake holders

2

8.2 Disclosure of company's policy on ensuring participation of shareholders in the Annual General Meeting and providing reasonable opportunity for the shareholder participation in the AGM.

3

9. ENVIRONMENTAL AND SOCIAL OBLIGATIONS

10

9.1Disclosure of general description of the company's policies and practices relating to social and environmental responsibility of the entity

5

9.2 Disclosure of specific activities undertaken by the entity in pursuance of these policies and practices

5

TOTAL

100

100