CORPORATE GOVERNANCE REPORT FOR THE YEAR 2010-11

(As required under Clause 49 of the Listing Agreement with the Stock Exchange)

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Walchand’s philosophy is to adhere to the values of good governance on a consistent basis aimed at creation of long term sustainable value for all its stakeholders, be it internal or external, while meeting its relevant obligations.

Corporate Governance is the application of best management practices, compliance of laws and adherence to ethical standards to achieve the Company’s objective of enhancing stakeholder value and discharge of social responsibility. The Corporate Governance framework includes corporate structures, culture, policies and the manner in which the corporate entity deals with various stakeholders, with transparency being the key word. Accordingly, timely, adequate and accurate disclosure of information on the performance and ownership forms the cornerstone of Corporate Governance.

Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target.

Our Corporate Governance philosophy is based on the following principles;

1. Management must have the executive freedom to drive the enterprise forward without undue restraints and Management is the trustee of the shareholders capital and not the owner. This freedom of management should be exercised within a framework of effective accountability.

2. Provide an enabling environment to harmonise the goals of maximizing stakeholder value and maintaining a customer centric focus.

3. Have a simple and transparent corporate structure driven solely by business needs.

4. Communicate externally, in a truthful manner, about how the Company is running internally.

5. Make clear distinction between personal conveniences and corporate resources.

6. Be transparent and maintain a high degree of disclosure levels in all facets of its operations.

7. Satisfy the spirit of the law and not just the letter of the law.

The Company’s philosophy on Corporate Governance is thus concerned with the ethics, values and morals of the Company and its Directors, who are expected to act in the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.

Your Board of Directors presents the Corporate Governance Report for the year 2010-11.

2. BOARD OF DIRECTORS

a. Size and Composition of Board

The composition and category of Directors as on March 31, 2011 are as under:-

Name of Directors	Category	No. of Directorships in other Companies		No. of Membership/ Chairmanship of other Board Committees
		Public	Private & others	Member	Chairman
Ms. Pallavi Jha	Chairperson and Managing Director	-	2	-	-
*Mr. Sanjay Jha	Whole time	-	2	-	-
***Mr. M.N. Bhagwat	Independent Non-executive	3	-	-	1
**Dr. S.C. Jha	Independent Non-executive	-	-	-	-
Mr. V. K. Verma	Independent Non-executive	1	-	-	-
Ms. Poonam Barua	Independent Non-executive	-	1	-	-
Mr. Vijay Gupchup	Independent Non-Executive	3	1
Mr. Rajeev Dubey	Independent Non-Executive	8	3	4	2

Mr. Sanjay Jha – Re-appointed as a Director of the Company at the Annual General Meeting of the Company held on August 30, 2010 under Section 256 of the Companies Act, 1956.

** Dr. S. C. Jha – Re-appointed as an Independent Non-executive Director of the Company at the Annual General Meeting of the Company held on August 30, 2010 under Section 256 of the Companies Act, 1956.

*** Mr. M. N. Bhagwat - Re-appointed as an Independent Non-executive Director of the Company at the Annual General Meeting of the Company held on August 30, 2010 under Section 256 of the Companies Act, 1956.

**** Ms. Poonam Barua resigned with effect from May 10, 2011.

b. Attendance at Board Meeting and Annual General Meeting :-

During the accounting year 2010-11, 5 Board Meetings were held on May 10, 2010, June 28, 2010, August 9, 2010, October 25, 2010 and January 31, 2011.

The Annual General Meeting of the Company for the financial year 2009-2010 was held on August 30, 2010.

Attendance at Board Meeting and last Annual General Meeting:-

Name of Directors	No. of Board Meetings attended	Attendance at last AGM
Ms. Pallavi Jha	5	Present
Mr. Sanjay Jha	5	Present
Mr. M.N. Bhagwat	5	Present
Dr. S.C. Jha	4	Absent
Mr. V.K.Verma	4	Present
Ms. Poonam Barua	2	Absent
Mr. V.N. Gupchup	4	Present
Mr. Rajeev Dubey	5	Present

c. Board’s Functioning & Procedures: -

The Board has complete access to any information within the Company. At meetings of the Board, it welcomes the presence of Managers who can provide additional insights into the items being discussed.

The items placed at the Meeting of the Board include the following:-

· Unaudited Quarterly/Half Yearly financial results and Audited Annual Accounts of the Company, results and capital employed, for consideration and approval,

· Minutes of Meetings of Audit Committee and Share Holders Grievance Committee,

· Abstracts of circular resolutions passed,

· General notices of interest,

· Sale and/or purchase of investments, fixed assets,

· Review compliance of all laws applicable to the Company including the requirements of the Listing Agreement with the Stock Exchanges and steps taken by the Company to rectify instances of non compliances, if any,

· Related party transactions,

· Reviewing the Company’s Financial and Risk Management policies,

· Reviewing the business plan and strategy of the Company,

All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial /business plans, financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions.

The Minutes of the Meetings of the Board are circulated through email to all Directors and confirmed at the subsequent Meeting. The Minutes of the Audit Committee and Shareholders’ Grievance Committee are also are circulated through email to all Directors and thereafter tabled for discussion at the subsequent Board Meeting.

3. AUDIT COMMITTEE

Audit committee acts as a link between the Statutory and Internal Auditors and the Board of Directors. The primary objective of the Audit Committee is to provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures.

a. Size and Composition:-

The Board constituted an Audit Committee of Directors on April 26, 2001 having Mr. Sanjay Jha, Whole-Time Director and Dr. S. C. Jha, Non-Executive Independent Director as Members and Mr. M.N. Bhagwat, Non-Executive Independent Director as Chairman of the Committee. Mr. V.K. Verma, Non-Executive Independent Director was appointed as a Member of the Audit Committee with effective from April 12, 2006 by passing a circular resolution, which was noted by the Board at their meeting, held on April 28, 2006.

The Members of the Committee are well versed in finance / accounts, legal matters and general business practices.

b. Attendance at the Audit Committee Meetings:-

During the accounting year 2010-11, 5 Audit Committee Meetings were held on May 10, 2010, June 28, 2010, August 9, 2010, October 25, 2010 and January 31, 2011.

Name of Members	No. of Audit Committee Meetings attended
Mr. Sanjay Jha	5
Mr. M.N. Bhagwat	5
Dr. S.C. Jha	4
Mr. V.K.Verma	4

c. The functions of the Audit Committee include the following:-

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

· Recommending the appointment and removal of external Auditor, fixation of Audit fee and also approval for payment for any other expenses.

· Reviewing with Management the Annual/Half-yearly/Quarterly financial statements before submission to the Board.

· Reviewing with the Management, external and internal Auditors, and the adequacy of the internal control systems.

· Reviewing the adequacy of Internal Audit function, including reporting structure coverage and frequency of Internal Audit.

· Discussion with External Auditors before the Audit, nature and scope of Audit, any significant findings and follow up thereon as well as post-Audit discussion to ascertain any area of concern.

· Reviewing the findings of any internal investigations by 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.

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

· Related party transactions,

· To review the 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.

· To review the Management discussion and analysis of financial condition and results of operations.

· Such other functions as may be specified by the Board of Directors of the Company from time to time.

All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Member to enable the Committee to take informed decisions.

The Minutes of the Meetings of the Committee are circulated through email to all Members and confirmed at the subsequent Meeting.

4. REMUNERATION COMMITTEE

The purpose of the Committee shall be to discharge the Board’s responsibilities relating to formulation of compensation plans and policies of the Company’s Executive Directors.

a. Size and Composition:-

The Board constituted Remuneration Committee of Directors on April 29, 2004 having Mr. M.N.Bhagwat, Non-executive Independent Director, Mr. Shailesh Haribhakti, Non-executive Independent Director as Members and Dr. S. C. Jha, Non-executive Independent Director as Chairman of the Committee.

Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on October 27, 2005 as a result he ceased to be a member of remuneration committee.

Mr. V. K. Verma, Non- Executive Independent Director of the Company was appointed as a member of the Remuneration Committee with effective from April 4, 2007 by passing a circular resolution, which was noted by the Board at their meeting, held on April 26, 2007.

The broad terms of the Committee are to determine and review remuneration/compensation package of Managing Director and Whole Time Director of the Company.

b. Attendance at the Remuneration Committee Meetings:-

During the accounting year 2010-11, there were no meetings held during the year.

One Circular Resolution was passed by the Remuneration Committee for ratification of Managerial Remuneration paid to Ms. Pallavi Jha and Mr. Sanjay Jha for the period from April 2010 to July 2010, Re-appointment of Ms. Pallavi Jha as a Managing Director and Re-appointment of Mr. Sanjay Jha as a Whole-Time Director for a period of three years.

c. Disclosure of Remuneration paid :-

At present Non–executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings.

Details of remuneration paid to Directors during the accounting year ended March 31, 2011 are as under:

Name of Directors	Salary (Amt in Lacs)	Contribution to P.F. , Gratuity and Superannuation Fund (Amt in Lacs)	Perquisites (Amt in Lacs)	Sitting Fees (Amt in Lacs)	Total (Amt in Lacs)
Ms. Pallavi Jha	21.00	6.68	9.00	0.00	36.68
Mr. Sanjay Jha	21.00	6.68	9.00	0.00	36.68
Mr. M.N. Bhagwat	-	-	-	0.5	0.5
Dr. S. C. Jha	-	-	-	0.4	0.4
Mr. V.K.Verma	-	-	-	0.4	0.4
Ms. Poonam Barua	-	-	-	0.2	0.2
Mr. V.N.Gupchup	-	-	-	0.4	0.4
Mr. Rajeev Dubey	-	-	-	0.5	0.5

Note: - Except Ms. Pallavi Jha who is Chairperson and Managing Director and Mr. Sanjay Jha who is Whole Time Director all other Directors are Non- Executive Directors.

5. SHAREHOLDERS’ GRIEVANCE COMMITTEE

The Committee has the mandate to review, redress shareholders’ grievances, to approve all share transfers.

a. Size and Composition:-

The Company reconstituted Shareholders Grievance Committee in July 2001 to specifically look into the redressal of the shareholders grievances and also the share transfers and other investor related matters. The Committee consisted of Mr. Sanjay Jha - Chairman and Ms. Pallavi Jha – Member till 19^th January, 2009. As per the Provisions of the Clause 49(IV) (G) of the Listing Agreement a Non – Executive Director of the Company should be the Chairman of the Shareholders’ Grievance Committee. Hence, the Board of Directors in their Board Meeting dated 27^th January, 2009 appointed Mr. V. K. Verma, a Non-Executive Director as the Chairman of the Shareholders’ Grievance Committee in place of Mr. Sanjay Jha. Mr. Vivek Wadhavkar, Senior Manager (Accounts and Finance) has been designated as the Compliance Officer.

b. Meeting of the Shareholders’ grievance committee Meetings:-

During the accounting year 2010-11, fourteen Shareholders’ Grievance Committee Meetings were held on 05/04/2010, 21/04/2010, 03/05/2010, 17/05/2010, 13/07/2010, 16/07/2010, 02/08/2010, 16/08/2010, 01/10/2010, 01/11/2010, 02/12/2010, 17/02/2011, 02/03/2011, 18/03/2011.

c. The functions of the Shareholders’ Grievance Committee include the following:-

· Transfer /Transmission of shares,

· Issue of duplicate share certificates,

· Review of shares dematerialized and all other related matters,

· Monitors expeditious redressal of investors’ grievances,

· Non receipt of Annual report and declared dividend,

· All other matters related to shares.

d. Investor Grievance Redressal

Number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up are as under:

Type of Complaints	No. of complaints
Non Receipt of Annual Reports	1
Non Receipt of Dividend Warrants	0
Non Receipt of Shares lodged for Transfer/Exchange	0
Non Receipt of Certificates	0
Others(Duplicate/Transmission/Procedure etc)	0
TOTAL	1

During the accounting year ended March 31, 2011, 1 complaint was received from shareholder, the same was resolved as of date. All valid share transfers received during the accounting year ended March 31, 2011 have been acted upon. There were no share transfers pending as on March 31, 2011, for more than 30 days.

The Shareholders Grievance Committee continued to function effectively and held fourteen Meetings during the year under review. It continued to attend the matters related to Share Transfers and Transmission. This Committee has three Members, namely, Ms. Pallavi Jha, Chairperson & Managing Director, Mr. Sanjay Jha, Whole Time Director and Mr. V. K. Verma, Independent Non-Executive Director. Mr. Vivek Wadhavkar is designated as Compliance Officer. Ms. Pallavi Jha, Chairperson & Managing Director, Mr. Sanjay Jha, Whole time Director and Mr. V. K. Verma, Independent Non-Executive Director were present in all fourteen Meetings held during the year.

6. GENERAL BODY MEETINGS

a. The particulars of last three Annual General Meetings are as under:-

Financial Year	Day and Date	Location	Time
2007-2008	Tuesday, September 30, 2008	Walchand Hirachand Hall, Indian Merchant Chambers, IMC Marg, Churchgate, Mumbai – 400 020.	11.00 A.M.
2008- 2009	Wednesday, September 30, 2009	Walchand Hirachand Hall, Indian Merchant Chambers, IMC Marg, Churchgate, Mumbai – 400 020.	11.00 A.M.
2009-2010	Monday, August 30, 2010	Walchand Hirachand Hall, Indian Merchant Chambers, IMC Marg, Churchgate, Mumbai – 400 020.	11.30 A.M.

b. Whether any Special Resolutions were passed in the previous three AGM’s? Yes.

At the Annual General Meeting of the Shareholders held on August 30, 2010, Ms. Pallavi Jha was re-appointed as the Managing Director of the Company for a further period of 3 years with effect from July 26, 2010 and Mr. Sanjay Jha was re-appointed as the Whole Time Director of the Company for a further period of 3 years with effect from July 27, 2010.

7. DISCLOSURES

· The related party transactions as per Accounting Standard 18 is set out at note no. B - 3 of Schedule “P” in notes forming part of accounts in the Annual Report. These transactions are not likely to have any conflict with the Company’s interest except as stated in para 12 of Annexure to Auditors Report.

· The Company has complied with the requirements of the Stock Exchange (BSE), the Securities and Exchange Board of India (SEBI) and Statutory Authorities on all matters related to capital markets and no penalties / strictures were imposed on the Company during the last three years.

· During the year the following amounts were transferred to the Investor Education and protection fund :-

Particulars	Date of transfer	Amount (Rs.)
Matured Deposits	NIL	NIL
Interest on Matured Deposits	NIL	NIL
Matured Deposits	NIL	NIL
Interest on Matured Deposits	NIL	NIL
Matured Deposits	NIL	NIL
Unpaid Dividend	NIL	NIL

· Adoption of non mandatory requirements under Clause 49 of the Listing Agreement are being reviewed by the Board from time to time.

8. CODE OF CONDUCT

The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The Code is reviewed from time to time by the Board. The said Code has been communicated to the Directors and the Members of the Senior Management. The Code has also been posted on the Company’s website www.walchandpeoplefirst.com.

9. CEO/CFO CERTIFICATION

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results before the Board in terms of Clause 41 of the Listing Agreement.

10. TRADING IN THE COMPANY’S SHARES BY DIRECTORS AND DESIGNATED EMPLOYEES

In compliance with the SEBI (Prevention of Insider Trading) Regulations, 1992, our Company has appointed Mr. Vivek Wadhavkar as the Compliance Officer who is responsible for setting policies, procedures for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct for trading in Company’s securities under the overall supervision of the Board. The Company has adopted a Code of Conduct for Prevention of Insider Trading.

11. MEANS OF COMMUNICATION

· The Quarterly and Half-Yearly results of the Company are published in English and Marathi National dailies. The Financial results are also displayed on the website of the Company www.walchandpeoplefirst.com

· The Management Discussion and Analysis Report forms a part of this Annual Report, which is sent to each member by post.

· The Company informs the Stock Exchange all price sensitive matters or such other matters which are material and of relevance to the shareholders.

12. DISCLOSURES REGARDING APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS AS REQUIRED UNDER CLAUSE 49 IV G (i) OF THE LISTING AGREEMENT:-

In accordance with the provisions of Section 256 of the Companies Act, 1956, one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then, the number nearest to one-third, shall retire from the office. Accordingly two Directors of the Company viz. Mr. V. K. Verma and Ms. Pallavi Jha will be retiring by rotation at the ensuing Annual General Meeting of the Company. Mr. V. K. Verma and Pallavi Jha , being eligible, offer themselves for re-appointment.

Mr.V. K. Verma

V.K. Verma is a veteran in the HR field contributing over three and a half decades in seeking creative and homegrown solutions to complex issues in order to see organizations excel.

A B.E. in Electrical Engg and a Post Graduate in Business Management from XLRI, Jamshedpur, V.K. Verma as Head of Corporate HR at Tata Motors, had been instrumental in the restructuring of its workforce and the turnaround thereafter of the organization, a feat that has been included as a case study in IIM, Ahmadabad.

He has also been associated with CII’s Training Committee at the National level for well over a decade and was Chairman of the Training Committee of CII at the Regional level. He represented Tata Motors on the Society of IIM (Ahmadabad). He was also a member of the advisory Committee of Maharashtra Government’s Welfare Board. He continues to be a visiting faculty to several Management institutes.

He is amongst the select few HR professionals in India to have established Talent Management System with fast track options using Assessment & Development Center Technologies.

He was selected as Business Today’s Growth Managers in 2003 featuring in the magazine’s cover story. He was also conferred the Super Achiever Award 2003 by the Indira Group of Institutes, Pune.

Besides being an Independent Director on the Board of WPF Ltd, he has been on the Board of a couple of the subsidiary companies of Tata Motors. Currently, he is associated with the Group HR of Tata Sons and assists them in Organization Design & Development Projects in various Companies of the Tata Group.

Ms. Pallavi Jha

Pallavi Jha is the Chairperson & Managing Director of Walchand PeopleFirst Ltd a publicly listed company. Walchand PeopleFirst has international partnerships with some of the world's leading firms and brands such as Dale Carnegie, USA (training), and PerformanSe, France (Assessments).

Pallavi has diversified exposure to various management practices in areas such as training and development, HR, consulting and business restructuring, and lobbying, covering a wide range of industries from media, entertainment, technology to the financial services sector and the engineering industry.

She has been a vocal spokesperson for industry associations, and has chaired and moderated panel discussions involving India's leading business leaders. She has played a pioneering role in setting up India's first Finishing School focused on soft -skills training, the missing ingredient in the talent development and employability challenge confronting Indian industry. Additionally, she has been part of women's groups, which has encouraged first generation women entrepreneurs into taking business initiatives.

She has singularly led the India operations into the fastest growing region for Dale Carnegie Training, winning several global awards for service and sales excellence. She has been a keynote speaker and a panel member in various forums on business, HR, training and leadership. She has also been Chairperson of CII, Maharashtra Council.

She was Executive Director of India's leading construction company, HCC, an erstwhile Walchand Group company before starting off her own ventures. She also worked briefly in market research at Feedback Ventures and Proctor & Gamble.

Pallavi is an MBA from Syracuse University, New York and a graduate in humanities from St Xavier's College, Mumbai.

13. GENERAL SHAREHOLDER INFORMATION

a. Annual General Meeting

· Date : July 28, 2011.

· Time : 3.00 P.M.

· Venue : Walchand Hirachand Hall,

Indian Merchants’ Chamber,

IMC Marg, Churchgate, Mumbai – 400 020

b. Financial Calendar :

· Financial Reporting for

Quarter ending June 30, 2011	By 15^th August, 2011
Quarter/Half year ending Sept. 30, 2011	By 15^th November, 2011
Quarter ending December 31, 2011	By 15^th February, 2011
Quarter/Year ending March 31, 2012	By 15^th May, 2012

· Date of Book Closure: July 21, 2011 to July 28, 2011 (both days inclusive).

c. Market information

· Listing on Stock Exchange : The Bombay Stock Exchange Limited

· Listing fee for the year 2010-11 has been paid to the Stock Exchange.

· Stock Code- Physical : 501370 on The Bombay Stock Exchange Limited

· ISIN No. NSDL & CDSL : INE 695DO1013

· Market Price Data : High / Low price during each

month of 2010-11 on The Bombay Stock Exchange Limited and BSE Sensex are as under:

SHARE PRICES OF WALCHAND PEOPLEFIRST LIMITED								BSE SENSEX
Months	Open Price	High Price	Low Price	Close Price	No. of Shares	No. of Trades	Total Turnover (Rs.)	High Price	Low Price	Close Price
Apr-10	1860	2145	1816	1922.05	3578	862	7040121	18,047.86	17,276.80	17,558.71
May-10	1880	1985	1620	1660	1771	468	3126885	17536.86	15,960.15	16,944.63
Jun-10	1701	2138.45	1671	1848.40	5427	952	10338972	17,919.62	16,318.39	17,700.90
Jul-10	1811	2142.95	1786.05	1855.5	4643	1160	9172351	18,237.56	17,395.58	17,868.29
Aug-10	1866.10	2300	1810.05	1859.70	10988	1962	22372751	18,475.27	17,819.99	17,971.12
Sep-10	1938	2020	1722.2	1736.70	5105	1217	9516066	20,267.98	18,027.12	20,069.12
Oct-10	1797.95	2070	1750	1753.70	6131	1497	11574818	20,854.55	19,768.96	20,032.34
Nov-10	1751	1890	1465.05	1486.50	5190	1236	8757711	21,108.64	18,954.82	19,521.25
Dec-10	1499.90	1609	1305.05	1392.05	2867	768	4189329	20,552.03	19,074.57	20,509.09
Jan-11	1395.05	1705	1325	1345	2782	931	4119449	20,664.80	18,038.48	18,327.76
Feb-11	1338	1464	1131	1275.40	2605	676	3467847	18,690.97	17,295.62	17,823.40
Mar-11	1275.15	1485	1251	1315.45	3323	1018	4488967	19,575.16	17,792.17	19,445.22

d. Share Transfer System and other related matters

· Registrar and Share Transfer Agent :

For both physical & demat segments:

M/s. Computech Sharecap Limited.

“Computech”, 147, Mahatma Gandhi Road,

Fort, Mumbai – 400 023

Tel No: 22635001-2

Fax No.: 22635005

Email : helpdesk@computechsharecap.com

· Share Transfer System :

The shares lodged for transfer are processed by the Registrar and Share Transfer Agent and are approved by Shareholders Grievance Committee. Shares sent for transfer in physical form are registered and returned within a maximum period of 30 days from the date of receipt, subject to documents being valid and complete in all respects. Similarly all requests for demat are received and processed by the Registrar and Transfer Agents and confirmations given to the depositories within the prescribed time limit.

· Nomination Facility for Shareholding :

As per the provisions of the Companies Act, 1956, facility for making nominations is available for shareholders, in respect of the shares held by them. Nomination forms can be obtained from the Registrar and Share Transfer agents of the Company.

· Payment of Dividend through Electronic Clearing Service:

The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the depositories for depositing dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. In the absence of ECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend.

· Unclaimed Dividends :

Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Mr. Vivek Wadhavkar, Compliance Officer, at the Company’s registered office. Members are requested to note that dividends not enchased or claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will, as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

· Correspondence regarding Change in Address:

Members are requested to address all correspondences, including dividend matters, to the Registrar and Share Transfer Agents, M/s. Computech Sharecap Limited, “Computech”, 147, Mahatma Gandhi Road, Fort, Mumbai – 400 023, Tel No: 22635001-5002, Fax No.: 22635005, Email:helpdesk@computechsharecap.com

· Distribution of Share holding as on 31.3.2011

NO. OF EQUITY SHARES HELD	NO. OF SHARE-HOLDERS	% OF SHARE-HOLDERS	NO. OF SHARES HELD	% OF SHARE HOLDING
1 - 50	7616	95.69	61948	21.33
51 - 100	194	2.44	14606	5.03
101 - 200	80	1.01	11124	3.83
201 - 300	26	0.33	6525	2.25
301 - 400	16	0.20	5512	1.90
401 - 500	4	0.05	1850	0.64
501 - 1000	12	0.15	8625	2.97
1001 AND ABOVE	11	0.14	180199	62.05
TOTAL	7959	100	290389	100

Shareholding Pattern as on 31.3.2011

Category	No. of Shares held	Percentage to total (%)
a. Promoters, Directors & Promoter group	148632	51.18
b. Mutual Funds	Nil	0.00
c. Banks, FIs & Insurance Cos.	4131	1.42
d. Foreign Institutional Investors (FIIs)	Nil	0.00
e. Bodies Corporate	13774	4.74
f. Indian Public	123627	42.57
g. Pakistan Enemy Cases	225	0.08
Total	290389	100.00

· Dematerialisation of Shares : The shares of the Company can be

held and traded in electronic form 79.46 % (230741 no. of shares) of the Company’s share holdings have been dematerialised as on 31.3.2011

· Outstanding GDRs/ ADRs : Nil

/ Warrants or any convertible

Instrument, conversion date

and likely impact on equity

· Plant Location : Not Applicable.

· Address for Correspondence

: WALCHAND PEOPLEFIRST LIMITED

1, Construction House

5, Walchand Hirachand Marg,

Ballard Estate, Mumbai – 400 001

Tel: 22618095/8096, 67818181

Fax: 22610574

Email:vivek@walchandgroup.com

www.walchandpeoplefirst.com