CORPORATE GOVERNANCE REPORT FOR THE YEAR 2005-06

(As required under clause 49 of the Listing Agreements with the Stock Exchanges)

1. Company’s philosophy on Code of Governance

Corporate governance is about commitment to values and ethical business conduct. An organization is able to attract investors, and enhance the trust and confidence of all stakeholders by following the best governance practices.

Corporate governance guidelines and best practices in India have evolved over a period of time and your Company has always been committed to the best governance practices.

Our governance philosophy is based on the following:-

  1. Management is the trustee of the shareholders’ capital and not the owner.
  2. Have a simple and transparent corporate structure driven solely by business needs.
  3. Communicate externally, in a truthful manner, about how the company is run internally,
  4. Make clear distinction between personal conveniences and corporate resources.
  5. Be transparent and maintain a high degree of disclosure levels.
  6. Satisfy the spirit of the law and not just the letter of the law.

At the core of our governance practice is the Board, which is comprised of an equal number of independent and non-independent Directors. Further the Audit Committee and the Remuneration Committee comprise of independent directors.

2. Board of Directors

  1. Size and Composition of Board

    The composition and category of Directors as on March 31, 2006 are as under:-

    Name of Directors Category
    No. of other Directorships Public Private
    No. of other Committees Member Chairman
    Ms. Pallavi Jha Chairperson and Managing Director
    1
    2
    -
    -
    Ms. Kamalini Bahubali Non-executive
    -
    1
    -
    -
    Mr. Sanjay Jha Non-executive
    -
    2
    -
    -
    Mr. M.N. Bhagwat Independent Non-executive
    7
    -
    1
    4
    Dr. S.C. Jha Independent Non-executive
    1
    -
    -
    -
    *Mr. V.K.Verma Independent Non-executive
    -
    -
    -
    -

    *Mr. V.K. Verma – Appointed as an additional Director at the Board Meeting held on January 27, 2006.

    **Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on October, 27 2005.

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

    During the accounting year 2005-06, four Board Meetings were held on April 21, 2005, July 29, 2005, October 27, 2005 and January 27, 2006.

    The Annual General Meeting of the Company was held on December 27th, 2005.

    Attendance at Board Meeting and last Annual General Meeting:-

    Name of Directors
    No. of Board Meetings attended
    Attendance at last AGM
    Ms. Pallavi Jha
    4
    Present
    Ms. Kamalini Bahubali
    3
    Present
    Mr. Sanjay Jha
    4
    Present
    Mr. M.N. Bhagwat
    3
    Present
    Dr. S.C. Jha
    3
    Absent
    **Mr. Shailesh Haribhakti
    2
    -
    *Mr. V.K.Verma
    -
    -


    **Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on October, 27 2005

    *Mr. V.K. Verma –Appointed as an additional Director at the Board Meeting held on January, 27 2006.

  3. 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 including segment wise revenue, results and capital employed, for consideration and approval,
    • Minutes of meetings of audit, share holders grievance committee ,
    • remuneration 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, Remuneration Committee and shareholders’ grievance committee are also individually given to the Board 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.

  1. Size and Composition :-

    The Board constituted an Audit Committee of Directors on April 26, 2001 having Mr. Sanjay Jha, Non-Executive 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. With effect from April 19, 2004, Mr. Shailesh Haribhakti, Non-Executive Independent Director was also appointed as Member of the Audit Committee. Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on 27ST Octobern 2005 as a result he ceased to be a member of the audit committee of the Company. Mr. V.K. Verma was appointed as an additional Director at the Board Meeting held on January 27, 2006 and he was appointed as a member of the Audit Committee on 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.
  2. Attendance at the Audit Committee Meetings :-

    During the accounting year 2005-06, four Audit Committee Meetings were held on April 21, 2005, July 29, 2005, October 27, 2005 and January 27, 2006.

    Name of Directors No. of Audit Committee Meetings attended
    Mr. Sanjay Jha
    4
    Mr. M.N. Bhagwat
    3
    Dr. S.C. Jha
    3
    **Mr. Shailesh Haribhakti
    -
    *Mr. V.K.Verma
    -


    **Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on October 27, 2005

    *Mr. V.K. Verma –Appointed as an additional Director at the Board Meeting held on January 27, 2006 and appointed as a member of Audit committee on April 12, 2006.

  3. The functions of the Audit Committee include the following :-
    • Oversee 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 management, external and internal auditors, the adequacy of the internal control systems.
    • Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading of the department, reporting structure coverage and frequency of internal audit.
    • Discussion with external auditors before the audit, any significant findings and follow up thereon.
    • 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.
    • Discussion with external auditors before the audit commences, nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.
    • Reviewing the company’s financial and risk management policies.
    • 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.
    • 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.
    • To recommend re-appointment of Statutory Auditors and to fix their remuneration.

      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 Member to enable the Committee to take informed decisions.

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

    The Statutory Auditors, Associate Vice President (Accounts & Finance) and Managing Director are invitees to the Audit Committee Meetings.

4. Remuneration Committee

The purpose of the committee shall be to discharge the Board’s responsibilities relating to compensation of the Company’s executive directors and senior management compensation plans, policies and programs.

  1. Size and Composition :-
    The Board constituted Remuneration Committee of Directors on April 29, 2004 having Mr. M.N. Bhagwat, Non-executive Independent Director and Mr. Shailesh Haribhakti, Non-executive Independent Director as Members and Dr. S. C. Jha, Non-executive Independent Director as Chairman of the Committee. The broad terms of the Committee are to determine and review remuneration / compensation package of Managing Director / Whole Time Director of the Company. 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.
  2. 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, 2006 are as under:

    Name Of Directors
    Salary Rs. Lacs
    Contribution To P.F. Gratuity and Superannuation Fund (Rs.Lacs)
    Perquisites Rs. Lacs
    Sitting Fees Rs.Lacs
    Ms. Pallavi Jha
    15.27
    4.37
    5.21
    Nil
    Ms. Kamalini Bahubali
    Nil
    Nil
    Nil
    0.24
    Mr. Sanjay Jha
    Nil
    Nil
    Nil
    0.32
    Mr. M.N. Bhagwat
    Nil
    Nil
    Nil
    0.24
    Dr. S. C. Jha
    Nil
    Nil
    Nil
    0.24
    **Mr. Shailesh Haribhakti
    Nil
    Nil
    Nil
    0.16
    *Mr. V.K.Verma
    Nil
    Nil
    Nil
    Nil

    **Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on October 27, 2005

    *Mr. V.K. Verma –Appointed as an additional Director at the Board Meeting held on January 27, 2006

    Note :- Except Ms. Pallavi Jha who is Chairperson and Managing 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.

  1. 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 consists of Mr. Sanjay Jha - Chairman and Ms. Pallavi Jha - Member. Mr. Sadanand Marathe, Associate Vice President (Accounts & Finance) has been designated as the Compliance Officer.

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

    During the accounting year 2005-06, twenty five Shareholders’ grievance committee Meetings were held on 01/01/2005, 01/02/2005, 15/02/2005, 01/03/2005, 15/03/2005, 01/04/2005, 03/05/2005, 23/05/2005, 01/06/2005, 16/06/2005, 18/07/2005, 01/08/2005, 18/08/2005, 01/09/2005, 01/10/ 2005, 16/10/2005, 01/11/2005, 01/12/2005, 16/12/2005, 02/01/2006, 16/01/2006, 02/02/2006, 17/02/2006, 02/03/2006 and 20/03/2006.

  3. 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.

    During the accounting year ended March 31, 2006, 3 complaints were received from shareholders, all of which have been attended/ resolved as of date. All valid share transfers received during the accounting year ended March 31, 2006 have been acted upon. There were no share transfers pending as on March 31, 2006, for more than 30 days.

6. General Body Meetings

The particulars of last four Annual General Meetings are as under : -

Financial Year
Day and Date
Location
Time
2001-2002 Wednesday, September 18, 2002 Babasaheb Dahanukar Sabhagriha, Maharashtra Chamber of Commerce and Industry, 6th Floor, Oricon House, 12, K. Dubhash Marg Mumbai 400 001 10.30 A.M
2002-2003 Tuesday September 23. 2003 Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400 020 11.00 A.M.
2003-2004 Tuesday September 28. 2004 Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400 020 11.30 A.M.
2004-2005 Tuesday, December 27, 2005 Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400 020 10.30 A.M.

Whether any Special Resolution was passed in the previous three AGMs? Yes.

Pursuant to the Order dated April 29, 2005 passed by the High Court of Judicature at Bombay, a meeting of the Shareholders was convened on June 27, 2005 at 10.00 A.M. at the registered office of the company situated at Construction House, 1ST Floor, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai – 400 001 for approving the Scheme of Amalgamation of Walchand. Com Private Limited and Walchand Securities Private Limited, wholly owned subsidiaries of the Company with the Company.

7. Disclosures

  • The name of the Company has been changed from WALCHAND CAPITAL LIMITED to WALCHAND PEOPLEFIRST LIMITED vide certificate dated February 2, 2006, issued by the Registrar of Companies, Maharashtra –Mumbai.
  • The related party transactions as per Accounting Standard 18 is set out at note no. 5 of Schedule “N “ in notes forming part of accounts in the Annual Report. These transactions are not likely to have any conflict with the Company’s interest.
  • The Company has complied with the requirements of the Stock Exchanges, 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.
  • No penalty has been imposed on the Company by the Stock Exchange (BSE) or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during last three years.
  • During the year the following amounts were transferred to the Investor Education and protection fund :-

    Particulars Amount (Rs.)
    Matured Deposits 10,000
    Interest on Matured Deposits 275
    Matured Deposits 10,000
    Interest on Matured Deposits 275
    Unpaid Dividend 1,77,160

  • The Company is registered with the Reserve Bank of India as a Non Banking Financial Company (NBFC). The Company is in process of getting de-registered as a NBFC.
  • 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. 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. Sadanand Marathe 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.


10. Means of Communication :-

  • The quarterly and half-yearly results of the Company are published in English and Marathi national dailies.
  • The Company is complying with EDIFAR requirement as directed by SEBI. The shareholders can view entries by logging into the Website ‘sebiedifar.nic.in’
  • 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 and subsequently issues a Press Release on the said matters.

11. General Shareholder Information :-

  1. Annual General Meeting
    • Date : July 28, 2006
    • Time : 10.30.A. M.
    • Venue : Walchand Hirachand Hall, Indian Merchants’Chamber, IMC Marg, Churchgate, Mumbai – 400 020

  2. Financial Calendar :-
    • Financial Reporting for

      Quarter ending June 30,2006 By end July 2006
      Quarter/Half year ending Sept. 30, 2006 By end October 2006
      Quarter ending December 31 , 2006 By end January 2006
      Quarter/Year ending March 31, 2007 By end April 2007

    • Date of Book Closure : July 21, 2006 to July 28, 2006 (both days inclusive)
    • Dividend payment Date : On or after July 28, 2006 but within the statutory time limit of 30 days, subject to shareholders approval.
  3. Market information
    • Listing on Stock Exchange : The Stock Exchange, Mumbai.
    • Listing fee for the year 2006-07 has been paid to the Stock Exchange.
    • Stock Code- Physical : 501370 on The Stock Exchange, Mumbai
    • ISIN No. NSDL & CDSL : INE 695DO1013
    • Market Price Data : High / Low price during each month of 2005-06 on The Stock Exchange, Mumbai and BSE Sensex are as under:

      WALCHAND PEOPLEFIRST LIMITED
      BSE
      Date

      Open
      (Rs.)
      High
      (Rs.)
      Low
      (Rs.)
      Close
      (Rs.)
      No. of Shares
      No. of Trades
      Net T/O (Rs.)
      High
      (Rs.)
      Low
      (Rs.)
      Close
      (Rs.)
      2005 Apr 330.75 349.00 256.50 282.75 1725 175 521,250.00 66.6.41 6134.86 6379.29
      May 282.75 407.00 261.00 390.35 19044 558 7,037,069.00 6715.11 6195.15 6715.11
      Jun 399.00 739.30 395.00 585.35 22717 1266 13,737,866.00 7193.85 6655.56 7193.85
      Jul 605.00 605.00 525.00 531.00 3856 342 2,161,650.00 7635.42 7145.13 7635.42
      Aug 557.55 693.00 522.30 632.15 7775 564 4,802,307.00 7859.53 7595.57 7805.43
      Sept 640.00 662.70 505.10 505.10 5329 420 3,205,726.00 8650.17 7876.15 8634.48
      Oct 525.00 552.00 395.05 395.05 2453 178 1,157,654.00 8799.96 7685.64 7892.32
      Nov 414.80 519.75 414.80 500.00 1669 161 808,128.00 8994.94 7944.1 8788.81
      Dec 477.10 550.00 468.05 480.40 1452 161 729,326.00 9397.93 8815.53 9397.93
      2006 Jan 504.00 594.00 471.00 528.70 3758 256 1,950,115.00 9919.89 9237.53 9919.89
      Feb 510.00 615.70 483.00 528.00 4574 378 2,553,360.00 10370.24 9742.58 10370.24
      Mar 545.10 553.00 455.50 480.00 6137 395 3,100,367.00 11307.04 10508.85 11279.96




  4. 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: 22671824-25-26
      Fax No.: 22670380
      Email: helpdesk@computechsharecap.com

    • Share Transfer System :
      The shares lodged for transfer are processed by the Registrar and 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 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. Sadanand Marathe, Compliance Office, 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 205 A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

    • Correspondence regarding Change in Address:
      Member 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: 22671824-25-26, Fax No.: 22670380, Email: helpdesk@computechsharecap.com

    • Distribution of Share holding as on 31.3.2006

      NO. OF EQUITY
      SHARES HELD      		 NO. OF SHAREHOLDERS % OF SHAREHOLDERS NO. OF
      SHARES HELD      		 % OF
      SHARE HOLDING
      1 - 50 4910 93.29% 48246 16.93%
      51 - 100 209 3.97% 16710 5.87%
      101 - 200 78 1.48% 11589 4.07%
      201 - 300 22 0.42% 5431 1.91%
      301 - 400 13 0.25% 4487 1.57%
      401 - 500 8 0.15% 3775 1.33%
      501 - 1000 10 0.19% 6592 2.31%
      1001 AND ABOVE 13 0.25% 188060 66.01%
      TOTAL 5263 100.00% 284890 100%


    • Shareholding Pattern as on 31.3.2006

      Category No. of Shares held Percentage to total (%)
      a. Promoters, Directors & Relatives 141797 49.77
      b. Mutual Funds / UTI Nil Nil
      c. Banks, FIs & Insurance Cos. 5110 1.79
      d. Foreign Institutional Investors (FIIs) Nil Nil
      e. Domestic Companies 16948 5.95
      f. NRIs/OCBs/Pak Enemy Cases 1398 0.49
      g. Public 119637 41.99
      Total 284890 100.00




    • Dematerialisation of Shares :
      The shares of the Company can be held and traded in electronic form 73.54 % (215202 no. of shares) of the Company’s share holdings have been dematerialised as on 31.3.2006

    • 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
      Walchand Hirachand Marg,
      Ballard Estate, Mumbai – 400 001
      Tel : 22618095, 22702870
      Fax : 22610574
      Email: reshma@walchandgroup.com
      www.walchandpeoplefirst.com

 

D E C L A R A T I O N

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Management Personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended 31st March 2006.


For WALCHAND PEOPLEFIRST LIMITED


Chairperson & Managing Director
Mumbai
Date : April 28 , 2006

 

 

 

 


CHIEF EXECUTIVE OFFICER (CEO) and CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

We, Pallavi Jha, Chairperson & Mananging Director and Sadanand Marathe, Associate Vice President & Compliance Officer, of WALCHAND PEOPLEFIRST LIMITED, to the best of our knowledge and belief, certify that:

  1. We have reviewed the balance sheet and profit and loss account and notes on accounts, as well as the cash flow statements and the directors’ report;

  2. Based on our knowledge and information, these statements do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the statements made;

  3. Based on our knowledge and information, the financial statements and other financial information included in this report, fairly present in all material respects, the financial condition, results of the operations and cash flows of the Company as of, and for, the periods presented in this report, and are in compliance with the existing accounting standards and/or applicable laws and regulations.

  4. To the best of our knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or violative of the Company’s Code of Conduct.

  5. The Company’s other certifying officers and we, are responsible for establishing and maintaining disclosure controls and procedures for the Company, and we have :
    1. a. designed such disclosure controls and procedures to ensure that material information relating to the Company, is made known to us by others within those entities particularly during the period during which this report is being prepared; and
    2. evaluated the effectiveness of the company’s disclosure, controls and procedures.

  6. The Company’s other certifying officers and we, have disclosed based on our most recent evaluation, wherever applicable, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors (and persons performing equivalent functions):
    1. all significant deficiencies in the design or operation of internal controls , which could adversely affect the Company’s ability to record, process, summarize and report financial data, and have identified for the Company’s auditors, any material weakness in internal controls;
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal controls;
    3. the company’s other certifying officers and we, have indicated in this report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness; and
    4. all significant changes in the accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements.

  7. In the event of any materially significant misstatements or omissions, the signing officers will return to the Company that part of any bonus or incentive or equity –based compensation, which was inflated on account of such errors, as decided by the Audit Committee;

  8. We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct);

  9. We further declare that all Board members and senior managerial personnel have affirmed compliance with the code of conduct for the current year.


Pallavi Jha
Chairperson & Managing Director
 Sadanad Marathe
Associate Vice President & Compliance Officer

Mumbai
Date:- April 28, 2006