Corporate Governance

The Company strongly believes that good Corporate Governance is a pre-requisite for enhancing shareholders' long-term value. The Company's policies and practices are aimed at efficient conduct of business and effectively meeting its obligations to shareholders. The Company has been consistently improving transparency and accountability to all its stakeholders.

BOARD OF DIRECTORS

Composition and category of Directors

Attendance of Directors at the Meeting of Board of Directors (BoD) held during financial year 2002-03 and the Annual General Meeting (AGM) held on 23rd August, 2002 are as follows :

Seven Board Meetings were held during the year. They were held on 15th June, 2002, 27th July, 2002, 23rd August, 2002, 14th October, 2002, 21st November, 2002, 28th January, 2003 and 22nd March, 2003.

The record of attendance of Directors and Directorships of Public Limited Companies and Memberships of Board Committees :

During the year, Shri D. C. Mehta was elevated to the position of Vice-Chairman (non-executive) of the Company and Shri S. C. Mehta was appointed as Managing Director of the Company.

The Board of Directors appointed Shri A. C. Mehta as an Additional Director of the Company at its Meeting held on 22nd May, 2003.

COMMITTEES OF BOARD OF DIRECTORS

Audit Committee

Brief description of Terms of Reference :

To oversee the Company's financial reporting process, internal control systems, reviewing the accounting policies and practices, reports of the Company's internal auditors, cost auditors and financial statements audited by the statutory auditors as also to review financial and risk management policies.

Constitution : Constituted by the Board of Directors at its meeting held on 24th January, 2000.

Composition, Names of Members and record of attendance during the year : Consists of independent Directors as under :

Shareholders / Investors' Grievance Committee

Brief description of Terms of Reference :

To specifically look into redressal of complaints like transfer of shares, non-receipt of dividends, non-receipt of annual report etc. received from shareholders / investors and improve the efficiency in investors service, wherever possible.

Constitution : Constituted by the Board of Directors at its meeting held on 22nd January, 2001.

Composition, Names of Members and record of attendance during the year : Consists of Directors as under :

* member wef 28^th January 2003

Name & designation of Compliance Officers : Shri R. Sriraman - Company Secretary & Chief (Law), Shri K. Rajeeva - Senior Manager (Secretarial)

Details of Complaints received etc. during the year 2002-03

Remuneration Committee

No Remuneration Committee has been constituted by the Board of Directors of the Company.

Details of remuneration paid to Executive Directors for Financial Year 2002-03:

* upto 30th November, 2002 ** Appointed as Managing Director w.e.f. 1st December, 2002

Details of commission and sitting fees paid to Non-Executive Directors for Financial Year 2001-02 # :

Shri S. S. Marathe : Rs. 2,50,000; Shri A. C. Mehta : Rs. 35,000; Shri R. A. Shah: Rs. 2,50,000; Shri D. Basu :

Rs. 2,50,000; Shri O. P. Khungar : Rs. 1,00,000; Shri N. C. Singhal : Rs. 2,50,000; Industrial Development Bank of India (Shri Aloke Sengupta, Nominee Director) : Rs. 1,25,000 and General Insurance Corporation of India (Shri Y. D. Patil, Nominee Director) : Rs. 65,000 .

(# commission for 2002-03 is yet to be paid)

Apart from the above, the Company also pays sitting fees to Non-Executive Directors @ Rs. 3,000/- per Director for each meeting.

ANNUAL GENERAL MEETINGS

Details of last three Annual General Meetings held :

DISCLOSURES

i. Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large.

None of the transactions with any of the related parties were in conflict with the interests of the Company.

ii. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets during the last three years :

The Company has complied with the requirements of regulatory authorities on matters related to capital markets and no penalties/ strictures have been imposed against the Company during the last three years.

MEANS OF COMMUNICATION

The Company publishes its financial results every quarter in leading newspapers such as The Economic Times and Maharashtra Times. The results are also displayed on the Company's Website www.deepakgroup.com