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                                                                 Exhibit 99.3


AUDIT COMMITTEE CHARTER

1.       PRIMARY OBJECTIVES OF THE AUDIT COMMITTEE

         The primary objective of the Audit Committee (the "Committee") is to
         monitor and provide effective supervision of the management's financial
         reporting process with a view to ensure accurate, timely and proper
         disclosures and the transparency, integrity and quality of financial
         reporting.

         The Committee oversees the work carried out in the financial reporting
         process - by the management, including the internal auditors and the
         independent auditor - and notes the processes and safeguards employed
         by each.

2.       RESPONSIBILITIES OF THE AUDIT COMMITTEE

         2.1      Provide an open avenue of communication between the
                  independent auditor, internal auditor, and the board of
                  directors ("BoD").

         2.2      Meet four times every year or more frequently as circumstances
                  require. The Committee may ask members of management or others
                  to attend meetings and provide pertinent information as
                  necessary.

         2.3      Confirm and assure the independence of the external auditor
                  and objectivity of the internal auditor.

         2.4      Appoint, compensate and oversee the work of the independent
                  auditor (including resolving disagreements between management
                  and the independent auditors regarding financial reporting)
                  for the purpose of preparing or issuing an audit report or
                  related work.

         2.5      Review and pre-approve all related party transactions in the
                  Company; For this purpose, the Committee may designate one
                  member who shall be responsible for pre-approving related
                  party transactions;

         2.6      Review with the independent auditor the co-ordination of audit
                  efforts to assure completeness of coverage, reduction of
                  redundant efforts, and the effective use of all audit
                  resources.

         2.7      Consider and review with the independent auditor and the
                  management:

                  (a) The adequacy of internal controls including computerised
         information system controls and security; and

                  (b) Related findings and recommendations of the independent
         auditor and internal auditor together with management's responses.

         2.8      Consider and, if deemed fit, pre-approve all non-auditing
                  services to be provided by the independent auditor to the
                  Company. Any approval by the Committee of a non-audit service
                  to be performed by the independent auditor shall be disclosed
                  in the Company's periodic reports filed with the SEC. For the
                  purpose of this clause, "non-auditing services" shall mean any
                  professional services provided to the Company by the
                  independent auditor, other than those provided to the Company
                  in connection with an audit or a review of the financial
                  statements of the Company and includes (but is not limited
                  to):

                  -    Bookkeeping or other services related to the accounting
                       records of financial statements of the Company;

                  -    Financial information system design and implementation;

                  -    Appraisal or valuation services, fairness opinions, or
                       contribution-in-kind reports;

                  -    Actuarial services;

                  -    Internal audit outsourcing services;

                  -    Management functions or human resources;

                  -    Broker or dealer, investment advisor, or investment
                       banking services;

                  -    Legal services and expert services unrelated to the
                       audit; and

                  -    Any other service that the BoD determines is
                       impermissible.

         2.9      Review and discuss with management and the independent
                  auditors the annual audited financial statements and quarterly
                  unaudited financial statements, including the Company's
                  disclosures under "Management Discussion and Analysis of
                  Financial Condition and Results of Operations" prior to filing
                  the Company's Annual Report on Form 20-F and Quarterly Results
                  on Form 6-K, respectively with the SEC.

         2.10     Direct the Company's independent auditors to review before
                  filing with the SEC the Company's interim financial statements
                  included in Quarterly Reports on Form 6-K, using professional
                  standards and procedures for conducting such reviews.

         2.11     Conduct a post-audit review of the financial statements and
                  audit findings, including any significant suggestions for
                  improvements provided to management by the independent
                  auditors;

         2.12     Review before release the unaudited quarterly operating
                  results in the Company's quarterly earnings release;

         2.13     Oversee compliance with the requirements of the SEC and SEBI,
                  as the case may be, for disclosure of auditor's services and
                  audit Committee members, member qualifications and activities;

         2.14     Review, approve and monitor the code of ethics that the
                  Company plans to for its senior financial officers;

         2.15     Review management's monitoring of compliance with the
                  Company's standards of business conduct and with the Foreign
                  Corrupt Practices Act;

         2.16     Review, in conjunction with counsel, any legal matters that
                  could have a significant impact on the Company's financial
                  statements;

         2.17     Provide oversight and review at least annually of the
                  Company's risk management policies, including its investment
                  policies;

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         2.18     Review the Company's compliance with employee benefit plans;

         2.19     Oversee and review the Company's policies regarding
                  information technology and management information systems;

         2.20     If necessary, institute special investigations with full
                  access to all books, records, facilities and personnel of the
                  Company;

         2.21     As appropriate, obtain advice and assistance from outside
                  legal, accounting or other advisors. (The Company shall
                  provide sufficient funds at the disposal of the Committee for
                  paying fees of such advisors and the ordinary administrative
                  expense of the Committee as determined by the Committee);

         2.22     Review its own charter, structure, processes and membership
                  requirements;

         2.23     Provide a report in the Company's proxy statement in
                  accordance with the rules and regulations of the SEC;

         2.24     Establish procedures for receiving, retaining and treating
                  complaints received by the Company regarding accounting,
                  internal accounting controls or auditing matters and
                  procedures for the confidential, anonymous submission by
                  employees of concerns regarding questionable accounting or
                  auditing matters.

         2.25     Consider and review with management, internal auditor and the
                  independent auditor.

                  (a)      Significant findings during the year, including the
                           status of previous audit recommendations;

                  (b)      Any difficulties encountered in the course of audit
                           work including any restrictions on the scope of
                           activities or access to required information;

                  (c)      Any changes required in the planned scope of the
                           internal audit plan.

         2.26     Report periodically to the BoD on significant results of the
                  foregoing activities.

3.       COMPOSITION OF THE AUDIT COMMITTEE

         3.1      The Committee shall consist solely of `independent' directors
                  (as defined in (i) NASDAQ Rule 4200 and (ii) the rules of the
                  Securities and Exchange Commission.) of the Company and shall
                  be comprised of a minimum of three directors. Each member will
                  be able to read and understand fundamental financial
                  statements, in accordance with the NASDAQ National Market
                  Audit Committee requirements; they should be diligent,
                  knowledgeable, dedicated, interested in the job and willing to
                  devote a substantial amount of time and energy to the
                  responsibilities of the Committee, in addition to BoD
                  responsibilities. At least one of the members shall be a
                  "Financial Expert" as defined in Section 407 of the Sarbanes
                  Oxley Act. The members of the Committee shall be elected by
                  the BoD and shall continue until their successors are duly
                  elected. The duties and responsibilities of a member are in
                  addition to those applicable to a member of the BoD. In
                  recognition of the time burden associated with the service
                  and, with a view to bring in fresh insight, the Committee may
                  consider limiting the term of Audit Committee service, by
                  automatic rotation or by other means. One of the members shall
                  be elected as the chairman either by the full BoD or by the
                  members themselves, by majority vote.

4.       RELATIONSHIP WITH INDEPENDENT AND INTERNAL AUDITORS

         4.1      The Committee has the ultimate authority and responsibility to
                  select, evaluate, and, where appropriate, replace the
                  independent auditors in accordance with law. All possible
                  measures must be taken by the Committee to ensure the
                  objectivity and independence of the independent auditors.
                  These include:

                  -    reviewing the independent auditors' proposed audit scope,
                       approach and independence;

                  -    obtaining from the independent auditors periodic formal
                       written statements delineating all relationships between
                       the auditors and the Company, consistent with applicable
                       regulatory requirements and presenting this statement to
                       the BoD;

                  -    actively engaging in dialogues with the auditors with
                       respect to any disclosed relationships or services that
                       may impact their objectivity and independence and take,
                       or recommend that the full BoD take appropriate action to
                       ensure their independence;

                  -    require and encourage the independent auditors to open
                       and frank discussions on their judgements about the
                       quality, not just the acceptability of the Company's
                       accounting principles as applied in its financial
                       reporting, including such issues as the clarity of the
                       Company's financial disclosures and degree of
                       aggressiveness or conservatism of the Company's
                       accounting principles and underlying estimates and other
                       significant decisions made by the management in preparing
                       the financial disclosure and audited by them;

                  -    require the independent auditor, carrying out the attest
                       function in conformity with US GAAS, to perform an
                       interim financial review as required under Statement of
                       Auditing Standards 71 of the American Institute of
                       Certified Public Accountants and also discuss with the
                       Committee or its chairman, and an appropriate
                       representative of Financial Management and Accounting, in
                       person or by telephone conference call, the matters
                       described in SAS 61, Communications with the Committee,
                       prior to the Company's filing of its Form 6-K (and
                       preferably prior to any public announcement of financial
                       results), including significant adjustments, management
                       judgement and accounting estimates, significant new
                       accounting policies, and disagreements with management;
                       and

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                  -    reviewing reports submitted to the Committee by the
                       independent auditors in accordance with the applicable
                       SEC requirements.

         4.2      The internal auditors of the Company are in the best position
                  to evaluate and report on the adequacy and effectiveness of
                  the internal controls. Keeping in view the need for the
                  internal auditors' independence from management in order to
                  remain objective, a formal mechanism should be created to
                  facilitate confidential exchanges between the internal
                  auditors and the Committee, regardless of irregularities or
                  problems. The work carried out by each of these auditors needs
                  to be assessed and reviewed with the independent auditors and
                  appropriate recommendations made to the BoD.

5.       DISCLOSURE REQUIREMENTS

         5.1      The Committee charter should be published in the annual report
                  once every three years and also whenever any significant
                  amendment is made to the charter.

         5.2      The Committee shall disclose in the Company's Annual Report
                  whether or not, with respect to the concerned fiscal year:

                  -    management has reviewed the audited financial statements
                       with the Committee, including a discussion of the quality
                       of the accounting principles as applied and significant
                       judgements affecting the Company's financial statements;

                  -    the independent auditors have discussed with the
                       Committee their judgements of the quality of those
                       principles as applied and judgements referred to above
                       under the circumstances;

                  -    the members of the Committee have discussed among
                       themselves, without management or the independent
                       auditors present, the information disclosed to the
                       Committee as described above;

                  -    the Committee, in reliance on the review and discussions
                       conducted with management and the independent auditors
                       pursuant to the requirements above, believes that the
                       Company's financial statements are fairly presented in
                       conformity with Generally Accepted Accounting Principles
                       ("GAAP") in all material respects; and

                  -    the Committee has satisfied its responsibilities in
                       compliance with its charter.

         5.3      The Committee shall secure compliance that the BoD has
                  affirmed to the NASD/Amex Stock Exchange on the following
                  matters, as required in terms of the relevant NASD/Amex rules:

                  -    Composition of the Committee and independence of
                       Committee members;

                  -    Disclosures relating to non-independent members;

                  -    Financial literacy and financial expertise of members;
                       and

                  -    Review of the Committee charter.

         5.4      The Committee shall report to shareholders as required by the
                  relevant rules of the Securities and Exchange Commission
                  ("SEC") of the United States.

6.       MEETINGS AND REPORTS

         6.1      The Committee shall meet at least four times a year.

         6.2      The Committee will meet separately with the CEO and separately
                  with the CFO of the Company at such times as are appropriate
                  to review the financial affairs of the Company. The Committee
                  will meet separately with the independent auditors and
                  internal auditors of the Company, at such times as it deems
                  appropriate (but not less than quarterly) to fulfill the
                  responsibilities of the Committee under this Charter.

         6.3      In addition to preparing the report in the Company's proxy
                  statement in accordance with the rules and regulations of the
                  SEC, the Committee will summarize its examinations and
                  recommendations to the Board of Directors as may be
                  appropriate, consistent with the Committee's charter.

7.       DELEGATION OF AUTHORITY:

         7.1      The Committee may delegate to one or more designated members
                  of the Committee the authority to pre-approve audit and
                  permissible non-audit services, provided such pre-approval
                  decision is presented to the full Audit Committee at its
                  scheduled meetings.

8.       DEFINITIONS

         8.1      INDEPENDENT MEMBER

                  In order to be `independent', members should have no
                  relationship with the Company that may interfere with the
                  exercise of their independence from the management and the
                  Company. In order to be considered to be independent, a member
                  of the Audit Committee may not, other than in his or her
                  capacity as a member of the Audit Committee, the board of
                  directors, or any other board:

                  (A)      Accept directly or indirectly any consulting,
                           advisory, or other compensatory fee from the issuer
                           or any subsidiary thereof, provided that, unless the
                           rules of the stock exchange on which the Company

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                           is listed provide otherwise, compensatory fees do not
                           include the receipt of fixed amounts of compensation
                           under a retirement plan (including deferred
                           compensation) for prior service with the Company
                           (provided that such compensation is not contingent in
                           any way on continued service); or

                  (B)      Be an affiliated person, as that term is defined
                           under the securities laws, including Rule 12b-2
                           promulgated under the Exchange Act of 1934 and Rule
                           144 promulgated under the Securities Act of 1933, in
                           of the Company or any subsidiary thereof.

         The following persons are not considered independent:

                  -    a director who is employed by the Company or any of its
                       affiliates for the current year or any of the past five
                       years;

                  -    a director who has been a former partner or employee of
                       the independent auditor who worked on the Company's audit
                       engagement in the current year or any of the past five
                       years;

                  -

                  -    a director who is a member of the immediate family of an
                       individual who is, or has been in any of the past three
                       years, employed by the corporation or any of its
                       affiliates as an executive officer. "Immediate family"
                       includes a person's spouse, parents, children, siblings,
                       mother-in-law, father-in-law, brother-in-law,
                       sister-in-law, son-in-law, daughter-in-law, and anyone
                       who resides in such person's home;

                  -    a director who is a partner in, or a controlling
                       shareholder or an executive officer of, any for-profit
                       business organization to which the Company made, or from
                       which the Company received, payments (other than those
                       arising solely from investments in the Company's
                       securities) that exceed 5% of the Company's or business
                       organization's consolidated gross revenues for that year,
                       or $200,000, whichever is more, in any of the past five
                       years;

                  -    a director who is employed as an executive of another
                       entity where any of the Company's executives serve on
                       that entity's compensation Committee for the current year
                       or any of the past five years; and

                  -    a shareholder owning or controlling 20% or more of the
                       Company's voting securities.

         8.2      FINANCIAL EXPERT:

                  `Financial Expert' means one who has through education and
                  experience as a public accountant or auditor or a principal
                  financial officer, comptroller or principal accounting officer
                  of a Company (or from a position involving similar functions),
                  an understanding of generally accepted accounting principles
                  and financial statements, experience in preparing or auditing
                  financial statement of comparable companies and in applying
                  generally accepted accounting principles in connection with
                  the accounting for estimates, accruals and reserves,
                  experience with internal accounting controls, and an
                  understanding of Audit Committee functions.