Management structure comprises of

1.  Board of Directors

2.  Audit Committee

3.  Management team

Board of Directors

There are 12 directors on the Board of Directors of the company as on
31^(st) December 2008.

  ------------------------------- ---------------------------------------
  Name                            Position

  1.Mr. Kumar Mangalam Birla      Chairman

  2.Mrs. Rajashree Birla          Director

  3. Dr. Rakesh Jain              Executive Director

  4.Mr. S.S. Mahansaria           Director

  5.Mr. R.K. Rathi                Independent Director / Chairman of
                                  Audit committee

  6.Mr. Prakit Pradipasen         Independent Director / Audit committee
                                  member

  7.Mr. Deepak Mittal             Director

  8.Mr. Rajinderpal Singh         Independent Director
  Thakralbutra                    

  9.Mrs. Rachani Kajiji           Director

  10.Mr. Arvind K. Newar          Independent Director

  11.Mr. Sachin Jitendra Mehta    Independent Director / Audit committee
                                  member

  12.Mr. S. Srinivasan            Director
  ------------------------------- ---------------------------------------

With Ms. Phansachol Kusolputchong, Finance Manager as the company secretary

Characteristics and Definition of independent director of Company

The Board of Director has reviewed the independent director’s
qualification of each member as per the amendments issued by The Office
of Securities and Exchange Commission (SEC) and confirmed that the
company has 5 independent directors. The number of Company’s independent
director is more than minimum requirement as per announcement of the
Capital Market Supervisory board Tor Jor 14/2551 which is mentioned that
Company have independent director (ID) at lease 1/3 of total director
but not lest than 3 persons.

The Board of Director also has reviewed the characteristic and
definition of independent director of company. The definition of
Independent director of the company is same as those defined by the SEC
as mentioned below

a.  Holds shares not exceeding 1% of total share with voting right of
    the company, its parent company, subsidiaries, associated company or
    any corporate which may have conflict of interest, provided that the
    shares held by the related parties of such independent director
    shall be included.

b.  Is not or has never been an executive director, employee, staff,
    advisor who receives salary, nor controlling parties of the company,
    its parent company, subsidiaries, associates, same- level
    subsidiaries, or any corporate which may have conflict of interest
    for company, unless the foregoing status ended at least 2 years
    prior to the date of submitting the application to the Securities
    and Exchange Commission (SEC)

c.  Is not the person who has relationship by means of descent or legal
    registration under the status of father, mother, spouse, brothers
    and sisters, and children. The prohibitive persons also include
    spouses of daughters and sons of management, major shareholders,
    controlling party or the person who in the process of nomination to
    be the management or controlling party of the company or its
    subsidiary.

d.  Have no or never had business relationship with the company, its
    parent company, subsidiaries, associates or any corporate which may
    have conflict of interest in respect of holding the power which may
    cause the obstacle of the independent decision, including not being
    or never been the significant shareholder, or executive director or
    management of any person having business relationship with the
    company, its parent company, subsidiaries, associates or any
    corporate which may have conflict of interest unless the foregoing
    status ended at least 2 years prior to the date of submitting the
    application to the Securities and Exchange Commission (SEC)

e.  Is not or has never the auditor of the company , its parent company,
    subsidiaries, associates or any corporate which may have conflict of
    interest, and is not the significant shareholder, executive director
    management or partner of the auditing firm which employs such
    auditor of the company, its parent company, subsidiaries, associates
    or any corporate which may have conflict of interest unless the
    foregoing status ended at least 2 years prior to the date of
    submitting the application to the Securities and Exchange Commission
    (SEC)

f.  Is not or has never been the professional service provider,
    including but not limited to legal service or financial advisor with
    received the service fee more than 2 million per year for the
    company, , its parent company, subsidiaries, associates or any
    corporate which may have conflict of interest, and is not the
    significant shareholder, controlling parties, or partner of the
    above mentioned service firms unless the foregoing status ended at
    least 2 years prior to the date of submitting the application to the
    SEC.

g.  Is not the director who is nominated to be the representative of
    directors of the company, major shareholder or any other shareholder
    related to the major shareholders.

h.  Is not any otherwise which is unable to have the independent opinion
    regarding the business operation of the company

Duties & Responsibilities of Board of Directors

1.  To perform duties in accordance with the laws and objectives and
    Article of Association of the company as well as the resolutions of
    the shareholders meeting

2.  To be responsible for setting up the company’s policies, direct,
    monitor and supervise the management to implement the policies and
    to carry out the laid down objectives efficiently, effectively and
    in the best interest of the company.

3.  To be responsible for appointing the Audit Committee and its scope
    of work

4.  To convene the meeting of shareholders and Board of Director from
    time to time

Nomination of Directors 

The Company does not have a nominating committee, but the process for
selecting individuals to be appointed as Directors includes
consideration of a number of characteristics including skills,
experience and capability, especially in areas that are of the greater
benefit to the Company, and integrity. Finally the individual must not
possess any of the qualities or characteristics prohibited by the Listed
Companies Act.

Approval is by simple majority of votes of those shareholders present or
duly represented at the meeting and in possession of voting rights.

Appointment of Directors

1.  The appointment of director is made by a majority vote of the
    shareholder’s meeting in accordance with the following conditions
    and procedures

  a.) One shareholder shall have one vote for each share

  b.) Each shareholder shall exercise all the votes he/she has under (a)
  to appoint the nominated persons to be directors on a person by person
  basis, provided that he can not divide his vote to any person to any
  extent

  c.) The persons obtaining the most votes in descending order shall be
  elected as directors equal to the number of directors required or
  ought to be elected. If there is a tie in the last to be elected and
  this exceeds the said member of directors. the presiding chairman will
  have the casting vote for election of last director.

2.  The company should have at least 6 directors. Not less than half of
    the directors shall have residence in the kingdom of Thailand

3.  Directors of the company are not appointed by the Nominating
    Committee

Audit Committee

In 2008, Audit Committee comprises of 3 independent directors

1. Mr. R.K. Rathi : Chairman

2. Mr. Prakit Pradipasen : Member

3. Mr. Sachin Jitendra Mehta : Member

With Mr. Pawan Jain, CFO as the secretary of the Audit Committee

Remark: the Board of Director has already appointed new Audit Committee
on 2^(nd) March 2009. The 3 members of Audit Committee have adequate
expertise and experience in the field of finance and account to analyze
financial statements.

The audit committee comprises of :

1. Mr. Prakit Pradipasen : Chairman

2. Mr. S.S. Mahansaria : Member of audit committee

3. Mr. Sachin Jitendra Mehta : Member of audit committee

Duties & Responsibilities of Audit Committee

The Duties and Responsibilities of Audit Committee had already been
revised and approved by Board on 14^(th) January 2009 as per The
amendment of the Stock Exchange of Thailand (SET) announcement. The
revised Duties and Responsibilities of Audit Committee as follow-

1.  To review the Company’s financial reporting process to ensure that
    it is accurate and adequate;

2.  To review the Company’s internal control system and internal audit
    system to ensure that they are suitable and efficient, to determine
    an internal audit unit’s independence, as well as to approve the
    appointment, transfer and dismissal of the chief of an internal
    audit unit or any other unit in charge of an internal audit;

3.  To review the company’s compliance with the law on securities and
    exchange, the Exchange’s regulation, and the laws relative to the
    Company’s business;

4.  To consider select and nominate an independent person to be the
    Company’s auditor, and to propose such person’s remuneration, as
    well as to attend a non management meeting with an auditor at least
    once a year;

5.  To review the connected transactions, or the transactions that may
    lead to conflicts of interests, to ensure that they are in
    compliance with the law and the Exchange’s regulations, and are
    reasonable and for the highest benefit of the Company;

6.  To prepare and to disclose in the Company’s annual report, an audit
    committee’s report which must be signed by the audit committee’s
    chairman and consist of at least the following information;

    a.  An opinion on the accuracy, completeness and creditability of
        the Company’s financial report;

    b.  An opinion on the adequacy of the Company’s internal control
        system;

    c.  An opinion on the compliance with the law on securities and
        exchange, the Exchange’s regulations, or the laws relating to
        the Company’s business;

    d.  An opinion on the suitability of an auditor;

    e.  An opinion on the transactions that may lead to conflicts of
        interests;

    f.  The number of the audit committee meetings, and the attendance
        of such meetings by each committee member;

    g.  An opinion or overview comment received by the audit committee
        from its performance of duties in accordance with charter, and

    h.  Other transactions which, according to the audit committee’s
        opinion, should be known to the shareholders and general
        investors, subject to the scope of duties and responsibilities
        assigned by the Company’s Board of Directors.

7.  To perform any other act assigned by the Company’s Board of
    Directors, with the approval of the audit committee.

Management team

The company’s management team comprises of 5 persons as on 31^(st)
December 2008 as per the details below

  ----------------------------------- -----------------------------------
  Name                                Position

  1. Mr. Sanjeev Sood *               President

  2. Mr. Ajay Rastogi                 Senior Vice President
                                      (Manufacturing)

  3. Mr. Rajiv Gupta                  Senior Vice President (Marketing)

  4. Mr.Pawan Jain                    Vice President (Commercial)

  5. Mr.Latthasit Thongklaew          Asst. Vice President (HR&Admin)
  ----------------------------------- -----------------------------------

* Mr. Sanjeev Sood is president of the company with effect from 1^(st) January 2009 to succeed 

Mr. S.Srinivansan

Duties & Responsibilities of the Management

The management team headed by President works under the supervision of
Executive Director and is responsible for management of day to day
operations of the company and have authority to appoint persons as
needed and qualified as employees, assign duties and responsibilities
for them, tasked with overseeing and accurately reporting on the
financial report of the company, ensuring the appropriateness and
efficiency of the company’s internal control system, and designing
employee regulations within such parameters.

Remuneration

1. Remuneration to Directors

-As stipulated in the Company’s Articles of Association clause no. 13,
the directors of the Company shall be entitled to receive fee for
attending each meeting of Board of Directors in the maximum amount of
Baht 25,000 per meeting. The remuneration of directors for performance
of other duties shall be fixed by general meeting of shareholders. In
addition to the fee for attending the Board of Directors Meeting as
aforesaid, the Directors of the Company shall be entitled to be
reimbursed for any expenses incurred by Directors due to the performance
of their duties.

Details of Director’s meeting fee and Audit Committee fee for year 2008
is given below

+------------------+-------+----------+-------+-------+---------------+
| Name             | Board |          | Audit |       | Remark        |
|                  | of    |          | Comm  |       |               |
|                  | Dir   |          | ittee |       |               |
|                  | ector |          | Me    |       |               |
|                  |       |          | eting |       |               |
|                  | Me    |          |       |       |               |
|                  | eting |          |       |       |               |
+------------------+-------+----------+-------+-------+---------------+
|                  | Atten | fees     | Atten | fees  |               |
|                  | dance |          | dance |       |               |
|                  |       | (Baht)   |       | (     |               |
|                  | (T    |          | (T    | Baht) |               |
|                  | imes) |          | imes) |       |               |
+------------------+-------+----------+-------+-------+---------------+
| 1.Mr. Kumar      |   0/4 | -        |       |       | Being foreign |
| Mangalam Birla   |       |          |       |       | Director      |
+------------------+-------+----------+-------+-------+---------------+
| 2.Mrs. Rajashree |   0/4 | -        |       |       | Being foreign |
| Birla            |       |          |       |       | Director      |
+------------------+-------+----------+-------+-------+---------------+
| 3.Dr. Rakesh     |   1/4 | 25,000   |       |       |               |
| Jain             |       |          |       |       |               |
+------------------+-------+----------+-------+-------+---------------+
| 4.Mr. S.S.       |   4/4 |          |       |       |               |
| Mahansaria       |       |  100,000 |       |       |               |
+------------------+-------+----------+-------+-------+---------------+
| 5.Mr. R.K. Rathi |   0/4 | -        |   0/4 | -     | Being foreign |
|                  |       |          |       |       | Director      |
+------------------+-------+----------+-------+-------+---------------+
| 6.Mr. Prakit     |   4/4 |          |   4/4 |   4   |               |
| Pradipasen       |       |  100,000 |       | 0,000 |               |
+------------------+-------+----------+-------+-------+---------------+
| 7.Mr. Deepak     |   4/4 |          |       |       |               |
| Mittal           |       |  100,000 |       |       |               |
+------------------+-------+----------+-------+-------+---------------+
| 8.Mr.            |   3/4 |   75,000 |       |       |               |
| Rajinderpal      |       |          |       |       |               |
| Singh            |       |          |       |       |               |
| Thakralbutra     |       |          |       |       |               |
+------------------+-------+----------+-------+-------+---------------+
| 9.Mrs. Rachani   |   3/4 |   75,000 |       |       |               |
| Kajiji           |       |          |       |       |               |
+------------------+-------+----------+-------+-------+---------------+
| 10.Mr. Arvind K. |   0/4 | -        |       |       | Being foreign |
| Newar            |       |          |       |       | Director      |
+------------------+-------+----------+-------+-------+---------------+
| 11.Mr. Sachin    |   4/4 |          |   4/4 |   4   |               |
| Jitendra Mehta   |       |  100,000 |       | 0,000 |               |
+------------------+-------+----------+-------+-------+---------------+
| 12. Mr. S.       |   3/4 |   75,000 |       |       |               |
| Srinivasan       |       |          |       |       |               |
+------------------+-------+----------+-------+-------+---------------+

Summary of director’s remuneration to Board members for the year 2008 &
2007 is given below Amt: Baht

  ----------------------------- -------------------- ---------------------
  Details of Remuneration       2008                 2007

  1. Board of Director’s        650,000              725,000
  Meeting fee                                        

  2. Audit Committee Meeting    80,000               110,000
  fee                                                

  3. *Executive Director’s      3,137,387.55         2,513,519
  remuneration                                       

  4. **Director pension &       9,422,587.20         -
  gratuity                                           

  Total remuneration            13,289,974.75        3,328,519
  ----------------------------- -------------------- ---------------------

Remark

* The shareholder’s meeting has approved remuneration to Dr. Rakesh Jain
as Executive Director not exceeding Baht 4,000,000 per year on 27^(th)
April 2006 effective from January 2006. Company also makes payments for
accommodation hotel, traveling, car expenses and other miscellaneous
expenses effective from January 2006 for discharging his duties and
responsibilities and for the over all growth of company’s business

** The shareholder's meeting has approved pension & gratuity payment to
Mr. D. Mittal, director of the company on 29th April 2008 effective from
January 2008. The company shall pay a lum sump one time payment of not
over baht 7.5 million and monthly pension in amount not over Baht
250,000.

2. Remuneration to Senior Executives

1.  Cash Benefit (includes salary, allowances and bonus)

  Year Cash Benefit

  2008 24,856,951- Baht

  2007 19,827,823- Baht

  2. Other Benefits None-

Personnel

Manpower structure as on 31.12.2008

  ----------------- ----------------- ----------------- -----------------
                    Officers /Staff   Worker            Total

  Factory           195               97                292

  Head office       24                -                 24

  Total             219               97                316
  ----------------- ----------------- ----------------- -----------------

-   These have been no significant change in no. of employees during the
    year 2008

-   Total remuneration and benefits to all employees for the year 2008
    is Baht 296 million for salary wages, bonus, over time, medical
    expenses, social security welfare etc.

-   The company gives very high importance for the all round development
    of all the employees and prepares a detailed training plan and skill
    inventory for each employee based on his / her need and functional
    responsibilities for the full year and the same is monitored closely
    by Training Department and the department managers. The company
    organizes training of employees both by internal & external
    faculties and also send employees to various Institutes
    /Associations both in Thailand and aboard. The company provides
    training on safety, environment control, functional topics,
    technical matters, general management leadership, strategic
    planning, team building, balance scorecard, enhancement of
    performance, cross functional and multi skills

10. Corporate Governance Report 

Principles of good corporate governance are guidelines for doing
business and administering organizations, which are becoming more widely
known and accepted. In accordance with these principles the Board of
Directors has a very important role to play in running the organization,
by focusing on responsibilities towards all parties with which it has
dealings, both inside and outside the organization, and by emphasizing
the importance of ethical dealings, transparency, efficiency, adequate
disclosure of information, the protection of shareholders rights and
responsibilities towards society and the nation. The Company is very
well aware of the importance of these guidelines, so as to inspire
confidence in shareholders and everyone with whom it has dealings and to
form a strong base for the growth of the business.

The company has implemented its corporate governance in compliance with the principles prescribed by the Stock Exchange of Thailand (the Principles of Good Corporate Governance for Listed Companies in 2006) as follow :

1.  Right’s of Shareholders

The policy laid down by the Company’s Board of Directors is to look
after shareholders’ basic rights. The Board considers the equitable
safeguarding of the interests of all groups of shareholders to be an
important duty and responsibility, in order to ensure that shareholders
are treated fairly and that they have confidence in how business is
conducted by the Company and its directors.

Corporate Governance Policy

The Board of Director’s has approved a policy of good corporate
governance and code of business ethics.

Thai Carbon Black Public Company Limited recognizes the importance of
good corporate governance including the important role that it plays in
the sustainable growth and the effective operation of the Company. The
Company is therefore committed to do business in compliance with
Securities and Exchange Law, Rules and Regulations of the Stock Exchange
of Thailand, Related Business Laws, Regulations of the company, Code of
Best Practice for Directors of Listed Companies and the Principles of
Good Corporate Governance of the Stock Exchange of Thailand. The Company
is committed for compliance of good corporate governance by adhering to
the following 7 principles:

1.  Rights and Equitable Treatment of Shareholders and Various Groups of
    Stakeholders

2.  Structure, Roles, Duties and Independence of Directors

3.  Information Disclosure and Transparency

4.  Internal Control and Risk Management

5.  Company’s Code of Conduct

6.  Long Term Value Creation to Stakeholders

7.  Promotion of Best Practices

Shareholders’ Right

The Company recognizes the importance of shareholders’ rights by
facilitating shareholders more than prescribed laws by arranging company
visits from time to time.

For shareholders’ meeting, the company recognizes the importance of
shareholders’ right, enhances use of rights and does not infringe or
curtail the rights. In the meeting, various important issues, covering
the issues as prescribed by Laws, the Regulations of the SET and the
Articles of Association of the Company are proposed for the approval of
shareholders. The Shareholders will receive 14 days in advance the
meeting invitation letter together with meeting documents for various
agendas, where information regarding date, time, place, agenda, Articles
of Association relating to the meeting, and related information are
given. Such information is also posted in the company’ web site before
the meeting. The Company does not curtail rights of shareholders who
come late, facilitates shareholders to use their meeting rights by
informing them the rules in the meeting and the voting procedures,
provides enough time for the meeting, encourages equal opportunities for
shareholders to express their opinions and raised any questions in the
meeting. The company also encourages shareholders to ask questions and
management also meets various shareholders personally during and after
the meeting to get their views.

2. Equitable Treatment to Shareholders

The shareholders will receive the meeting invitation letter together
with meeting documents for various agenda items. The Board of Directors’
opinions are given for shareholders’ consideration for each agenda and
generally there would be no additional material information given in
Shareholder’s Meeting and no additional important agenda in
Shareholders’ meeting. The Company also advertise in daily newspaper 3
days consecutively and 3 days in advance about Shareholders’ meeting.

In case that the shareholders cannot attend the meeting, the Company
provides the proxy document, so that the shareholders can make the proxy
vote to other persons or independent director. The Company provides the
proxy in the format that the shareholders can specify the voting
direction, and also clearly indicates the evidence for proxy.

3. Rights of all stakeholders

The Board realizes the importance of various stakeholders group like
customers, management and employees, suppliers, bankers and financial
institutions, shareholders, statutory auditors, the state , Community,
trade union, creditors etc in the company’s business and its growth.

The senior management of the company regularly meets various stakeholder
groups to understand their views and needs and ensures that the
recommendations of various groups are given due importance and
implemented in the best interest of the company and for the fair and
appropriate treatment to all parties concerned

The company regularly meets its, customers, conducts annual customer
satisfaction surveys, employee satisfaction surveys, arranges customer
visits to company, organize vendor conferences, meet various government
agencies, participate in community development projects etc to meet
requirements of various stakeholders groups.

The company takes active participation in various social & community
development projects like scholarship programs, blood donation, support
during flood, adopt village, support the community programs at temples
and support various government initiatives.

The company’s believes that its employees are the most important and
valuable assets of the company and strongly encourages the employee to
participate in various developmental activities like Quality Control
Circles (QCC), “KAIZEN” Suggestion System (KSS), Total Productive
Maintenance implementation (TPM), Quality of Life Club, morning
meetings, cross functional performance team and also prepares a detailed
and intensive annual training program for each employee to continuously
improve their performance and develop multi-skills for mutual benefit.
The company also conduct Organizational Health Surveys (OHS) to take
into confidence the views of managerial & supervisory level employees
and implement various suggestions for continuous improvement

The company also have excellent relationship with all its creditors,
bankers, financial institutions etc.

4. Disclosure & Transparency

The company views the annual general meeting as an important event. With
respect to this, the majority of resident directors and management
attend the shareholders’ meeting and clarify shareholders’ queries. In
2008, the annual general meeting was held on April 29^(Th) 2008. the
notice of the meeting as well as the agenda document were delivered to
the shareholders 14 days prior to the meeting date to allow shareholders
appropriate time to study the details of the agenda. The company strives
to provide them with company’s information by way of an Annual Report
both in Thai & English language. The company also advertised the notice
of the meeting in Thai daily newspaper for three consecutive days during
21-23 April, 2008. In such meeting, the number of shareholders attending
the meeting in person and by proxy totaling 229,658,621 shares or 76.55
%of the company’s paid-up capital. The company always conducts the
shareholder’s meeting in just and equitable manner by giving equal
opportunity to all the shareholders groups including minority
shareholders and encourages shareholders to participate in the meeting
and the senior management talks personally with small shareholders to
know their views about the company performance and for improvement.

In the annual general meeting of 2008, the company has appointed 2
lawyer’s of Dharmniti Law Office to be the observers of the meeting and
to provide any support as required.

The AGM of 2008 was also attended by the Auditor Mr. Narong Puntawong to
satisfy the query of the shareholders. The meeting was also attended by
SET officer and by the representative of Thai Investor Association (TIA)

5. Responsibilities of the Board

5.1 Board Structure

According to The Article of Association of Company, the Board of
Director shall consist of not less than 5 persons, who are elected by a
General Meeting , and not less than half of the total number of
directors shall have residence within the Kingdom of Thailand and must
have qualification as prescribed by the law.

At present, the Board of Director consists of 12 directors. The Company
has 5 independent directors, which is more than SEC requirement for the
composition of the Board that at least one third of the Board membership
is made up of independent directors. The company has specified the
qualification of independent director same with regulation of the SEC
and the SET. The chairman of the Board of Directors is not the same
person as President and has no relationship with the managements. This
has better enhanced the balance of power between the Board of Directors
and the management. The Company has clearly separated and defined power
and authorities among the Board and the management team.

The Board of Director is responsible for overseeing the Company’s
operation to comply with Laws, the Company’s objective and rules, as
well as the resolutions of the shareholder meeting with honesty while
preserving the company’s interests. The term of the Board of Directors
has been clearly prescribed in the Company’s rules, which states that
one third of the directors who has longest term, has to retire by
rotation but can be reappointed if eligible.

Referring to the Principles of Good Corporate Governance which suggests
that each director should not serve not more than 5 Boards of listed
companies; however, one director of the company, Mr. Prakit Paditpasen,
serves more than 5 Boards of listed companies. Nevertheless, from his
past performance, he has attended the meeting every time as the
independent director and audit committee member of the company, used his
knowledge, competence and devoted time to perform the responsibility
competently and efficiently.

The company has established the system to monitor the operation of its
subsidiaries, the direction for its subsidiaries, the direction to the
person the company assigned to be the director or management executive
and the reporting to the Board of Directors to ensure that the Company
could monitor the operation of its subsidiaries.

Company Secretary

The Board of Directors has appointed Company Secretary to provide advice
on any laws, regulations, and procedures that the Board of Director have
to follow. The Company Secretary is also responsible for the Board of
Directors’ meeting, shareholders’ meeting, compliance of relevant laws
and regulations on the information disclosure.

5.2. Committees

Even though the Company has not set up other committees besides the
Audit Committee, which are to be established in compliance with the
regulations of the SET, all of the company’s practices in other areas
such as determination of remuneration and election of directors are
carried out in a careful, transparent and honest manner.

5.2.1.Audit Committees

The Audit Committee consists of 3 independent directors, who are
qualified according to the regulations of the SET and all members have
knowledge and experience in accounting and finance, with a directorship
term of more than 3 years. In 2008, the Audit committee held 4 meetings
with the attendance of each director as follows:

+------------------+--------------------+------------+---------------+
| Name             | Position           | Meeting    | Remark        |
|                  |                    | attendance |               |
|                  |                    | (no.)      |               |
+------------------+--------------------+------------+---------------+
| 1.Mr. R.K. Rathi | Chairman of Audit  |   0/4      | Being foreign |
|                  | Committee          |            | director*     |
+------------------+--------------------+------------+---------------+
| 2.Mr. Prakit     | Audit Committee    |   4/4      |               |
| Pradipasen       | member             |            |               |
+------------------+--------------------+------------+---------------+
| 3.Mr. Sachin     | Audit Committee    |   4/4      |               |
| Jitendra Mehta   | member             |            |               |
+------------------+--------------------+------------+---------------+

With Mr. Pawan Jain, CFO serves as the secretary of the committee.

*Note - Mr. R.K. Rathi has been involved in all the important discussion
of the Audit Committee and all the important information has been shared
and discussed with him

5.3 Role, Duties and Responsibility of the Board of Directors

1. The Board of Directors plays a very important role in establishing
the company’s vision, mission and business strategies and also in
ensuring compliance of the same efficiently and effectively for the
overall benefit of the company and to its shareholders. In addition the
Board establishes internal control systems and internal audit function
and constantly monitors them though meetings of the Audit Committee.

2. The Board of Directors has established written corporate governance
policy and a Code of Business Ethics (See details under the section
“Corporate Governance” in part of Shareholders’ rights) and monitors
compliance of the same consistently.

3. The Company’s Board of Directors has established guidelines for the
careful consideration of transactions involving possible conflicts of
interest for the Company and its shareholders, whereby anyone having an
interest in an agenda item must disclose such interest to the meeting,
and foregoes the right to take part in taking a decision on that item.

4. The company places utmost importance on the system of internal
control and internal audit for optimal performance and transparency of
operations, reduce risk and to prevent or reduce losses that may occur
to its operations. The Company’s Board of Directors has entrusted Audit
committee for supervision and to oversee the implementation of internal
control systems and internal audit function. The report of the internal
audit team is fully discussed with audit committee for its views and
opinion and for the compliance of the same. The above framework helps to
achieve independent compliance, control and ensures that the main
operations and important financial activities of the company are
conducted according to the laid down policies, and rules and regulations

5.4 Board of Directors’ meeting

The Board conducts its meeting at least once every three months and the
meeting are scheduled in advance with agenda circulated to all the
directors at least 7 days in advance.

During the meeting, the chairman of the meeting encourages prudent
consideration and allocate appropriate time for the management to
present adequate issue and enough data for the directors to broadly
discuss important matters. Directors can express their opinions openly
and freely. A written record is made of each meeting and, once the
minutes have been approved by the Board, they are kept available for
directors and other concerned parties to examine.

5.5 Assessment of Board’s Performance

The Company’s Board of Directors has not so far set up a system for
assessing the Board’s overall performance nor its performance in
specific areas, nor for regular self- assessment by the Board. The Board
will give consideration to these matters in due course.

5.6 Remuneration

The remuneration to directors and audit committee members is the meeting
fee which is appropriate, transparent and in accordance with company’s
Articles and Association and as approved by the meeting of shareholders.

The remuneration for management is determined in accordance to the
policies of the company, which corresponds to the performances of the
company as well as that of each individual and is appropriate to their
position and responsibilities

The amount of fee and remuneration paid to directors, audit committee
and senior management is separately disclosed in the Annual Report and
form 56-1under the section remuneration to Directors and the management

5.7 Board and Management Training

The Company’s director attended Directors Certification Program run by
the Institute of Directors (IOD). At present, 5 out of 7 local director
have attended the program which is 71% of local directors