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 2010.

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

  1.Mr. Kumar Mangalam Birla        Chairman

  2.Mrs. Rajashree Birla            Director

  3. Dr. Santrupt B. Misra          Executive Director

  4.Mr. S.S. Mahansaria             Independent Director / Audit
                                    committee member

  5.Mr. G.K. Tulsian                Independent Director

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

  7.Mr. Deepak Mittal               Director

  8.Mr. Rajinderpal Singh           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. Sanjeev Sood               President & Director
  --------------------------------- -------------------------------------

Characteristics and Definition of independent director of the Company

The Board of Directors have reviewed the independent director’s
qualification of each member as per the announcement no. Tor Jor. 4/2552
issued by The Capital Market Supervisory Board which took effect from
the date of the 2009 Annual General meeting. The Characteristic of
independence directors is same characteristics and definition of
independent director as announced by The Capital Market Supervisory
Board. The number of company’s independent directors is 5 which is more
than minimum requirement of 1/3 of total director or at least 3
directors which is announced by The Capital Market Supervisory Board.

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

Audit Committee comprises of 3 independent directors for a term of 3
years service which is effective from 2^(nd) March 2009.

1. Mr. Prakit Pradipasen : Chairman

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

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

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

Remark: All 3 members of Audit Committee have adequate expertise and
experience in the field of finance and account to analyze financial
statements.

Duties & Responsibilities of Audit Committee

The Audit Committee undertakes its responsibilities as described in the
Audit Committee Charter, which is revised and approved by Board of
Directors on 14^(th) January 2009. The responsibilities of the Audit
Committee are detailed below.

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 2009 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                    Senior Vice President (Commercial)

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

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 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 2010
is given below

+------------------+--------+--------+--------+-------+-------------+
| Name             | Board  |        | Audit  |       | Remark      |
|                  | of     |        | Com    |       |             |
|                  | Di     |        | mittee |       |             |
|                  | rector |        | M      |       |             |
|                  |        |        | eeting |       |             |
|                  | M      |        |        |       |             |
|                  | eeting |        |        |       |             |
+------------------+--------+--------+--------+-------+-------------+
|                  | Atte   | fees   | Atte   | fees  |             |
|                  | ndance |        | ndance |       |             |
|                  |        | (Baht) |        | (     |             |
|                  | (      |        | (      | Baht) |             |
|                  | Times) |        | Times) |       |             |
+------------------+--------+--------+--------+-------+-------------+
| 1.Mr. Kumar      |   -    | -      |        |       | Being       |
| Mangalam Birla   |        |        |        |       | foreign     |
|                  |        |        |        |       | Director    |
+------------------+--------+--------+--------+-------+-------------+
| 2.Mrs. Rajashree |   -    | -      |        |       | Being       |
| Birla            |        |        |        |       | foreign     |
|                  |        |        |        |       | Director    |
+------------------+--------+--------+--------+-------+-------------+
| 3. Dr. Santrupt  |   3/4  | 75,000 |        |       | Being       |
| B. Misra         |        |        |        |       | foreign     |
|                  |        |        |        |       | Director    |
+------------------+--------+--------+--------+-------+-------------+
| 4.Mr. S.S.       |   2/4  | 50,000 |   1    | 1     |             |
| Mahansaria       |        |        |        | 0,000 |             |
+------------------+--------+--------+--------+-------+-------------+
| 5.Mr. G.K.       |   4/4  | 1      |        |       | Being       |
| Tulsian          |        | 00,000 |        |       | foreign     |
|                  |        |        |        |       | Director    |
+------------------+--------+--------+--------+-------+-------------+
| 6.Mr. Prakit     |   4/4  | 1      |   3    | 3     |             |
| Pradipasen       |        | 00,000 |        | 0,000 |             |
+------------------+--------+--------+--------+-------+-------------+
| 7.Mr. Deepak     |   4/4  | 1      |        |       |             |
| Mittal           |        | 00,000 |        |       |             |
+------------------+--------+--------+--------+-------+-------------+
| 8.Mr.            |   3/4  | 75,000 |        |       |             |
| Rajinderpal      |        |        |        |       |             |
| Singh            |        |        |        |       |             |
| Thakralbutra     |        |        |        |       |             |
+------------------+--------+--------+--------+-------+-------------+
| 9.Mrs. Rachani   |   3/4  | 75,000 |        |       |             |
| Kajiji           |        |        |        |       |             |
+------------------+--------+--------+--------+-------+-------------+
| 10.Mr. Arvind K. |   -    | -      |        |       | Being       |
| Newar            |        |        |        |       | foreign     |
|                  |        |        |        |       | Director    |
+------------------+--------+--------+--------+-------+-------------+
| 11.Mr. Sachin    |   4/4  | 1      |   3    | 3     |             |
| Jitendra Mehta   |        | 00,000 |        | 0,000 |             |
+------------------+--------+--------+--------+-------+-------------+
| 12.Mr. Sanjeev   |   2/4  | 50,000 |        |       |             |
| Sood             |        |        |        |       |             |
+------------------+--------+--------+--------+-------+-------------+

Summary of director’s remuneration to Board members for the year 2010 &
2009 is given below Amt: Baht

  ----------------------------- -------------------- ---------------------
  Details of Remuneration       2010                 2009

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

  2. Audit Committee Meeting    70,000               110,000
  fee                                                

  3. Executive Director’s       -                    1,245,403
  remuneration                                       

  4. **Director pension         2,651,760            2,651,760

  Total remuneration            3,446,760            4,657,163
  ----------------------------- -------------------- ---------------------

Remark

** 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

  2010 20,849,960- Baht

  2009 19,556,241- Baht

  2. Other Benefits None-

Personnel

Manpower structure as on 31.12.2010

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

  Factory           191               95                286

  Head office       17                -                 17

  Total             208               95                303
  ----------------- ----------------- ----------------- -----------------

-   These have been no significant change in no. of employees during the
    year 2010

-   Total remuneration and benefits to all employees for the year 2010
    is Baht 275 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

The Board of Directors intends to conduct the business under the Good
Corporate Governance Principles issued by the Stock Exchange of Thailand
to be a means to add value to company for sustainable growth

The Stock Exchange of Thailand recommended listed companies to adapt the
Principle of Good Corporate Governance for Listed Companies version year
2006 as deemed appropriate to best fit with company functional needs.
The Board then prepares this report accordingly

Article 1 Rights of Shareholder

  The company has the written good corporate governance policy which
  includes the statutory rights of shareholders as well as the best
  practices issued by SET. The good corporate governance policy
  comprises of 7 principles, as follows

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

  The company recognizes the basic right of all shareholders, and has
  taken steps to demonstrate respect for basic shareholder’s rights, as
  follows:

(1) Fundamental legal rights :

  Company facilitates the exercising of their right, namely to buy, sell
  or transfer shares and the right to receive a dividend.

  (2) Right to receive significant information :

  Company disclosed up to date information to SET from time to time as
  per the regulation of SET prescribed

(3) Right to attend meeting and vote

  The company sends notice of the annual general meeting which specifies
  the meeting venue, date, time, agenda and matters to be proposed to
  the meeting together with appropriate details. It is clearly specified
  whether the matter to be proposed at the meeting is for information or
  consideration. The opinion of the Board of Directors on such matters
  and proxy forms are also provided. Shareholder will receive adequate,
  complete, transparent, timely and verifiable information to form
  decision in advance. The Company also advertise in daily newspaper 3
  days consecutively and 3 days in advance about Shareholders’ meeting.

  Before shareholder meeting , the chairman of meeting explains clearly
  how ballots are casted and counted under Company’s AOA.

  Company allocates enough time for the meeting , the chairman conducts
  each meeting suitably and transparently, The company promotes and
  supports shareholders exercising of their rights by facilitating the
  exercise of the right to attend the general meeting and to vote.
  Shareholders can protect their interest by exercising the rights to
  ask question, express opinions, offer recommendations and vote at
  general meetings, participate in decisions concerning fundamental
  corporate changes such as the election or removal of directors,
  appointment of independent auditors, declaration of dividends,
  prescription or amendment of Company Regulation and Articles of
  Association and approval of special resolutions.

  Company gives shareholders who shows up late a chance to vote on
  agenda items still under discussion.

  All resident directors who are in Thailand attends shareholder’s
  meeting. Each member of the board & audit committee may address
  relevant questions and concerns posed by shareholders (if any)

Article 2 Equitable Treatment of Shareholders

  The company gives equal importance to all shareholders who are treated
  equitably and fairly to promote investors’ confidence.

  Shareholders have the rights to assign proxies to attend the general
  meeting and vote on their behalf. The conditions for assigning proxies
  are provided in the meeting invitation in full details. Shareholder
  could vote by proxy which is provided by company in to 2 forms
  (general form and specific form which mention clearly detail of each
  agenda) as prescribed by Department of Business, Ministry of Commerce.
  The company offers 3 independent directors names as volunteer proxies
  together with all possible conflicts of interest of each independent
  director.

  The general meeting is conducted according to the agenda notified in
  the notice and it is the policy of the company not to add items to the
  agenda without advance notice to shareholders

  Director election process allowed shareholder to vote for an
  individual nominee.

Article 3 Role of 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 and respect their rights or mutual
  agreement with the company is followed

  The company is a representative of the shareholders, is committed to
  conducting business with transparency, to put in place reliable
  financial and accounting systems, and to deliver optimum shareholder
  satisfaction. To achieve this, company takes into account the long
  term growth and reasonable sustained returns. The executive board and
  all employees discharge their duties truthfully and honestly, manage
  the Company’s business to the best of their capabilities and exercise
  due care. The company and its employees refrain from any activities
  that could cause conflicts of interest and serve self-interest.
  Confidential information is not divulged to outside parties.

  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 conducts 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 has excellent relationship
  with all its creditors, bankers, financial institutions etc.

Article 4 Disclosure and Transparency

  Company discloses information on material matters regarding the
  company, including financial report, non-financial information and
  other information as stipulated by SET and SEC that are accurate,
  clear, complete, easy to understand, transparent, adequate, reliable
  and timely, and which have been screened according to prescribed
  procedures.

  Governance policy and its implementation is also reported in the
  annual registration statement (Form 56-1), annual report (Form 56-2)
  in Thai and English to ensure equitable access by shareholders. The
  company also reports on the responsibilities of the Board of Directors
  for the financial statements which appears together with the report of
  the independent auditors in the annual report.

  Board of Director in its meeting held on 2^(nd) March 2009 approved
  the conflict of Interest policy and Insider Information Guideline to
  prevent the use of insider information for insider trading or related
  party transactions. Executive are responsible for reporting ownership
  in Securities each time they are acquired and disposed to the Office
  of Securities and Exchange Commission according to Section 59 of the
  Securities and Exchange Act. This is a key tool in promoting corporate
  governance with respect to insider information. The board also
  requested directors and the executive to update the status of conflict
  of interest every quarter.

Article 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 directors
  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

  The company has established the Audit Committee whereby the term of
  directors is 3 years. 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 term of 3 years.

  In year 2010, the committee held 3 meetings. The name and attendance
  of each member was presented in Report of the Audit Committee. Mr.
  Pawan Jain, CFO serves as the secretary of the committee.

  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.

5.3 Role, Duties and Responsibility of the Board of Directors

  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.

  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.

  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.

  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.

  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 56-1 under 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.