All the Directors possess knowledge of Corporate Finance, Accounts, Costing and Company Law. The Statutory Auditors and the Internal Auditors attend the meetings by invitation. The Company Secretary acts as the Secretary to the Committee.

The Audit Committee of the Company, inter alia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosure

The functioning of the Committee includes the following::

	To oversee the Company's financial reporting process and to ensure correct disclosure of financial information in the financial statement;
	To recommend the appointment and removal of external auditor, fixation of audit fees and approval for payment of any other services;
	To review, discuss with the Management and pre-approve the annual audited financial statements, and quarterly/half-yearly financial statements before submission to the Board focusing primarily on any changes in accounting policies and practices, major accounting entries based on exercise of judgment by the Management, significant adjustments arising out of audit, the going concern assumptions, compliance with Accounting Standards, compliance with Stock Exchange and legal requirements concerning financial statements, any related party transactions i.e. transaction of the Company of material nature, with Promoters or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of Company at large;
	To review with the management, external and internal auditors, the adequacy of internal control measures;
	To review the adequacy of internal audit function;
	To review the findings of internal investigations into matters where there is suspected fraud or irregularity or failure of internal control system of a material nature and report to the Board thereon.
	To discuss with the internal auditors any significant findings, recommendations and follow up thereon;
	To review the financial risk management policies of the Company;
	To look into the reasons for substantial defaults in the payments to the shareholders and creditors, if any.

Remuneration and Compensation Committee comprises of

Brief Description of Terms of Reference

	Review the overall compensation policy, service agreements and employment conditions of the Managing Director and Whole-time Directors and other employees of appropriate cadres with a view to motivating the best managerial talents and their remuneration package;
	Evaluate the remuneration paid by comparable organizations;
	Review the performance of the Managing Director and Whole-time Director and recommend to the Board in this regard;
	Monitor and implement the ESOS/ESOP Scheme and also formulate such schemes hereafter for grant of Stock Options to the employees including Managing and Whole-time Directors (other than Promoter Directors) in accordance with the relevant regulations for the time being in force and issue & allotment of equity shares and recommend the same to the Board for its consideration and monitor proper implementation thereof.
During the year, the Committee met three times. Mr. Chandrakant Kamdar, Mr. C. Subramaniam and Mr. R. Devarajan attended all the meetings.

Remuneration Policy

The Company’s remuneration policy is determined by the success and performance of the individual employee and the Company. The performance of the individual employee is measured through the annual appraisal process. The Company, through its Compensation Program, attracts, develops, motivates and retains its talented workforce.

Remuneration to Executive Directors

The aggregate value of salary, perquisites paid for the year ended 31st March, 2011 to the Managing Director and Whole-time Director are as follows:

* The above excludes gratuity and compensated absences which are actuarially valued and gratuity amount is not separately identifiable

Besides, the Managing Director & Whole-time Director is also entitled to retirement benefits and encashment of leave, as per the rules of the Company. Notice period of one month is required, as per the terms of appointment. No fee/compensation is payable to the Directors on severance of directorship of the Company.

Remuneration to Non-Executive Directors

The Company pays sitting fees of Rs.10,000/- per meeting to the Non-executive Directors for attending the meetings of the Board and of the Audit Committee. The gross sitting fees (including sitting fees paid for attending the meetings of Committee of Directors) for the year ended 31st March, 2011 is as follows:

This Committee comprises of

The Committee, inter alia, approves transfer and transmission of shares, issue of duplicate share certificates and reviews all the matters connected with the share transfers. The Committee also looks into the redressal of shareholders/investors complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of dividends etc. The Committee oversees performance of the Registrar & Transfer Agents of the Company. The Committee met 6 times during the year under review.

The status of nature of Complaints received, resolved and pending during the financial year ended 31st March, 2011.

During the year, no share transfer/complaints remained pending for more than 30 days. Also, there were no share transfers pending as on 31st March, 2011