• That systems and procedures which monitor compliance with laws, rules and regulations are in place in each area of its business.

• That relevant information regarding the Company and its operation is disclosed, disseminated and easily available to its stakeholders.

As reported in last year, Corporate Governance Report dated 29th June, 2006, the company has taken various steps for implementation of the requirements placed under the revised Clause 49 of the listing agreement with the Stock Exchanges.

Your Company’s policy is aimed at achieving quality management services at all levels and to adhere to all the laws, rules, regulations meant for Corporate Governance at all times and have the best management team that can also effectively monitor corporate decisions for sustained growth. Accordingly, the requirements of guidelines pertaining to the Corporate Governance as stipulated under clause 49 of the Listing Agreements have been adhered to.

Board of Directors

1. Composition and Category of Directors
   To strengthen the Company policies for adherence of Corporate Governance, the Company had already taken steps to appoint one Independent Director to broad base the Board of Directors.
   
   The Board of Directors consists of two promoter Directors (one executive Chairman and Managing Director and one Non-executive Director) and three Independent and Non-executive Directors.
   
   The Composition of Directors, their attendance at Board Meetings during the Financial Year 2006-2007 and at the last Annual General Meeting and their other Directorships/Committee Memberships in other Companies are as follows:

As on 31st March, 2007

Name of Directors	Category	Attendance Particulars		Directorships  held in Other Companies *		Committee Memberships held in other Companies **
		Board Meeting	Last AGM	As Director	As Chairman	As Member	As Chairman
Shri Gopal Ansal	P-CMD	4	Yes	1	-	-	-
Shri Deepak Ansal	P-NED	4	Yes	3	1	1	-
Shri Subhash Verma	I-NED	4	Yes	1	-	-	-
Shri K.S. Bakshi	I-NED	0	Yes	-	-	-	-
Shri V.P. Verma	I-NED	4	Yes	-	-	-	-

P	Promoter
NED	Non-Executive Director
CMD	Chairman cum Managing Director
P – NED	Promoter Non-Executive Director
I – NED	Independent and Non-executive Director

* Excludes Directorships held in Private Limited Companies, Foreign Companies, Companies U/s 25 of the Companies Act, 1956 and Memberships of Managing Committees of various Chambers/Institutions.
  
** Memberships/Chairmanships of Audit Committee, Share Transfer cum Shareholders’ Grievance Committee and Remuneration Committee have been considered.

2. Details of Meetings of Board of Directors held during the Financial Year 2006-2007.

3. Details of sitting fees paid to Non-Executive Directors
   The Company does not pay any remuneration to its Non-Executive/Independent Directors except sitting fee for attending meetings of the Board of Directors @ Rs. 2,500/- and Audit Committee meetings @ Rs. 1,500/- per meeting to each Director. No sitting fee is paid to Chairman cum Managing Director. The sitting fee paid to the Directors for meetings of Board of Directors and Audit Committee meetings for the year ended 31st March 2007 is as follows.

4. Executive Chairman & Managing Director
   The Company has Executive Chairman & Managing Director Shri Gopal Ansal who is responsible for overall planning, policy, strategy, operations and marketing activities of the Company.
    
5. Details of remuneration paid to the Executive Director for the financial year 2006-2007.
   Remuneration of Chairman cum Managing Director is decided by the Board and is based on the recommendations of Remuneration Committee as per remuneration policy of the Company within the ceiling fixed by the shareholders. Remuneration of Shri Gopal Ansal, Chairman cum Managing Director for the year ended 31st March, 2007 was as follows.

6. Retirement of directors
   The Chairman & Managing Director is not subject to retirement by rotation while the non Executive Directors and independent Directors are liable to retire by rotation as per provisions of the Companies Act, 1956. The Chairman and Managing Director was reappointed for a period of 3 years with effect from 1st April, 2006. Shri Subhash Verma and Shri K.S. Bakshi the non executive and Independent Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
    

CORPORATE GOVERNANCE DISCLOSURES

Your Company has constituted following Committees of the Board

1. Audit Committee
   To oversee the Company’s Financial reporting process and disclosure of its financial information including internal control system, reviewing the Accounting Policies and Practices, report of the Company’s Internal Audit Department and Quarterly/Half Yearly/Yearly Financial Statements as also to review financial management policies, the Company has set up an Audit Committee on 31st January, 2001. The Committee as on date comprises of four directors viz Shri Gopal Ansal, Shri Deepak Ansal , Shri Subhash Verma and Shri V.P. Verma. The terms of reference of Audit Committee are as per requirements of listing agreement and the Companies Act, 1956. During the Financial Year 2006-2007, four Audit Committee Meetings were held on 29th June, 2006, 28th July, 2006, 31st October, 2006 and 31st January, 2007.
   
   Shri Subhash Verma an Independent Non-Executive Director is the Chairman of the Audit
   Committee.
   
   The Company Secretary acts as Secretary of the Committee.
   
   The powers of audit committee have been re-broadened pursuant to amended clause 49 of the listing agreement.
   
   The role of audit committee was also redefined pursuant to amended clause 49 of the Listing Agreement.
   
   Scope of functions of Audit Committee

1. The Members of the Audit Committee shall have discussion with the auditors periodically about adequacy of internal control system and control procedures, scope of audit including the observations of the auditors, and review the quarterly/half yearly and annual financial statements, before submission to the Board, and also ensure compliance of internal control system.
    

2. The audit committee shall have authority to investigate into any matter in relation to the items specified in Section 292A or referred to it by the Board and for this purpose shall have full access to information contained in the records of the Company.
    

3. Any recommendation given by the Audit Committee on any matter relating to Financial Management including the audit report, shall be binding on the Board. If any recommendation is not accepted by the Board, it shall record the reasons thereof and also communicate such reasons to the Shareholders.
    

4. The Audit Committee shall meet periodically as many times as may be prescribed under the rules framed by the Central Government and/or as may be required by the listing agreement with Stock Exchange, from time to time. However, it will be essential to have such meetings for review of quarterly/half yearly and annual financial statements before these are submitted to the Board.
    

2. Share Transfer cum Shareholders’ Grievances Redressal Committee
   To specifically look after share transfer work and to look into the redressal of complaints like transfer of shares, non-receipt of annual report and non-receipt of dividend etc., the Company has set up a Share Transfer cum Shareholders Grievances Redressal Committee. The Committee consists of three members viz. Shri Gopal Ansal as chairman, Shri Subhash Verma Director and Shri Ashok Babu, Company Secretary as Members.
   
   During the year under review seventeen meetings of the committee were held. This committee has been constituted to look into shareholders/Investors grievances and suggest remedial measures and to take timely action on transfer of shares, issue of Duplicate Share, Split, Transmission, Consolidation, Demat and Remat of shares. During the years under review six complaints were received from the shareholders of the Company which were satisfactorily
   redressed and at the end of the year under review no shareholders’ complaint was pending.
    
3. Remuneration Committee
   The Remuneration Committee comprises of three Directors viz Shri Subhash Verma as Chairman and Shri Deepak Ansal and Shri V.P. Verma as members. All are non Executive Directors. Broad terms of reference of the Remuneration Committee include recommendation to the Board on salary/perquisites, commission and retirement benefits and finalisation of the perquisite package
   payable to the Company’s Managing Director/Whole-time Directors.
   
   Last Remuneration Committee Meeting was held on 29th June, 2007 for recommending the increase in the remuneration of Shri Gopal Ansal, Chairman cum Managing Director pursuant to the provision of section 198, 269, 309, 310, 311 read with the schedule XIII of the Companies Act, 1956, as stated in the Special Resolution as Item No. 6 of the accompanying notice for your approval.

Appointment of CEO and CFO and their certification to the Board of Directors
Shri Gopal Ansal, Chairman cum Managing Director of the Company was appointed as the CEO of the Company.

Shri R.L. Gupta, Sr.V.P.(Finance) of the Company was appointed as CFO of the Company. The intimation regarding above appointments has already been given to Bombay Stock Exchange Association Ltd.

In terms of the requirement of the amended clause 49, the certificates from CEO and CFO had been obtained and placed before the Board of Directors.

Code of Conduct
In tune with the corporate philosophy, the Board of Directors of the Company in its meeting held on 27th October, 2005 laid down a code of Conduct for all Board Members and Senior Management of the Company in terms of the requirement placed in the amended clause 49 of the Listing Agreement. The Code of Conduct is displayed at Company’s Website.

All members of the Board and Senior Management personnel affirm compliance with the code of conduct and business ethics and Shri Gopal Ansal, Chairman cum Managing Director has given declaration to this effect as hereunder.

Declaration for Compliance of Code of Conduct
I hereby confirm that:
The Company has obtained from all members of the Board and Senior Management personnel, affirmation that they have complied with the code of conduct and ethics for Directors and senior management personnel for the financial year 2006-2007

Particulars of Last three Annual General Meetings
The dates, time and venue of the three previous Annual General Meetings held during the last three years are given below: