Corporate Governance Requirements.

1. The Company must publish its philosophy on code of Governance.
2. It is recommended that Chairman and CEO should not be the same person.
3. To disclose the Tenure and age limit of Directors including Independent Directors.
4. Disclose of Definition of Independent Director, Financial Expert and selection criteria for Board of Directors.
5. A Director shall not be a Chairman of more than 5 committees and shall not be a member of more than 10 committees across the companies where he is a director.
   
   
6. To have in place post Board meeting follow up system and compliance of Board procedures.
7. Appointment of Lead independent Director.
8. To setup a Remuneration Committee. Disclosure of Remuneration policy and remuneration of Directors.
9. to disclose Code of Conduct.
10. Audit Committee
1. Transparency in composition of Audit Committee
2. In case the Chairman is executive director 50% of the Committee members should be Independent directors.
3. In case the Chairman is non-executive director 1/3rd Committee members should be Independent directors.
4. At least 4 meetings in a year with duration between the two meetings of not more than 4 months.
5. To disclose the participation of invitees in the committee meetings.
6. Disclosure of Audit committee charter and terms of reference.
7. Publishing the Audit committee report.
11. To provide half yearly financial results to Share holders.
12. Disclose Audit Qualifications in the Annual Report.
13. To establish a Whistle Blower Policy.
14. To disclose details of last 3 AGM and EGM with details of Special resolutions passed in those meetings.
15. A Company shall have a code on Prohibition of Insider Trading.
    
    

(c) Copyright 2006, Shreerang Ketkar