Corporate Governance has become integral part of the Company in its pursuit of excellence, growth and value creation. It continuously endeavours to leverage available resources for translating opportunities into reality. During the year under review, the Board continued its pursuit of achieving these objectives through the adoption and monitoring of prudent business plans.

In India, Corporate Governance Standards for listed companies are regulated by the Securities and Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement of the Stock Exchanges. The stipulations mandated by Clause 49 became applicable to your Company in March, 2001 and have been fully complied with since then.

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. Company has introduced a systematic mechanism of Corporate Governance. Company reviews its policies and practices of Corporate Governance with a clear goal of a transparent system of operation and it implements the Corporate Governance practices with letter and spirit.

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.

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 two Wholetime Directors to broad base the Board of Directors. During the year under review the Board consisted of six Directors, out of which three are Non-Executive Independent Directors and three are Executive Directors. Chairman is an Executive Director. Shri V.P. Verma had resigned from the Directorship of the Company in the Board Meeting held on 30th June, 2009 and the Board has taken steps to search another independent Director in his place. The Company’s policy is to maintain optimum combination of Executive and Non-Executive Directors.
   
   The Composition of Directors, their attendance at Board Meetings during the Financial Year 2008-2009 and last Annual General Meeting and their other Directorships/Committee Memberships in other Companies are as follows:

As on 31st March, 2009

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	5	No	1	-	-	-
Shri Subhash Verma	I-NED	8	Yes	2	-	-	-
Shri K.S. Bakshi	I-NED	0	Yes	8	-	-	-
Shri V.P. Verma	I-NED	8	Yes	-	-	-	-
Shri R.L. Gupta	WTD-ED	8	Yes	-	-	-	-
Shri Gaurav Mohan Puri	WTD-ED	8	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
WTD-ED	Whole Time Director – 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 2008-2009.

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. 2500/- and Audit Committee Meetings @ Rs. 1500/- per meeting to each Director. No sitting fee is paid to Chairman Cum Managing Director and Whole time Directors. The Sitting fee paid to the Directors for attending meetings of Board of Directors and Audit Committee Meetings for the year ended 31st March, 2009 is as follows.

4. Executive Chairman & Managing Director and Wholetime Directors
   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. Shri R.L. Gupta, Wholetime Director (Finance & Business Development) and Shri Gaurav Mohan Puri, Wholetime Director (Projects) were appointed for a period of three years w.e.f. 1st November, 2007 to 31st October, 2010.
    
5. Details of remuneration paid to the Executive Directors for the financial year 2008-2009.
   RRemuneration of Chairman cum Managing Director and Wholetime Directors is decided by the Board, based on the recommendations of Remuneration Committee as per remuneration policy of the Company, within the ceiling limits fixed by the shareholders. Remuneration paid to Shri Gopal Ansal, Chairman cum Managing Director, Shri Gaurav Mohan Puri and Shri R.L. Gupta, Wholetime Directors for the year ended 31st March, 2009 was as follows.

6. Retirement of directors
   The Chairman cum Managing Director is not subject to retirement by rotation while the Wholetime Directors, the Non Executive Directors and Independent Directors are liable to retire by rotation as per provisions of the Companies Act, 1956. The Chairman cum Managing Director was reappointed for a period of 3 years with effect from 1st April, 2009. 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, offer himself for re-appointment. Shri V.P. Verma had resigned from the directorship of the company in its Board meeting held on 30th June, 2009.
    

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 for review of financial management policies, the Company has set up an Audit Committee on 31st January, 2001. During the year under review the Committee comprised of three directors viz Shri Gopal Ansal, Shri Subhash Verma and Shri V.P. Verma. Shri V.P. Verma had resigned from the directorship of the Company in its Board Meeting held on 30th June, 2009, hence, resigned from the Audit Committee also. Meanwhile the Board of Directors has taken steps to search another independent director in his place and to reconstitute audit committee also. The terms of reference of Audit Committee are as per requirements of listing agreement and the Companies Act, 1956. During the Financial Year 2008-2009, four Audit Committee Meetings were held on 30th June, 2008, 31st July, 2008, 29th October, 2008 and 31st January, 2009. Shri Subhash Verma, an Independent Non Executive Director, is the Chairman of the Audit Committee.
   
   All members of the Audit Committee are financially literate. Shri R.L. Gupta, Wholetime Director (Finance and Business Development) attended all Audit Committee meetings as a Special Invitee and apprised the Committee of various financial matters.
   
   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.
   
   Powers of Audit Committee
   The Audit Committee shall have the following powers:
   1. To investigate any activity within its terms of reference
   2. To seek information from any employee
   3. To obtain outside legal or other professional advice
   4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
   
   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 of the quarterly/half yearly and annual financial statements, before submission to the Board, and also to ensure compliance of internal control systems.
       

   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 Twenty 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 Shares, Split, Transmission, Consolidation, Demat and Remat of shares. During the years under review Two 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
   During the year under review, the Remuneration Committee comprised of two Directors viz Shri Subhash Verma as Chairman and Shri V.P. Verma as member. Both are non Executive Directors. Shri V.P. Verma had resigned from the directorship of the Company in its Board Meeting held on 30th June, 2009, hence, resigned from the Remuneration Committee also.
   
   Meanwhile the Board of Directors has taken steps to search another independent director in his place and to reconstitute remuneration committee also. Broad terms of reference of the Remuneration Committee include recommendations to the Board on salary/perquisites, commission and retirement benefits and finalisation of the perquisite package payable to the Company’s Chairman cum Managing Director/Whole-time Directors.
   
   During the year under review, there was one meeting of remuneration committee held on 31st January, 2009 wherein Shri R.L. Gupta, Wholetime Director (Finance & Business Development) and Shri Gaurav Mohan Puri, Wholetime Director (Projects) placed their letter to offer voluntary reductions in their salary by 15% of their gross remuneration w.e.f. 1st November, 2008 keeping in consideration the recessionary trend in the Industry. The Committee welcomed the step and appreciated.

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:

CEO/ CFO certification to the Board of Directors
In terms of the requirement of the

Other Disclosures

1. Related Party Transactions
   The Company did not have any materially significant related party transactions, which may have potential conflict with the interest of the Company. The disclosure relating to transactions with the related parties as per Accounting Standard 18 is appearing in Para 6 Part B of Schedule 12 of notes on accounts of the annual accounts of the Company for the year ended 31st March, 2009.
    

2. Accounting Treatment
   TThe Company has followed Accounting Standard prescribed by the Companies (Accounting Standards) Rules, 2006, and the relevant provisions of the Companies Act, 1956, to the extent applicable in preparations of financial statement. A necessary note has already been given in the Notes on Accounts Schedule 12 of the Annual Accounts of the Company for the year ended 31st March, 2009.
    

3. Risk Management Policy
   The Company has laid down procedures to inform the Board members about the risk assessment, if any, and procedure to minimize the same. During the year under review the Company has not assessed any risk in the operations of the Company, hence Company has not informed the Board Members.
    

4. Proceeds from Public Issues, Right Issues, Preferential Issues etc.
   There was no public issue, right issue, preferential issue etc. during the year under review.
    

5. Legal Compliance
   No penalties or strictures have been imposed by SEBI or Stock Exchange or any other statutory authorities on matters relating to capital markets during the last three years. All the requirements of the Listing Agreements with the Stock Exchanges as well as regulations and guidelines of SEBI are strictly being followed.
    

6. Code of Conduct
   In tune with the corporate philosophy, the Board of Directors of the Company in its meetings held on 27th October, 2005, 29th June, 2007, 21st May, 2008 and 5th May, 2009 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.
   
   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 2008-2009.