The Board comprises of optimum combination of Executive, Non-executive and Independent Directors. Out of 6 (six) Directors on the Board, 5 (five) are Non-executive Directors (including 4 (four) Independent Directors) and 1 (one) Executive Director designated as Managing Director. Manohar Bidaye, Chairman of the Board is Promoter and Non-executive Director, thus complying with minimum requirement of 50% of Board consisting of Independent Directors.

During the year, Satya Pal Talwar, erstwhile Independent Director, who had joined the Board on June 18, 2007, has resigned from the Board w.e.f. February 18, 2008. Harish Nayak, Non-executive Director resigned from the Board w.e.f. September 28, 2007. There are no Institutional / Nominee Directors on the Board of the Company.

Non-executive Directors' compensation and disclosures:

The Company pays sitting fees to all its Non-executive Directors for attending Board meetings, Audit Committee meetings and other Committee meetings of the Company, except Mr. Manohar Bidaye; who is paid monthly remuneration for rendering advisory services to the Company w.e.f. April 1, 2007 as approved by the Central Government.

The details of fees paid to Directors during the financial year are given under Para (b) on Remuneration Committee in this Report.

Other provisions related to Board and Committees:

Number of Board Meetings: During the year, the Board met 8 (eight) times i.e. on June 18, 2007; July 2, 2007;July 27, 2007; October 29, 2007; November 23, 2007; December 20, 2007; January 24, 2008 and February 19, 2008. The maximum time gap between 2 (two) meetings did not exceed more than 4 (four) months.

Chairmanship / Membership: Directors have confirmed to the Company that none of them is a member of more than 10 (ten) committees, or is chairman of more than 5 (five) committees across all companies in which they are acting as directors. For the purpose of reckoning the said limit, chairmanships / memberships of the Audit Committee and the Shareholders' Grievance Committee alone are considered.

Periodical review of Compliance Reports: Reports on compliance of all laws applicable to the Company have been periodically placed before the Board for review.

The details of the composition of the Board of Directors, their attendance at the Board meetings during the year ended March 31, 2008, and at the last Annual General Meeting, other directorships held and chairmanship / membership held in committees of other public companies are stated below:

* - Alternate directorships, directorship / committee membership in private companies, foreign companies, companies under Section 25 of the Companies Act, 1956 and proprietorships; and membership in governing councils, chambers and other bodies are not included while calculating directorships in above table.

** - Also includes the committees in which Directors holds the position of a chairman.

*** - Harish Nayak ceased to be a Director of the Company in the Annual General Meeting of the Company held on September 28, 2007 by not opting for re-appointment as Director of the Company.

**** - Satya Pal Talwar, was appointed as Additional Director on June 18, 2007 and the shareholders’ at their meeting held on September 28, 2007 appointed him as Director liable to retire by rotation.

(Information for other directorships and committee memberships of Harish Nayak and Satya Pal Talwar are based on earlier declarations received from them.)