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Board of Directors Profile of the Directors Board Committees

Board of Directors

Mr. Thiruvidaimarudur Krishna Prabhakara Naig
Mr. Pandoo Naig
Mr. Dhananjay Chandrakant Parikh
Mr. Thirumakottai Subramaniaiyar Raghavan
Mr. Ayodhyaprasad Chandra Shekhar Shukla
Mr. Tushar Shridharani

Mr.Thiruvidaimarudur Krishna Prabhakara Naig

Mr. Thiruvidaimarudur Krishna Prabhakara Naig, aged 62 is the Chairman of our Company. He has been associated with our company since its inception. Mr. Naig holds a bachelors degree in Commerce from Madras University and has more than 25 years of experience in the field of Capital Market and Investment Banking activities. He has previously held the position of President and Managing Director of Indbank Merchant Banking Services Ltd. (A subsidiary of Indian Bank) during the year 1997 to 1999. Prior to that from 1983 to 1988, he was the Chief Manager, Merchant Banking Division of Indian Bank. During his stint with Indbank, he assisted companies like Indian Railway Finance Corporation, Punjab Alkalies and Chemicals Ltd, Lakshmi Electrical Control Systems Ltd etc. in raising capital through Public Issues, Rights Issue and Private Placement of Equity. He also represented Indbank on the Board of Offshore Funds set up by FIIs like Shrodders, London, Invesco, London and Martin Currie, Edinburough. In the year 2000, he held the position of Deputy Country Head and later Country Head and Vice President of Union Bank of California, N.A.

Mr. Pandoo Naig

Mr. Pandoo Naig, aged 29 is the Managing Director of our Company. Mr. Naig is a co-founder of our Company and has over 10 years of experience in capital markets. He has been associated with our Company since its inception and has been handling the affairs of Investment Banking where his focus has been on fund raising for emerging companies, advisory and financial services.

Mr. Dhananjay Chandrakant Parikh

Mr. Dhananjay Chandrakant Parikh, aged 54 is the Non Executive Director of our Company. He is a practicing Chartered Accountant from The Institute of Chartered Accountant of India. He was appointed as the Non Executive Director of our Company on February 04, 2010. Throughout his professional life spam he has handled project loan for various companies for setting up projects & working capital facilities from Banks, like Oriental Bank of Commerce, State Bank of India, Bank of Baroda, Shamroa Vithal Co-operative and Small Industrial Development Bank of India. In-depth work experience of Audit of Stock Exchange and brokers audit with specialized knowledge of tax planning. He is the Auditor of Vadodra Stock Exchange. He has held major positions as a statutory Auditor in number of Companies, Internal Auditor in number of Companies, Project Consultant in number of reputed companies, Member of Audit committee in four Companies, Trustee of three trust, Treasure of Various societies, and member of reputed club of Vadodara.

Mr. Thirumakottai Subramaniaiyar Raghavan

Mr. Thirumakottai Subramaniaiyar Raghavan, aged 71 is the Independent Director of our Company. He holds Masters Degree in Arts from University of Madras. He was appointed as the Independent Director of our Company on January 27, 2010.He is a Banking and Finance professional, with almost 40 years of experience in his life time career of banking. In 1965 he joined Indian Overseas Bank, Madras as a probationary Officer and became the General Manager. He became Executive director of Vijaya Bank in 1996. Subsequently he served as the Chairman and Managing Director for Bank of Maharasthtra and then with Indian Bank from May 1997 till retirement. He is presently serves the board of many corporates across various industries including Chairman of a well known publishing and trading company. He is also active in social services and charities relating to rural development and medical aid to poor amongst others.

Mr.Ayodhyaprasad Chandra Shekhar Shukla

Mr.Ayodhyaprasad Chandra Shekhar Shukla, aged 46 is the Independent Director of our Company and was appointed on March 11, 2010. He is Masters in Business Administration (Finance) with over 24 years of Experience in Capital Market. He is currently associated with Joindre Capital Services Limited which is a member of BSE/NSE/MCX/NCDEX as a President and Compliance Officer and working till date.

Mr. Tushar Shridharani

Mr.Tushar Shridharani, aged 50 is the Independent Director of Our Company and was appointed on December 02, 2010. He holds bachelor’s degree in commerce from Mumbai University, Practicing Company Secretary from The Institute of Company Secretaries of India and bachelor’s degree in Law from Mumbai University. During mid 1980 to 1994, he served two eminent Indian Corporate groups – Bombay Dyeing – (Bombay Burmah Trading Corporation Ltd.) for 13 years and Lloyds – Lloyds International Ltd for one year. From 1994 he has been a Practicing Company Secretary till now and he is an Independent Director for Mecklai Financial Services Limited and holding 50% stake in Growth Capital Trustee Company Private Limited. During his lifetime career he had privilege to undertake ‘Corporate Law Due Diligence’ particularly for ‘Private Equity & Venture Capital Transactions he has also served his advice to few multinational companies.He has remained as a member of ‘Research Committee’, Professional Development Committee of Western India Regional Council of the Institute of Company Secretaries of India when invited.

Audit Committee

The Audit Committee was constituted by our Directors at their Board meeting held on December 02, 2010.

The Audit Committee comprises of the following members:

Name of Director	Designation	Status
Mr. Ayodhyaprasad Chandra Shekhar Shukla	Chairperson	Independent Director
Mr. Thirumakottai Subramaniaiyar Raghavan	Member	Independent Director
Mr. Tushar Shridharani	Member	Independent Director
Mr. Pandoo Naig	Member	Managing Director

Ms Bhavyata Raval is the secretary to the audit committee.

Scope and terms of reference

The scope and function of the audit committee is in accordance with Clause 49 of the Listing Agreement and section 292A of the Companies Act. The audit committee acts as a link between the management, the statutory, cost and internal auditors and the Board of Directors and oversees the financial reporting process.

Audit Committee’s terms of reference include the following: -

Overseeing our Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Recommending to our Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees;
Approval of payment to our statutory auditors for any other services rendered by them;
Reviewing, with the management, the annual financial statements before submission to our Board for approval, with particular reference to:
1. Matters required to be included in the Director’s Responsibility Statement to be included in our Board’s report in terms of clause (2AA) of section 217 of the Companies Act;
2. Changes, if any, in accounting policies and practices and reasons for the same;
3. Major accounting entries involving estimates based on the exercise of judgment by management;
4. Significant adjustments made in the financial statements arising out of audit findings;
5. Compliance with listing and other legal requirements relating to financial statements;
6. Disclosure of any related party transactions;
7. Qualifications in the draft audit report;
Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter.
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with our internal auditors about any significant findings and follow up thereon;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
Discussion with our Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
Reviewing our Company’s risk management policies;
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Our audit committee is empowered, pursuant to its terms of reference, to:

Investigate any activity within its terms of reference.
Seek any information it requires from any employee.
Obtain legal or other independent professional advice.
Secure the attendance of outsiders with relevant experience and expertise, when considered necessary.

Our Audit Committee shall mandatory review the following information:

Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the audit committee), submitted by our management;
Management letters / letters of internal control weaknesses issued by our statutory auditors;

Shareholders/Investors Grievance Committee

The shareholders/investors grievance committee was constituted by our Directors at the Board meeting held on December 02, 2010.The shareholders/investors grievance committee comprises of the following members:

Name of Director	Designation	Status
Mr. Ayodhyaprasad Chandra Shekhar Shukla	Chairman	Independent Director
Mr. Thirumakottai Subramaniaiyar Raghavan	Member	Independent Director
Mr. Dhananjay Parikh	Member	Non-executive Director

Scope and terms of reference

The shareholders/investors grievance committee is responsible for the redressal of shareholder grievance in accordance with Clause 49 of the Listing Agreement; it shall look into all matters related with the transfer of shares, issue of share certificates, non-receipt of annual report and non-receipt of declared dividends.

Functions of the shareholder/ investor grievance committee: -

To approve and register transfer and/ or transmission of all classes of shares;
Redressal of shareholders and investor complaints e.g. transfer of shares, non receipt of balance sheet/ annual report, non receipt of declared dividend, interest, notices etc.;
Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
To sub-divide, consolidate and issue duplicate share certificates on behalf of our Company;
To do all such acts, things, or deeds as may be necessary or incidental to the exercise of the above powers.