Corporate Governance Report

A brief resume and the profile of directors retiring by rotation/ Managing Director eligible for appointment or re-appointment at the ensuing Annual General Meeting of the Company are given in the notice of Annual General Meeting, annexed to this Annual Report

Resolutions have been proposed for the reappointment of Mr. Manharbhai Patel ensuing Annual General Meeting. Mr. Manharbhai Patel is not related to any of the Directors of the Company.

Board Procedure

In the financial year 2007-08, 6 meetings of Board of Directors were held, the information to be made available to the Board as per Annexure IA forming part of Clause 49 has been complied with. The Board Meetings are generally held at the Corporate Office of the Company in Vadodara. Calendar of the Board Meeting is fixed in advance for each year. The Board meets at least once a quarter with the gap between two meetings not exceeding four months. The Directors also have access to all the information about the company and are free to recommended inclusion of any matter in the agenda for discussion.

Details of the Board Meeting held during the year are as follows:

Sr.No.

Date of Board Meeting

Chairman

1

15 th June 2007

Shri Kaushik B Parikh

2

29 th June 2007

Shri Kaushik B Parikh

3

28 th July 2007

Shri Kaushik B Parikh

4

24 th October 2007

Shri Kaushik B Parikh

5

26 th November 2007

Shri Kaushik B Parikh

6

25 th January 2008

Shri Kaushik B Parikh

7

6 th February 2008

Shri Kaushik B Parikh

8

15 th March 2008

Shri Kaushik B Parikh

Details of Attendance of the directors at the Board Meetings held during the year 2007-08 and at the last Annual General Meeting are given below:

Sr. No.

Name of Directors

No. of Board Meeting held while holding the office

No. of Board Meeting attended while holding the office

Attendance at last AGM

1

Shri Girishbhai Shah

8

8

Yes

Shri Kaushikbhai Parikh

8

8

Yes

Shri Manharbhai Patel

8

8

Yes

Shri Babubhai Parikh *

1

0

Yes

Dr. Ramanbhai Patel **

7

7

No

Smt Ushaben Parikh *

1

0

No

Smt Shantaben Patel *

1

0

No

* Resigned with effect from 15 th June 2007

** Appointed as Director with effect from 15 th June 2007

The Details of Share holding of Directors

Name of the Director

No. of shares held as on 31.03.2007

Shri Girishbhai Shah *

500

Shri Kaushikbhai Parikh

29,83,826

Shri Manharbhai Patel

86,578

Shri Babubhai Parikh*

1,93,931

Smt Ushaben Parikh *

3,45,042

Smt Shantaben Patel *

39,328

Dr. Ramanbhai Patel *

Nil

* Non executive Directors