1. Audit Committee:

  The Audit Committee has been entrusted to overview the accounting systems, financial reporting and internal controls of the Company. The power and role of audit committee is as set out in Listing Agreements.

As on date, the Audit Committee of the Board, after duly reconstituted consists of the two independent Non Executive Director and Managing Director, as specified below:-

Sr. No.	Name	Designation
1.	Shri Girishbhai Shah	Chairman
2.	Dr. Ramanbhai Patel	Member
3.	Shri Kaushikbhai Parikh	Member

All the members of committee are financially literate and have expert knowledge of finance and accounting.

Quorum of committee is two members, including both the independent directors. Calendar of the meeting is fixed in advance for each year. The committee met 4 times during the year under review. The committee also met prior to finalization of accounts for the period ended on 31 st March, 2008 .

Meetings of Audit Committee and attendance.

Sr. No.	Date of Meetings	No. of Members	Attendance
1.	25 th May 2007	3	2
2.	29 th June 2007	3	3
3	28 th July 2007	3	3
4	24 th October 2007	3	3
5	25 th January 2008	3	3

The Internal Auditors, Head of Finance and representative of Statutory Auditors are permanent invitees at the meetings.

Audit Committee's terms of reference:

•  Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

•  Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

•  Reviewing with management the half yearly and annual financial statements before submission to the board, focusing primarily on

•  Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause(2AA) of section 217 of the Companies Act, 1956

•  any changes in accounting policies and practices

•  major accounting entries based on exercise of judgment by management

•  qualification in draft audit report

•  significant adjustments arising out of audit

•  the going concern assumption

•  compliance with accounting standards

•  compliance with stock exchange and legal requirements concerning financial statements

•  any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of Company at large.

•  Reviewing with the management the quarterly financial statements before submission to the board for approval

•  Reviewing with the management, external and internal auditors, the adequacy of internal control systems and ensuing compliance therewith.

•  Reviewing the adequacy of internal audit function, 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.

•  Discussing with internal auditors any significant finding 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.

•  Discussing with external auditors before the audit commences nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.

•  Reviewing the Company's financial and risk management policies.

•  To look into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

•  Any other function(s)/responsibilities as may be delegated by the Board from time to time.

•  To review mandatorily the following information

1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee) submitted by management
3. Management letters/ letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.