Corporate Governance

The Company strongly believes that good Corporate Governance is a pre-requisite for enhancing shareholders' long-term value. The Company's policies and practices are aimed at efficient conduct of business and effectively meeting its obligations to shareholders. The Company has been consistently improving transparency and accountability to all its stakeholders.

Board Of Directors (Composition and category of Directors)

Details of Meeting of Board of Directors held during the year 2001-2002
Attendance of Directors at the Meeting of Board of Directors (BoD) held during the financial year 2001-2002 and the last Annual General Meeting (AGM) held on 25th July 2001 are as follows:

The Record of Attendance of Directors

During the year, Shri A. C. Mehta was appointed by the Board on 21st January, 2002 as an Additional Director. GIC has withdrawn nomination of Shri Y. D. Patil and IDBI has substituted nomination of Shri Siby Antony with Dr. A. S. Kane and subsequently with Shri Aloke Sengupta.

Number of Directorships of other Public Limited companies and Memberships of Board Committees

Committees of Board of Directors
AUDIT COMMITTEE
Brief description of Terms of Reference: To oversee the Company's financial reporting process, internal control systems, reviewing the accounting policies and practices, reports of the Company's internal auditors and financial statements audited by the statutory auditors as also to review financial and risk management policies.

Constitution : Constituted by the Board of Directors at its meeting held on 24th January, 2000.

Composition, Names of Members and Chairperson: Consists of 3 independent Directors as under:

The record of attendance of the Audit Committee members during the year

Shri Aloke Sengupta was nominated on the Board w.e.f. 7^th March, 2002

# ceased to be Director w.e.f. 6^th December, 2001.

SHAREHOLDERS/INVESTORS' GRIEVANCE COMMITTEE
Brief description of Terms of Reference: To specifically look into redressal of complaints like transfer of shares, non-receipt of dividends, non-receipt of annual report etc. received from shareholders / investors and improve the efficiency in investors service, wherever possible.

Constitution: Constituted by the Board of Directors at its meeting held on 22nd January, 2001.

Composition, Names of Members and Chairperson :

Name & designation of Compliance Officers:

The record of attendance of Shareholders / Investors' Grievance Committee members during the year

* ceased to be director and member w.e.f. 21st January, 2002

Details of complaints received etc. during the year 2001-2002

REMUNERATION COMMITTEE
No Remuneration Committee has been constituted by the Board of Directors of the Company.

Details of remuneration paid to the Executive Directors for financial year 2001-2002:

Details of commission and sitting fees paid to Non-Executive Directors for financial year 2000-2001* : Shri S. S. Marathe : Rs.2,10,000/-; Shri F. J. Heredia : Rs.60,000/-; Shri R. A. Shah : Rs. 2,00,000/-; Shri P. J. Fernandes : Rs.50,000/-; Shri D. Basu : Rs.2,30,000/-; Shri O. P. Khungar : Rs.90,000/-; Shri N.C. Singhal : Rs. 2,85,000/-; Industrial Development Bank of India (Shri Siby Antony, Nominee Director) : Rs.1,00,000/- and General Insurance Corporation of India (Shri Y. D. Patil, Nominee Director): Rs.75,000/-
(*commission for 2001-2002 is yet to be paid)

Apart from the above, the Company also pays sitting fees to the Non-Executive Directors @ Rs. 3,000/- for each Director per meeting.

ANNUAL GENERAL MEETINGS
Details of last three Annual General Meetings held

DISCLOSURES
(i) Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large : None of the transactions with any of the related parties were in conflict with the interests of the Company.

(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, or any matter related to capital markets during the last three years : The Company has complied with the requirements of regulatory authorities on matters related to capital markets and no penalties/strictures have been imposed against the Company during the last three years.

MEANS OF COMMUNICATION
The Company publishes its financial results every quarter in leading newspapers such as The Economic Times and Maharashtra Times. The results are also displayed on the Company's Website www.deepakgroup.com and therefore communication on the half-yearly results are not sent individually to the shareholders of the Company.

COMPLIANCE CERTIFICATE
The Certificate regarding compliance of conditions of Clause 49 of the Listing Agreement from the Auditors of the Company is annexed hereto.

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