DIRECTORS' RESPONSIBILITY STATEMENT
 
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that :
 
i)  in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed      by the Company ;
 
ii) appropriate Accounting Policies, as mentioned in Schedule 17, have been selected and applied      consistently and such judgments and estimates have been made that are reasonable and prudent so      as to give a true and fair view of the state of affairs of the Company as at 31st March, 2008 and of the      profit of the Company for the financial year ended on that date ;
 
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in      accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the      Company and for preventing and detecting fraud and other irregularities ; and
 
iv) the annual accounts have been prepared on a going concern basis.
 
CORPORATE GOVERNANCE
 
Adequate steps to ensure compliance of all the mandatory provisions of 'Corporate Governance' as amended in the Listing Agreements of the Stock Exchanges with which the Company's Shares are listed have been taken and your company has ensured its required compliance.
 
A separate Report each on Corporate Governance and Management Discussion & Analysis are annexed hereto as Annexure 'A' along with Auditors' Certificate for its due compliance and Annexure 'B' respectively as part of Annual Report.
 
DIRECTORS
 
Shri B. K. Birla and Smt. Manjushree Khaitan, Directors of your Company, retire from the Board by rotation but are eligible for re - election.
 
AUDITORS
 
The Company has received a requisite certificate pursuant to Sec. 224 (1B) of the Companies Act, 1956 from Price Waterhouse, the Auditors of your Company regarding their eligibility for re - appointment as Auditors, who retire at the ensuing Annual General Meeting and we recommend their re - appointment.
 
COST AUDITORS
 
The Company has appointed qualified Cost Auditors, in terms of the directives of the Central Government under section 233B of the Companies Act, 1956, to conduct cost audits of the various products manufactured by the Company.
 
PARTICULARS OF EMPLOYEES
 
The particulars as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report and the same is enclosed as Annexure 'C'.