i) COMPOSITION OF BOARD, DIRECTORSHIPS & COMMITTEE...(continued)
 
The company does not have any convertible instruments as at 31.03.2009.
 
Notwithstanding Shri Parik being the Director, he discharges and continues to discharge his duties and obligations previously performed by him as Senior President ( Finance & Taxation) and Secretary.
 
ii) ATTENDANCE OF DIRECTORS PRESENT IN THE MEETINGS HELD DURING THE YEAR 2008-09 :
 
Six Board meetings were held during the financial year ended 31st March, 2009 i.e on 3rd May, 2008, 26th June, 2008, 31st July, 2008, 31st October, 2008, 24th January, 2009 and 4th March, 2009 .The attendance of each Director at these meetings is as follows :
 

Sl. No	Members	No. of Board Meetings Attended	AGM held on 29.06.2008 Attended
i.	Shri B. K. Birla	6	Yes
ii.	Shri K. G. Maheshwari	2	Yes
iii.	Shri B. P. Bajoria	5	No
iv.	Shri G. B. Pande	5	Yes
v.	Shri P. K. Choksey	5	Yes
vi.	Shri Amitabha Ghosh	5	Yes
vii.	Shri P. K. Mallik	6	Yes
viii.	Smt. Manjushree Khaitan	1	Yes
ix.	Shri S. K. Parik	6	Yes

iii) CODE OF CONDUCT :
 
The Company has a Code of Conduct for all its Board members and Senior Management personnel for avoidance of conflicts of interest. It has received the necessary declarations affirming compliance with it from all of them during the period from 01.04.2008 to 31.03.2009. There were no material personal interests adverse to the interest of the company and improper personal benefits received, as a result of his/her position, by the Board Members / Senior Management personnel, which could lead to potential conflict of interest with the Company. The Code of Conduct is available on the Company's website.
 
C. AUDIT COMMITTEE :
 
i) TERMS OF REFERENCE :
 
The Audit Committee has been mandated with the same terms of reference as specified in the revised Clause 49 of the Listing Agreements with Stock Exchanges and covers all the aspects stipulated by the SEBI Guidelines. The terms of reference also fully conform to the requirements of section 292A of the Companies Act, 1956.