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The Company Philosophy on Corporate Governance is to adopt internal and external measures to increase the level of transparency and accountability and to respect the laws of land & rights of stakeholders and to uphold at all times fundamental values of accountability, probity and transparency. However as the first objective of the Company is to revive the operation of the Company.

In view of all above, the clause 49 of the Listing Agreement in respect of Corporate Governance could not be complied with. However at the Board Meeting held on 31st July, 2007, Mr. Raghavendra P. Gaikaiwari and Mr. Ashok R. Sarada were appointed as Independent Directors and the Committee like Audit Committee , Shareholders’ Grievance Committee were constituted and efforts are being made to comply with clause 49 of the Listing Agreement.

Management Discussion:

The Factory of the Company is closed since 1999-2000 and thereby no manufacturing operation was there during the financial year under review.

However the Management is putting its all efforts to explore the business potentialities and revive the Company.

There are no financial or commercial transactions having a potential conflict of interest between personnel in the management and the Company.