Particulars

Clause of Listing Agreement

Compliance status

(Yes/No)

Remarks

I

Board of Directors

    49 I

(A)

Composition of Board

49(IA)

Yes

(B)

Non-executive  directors’ compensation & disclosure

49(IB)

Yes

Non-executive directors are paid sitting fees within the limit prescribed  in  Companies(Central Government’s) General Rules and Forms and the commission paid to them has been approved by the shareholders

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Other provisions as to Board and Committees

49(IC)

Yes*

The Board has reviewed periodically the status of legal compliances and steps taken to rectify instances of non-compliance

(D)

Code of Conduct

49(ID)

Yes*

 Tata Code of Conduct  applies to all Managing/Executive Directors and employees. A condensed version of the Code of Conduct applicable to non-executive directors has also been adopted by the Board. Both the codes have been posted on the website of the company. Affirmation of compliance has been obtained from all board members and senior management personnel based on which the  declaration by the Managing Director has been included in the Annual Report for 2005-06.

II

Audit Committee

49 II

(A)

Qualified & Independent Audit Committee

49(IIA)

Yes

(B)

Meeting of Audit Committee

49(IIB)

Yes

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Powers of Audit Committee

49IIC)

Yes

(D)

Role of Audit Committee

49 (IID)

Yes*

Issues relating to   review of performance of  auditors, Pre-audit discussion with statutory auditors and review of functioning of Whistle blower mechanism will be  covered in 2006

(E)

Review of information by Audit Committee

49 (IIE)

Yes*

Review of Management Discussion & Analysis and Management letters/letters of internal control weaknesses issued by statutory auditors, if any, has been done by the Audit committee.

III

Subsidiary companies

49  III

Yes*

The company does not have any material non listed Indian subsidiary as defined in clause 49. Audit committee reviews the financial statements of non listed subsidiaries while considering annual accounts. System of placing minutes of board meetings of unlisted subsidiaries have been introduced from 1.1.2006.

IV

Disclosures

49  IV

(A)

Basis of Related Party transactions

49 (IVA)

Yes

System introduced from 1.1.2006

(B)

Disclosure of Accounting treatment

49 (IVB)

Yes

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Board Disclosures-Risk management

49   (IVC)

Yes

The company has carried out detail exercise to identify the risks facing its business, classification of risks into high, medium and low and measures for mitigation of the risks. A risk register has also been prepared and risk managers have been identified for each risk. These have been reviewed by the Audit committee and the Board has also considered the same.

(D)

Proceeds from Public Issues, rights issues, preferential issues  etc

49  (IVD)

Yes

No public/rights/preferential issue  made in last 3 years

(E)

Remuneration of Directors

49  (IVE)

Yes*

Criteria  of making payments to non-executive directors and disclosure of their shareholding  has been mentioned  in  2005/06 Annual Report.

(F)

Management

49  (IVF)

Yes*

Disclosure from Senior Management  has been obtained in April 2006

(G)

Shareholders

49 (IVG)

Yes*

Disclosure of   shareholding  of Directors coming up for appointment  has been introduced from 2005/06 Annual Report.

V

CEO/CFO Certification

49  V

 Yes

 Has been introduced from 2005/06 Annual  Accounts.

VI

Report on Corporate Governance

49  VI

Yes*

Annual Corporate Governance report already forms part of Annual Report. The  report in  revised format for  2005/06  takes care of new requirements. Quarterly compliance reports are regularly submitted to Stock Exchanges.

VII

Compliance

49  VII

Yes

Auditors’ certificate on compliance of the conditions of corporate governance  is included  in the Annual Report.