CORPORATE GOVERNANCE REPORT FOR THE YEAR 2006-07

 

 

1.     Company’s philosophy on Corporate Governance

 

WALCHAND PEOPLEFIRST LIMITED believes that transparent accounting policies, appropriate disclosure norms, best-in–class Board practices and consistently high standards of corporate conduct towards its stakeholders are essential for sustained corporate growth.

 

 In India, corporate governance standards for listed companies are regulated by the Securities and Exchange Board of India (SEBI) through Clause 49 of the listing agreement of the Stock Exchanges. As a Company, which believes in implementing and adopting best-in-class corporate governance policies, WALCHAND PEOPLEFIRST LIMITED has adopted practices mandated in the revised Clause 49 and has established procedures and systems to be fully compliant with it.

 

Corporate governance is about commitment to values and ethical business conduct. The report on the Corporate Governance is to fulfill this commitment. An organization is able to attract investors, and enhance the trust and confidence of all stakeholders by following the best governance practices.

 

Our governance philosophy is based on the following:-

 

1.                   Provide an enabling environment to harmonise the goals of maximizing stakeholder value and maintaining a customer centric focus.

 

2.                    Have a simple and transparent corporate structure driven solely by business needs.

 

3.                   Communicate externally, in a truthful manner, about how the company is running internally.

 

4.                   Make clear distinction between personal conveniences and corporate resources.

 

5.                   Be transparent and maintain a high degree of disclosure levels in all facets of its operations.

 

6.                   Satisfy the spirit of the law and not just the letter of the law.

 

The Company’s philosophy on Corporate Governance is thus concerned with the ethics, values and morals of the Company and its Directors, who are expected to act     in the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.

 

Your Board of Directors presents the Corporate Governance Report for the year 2006- 07.

 

2.       Board of Directors

 

a.       Size and Composition of Board

 

The composition and category of Directors as on March 31, 2007 are as under:-

 

                   

Name of Directors

Category

No. of Directorships in other Companies

 

 

No. of Membership/Chairmanship of other  Board Committees

 

 

Public

Private

Member

Chairman

Ms. Pallavi Jha

Chairperson and Managing Director

-

2

-

-

*Ms. Kamalini Bahubali

Non-executive

-

1

-

-

**Mr. Sanjay Jha

Non-executive

-

2

-

-

Mr. M.N. Bhagwat

Independent Non-executive

6

-

4

3

Dr. S.C. Jha

Independent Non-executive

1

-

-

-

Mr. V.K.Verma

Independent Non-executive

-

-

-

-

***Ms. Poonam Barua

Independent Non-executive

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                

 

 

 

 

 

 

 

 

 

 

 

 

  * Ms. Kamalini Bahubali - Resigned as a Director at the Board meeting held on  April   26, 2007.

**The Board of Directors at its meeting held on April 26, 2007 recommended to the   shareholders the appointment of Mr. Sanjay Jha as a Whole time Director of the Company with effect from July 27, 2007.

***Ms. Poonam Barua – Appointed as an additional Director at the Board Meeting held on January 16, 2007.

 

 

b.       Attendance at Board Meeting and Annual General Meeting :-

 

During the accounting year 2006-07, four Board Meetings were held on April 28, 2006, July 27, 2006, October 20, 2006 and January 16, 2007.

 

The Annual General Meeting of the Company for the financial year 2005-2006 was held on July 28, 2006.

 

Attendance at Board Meeting and last Annual General Meeting:-

 

Name of Directors

No. of Board Meetings attended

Attendance at last AGM

Ms. Pallavi Jha

4

Present

*Ms. Kamalini Bahubali

3

Present

**Mr. Sanjay Jha

4

Present

Mr. M.N. Bhagwat

3

Absent

Dr. S.C. Jha

1

Absent

Mr. V.K.Verma

4

Present

***Ms. Poonam Barua

1

-

  * Ms. Kamalini  Bahubali - Resigned as a Director at the Board meeting held on April   26, 2007.

 

                **The Board of Directors at its meeting held on April 26, 2007 recommended to the   shareholders the appointment of Mr. Sanjay Jha as a Whole time Director of the Company with effect from July 27, 2007.

 

***Ms. Poonam Barua – Appointed as an additional Director at the Board Meeting held on January 16, 2007.

 

c.        Board’s Functioning & Procedures:-

 

The Board has complete access to any information within the Company. At meetings of the Board, it welcomes the presence of Managers who can provide additional insights into the items being discussed.

 

The items placed at the Meeting of the Board include the following:-

 

·         Unaudited Quarterly/half yearly financial results and audited annual accounts of the company including segment wise revenue, results and capital employed, for consideration and approval,

 

·         Minutes of meetings of audit, share holders grievance committee,

 

·         remuneration committee,

 

·         Abstracts of circular resolutions passed,

 

·         General notices of interest,

 

·         Sale and/or purchase of investments, fixed assets.

 

·           Review compliance of all laws applicable to the Company including the requirements of the Listing Agreement with the Stock Exchanges and steps taken by the Company to rectify instances of non compliances, if any.

 

·         Related party transactions,

 

·         Reviewing the company’s financial and risk management policies.

 

·         Reviewing the business plan and strategy of the Company.

 

All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial /business plans, financial results, detailed presentations are made.  The Agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions.

 

The Minutes of the Meetings of the Board are circulated through email to all Directors and confirmed at the subsequent Meeting. The Minutes of the Audit committee, Remuneration Committee and shareholders’ grievance committee are also individually given to the Board Directors and thereafter tabled for discussion at the subsequent Board Meeting.

 

 

  

3.       Audit Committee

 

Audit committee acts as a link between the statutory and internal auditors and the Board of Directors. The primary objective of the audit committee is to provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures.

 

a.       Size and Composition:-

 

The Board constituted an Audit Committee of Directors on April 26, 2001 having Mr. Sanjay Jha, Non-Executive Director and Dr. S. C. Jha, Non-Executive Independent Director as members and Mr. M.N. Bhagwat, Non-Executive Independent Director as Chairman of the Committee. Mr. V.K. Verma, Non-Executive Independent Director was appointed as a member of the Audit Committee with effective from April 12, 2006 by passing a circular resolution, which was noted by the Board at their meeting, held on April 28, 2006.

 

The members of the Committee are well versed in finance / accounts, legal matters and general business practices.

 

b.       Attendance at the Audit Committee Meetings:-

 

 During the accounting year 2006-07, four Audit Committee Meetings were held on April 28, 2006, July 27, 2006, October 20, 2006 and January 16, 2007.

 

 

Name of Directors

No. of Audit Committee Meetings attended

*Mr. Sanjay Jha

4

Mr. M.N. Bhagwat

3

Dr. S.C. Jha

1

**Mr. V.K.Verma

4

 

**The Board of Directors at its meeting held on April 26, 2007 recommended to the   shareholders the appointment of Mr. Sanjay Jha as a Whole time Director of the Company with effect from July 27, 2007.

 

**Mr. V.K. Verma – Appointed as Director in the place of the Additional Director at the Annual General Meeting held on July 28, 2006 and appointed as a member of Audit committee on April 12, 2006.

 

               

 

c.        The functions of the Audit Committee include the following:-

 

·         Reviewing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

 

·         Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other expenses.

 

·         Reviewing with management the annual / half-yearly / quarterly financial statements before submission to the Board.

 

·         Reviewing with management, external and internal auditors, the adequacy of the internal control systems.

 

·         Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading of the department, reporting structure coverage and frequency of internal audit.

 

·         Discussion with external auditors before the audit, any significant findings and follow up thereon.

 

·         Reviewing the findings of any internal investigations by internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

 

·         Discussion with external auditors before the audit commences, nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.

 

·         Reviewing the company’s financial and risk management policies.

 

·         To look into the reasons for substantial defaults in the payment to the depositors, shareholders (in case of non payment of declared dividends) and creditors.

 

·         Related party transactions,

 

·         To review the matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.

 

·         To review the Management discussion and analysis of financial condition and results of operations.

 

·         To recommend re-appointment of Statutory Auditors and to fix their remuneration.

 

All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial /business plans, financial results, detailed presentations are made.  The Agenda and the relevant notes are sent in advance separately to each Member to enable the Committee to take informed decisions.

 

The Minutes of the Meetings of the Committee are circulated through email to all Directors and confirmed at the subsequent Meeting.

 

                        The Statutory Auditors, Associate Vice President (Accounts & Finance) and Managing Director are invitees to the Audit Committee Meetings.  

                         

 

4.       Remuneration Committee

 

The purpose of the committee shall be to discharge the Board’s responsibilities relating to compensation of the Company’s Executive Directors and senior management compensation plans, policies and programs.

 

a.       Size and Composition:-

 

The Board constituted Remuneration Committee of Directors on April 29, 2004 having Mr. M.N. Bhagwat, Non-executive Independent Director and Mr. Shailesh Haribhakti, Non-executive Independent Director as Members and Dr. S. C. Jha, Non-executive Independent Director as Chairman of the Committee. The broad terms of the Committee are to determine and review remuneration / compensation package of Managing Director of the Company.

 

Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on October 27, 2005 as a result he ceased to be a member of remuneration committee.

 

Mr. V K Verma, Non- Executive Independent Director of the Company was appointed as a member of the Remuneration Committee with effective from April 4, 2007 by passing a circular resolution, which was noted by the Board at their meeting, held on April 26, 2007.

 

b.       Attendance at the Remuneration Committee Meetings:-

 

During the accounting year 2006-07,  No Remuneration Committee Meeting was held. However, the meeting related to the same committee was held on April 26, 2007.

                               

Mr. V.K. Verma –Appointed as an additional Director at the Board Meeting held on January 27, 2006 and appointed as a member of Remuneration committee on April 4, 2007.

 

 

 

 

 

c.        Disclosure of Remuneration paid:-

 

At present Non–executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings.

 

Details of remuneration paid to Directors during the accounting year ended March 31, 2007 are as under:

Name Of Directors

Salary

 

 

Rs.

Contribution

To P.F. Gratuity  and Superannuation Fund (Rs.)

Perquisites

 

 

      Rs.

Sitting

Fees

 

Rs.

Total

 

 

Rs.

Ms. Pallavi Jha

20,07,242

5,18,735

6,20,018

 

31,45,995

*Ms. Kamalini Bahubali

-

-

-

24,000

24,000

***Mr. Sanjay Jha

-

-

-

32,000

32,000

Mr. M.N. Bhagwat

-

-

-

24,000

24,000

Dr. S. C. Jha

-

-

-

8,000

8,000

Mr. V.K.Verma

-

-

-

32,000

32,000

***Ms. Poonam Barua

-

-

-

8,000

8,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Ms. Kamalini  Bahubali - Resigned as a Director at the Board meeting held on April   26, 2007.

 

 **The Board of Directors at its meeting held on April 26, 2007 recommended to the shareholders the appointment of Mr. Sanjay Jha as a Whole time Director of the Company with effect from July 27, 2007.

 

***Ms. Poonam Barua – Appointed as an additional Director at the Board Meeting held on January 16, 2007.

 

Note :- Except Ms. Pallavi Jha who is Chairperson and Managing Director all other directors are Non- Executive Directors.

 

 

5.       Shareholders Grievance Committee

 

The committee has the mandate to review, redress shareholders’ grievances, to approve all share transfers.

 

a.       Size and Composition:-

 

The Company reconstituted Shareholders Grievance Committee in July 2001 to specifically look into the redressal of the shareholders grievances and also the share transfers and other investor related matters. The Committee consists of Mr. Sanjay Jha - Chairman and Ms. Pallavi Jha - Member. Mr. Sadanand Marathe, Associate Vice President (Accounts & Finance) has been designated as the Compliance Officer.

 

b.       Meeting of the Shareholders’ grievance committee  Meetings:-

 

During the accounting year 2006-07, eighteen Shareholders’ grievance committee Meetings were held on 05/04/2006, 03/05/2006, 19/06/2006, 05/07/2006, 20/07/2006, 05/09/2006, 25/09/2006, 03/10/2006, 16/10/2006, 20/11/2006, 05/12/2006, 20/12/2006, 03/01/2007,  20/01/2007, 03/02/2007, 20/02/2007, 03/03/2007  and  19/03/2007.

 

c.        The functions of the Shareholders’ grievance committee include the following:-

 

·         Transfer /transmission of shares,

 

·         Issue of duplicate share certificates,

 

·         Review of shares dematerialized and all other related matters,

 

·         Monitors expeditious redressal of investors’ grievances,

 

·         Non receipt of Annual report and declared dividend,

 

·         All other matters related to shares.

 

During the accounting year ended March 31, 2007, one complaint was received from shareholders, all of which have been attended/ resolved as of date. All valid share transfers received during the accounting year ended March 31, 2007 have been acted upon. There were no share transfers pending as on March 31, 2007, for more than 30 days.


 

6.       General Body Meetings

 

The particulars of last four Annual General Meetings are as under:-

 

 

Financial Year

Day and Date

Location

Time

2002-2003

Tuesday September 23. 2003

Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400 020

11.00 A.M.

2003-2004

Tuesday September 28. 2004

Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400 020

11.30 A.M.

2004-2005

Tuesday, December 27, 2005

 

Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400 020

10.30 A.M.

2005-2006

Friday, July 28, 2006

 

Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400 020

2.30

P.M.

Whether any Special Resolution was passed in the previous three AGMs? Yes.

 

Pursuant to the Order dated April 29, 2005 passed by the High Court of Judicature at Bombay, a meeting of the Shareholders was convened on June 27, 2005 at 10.00 A.M. at the registered office of the company situated at Construction House, 1ST Floor, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai – 400 001 for approving the Scheme of Amalgamation of Walchand. Com Private Limited and Walchand Securities Private Limited, wholly owned subsidiaries of the Company with the Company.

 

7.       Disclosures

 

·         The Company has de-registered as an NBFC.

 

·         The name of the Company has been changed from WALCHAND CAPITAL LIMITED to WALCHAND PEOPLEFIRST LIMITED vide certificate dated February 2, 2006, issued by the Registrar of Companies, Maharashtra –Mumbai.

 

·         Ms. Sandhya Malhotra, has resigned from the post of Company Secretary with effect form February 28, 2007.

 

·         Ms. Divya Momaya has been appointed as Company Secretary of the Company with effect from March 26, 2007.   

 

·         The related party transactions as per Accounting Standard 18 is set out at note no. 4 of Schedule  “O”  in notes forming part of accounts in the Annual Report.  These transactions are not likely to have any conflict with the Company’s interest except as stated in para 10  of Annexure to Auditors Report.

 

·         The Company has complied with the requirements of the Stock Exchanges, SEBI and Statutory Authorities on all matters related to capital markets and no penalties / strictures were imposed on the Company during the last three years.

 

·         No penalty has been imposed on the Company by the Stock Exchange (BSE) or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during last three years.

 

·         During the year the following amounts were transferred to the Investor Education and protection fund :-

 

Particulars

Date of transfer

Amount (Rs.)

Matured Deposits

19/06/2006

16,000

Interest on Matured Deposits

19/06/2006

840

Matured Deposits

27/09/2006

6,000

Interest on Matured Deposits

27/09/2006

41

Matured Deposits

27/11/2006

6,016

Unpaid Dividend 

15/12/2006

2,18,480

 

 

·         Adoption of non mandatory requirements under Clause 49 of the Listing Agreement are being reviewed by the Board from time to time.

 

8.       Code of Conduct:-

 

The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The Code is reviewed from time to time by the Board. The said Code has been communicated to the Directors and the Members of the Senior Management. The Code has also been posted on the Company’s website www.walchandpeoplefirst.com.  

 

9.       Trading in the Company’s shares by Directors and Designated Employees:-

 

In compliance with the SEBI (Prevention of Insider Trading) Regulations, 1992, our company has appointed Mr. Sadanand Marathe as the Compliance Officer who is responsible for setting policies, procedures for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct for trading in Company’s securities under the overall supervision of the Board. The Company has adopted a Code of Conduct for Prevention of Insider Trading.  

 

10.    Means of Communication:

 

·         The quarterly and half-yearly results of the Company are published in English and Marathi National dailies.

 

·         The Company is complying with EDIFAR requirement as directed by SEBI. The shareholders can view entries by logging into the Website ‘sebiedifar.nic.in’

·         The Management Discussion and Analysis Report forms a part of this Annual Report, which is sent to each member by post.

 

·         The Company informs the Stock Exchange all price sensitive matters or such other matters which are material and of relevance to the shareholders and subsequently issues a Press Release on the said matters.


 

9.       General Shareholder Information:

 

a.       Annual General Meeting             

 

·         Date               :               July  27, 2007

 

·         Time              :               3.00.P. M.

 

·         Venue            :               Walchand Hirachand Hall,

Indian   Merchants’Chamber,

IMC Marg, Churchgate, Mumbai – 400 020

 

 

b.        Financial Calendar         :  

 

·                 Financial Reporting for

       

Quarter ending June 30,2007

By end July 2007

Quarter/Half year ending Sept. 30, 2007

By end October 2007

 Quarter ending December 31 , 2007

By end January 2008

Quarter/Year ending March 31, 2008

By end April 2008

               

 

·         Date of Book Closure                  : July 20, 2007 to July 27, 2007 (both days inclusive).

 

·         Dividend payment Date                  :  On or after July 27, 2007 but within the statutory time limit of 30 days, subject to shareholders approval.   

 

c.        Market information

 

 

·         Listing on Stock Exchange    :  The Stock Exchange, Mumbai.

 

·         Listing fee for the year 2006-07 has been paid to the Stock Exchange.

 

·         Stock Code- Physical                : 501370 on The Stock                                                                                           Exchange, Mumbai

 

·         ISIN No. NSDL & CDSL         :  INE 695DO1013

 

·         Market Price Data                                     : High / Low price during each 

month of 2006-07 on The Stock Exchange, Mumbai and BSE Sensex are as under:

 

 

 

SHARE PRICES OF WALCHAND PEOPLEFIRST LIMITED

 

BSE SENSEX

 

Open

High

Low

Close

 

 

 

High

Low

Close

Date

(Rs.)

(Rs.)

(Rs.)

(Rs.)

 

 

 

(Rs.)

(Rs.)

(Rs.)

2006

Apr

492.25

543.20

480.00

528.35

 

 

 

12102.00

11008.43

11851.93

May 

529.00

756.70

529.00

607.10

 

 

 

12671.11

9826.91

10398.61

Jun

590.00

590.00

392.40

420.00

 

 

 

10626.84

8799.01

10609.25

Jul

440.00

460.00

368.00

425.00

 

 

 

10940.45

9875.35

10743.88

Aug

423.00

475.00

410.00

410.00

 

 

 

11794.43

10646.65

11699.05

Sept

410.05

470.00

410.05

462.80

 

 

 

12485.17

11445.19

12454.42

Oct

460.50

613.10

432.40

580.00

 

 

 

13075.85

12178.83

12961.90

Nov

552.05

630.00

530.50

565.95

 

 

 

13799.02

12937.30

13696.31

Dec

568.00

600.00

489.50

500.00

 

 

 

14035.30

12801.65

13786.91

2007 

Jan

 

510.00

 

1219.95

 

500.00

 

1219.95

 

 

 

14325.92

13303.22

 

14090.92

Feb

1280.90

1694.00

972.45

1004.20

 

 

 

14723.88

12800.91

12938.09

Mar

965.00

1001.70

761.35

825.00

 

 

 

13386.95

12316.10

13072.10

                                                           


 

d.       Share Transfer System and other related matters

 

·         Registrar and Share Transfer Agent                 :

         For both physical & demat segments:

M/s. Computech Sharecap Limited.

“Computech”, 147, Mahatma Gandhi Road, Fort, Mumbai – 400 023       

Tel No: 22635001-2

Fax No.: 22670380

Email helpdesk@computechsharecap.com

                                                                                 

·         Share Transfer

System                  : The shares lodged for transfer are processed by the Registrar and Transfer Agent and are approved by Shareholders Grievance Committee. Shares sent for transfer in physical form are registered and returned within a maximum period of 30 days from the date of receipt, subject to documents being valid and complete in all respects. Similarly all requests for demat are received and processed by the Registrar and Transfer Agents and confirmations given to the depositories within the prescribed time limit.

 

·          Nomination Facility

for Shareholding :     As per the provisions of the Companies Act, 1956, facility for making nominations is available for shareholders, in respect of the shares held by them. Nomination forms can be obtained from the Registrar and Transfer agents of the Company.

 

·         Payment of Dividend

through Electronic

Clearing Service:        The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the depositories for depositing dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. In the absence of ECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend.

 

·         Unclaimed

Dividends:                   Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Mr. Sadanand Marathe, Compliance Officer, at the Company’s registered office. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will, as per Section 205 A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

                                       

·         Correspondence

regarding Change

in Address:                  Member are requested to address all correspondences, including dividend matters, to the Registrar and Share transfer Agents, M/s. Computech Sharecap Limited, “Computech”, 147, Mahatma Gandhi Road, Fort, Mumbai – 400 023, Tel No:  22635001-5002, Fax No.: 22635005, Email:helpdesk@computechsharecap.com

 

·         Distribution of Share holding as on 31.3.2007

NO. OF EQUITY SHARES HELD

  NO. OF SHARE-HOLDERS

% OF SHARE-HOLDERS

NO. OF SHARES HELD

% OF SHARE HOLDING

            1    -    50

5057

93.39

48292

16.95

51   -  100

210

3.88

16483

5.79

         101   -  200

76

1.40

11375

3.99

         201   -  300

26

0.48

6554

2.30

         301   -  400

17

0.31

5857

2.06

         401   -  500

5

0.09

2364

0.83

         501   -  1000

10

0.18

6604

2.32

    1001 AND ABOVE

14

0.26

187361

65.77

TOTAL

5415

100.00

284890

100.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

· Shareholding Pattern as on 31.3.2007

 

Category

No. of Shares held

 

Percentage to total (%)

 

a.  Promoters, Directors & Promoter group

151100

53.04

b.  Mutual Funds

0

 

0.00

c.  Banks, FIs & Insurance Cos.

5110

1.79

d.  Foreign Institutional Investors (FIIs)

0

0.00

e.  Domestic Companies

9634

3.38

f.   NRIs/OCBs/Pak Enemy Cases

1403

0.49

g.  Public

117643

41.29

     Total

284890

100.00              

 

 

 

 

 

 

 

 

 


·         Dematerialisation of Shares   : The shares of the Company can be

held and traded in electronic form 76.87 % (218996 no. of shares) of the Company’s share holdings have been dematerialised as on 31.3.2007

 

·         Outstanding GDRs/ ADRs   :  Nil

/ Warrants or any

convertible Instrument,

conversion date and likely

impact on equity.

 

·         Plant Location                         :  Not Applicable.

 

·         Address for

Correspondence

:WALCHAND PEOPLEFIRST LIMITED

                                                                                                                1, Construction House

                                                                                                                Walchand Hirachand Marg,

                                                                                                                Ballard Estate, Mumbai – 400 001

                                                                                                                Tel : 22618095, 22702870

                                                                                                                Fax : 22610574

                                                                                                                Email:reshma@walchandcapital.com

                www.walchandpeoplefirst.com