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) Attendance of Directors at the Board Meetings and Annual General Meeting (AGM) during the year ended 31st March, 2009 :Name of DirectorsNo of Board MeetingsAttendance at the last AGMHeldAttendedHeld on 29th July, 2008Mr. A. Mazumdar 5 4 YesMr. Sumit Mazumder 5 5 YesMr. R. L. Gaggar 5 5 YesMr. U. V. Rao 5 5 YesMr. K. S. De 5 5 YesMr. G. Swarup 5 4 YesPursuant to the declaration made in Form 24 AA under section 299 of the Companies Act, 1956, none of the Non Executive IndependentDirectors has any pecuniary relationship and/or transaction with your Company other than receiving Sitting Fees, Commission and/orreimbursement of expenses, if any, incurred for attending meetings of the Board and/or Committee thereof.Resume and other information of the Directors getting appointed, as required under Clause 49IV(G) of the listing Agreement, are givenin the Notice calling the Annual General Meeting.2. Audit Committeea) The Audit Committee of the Company was constituted on 31st October, 2000. The broad terms of reference and composition of theAudit Committee are as per Clause 49 of the Listing Agreement and are in accordance with section 292A of the Companies Act,1956.b) The Audit Committee comprises four Directors, all being Non-Executive Independent Directors namely Mr. U. V. Rao,Mr. R. L. Gaggar, Mr. K. S. De and Mr G. Swarup. The Vice Chairman & Managing Director, Chief Financial Officer, President – MHS,President – CMS & PSS are permanent invitees and Statutory Auditors and Internal Auditors are invitees. The Company Secretary,Mr. Debashis Nag, is the Secretary to the Audit Committee.c) Mr. U. V.Rao, Chairman of the Audit Committee attended the AGM held on 29th July, 2008.i. During the year Audit Committee meetings were held on 9th May 2008, 29th July 2008, 27th October 2008 and 27th January,2009.ii. The Annual Financial Statements for the financial year 2007-08 were reviewed by the Audit Committee at its meeting held on9th May, 2008 and were recommended to the Board for adoption.iii. The unaudited financial results for each quarter were reviewed and approved by the Audit Committee during the year beforerecommendation to the Board of Directors for adoption.d) Composition of the Audit Committee and attendance of the members during the year ended 31st March, 2009:Name Status Meetings held Meetings attendedMr. U. V. Rao Chairman 4 4Mr. R. L. Gaggar Member 4 4Mr. K. S. De Member 4 4Mr. G. Swarup Member 4 4