Year Ended March 31, 2008 - Lumax Auto Technologies Ltd.

The Audit Committee shall mandatorily review the following information:-1.Management Discussion and Analysis of financial conditions and results of operations;2.Statement of significant related party transaction (as defined above), as submitted by management;3.Management letters/ letters of internal control weakness issued by the Statutory Auditors;4.Internal Audit Reports relating to internal control weakness; and5.The appointment, removal and terms of remuneration of the Chief Internal Auditors shall be subject to review by the Audit Committee.e) Any other matter with the specific permission of the Board.B. Remuneration CommitteeThe Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annualsalaries, commission, service agreements and other employment conditions of the Executive Directors of the Company. The committeefixes the remuneration after taking into consideration remuneration practices followed by Companies of similar size and standing in theIndustry.The Remuneration Committee comprises of three Directors as its members. All the members of the Committee are Non-Executive Directorand have sound knowledge of management practices.The Chairman of the Committee, Mr. Sandeep Dinodia is a Non-Executive Independent Director nominated by the Board. The power androle of the Remuneration Committee is as per guidelines set out in the Listing Agreement.The constitution of the remuneration committee is as followsS.No.1.2.The Remuneration Committee had met once during the year 2007-2008 to consider the appointment and remuneration of Mrs. Usha Jain,Managing Director of the Company. All the members of the Remuneration Committee were present and the appointment was unanimouslyapproved by all the members.a) Remuneration Policy:Name of Directors Status Category of MembershipMr. Sandeep Dinodia Chairman Non-Executive Independent DirectorMr. D.K. Jain Member Non-Executive Director3. Mr. A.V. Alexander Member Non-Executive Independent DirectorThe Remuneration Committee fixes the remuneration of the Executive Directors after considering various factors such as qualification,experience, expertise, and the prevailing remuneration in the competitive industries, financial position of the Company, etc. Theremuneration structure comprises of Basic Salary, Commission, Perquisites and Allowances, contribution to Provident Fund etc. Theremuneration policy for Executive Directors is directed towards rewarding performance, based on review of achievements of ExecutiveDirectors.The Non-Executive Directors have not drawn any remuneration from the Company, except sitting fees for attending meetings of the Boardand Committees.b) Details of remuneration paid to Directors during the accounting year ended March 31, 2008 are as under:Name of Directors SalaryMrs. Usha Jain 960,000Perquisites& Allowances115,966Commission900,000(Amount in Rs.)Total1,975,966c) The number of shares held by Non-Executive Directors in the Company are mentioned below.S.No. Name of the Non-Executive Directors No. of Shares held as on 31.03.2008 % Age1. Mr. D.K. Jain 2,548,757 21.91%2. Mr. Anmol Jain 765,890 6.58%3. Mr. Sandeep Dinodia --4. Mr. Manmohan Sachdev 134 0.001%5. Mr. A.V. Alexander 200 0.001%6. Mr. Dhiraj Dhar Gupta - -There is no Stock Option Scheme of the Company for any Director and there are no Security / Investment of the Company pending forconversion into Equity Shares.14