The Securities and Exchange Board of India (SEBI) has introduced a comprehensive code on Corporate Governance. The Code is required to be implemented in terms of Listing Agreements with the Stock Exchanges. The Company has complied with the code. The following is a report of the ongoing implementation of the Code by your Company.

• Company's Philosophy on Corporate Governance
  The Company has consistently sought to improve its focus on corporate governance by increasing transparency and accountability to its shareholders and other stakeholders.

  The Company's internal control structure follows integrated management control over Company operations, compliance with legal requirements, and the reliability of financial reporting. It makes management responsible for implementing and maintaining effective business controls, including internal financial controls.

  Hifunda wishes to be a responsible partner in society, acting with integrity towards its shareholders, customers, employees and the government.

• Board of Directors ('Board')
  The Board consists of four members comprising:

  • One Executive Director
  • One Non Executive Director
  • Two Independent Non Executive Directors
  
  Numbers of Board meetings held.
  Fourteen Board Meetings were held during the year 2000-2001.

  3. Audit Committee
     The Audit Committee comprising of three Non Executive directors was constituted on 10th February, 2001.

     The broad terms of reference of the Audit Committee are to review with the Management and/or Internal      Auditors and/or Statutory Auditors the periodical financial statements, internal controls, accounting policies,      scope of internal audit and the major findings of the internal/statutory audits.