Precision Pipes & Profiles

Corporate Governance
The provisions of the listing agreement to be entered into with NSE and BSE, including with respect to corporate governance will be applicable to us immediately upon listing of our Equity Shares on the stock exchanges. We are in compliance with Clause 49 of the listing agreement in respect of corporate governance specially with respect to broad basing of the Board, constituting the committees such as shareholding/ investor grievance committee details of which are provided herein below.



Sr. No.	Name of the Director	Designation

1	Mr. Devendra Chandra Jain	Chairman (Non-Executive)

2	Mr. Sharat Chand Jain	Vice Chairman (Non-Executive)

3	Mr. Ajay Kumar Jain	Managing Director

4	Mr. Kaushal Kumar Mathur	Independent Director (Non-Executive)

5	Mr. Brij Behari Tandon	Independent Director (Non-Executive)

6	Mr. Satish Lal Tandon	Independent Director (Non-Executive)

7	Mr. Surender Kumar Tuteja	Independent Director (Non-Executive)

8	Mr. Vinod Vaish	Independent Director (Non-Executive)

9	Mr. Sudarshan Kumar Duggal	Independent Director (Non-Executive)

10	Mr. Rajeev Jain	Whole Time Director

11	Mr. Anuj Jain	Director (Non-Executive)

12	Mr. Abhishek Jain	Whole Time Director

We have constituted the following committees of our Board of Directors for compliance with corporate governance requirements:

Audit Committee;
Remuneration Committee;
Share Transfer Committee/ Investor Grievance Committee

AUDIT COMMITTEE

Audit Committee was re-constituted by the Directors vide their Board meeting held on 12th January, 2007. The constitution of Audit Committee as follow:



Sr. No.	Name of the Director	Designation	Status

1	Mr. Kaushal Kumar Mathur	Chairman	Independent Director

2	Mr. Brij Behari Tandon	Member	Independent Director

3	Mr. Satish Lal Tandon	Member	Independent Director

4	Mr. Sharat Chand Jain	Member	Non-Executive & Non Independent

The functions of the audit committee are:

a)	Overseeing our financial reporting process and the disclosure of our financial information to ensure that the financial statements are correct, sufficient and credible;
b)	Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services;
c)	Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

	I	Any changes in accounting policies and practices
	II	Major accounting entries based on exercise of judgement by management
	III	Qualifications in draft audit report
	IV	Significant adjustments arising out of audit
	V	The going concern assumption
	VI	Compliance with accounting standards
	VII	Compliance with stock exchange and legal requirements concerning financial statements

d)	Any related party transactions i.e. transactions of our Company of material nature, with our Promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of our Company at large;
e)	Reviewing with the management, external and internal auditors, the adequacy of internal control systems;
f)	Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
g)	Discussing with internal auditors any significant findings and follow up there on;
h)	Reviewing the findings of any internal investigations by the 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;
i)	Discussing with external auditors before the audit commences on the nature and scope of audit and after the audit to ascertain any area of concern;
j)	Reviewing the company’s financial and risk management policies;
k)	To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors;
l)	To monitor the utilisation of funds to be raised pursuant to the Issue.

INVESTOR GRIEVANCE COMMITTEE

The Investor Grievance Committee was constituted by the Directors vide their Board meeting held on January 12, 2007. This Committee is responsible for the smooth functioning of the share transfer process as well as redressed of shareholder grievance. The Investor Grievance Committee constitutes of the following:



Sr. No.	Name of the Director	Designation	Status

1	Mr. Satish Lal Tandon	Chairman	Independent Director

2	Mr. Brij Behari Tandon	Member	Independent Director

3	Mr. Kaushal Kumar Mathur	Member	Independent Director

4	Mr. Sharat Chand Jain	Member	Non-Executive & Non Independent

The functions of the investor’s grievance committee are

1.	Approving /authenticating all equity share transfers/ transposition/ transmission requests from shareholders/investors in the Company.
2.	Resolving all the complaints from the investor/shareholders of the Company.
3.	Placing before the Board the status of various complaints received by the Committee.

Procedure laid down for investor grievances committee:

We have appointed Intime Spectrum Registry Limited as the Registrar to the Issue, to handle the investor grievances in co-ordination with our Compliance officer. All grievances relating to the present issue may be addressed to the Registrar with a copy to the Compliance officer, giving full details such as name, address of the applicant, number of equity shares applied for, amount paid on application and bank and Branch. We will monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.

REMUNERATION COMMITTEE

The Remuneration Committee was constituted by the Directors vide their Board meeting held on January 12, 2007.The committee’s goal is to ensure that the Company attracts and retains highly qualified employees in accordance with its business plans, that the Company fulfils its ethical and legal responsibilities to its employees, and that management compensation is appropriate. The Remuneration Committee constitutes of the following



Sr. No.	Name of the Director	Designation	Status

1	Mr. Brij Behari Tandon	Chairman	Independent Director

2	Mr. Satish Lal Tandon	Member	Independent Director

3	Mr. Kaushal Kumar Mathur	Member	Independent Director

4	Mr. Sharat Chand Jain	Member	Non-Executive & Non Independent

The powers of remuneration committee include:

Deciding and approving the remuneration payable to the managing director/whole time director.
Deciding and approving the sitting fee payable to the non-executive directors.
Deciding and approving the remuneration policy covering policies on remuneration payable to the senior executive of the Company.