Policy on Related Party Transactions

1. The Company shall not enter into any contract or arrangement with a Related Party without the approval of the Audit Committee. Prior approval of the Audit Committee shall be obtained for all Related Party Transactions other than those with Exempted Wholly Owned Subsidiaries, if any (whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval).
2. The Audit Committee may, in the interest, of the conduct of affairs of the Company, grant omnibus approval for Related Party Transactions that are repetitive in nature, subject to the following conditions:
   1. The name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into;
   2. The indicative base price / current contracted price and the formula for variation in the price, if any; and
   3. Such other conditions as the Audit committee may deem fit
3. The transactions between the related parties shall be in the ordinary course of business and at arm's length basis.
4. In the event any contract or arrangement with a related party is not in the ordinary course of business or not at arm's length, the company shall obtain approval of the Board for such contract or arrangement.
5. All material related party transactions, other than those with Exempted Wholly Owned Subsidiaries will be placed for approval of the shareholders of the Company. A transaction with a related party is considered material if the transaction / transactions to be entered into, either individually or taken together with previous transactions with such related party during a financial year, exceeds ten percent of the annual consolidated turnover as per the last audited financial statements of the Company.

Appointment of Secretarial Auditors

Resolved that consent is hereby accorded to the appointment of M/s J.Patnaik & Associates, Company Secretaries as Secretarial Auditor of the company for financial year 2014-15 at a fee of Rs. 120,000 plus applicable taxes

Above resolution no 1&2 will be uploaded in company website as per Corporate Governance & MCA guidelines.