Concept note on Corporate Governance

Concept Corporate Governance is about the separation of the powers and responsibilities of ownership, governance and management in Companies as: Ownership belongs to shareholders Governance is the responsibility of the Board of Directors; and Management is delegated to the CEO and a team of Officers to guarantee fairness, accountability and transparency. Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Legality Codified: Non codified: Section 303A of the NYSE’s Listed Company Manual (NYSE) Clause 49 of the Listing agreement (India) Luxembourg Listing guidelines are silent on this Non codified: Practices, procedures, morals and ethics to be followed by Directors and the employees to effectively and efficiently discharge their responsibilities individually and collectively to the stakeholders of the Company OECD’s (Organization for Economic Cooperation & Development) principles of Corporate Governance provide an international benchmark for best practices in Corporate Governance Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Executive Summary Qualified and Independent Board Fiduciary relationship to stakeholders Board to form and abide by code of conduct Expert Committees: Corporate Governance Committee Compensation / Remuneration Committee Audit Committee Shareholders’ Committee CEO/CFO verification Corporate Governance Report Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Composition of the Board Optimum combination of Executive and Non-executive directors ( Atleast 50 % non executive directors- as per Indian listing agreement) Majority of Independent directors (NYSE)i.e.: No material relationship with the Company Partners, Shareholders and Employees would not be “Independent” Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Proactive and informed Board Board to meet at regular intervals to review: Annual operating plans and budgets and any updates Capital budgets and any updates Quarterly results Minutes of meetings of audit committee and other committees of the board Information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary Show cause, demand, prosecution notices and penalty notices which are materially important Fatal or serious accidents Any material default in financial obligations Any issue, which involves possible public or product liability Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month Contd Board Meeting must be held at least four times in a year , with max gap of 3 months- India

Proactive and informed Board contd… Board to review: Joint venture or collaboration agreement Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property Significant development on Human Resources front Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business Details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement Non-compliance of any regulatory or statutory nature or listing requirements Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Corporate Governance (CG) Committee Committee to comprise independent directors only (NYSE) Must have a written charter that addresses: Identification of potential Board members Framing of Corporate Governance Guidelines of the Company Framing of Code of Business conduct and ethics Evaluation of the Board and the Management from CG perspective Annual performance report of the CG committee Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Corporate Governance Guidelines Companies must adopt and disclose Corporate Governance Guidelines addressing: Director qualification standards Director responsibilities Director’s access to Management Director compensation Director orientation and continuing education Management succession Annual performance evaluation of the Board Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Code of Business Conduct and Ethics Companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, addressing: Conflicts of interest…Private Interest Vs Corporate Interest Corporate opportunities…Personal enhancement thru Company resources Confidentiality Fair dealing…Not to take Unfair Advantage Protection and proper use of company assets Compliance with laws, rules and regulations (including insider trading laws) Encouraging the reporting of any illegal or unethical behavior Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month Contd

Code of Business Conduct and Ethics Whistle Blower Policy Establish a mechanism for employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy Adequate safeguards against victimization of employees who avail of the mechanism Direct access to the Chairman of the Audit committee in exceptional cases Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Compensation Committee Committee to comprise independent directors only(NYSE, As per India non mandatory) Must have a written charter that addresses: Review and approval of corporate goals and objectives relevant to CEO compensation Determining CEO’s compensation based on evaluation of goals Recommendation to the Board on Non-CEO executive officer compensation, Incentive compensation, Equity based plans Preparation of Annual Compensation Committee Report Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Audit Committee Committee to comprise independent directors only(NYSE, In India two third should be independent) Atleast 3 members All members to be financially literate and atleast one member as finance expert Each member to be on the Board of maximum 3 Audit Committees Must have a written charter that addresses: Integrity of the financial statements Compliance with legal and regulatory requirements Internal auditors’ qualification and independence Performance of the Internal Audit function and Independent Auditors Preparation of an Internal Audit Report Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Role of the Audit Committee Recommending the appointment and removal of internal and external auditors, fixation of audit fee etc. Reviewing the annual financial statements before submission to the board, focusing primarily on : Reviewing the adequacy of internal control systems Reviewing the adequacy of internal audit function Discussion with internal auditors, any significant findings and follow up there on Discussion with external auditors before the audit commences about nature and scope of audit , as well as post-audit discussion to ascertain any area of concern Reviewing the company’s financial and risk management policies To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders and creditors Report regularly to the Board of Directors on the above issues Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

Shareholders’ Committee Special Committee for addressing shareholders’ grievances Transfer and transmission of shares Serve as SPOC for all shareholders concerns Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

CEO/CFO Verification CEO / CFO to certify each year that the Company complies with the Corporate Governance Listing standards Material non-compliance to be reported directly to the stock exchange Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month

To summarize as per OECD The right Corporate Governance framework should: protect shareholders’ rights ensure the equitable treatment of all shareholders recognize the rights of stake-holders as established by law encourage active co-operation between the Company and stakeholders ensure timely and accurate disclosures on all material matters including the financial situation, performance, ownership and governance of the company ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders Asset Transferred $ 1.6 MM Goodwill $ 2.0 MM Head Count 1250 ICD - $ 21 MM Revenue - $ 1.8 MM per month