Exelon Infrastructure Ltd Management Discussions

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems are aimed at promoting operational efficiencies. The Company is conducting internal audit at regular intervals to ensure that:

a) Transactions are executed in accordance with the Companys policies and authori zations.

b) Deployment of funds is in accordance with the Companys policies.

The internal audit is conducted as per the requirement of the Company and the report is submitted to the Audit committee and to the Management. It reviews the policies and procedures followed.

The Audit Committee with two independent and non-executive directors meets regularly to investigate any matter relating to the internal control system and reviews the Internal Audit. The committee reviews the quarterly and half yearly financials before they are submitted to the Board of Directors.

HUMAN RESOURCES

The Company believes that a right workforce makes all the difference in maneuvering an organization to the highest levels of success and achievement. The works out sourced are monitored by the team of quality inspectors and as per the future strategy it will be required to hire and nurture core professionals in the field of proposed operations of the company. A qualified technical team is at the core of our operations. Having acquired expertise in their niche areas, they are trained in-house, on a regular basis, on diverse emerging trends and products.

CORPORATE GOVERNANCE :

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

The Relation between the management and the staff were very cordial throughout the year under view your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Central and State Governments, and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.