Corporate Governance

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REPORT ON CORPORATE GOVERNANCE
In the fast changing business scenario, good Corporate Governance helps in achieving long term Corporate Goals of enhancing
Stakeholders’ value. Corporate Governance focuses on commitment to values adhering to ethical business practices. This includes corporate structures, culture, policies and the manner in which the Corporate entity deals with various stakeholders, with transparency being the key word. Accordingly, timely, adequate and accurate disclosure of information on the performance and ownership forms the cornerstone of Corporate Governance.

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Any Corporate strategy needs to be dynamic, vibrant, responsive to the changing economic scenario and flexible enough to absorb environmental and fiscal fluctuations. It must harness the inherent strengths of available human resources and materials, have the capacity to learn from success or failure and, more importantly, ensure growth with human face. This has always been the guiding philosophy in the Company and will continue to be so in future. The historic structural reforms initiated by the Government in early 90s have irrevocably transformed the Indian business environment landscape. Deregulation and decontrol, dismantling of trade barriers, partial convertibility and encouragement of foreign investment pose challenges to industry but simultaneously have opened up new avenues for growth.

The current scenario is both vibrant and optimistic. Response, or lack of it, can make or mar a company. The Company has accepted the challenges. Its strengths viz. involvement in the construction of river valley projects, engagement in the business of cement – an essential input for infrastructure sector which is on sharp focus today, its large equity base and its wealth of dedicated human resources are channellised to great advantage in entering new ventures in the

core sector, thus paving the way for sustained growth and through it enhance the stakeholders’ value continually.
The Company’s philosophy on corporate governance aims at
attaining the highest level of transparency, accountability towards its stakeholders, including shareholders, employees, the Government and lenders and to maximize returns to shareholders through creation of wealth on sustainable basis.

2. BOARD OF DIRECTORS
The constitution of the Board aims at ensuring Directors commitment to participate in the affairs of the Company with understanding and competence to deal with current and emerging business issues. The Company’s policy does not prescribe any pre-determined or specific tenure for Directors (except Whole-time Directors who are appointed for a term of five years) as this has the inherent advantage of not losing valuable contribution from the Directors who, over the years, have developed insight into the Company and its affairs. The Board of Directors comprised 18 Directors as on March 31, 2009 out of which 8 are Independent Directors. As per Clause 49 of the Listing Agreement, in case of an Executive Chairman, at least half of the Board should comprise Independent Directors. Our Board, which is headed by Executive Chairman, earlier had 10 Independent Directors, out of which nomination of Shri M J Subbaiah has been withdrawn by ICICI Bank Ltd. and Shri ERC Shekar has since resigned due to personal reasons. The Company will reconstitute the Board within the prescribed period.

Details regarding the category of Directors, attendance of Directors at Board Meetings and the last Annual General Meeting (AGM), number of other Directorships and Committee positions held by them in other Companies as on March 31, 2009, are given below:

Name & Designation of
the Directors

Category

Position

Last Annual
General Meeting
Attended

No. of Board
Meetings Attended
against 6 meetings
held during the year

Shri Jaiprakash Gaur,
Founder Chairman

Non-executive

Promoter

Yes

6

2





Shri Manoj...
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