Kesoram Industries Limited | Corporate Relations Website

GOVERNANCE PHILOSOPHY

The Company's philosophy on governance is founded upon and structured on a rich legacy of principles and practices that predicates dealings with stakeholders based on fairness, transparency and ethical behaviour. It seeks to assiduously build mutual trust and confidence as the basis for all working relationships with stakeholders. Implicit in this philosophy is also the recognition and demonstration of a two way communication between the Company and its stakeholders. While the Company welcomes constructive ideas and encourages dissent, it also acts fearlessly and with conviction.

BOARD OF DIRECTORS

COMPOSITION OF THE BOARD, DIRECTORSHIPS & COMMITTEE POSITIONS HELD IN OTHER COMPANIES AND SHARES HELD AS ON 31ST MARCH, 2012 :

As on 31st March, 2012, the Company had eight Directors. Fifty per cent of the Board comprised of Non-executive Independent Directors. Details of the Directors are as follows :

Directors	Category	No. of outside Directorships held (excluding*)	Outside Committees @ (excluding*)		Shares held in the Company
Directors	Category	No. of outside Directorships held (excluding*)	As a Member	As a Chairman/ Chairperson	Shares held in the Company
Shri Basant Kumar Birla	Non-executive	4	None	None	1,67,707
Shri Krishna Gopal Maheshwari	Non-executive	1	None	None	485
Bhagwati Prasad Bajoria (passed away on 20th February, 2012)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable
Shri Pesi Kushru Choksey	Non-executive Independent	1	2	None	500
Shri Amitabha Ghosh	Non-executive Independent	12	9	5	Nil
Shri Prasanta Kumar Mallik	Non-executive Independent	3	3	1	200
Smt. Manjushree Khaitan	Non-executive	1	1	None	2,39,114
Shri Vinay Sah (representing Life Insurance Corporation of India, Investor) #	Non-executive Independent	None	None	None	None
Shri Kamal Chand Jain**	Executive	2	1	None	2,695
* private companies, companies under Section 25 of the Companies Act, 1956 ("The Act") and foreign companies. ** appointed Whole-time Director effective 15th April, 2011 in place of Shri Deepak Tandon. @ only two Committees viz., the Audit Committee and the Shareholders' /Investors' Grievance Committee have been considered for this purpose. # appointed as an Additional Director effective 3rd November, 2011.