VISA Steel Limited Annual Report 2007-08

REPORT ONCORPORATE GOVERNANCECorporate Governance:Our PhilosophyCorporate Governance is the spirit withwhich a company competitively operates inthe global environment, where change isthe only constant in the prevailing dynamicmarkets. It is the way in which a companyconducts itself and reinforces the perceptionin the eyes of the stakeholders, domestic andinternational, given the fact that companiesare traversing beyond geographicalboundaries. This perception is a reflectionof the systems, processes and proceduresadopted by the company aimed at optimumutilisation of resources towards achievingefficiency in operations, thereby enhancingshareholder wealth. Corporate Governanceis a six pronged adoption of the tenets of (a)transparency (b) ethics (c) empowerment (d)accountability (e) disclosures and (f) equityand fairplay in dealings with the stakeholders.At VISA Steel Limited (the Company),tangible and intangible objectives andorganisation goal-setting in the Company isa means of achieving these objectives. This,thus, translates into judicious empowermentleading to ownership of responsibility andachievement of corporate business goalsthrough transparent decision making andthereby resulting in timely disclosures anddissemination of accurate information to thestakeholders.Compliance with theSEBI Code on CorporateGovernanceIn line with this, we are pleased to inform youthat, as on 31 March 2008, the Companyis in compliance with all the requirementsof Clause 49 of the Listing Agreement. Thenecessary disclosures as required underClause 49 of the Listing Agreement havebeen covered in this Annual Report.I. Board of directorsComposition of the BoardBoard/Committee Position as on 31 March 2008Executive / Non-Executive/ Independent 1No. of OutsideDirectorship(s) heldOutside Committeepositions held 2Pu b l i c Pr i vat e Fo r e i g n Ch a i r ma n Me m b e rMr.Vishambhar Saran Executive Chairman 6 1 3 -- --Mr.Maya Shanker VermaMr.Arvind PandeMr.Debi Prasad BagchiMr.Pradip Kumar KhaitanMr.Shanti NarainNon-Executive,IndependentNon-Executive,IndependentNon-Executive,IndependentNon-Executive,IndependentNon-Executive,Independent4 3 -- 3 --6 -- -- 1 15 -- -- 1 214 -- 1 1 51 -- -- -- 1Mrs.Saroj Agarwal Non-Executive 4 -- -- -- --Mr.Vikas Agarwal Non-Executive 5 1 4 -- 3Mr.Vivek Agarwal Non-Executive 5 -- 3 -- 2Mr.Vishal Agarwal Managing Director 7 -- -- 1 2Annual Report 2007-0849Corporate Governance practices aim atachievement of corporate goals by theintegration of individual and functionaltargets. These practices address both1 Independent director is as defined in Clause 49 of the Listing Agreement2 For this purpose, only two Committees, viz., the Audit Committee and the Shareholders’ / Investors’ GrievanceCommittee have been considered. This excludes Committee positions in private limited companies, foreigncompanies and companies under Section 25 of the Companies Act, 1956.3 Mr.Basudeo Prasad Modi had been appointed as Additional Director and subsequently as Deputy Managing Directorw.e.f. 1 April 2008 at remuneration approved by the Remuneration Committee and the Board of Directors at theirrespective meetings held on 31 March 2008.