The workings of the board and its committee: 

Board of Directors

The board currently comprises of three executive directors. We plan to add two non-executive directors who shall be independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgment.

The board meets every one month and is responsible, inter alia for setting and monitoring Holding strategy, reviewing projects' performance, ensuring adequate funding, examining major acquisition opportunities, formulating policy on key issues and reporting to the shareholders.

The board is responsible for establishing and maintaining the Holding's system of internal financial controls. Internal financial control systems are designed to meet the particular needs of the Holding concerned and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss.

The Directors are conscious of the need to keep effective internal financial control, particularly in view of the limited cash resources of the Holding. Due to the size of the Holding's operations, the directors are very closely involved in the day-to-day running of the business and as such have less need for a detailed formal system of internal financial control. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are still appropriate to the nature and scale of the operations of the Holding.

Audit Committee

The Audit Committee is chaired by Ms. Ferawati Rezeki and includes Ms. Janki Shah and Mr. Nithish Bangera. The meetings are held once a month and are also attended, by invitation, by the executive directors.

The Committee provides a forum for reporting by the Holding's external auditors. The committee is also responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Audit Committee will advise the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and will discuss the nature, scope and results of the audit with the external auditors. The committee will keep under review the cost effectiveness and the independence and objectivity of the external auditors.

Remuneration Committee

The Remuneration Committee is chaired by Mr. Pankaj Shah and includes Ms. Janki Shah. Meetings are held on average twice a year. The committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Company's framework of executive remuneration and its cost. The Remuneration Committee determines the contract terms, remuneration and other benefits for the executive directors, including performance related bonus schemes and compensation payments. The Board itself shall determine the remuneration of the non-executive directors.

Health, Safety and Environment Committee

The Company's Health, Safety and Environment Committee ('HSE committee') comprises of four members and is chaired by Mr. Y.S. Thakur, an independent non-executive director. The other members of the committee are Mr. Buldansyah, an executive director and Ms. Pooja Sharma, non-executive director.

The HSE committee will assist the Board in formulating the Holding's health, safety and environment policies as they affect the Holding operations, including monitoring compliance with national and international standards and reviewing management's investigations of incidents or accidents that occur in order to assess whether policy improvements are required.

The HSE committee will meet formally at least twice a year and otherwise as required.

Nomination Committee

On June 23, 2008, the Board resolved to appoint a Nomination Committee, comprising of Ms. Beena Mehta (Committee Chairman), Mr. Vladimir Kuznetsov and Ms. Ferawati rezeki, and adopted Terms of Reference for this Committee.

This Committee will make recommendations to the Board concerning, inter alia, the appointment of new Directors and proposals for the reappointment of Directors at the Annual General Meeting.