GAMMON INDIA LIMITED

) Recommending to the Board the appointment and removal of statutory auditors, branch auditors and
fixation of their remuneration;
c) Reviewing with management the annual financial statements before submission to the Board;
d) Reviewing the adequacy of internal control systems;
e) Reviewing the quarterly and half yearly financial results;
f) Discussion with Internal Auditors, any significant findings and follow up thereon;
g) Discussions with Statutory Auditors before the audit commences, nature and scope of audit as well as have
post audit discussion to ascertain any area of concern; and
h) Reviewing the Company’s financial and risk management policies.
During the Fiscal 2009, the audit committee met four times.
Share Transfer Committee
The share transfer committee comprises of the following:
1) Mr. C. C. Dayal (Chairman);
2) Mr. Atul Dayal; and
3) Mr. Himanshu Parikh.
The share transfer committee deals with various matters relating to:
a) Transfer/ transmission of shares;
b) Issue of duplicate share certificates;
c) Review of shares dematerialized/ rematerialized and all other related matters;
d) Non- receipt of annual reports and dividend; and
e) Redressal of investors/ shareholders complaints
During the Fiscal 2009, the share transfer committee met 21 times.
Policy on disclosures and internal procedure for prevention of insider trading
Pursuant to the Company’s policy on disclosures and internal procedure for prevention of insider trading, any
Director of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from
access to and possession of price sensitive information about the Company, which is not in public domain and
constitutes insider information. All Directors and the senior management of the Company are required to comply
with SEBI (Prohibition of Insider Trading) Regulations, 1992 and also adhere to the Code of Conduct for Directors
and Members of Senior Management framed by the Company.
Employee Stock Option Scheme
The Company does not have an employee stock option scheme other than the Employee Stock Option Scheme –
2007 which has been taken over from the erstwhile Associated Transrail Structures Limited on its amalgamation. As
on date, pursuant to the said ATSL scheme, 93,870 options are unexercised.
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