Annual Report 2006-2007 - Gammon India

5. OTHER DISCLOSURES :
29
Annual Report 2006-2007
(i) Other than transactions entered into in the normal course of business for which necessary approvals
are taken and disclosures made, the Company has not entered into any materially significant related
party transactions i.e. transactions of the Company of material nature, with its promoters, Directors or
the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest
of the Company at large. However the Company has annexed to the accounts a list of related parties as
per Accounting Standard 18 and the transactions entered into with them.
(ii) Strictures Imposed by SEBI :
The Securities And Exchange Board of India (SEBI) on 21 st December, 2006 passed an order under section
11 and 11B of SEBI Act, 1992 directing the Company.
(a) Not to divest, transfer, sell or alienate in any way its shareholding in Gammon Infrastructure
Projects Ltd. (“The Company’s subsidiary) for a period of 3 years from the date of the allotment in the
public issue of GIPL, and
(b) Not to access the capital market directly or indirectly for a period of one year from the date of the
Order.
The Company has preferred an appeal on the aforementioned SEBI Order to the Securities & Appellate
Tribunal on 5 th February, 2007. The Appeal is pending before the Tribunal.
Except for the above strictures no other penalties, strictures have been imposed on the Company by the
Stock Exchange or any other Statutory Authority on any matter related to capital markets, during the last
three years.
(iii) A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted
capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) and the total issued and listed capital. The secretarial audit report confirms that the total issued/
paid-up capital is in agreement with the total number of shares in physical form and the total number of
dematerlised shares held with NSDL and CDSL.
(iv) The Chairman and Managing Director and the Chief Financial Officer have certified to the Board in
accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO Certification for the year
ended 31 st March, 2007.
6. MEANS OF COMMUNICATION :
The Annual Report is the main source of information to the shareholders. In addition the Company also posts
its results and other information, press releases etc on its website viz: www.gammonindia.com
As required under the listing agreement, Quarterly and Half-Yearly results of the Company are published within
one month from the end of the respective quarter and the annual audited results are announced within three
months from the end of the financial year. The financial results are published usually in the Economic Times
and Maharashtra Times.
The Management Discussion & Analysis forms part of the Directors Report.
7. MANDATORY REqUIREMENT
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating
to Corporate Governance.
8. NON-MANDATORY REqUIREMENTS
The Company has not adopted Non-mandatory requirements such as Remuneration Committee, Whistle
Blower Policy etc.