APR Constructions Limited - Saffron Capital

Sitting Fees payable to Non Executive Directors
Sitting fees of `2500 per meeting is payable to our Non-Executive and Independent Directors for attending Board and
Committee Meetings, as approved vide Board resolution dated April 22, 2010.
CORPORATE GOVERNANCE
The provisions of the Listing Agreement to be entered into with BSE and NSE with respect to corporate governance
and the SEBI Guidelines in respect of corporate governance will be applicable to our Company at the time of seeking
in principle approval for listing of our Company‟s Equity Shares with the Stock Exchanges. Our Company has
complied with SEBI Guidelines in respect of Corporate Governance specially with respect to broad basing of board,
constituting the Committees such as Shareholders/Investors Grievance Committee, Audit Committee and
Remuneration Committee.
Our Company has complied with the corporate governance requirements as per Clause 49 of the Listing Agreement.
In terms of the Clause 49 of the Listing Agreement, our Company has already appointed Independent Directors and
constituted the following Committees of the Board:
1. Audit Committee
2. Remuneration Committee
3. Shareholders/Investor Grievance Committee
Audit Committee
Our Board constituted an Audit Committee, pursuant to the provisions of Section 292A of the Companies Act, 1956.
The constitution of the Audit Committee was approved at a meeting of the Board of Directors held on April 06, 2005
and the same was recently reconstituted vide the Board resolution dated October 01, 2009.
The terms of reference of Audit Committee comply with the requirements of Clause 49 of the Listing Agreement,
which will be entered into with the Stock Exchanges in due course. The committee consists of two independent
directors and one Non - Executive Director.
Sr. No. Name Designation Nature of Directorship
1. Mr. Hari Vittal Rao Chinthalapati Chairman Independent Director
2. Mr. Rama Murthy Miduthuri Venkata Member Independent Director
3. Dr. Pellakuru Chandra Kiran Reddy Member Non - Executive Director
Our Company Secretary Mr. Prakash Reddy Pentareddy, will act as the secretary of the Committee.
The terms of reference of our Audit Committee are given below:
1. Oversight of the company‟s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:
a. Matters required to be included in the Director‟s Responsibility Statement to be included in the
Board‟s report in terms of clause (2AA) of section 217 of the Companies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by
management
d. Significant adjustments made in the financial statements arising out of audit findings
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