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APR Constructions Limited - Saffron Capital

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3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of<br />

Equity Shares and other securities issued by theCompany, including review of cases for refusal of transfer/<br />

transmission of shares and debentures;<br />

4. Allotment and listing of shares in future;<br />

5. Review of cases for refusal of transfer / transmission of shares and debentures;<br />

6. Reference to statutory and regulatory authorities regarding investor grievances;<br />

7. Ensure proper and timely attendance and redressal of investor queries and grievances; and<br />

8. To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.<br />

Remuneration Committee<br />

The Remuneration Committee has been formed by the Board of Directors at the meeting held on June 30, 2005.The<br />

Remuneration Committee was reconstituted vide the Board resolution Dated September 30, 2006, November 19, 2007<br />

and October 01, 2009 with the following Directors:<br />

Sr. No. Name Designation Nature of Directorship<br />

1. Mr. Rama Murthy Miduthuri Venkata Chairman Independent Director<br />

2. Mr. Hari Vittal Rao Chinthalapati Member Independent Director<br />

3. Dr. Pellakuru Chandra Kiran Reddy Member Non - Executive Director<br />

Our Company Secretary Mr. Prakash Reddy Pentareddy will act as the secretary of the Committee.<br />

The terms of reference of the Remuneration Committee are as follows:<br />

The Scope of the committee is<br />

1. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws<br />

in India or overseas, including:<br />

a. The Securities and Exchange Board of India (Insider Trading) Regulations, 1992; or<br />

b. The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating<br />

to the Securities Market) Regulations, 1995.<br />

2. Determine on behalf of the Board and the shareholders the Company‟s policy on specific remuneration packages<br />

for executive directors including pension rights and any compensation payment.<br />

3. Approve the remuneration of executive Directors of the Company as may be required pursuant to the provisions<br />

of the Companies Act, 1956.<br />

4. Perform such functions as are required to be performed by the Remuneration Committee under the Securities and<br />

Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,<br />

1999, in particular, those stated in Clause 5 of the ESOP Guidelines.<br />

5. Such other matters as may from time to time be required by any statutory, contractual or other regulatory<br />

requirements to be attended to by such committee.<br />

Policy on Disclosures & Internal Procedure For Prevention Of Insider Trading<br />

The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable<br />

to our Company immediately upon the listing of our Equity Shares on the Stock Exchanges.<br />

Mr. Prakash Reddy Pentareddy, Compliance Officer is responsible for setting forth policies, procedures, monitoring<br />

and adherence to the rules for the preservation of price sensitive information and the implementation of the code of<br />

conduct under the overall supervision of the Board.<br />

131

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