Afcon Book.indd - Afcons Infrastructure Ltd.

AFCONS INFRASTRUCTURE LIMITEDc. Three meetings were held during the year on the following dates:29 th June, 2009, 1 st October, 2009 and 2 nd March 2010.d. Composition, Meetings and Attendance.The Composition and attendance of members at the meetings of the Shareholders / Investor’s Grievance Cum Share Transfer Cum ESOPShare Allotment Committee was as under:Name of the Director Category No. Of MeetingsHeld AttendedMr.P.N.Kapadia Independent Director - Chairman 3 3Mr.J.J.Parakh Non Executive Director 3 2Mr.S.Paramasivan Executive Director 3 3e. Name and Designation of the Compliance OfficerMr.P.R.Rajendran, Company Secretary is the Compliance officer of the Company.f. Status of Investor’s ComplaintsDuring the financial year all the letter/complaints received by the Registrar and Share Transfer Agent have been redressed and there wereno complaints pending with the Company/Registrar and Share Transfer Agent. All the valid share transfers requests received during the yearwere duly attended to and processed in time. There was no valid request pending for share transfer as on 31 st March 2010.VI. OTHER COMMITTEES OF THE BOARDA. FCP COMMITTEEi. The Company with the object of raising fund through Private Placement by issuing Fully Convertible, Non- Cumulative, Non-ParticipatoryPreference Shares (“FCPs”) constituted a Committee of Directors named as “FCPs Committee” and delegated to such Committee thefollowing powers:a. To finalise all terms and conditions for subscription agreement, call option agreement and such other agreements incidental or ancillaryto the issue and allotment of Fully Convertible, Non-Cumulative, Non-Participatory Preference Shares (“FCPs”) convertible into EquityShares (“FCPs”).b. To convene Extraordinary General Meeting of the Company to obtain shareholders consent to amend the Articles of Association of theCompany in relation to the issue of FCPs;c. To make applications to such authorities as may be required and to accept on behalf of the Board such conditions and modifications asmay be prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may be required;d. To accept application money, open bank account for receiving the application money from allottees and to issue them share certificates inaccordance with the relevant rules;e. To make application to authorities for dematerialisation of FCPs allotted to the allottees.f. To authorize and approve the incurring of expenditure and payment of fees in connection with the issue and allotment of FCPs;g. To do all such acts, deeds, matters and things and execute all such other documents as it may, in its absolute discretion, deem necessaryor desirable for such purpose, and to settle all questions, difficulties or doubts that may arise in regard to such issues or allotment andmatters incidental thereto as it may, in its absolute discretion deem fit;h. To engage services of professionals including merchant bankers, lawyers, Chartered Accountants and Valuers.i. To exercise such powers and to do all such act, deed, matters and things in connection with the issue and allotment of FCPs as the FCPsCommittee deems fit and proper.j. To sub-delegate any of the said powers and authorities to any one of the Committee Members and/or to any other person as the FCPsCommittee deems fit.k. The FCPs Committee may pass any resolution by circulation.ii.iii.No meeting was held during the year.Composition of the CommitteeName of the Member CategoryMr.P.N.KapadiaIndependent Director –ChairmanMr.J.J.ParakhNon-Executive DirectorMr.K.Subrahmanian Managing DirectorMr.S.ParamasivanExecutive DirectorMr.A.N.Jangle *Executive Director* Ceased to be a Director of the Company w.e.f. 30 th September 2009B. COMPENSATION (ESOP) COMMITTEEi. The Compensation (ESOP) Committee was constituted for implementation, administration and superintendence of the ESOP Schemesand to formulate the detailed terms and conditions of the ESOP Scheme.ii.iiiNo meeting was held during the year.Composition of the CommitteeName of the MemberMr.N.J.JhaveriMr.P.N.KapadiaMr.K.SubrahmanianCategoryIndependent Director -ChairmanIndependent DirectorManaging Director10