Afcon Book.indd - Afcons Infrastructure Ltd.

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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
AFCONS INFRASTRUCTURE LIMITEDC. COMMITTEE OF DIRECTORSi. The Committee of Directors was constituted for reviewing the various aspects of business including Operations, Finance, BusinessDevelopment and to recommend to the Board the strategies for creating better value for the Organisation from all angles.ii. Four meeting were held during the year on the following dates:29 th June 2009, 30th September, 2009, 16 th December 2009 and 23 rd March 2010.iii. The Composition, Meetings and Attendance of the Committee of Directors meetings was as under:Name of the Member Category No. Of MeetingsHeldAttendedMr.N.J.Jhaveri Independent Director –Chairman 4 4Mr.C.P.Mistry Non-Executive Director 4 4Mr.N.D.Khurody Independent Director 4 3Mr.J.J.Parakh Non-Executive Director 4 3Mr.K.Subrahmanian Managing Director 4 4Mr.S.Paramasivan Executive Director 4 4Mr.A.N.Jangle* Executive Director 4 2* ceased to be Director with effect from 30th September 2009VII. GENERAL BODY MEETINGSa. Details of the Annual General Meetings (AGMs) held in the last 3 years:AGM Location Date of AGM Time33 rd Registered Office of the Company 30.09.2009 4.30 p.m32 nd Registered Office of the Company 30.09.2008 4.00 p.m.31 st Registered Office of the Company 27.09.2007 4.00 p.m.b. Details of the Extra Ordinary General Meetings (EGMs) held in the last 3 years :EGM Date Location Time29.12.2007 Registered Office of the Company 11.30 a.mc. Details of the special resolutions passed during the last 3 years:AGM:33 rd AGM dtd.30.09.2009 a. NIL32 nd AGM dtd.30.09.2008 a. Alteration of Clause IIIC of the Memorandum of Association of the Company by incorporatingsub-clause 40, 41 relating to Construction of Offshore platforms and related structures and Shipyard andOffshore Fabrication Yard.b. Commencement of the business specified in sub-clause 40 and 41 of clause IIIC of the Memorandum ofAssociation of the Company.c. Consent of the Company to make/give loan(s)/advances/deposits to any other body corporate/makeinvestments in the companies u/s 372A (1) of the Companies Act , 1956 in excess of the limits.31 st AGM dtd.27.09.2007 a. Approval for Payment of Commission to Non-Whole-time Directors of the Company.b. Alteration of Articles of Association the Company.c. Issue of Fully Convertible Preference (FCPs) u/s.81(IA) of the Companies Act,1956.EGM:EGM dtd. 29.12.2007a. Amendment of Terms and Conditions of the Outstanding Preference Shares of the Company held byFloreat Investment Limited.b. Alteration of Articles of Association of the Company for inserting Terms of FCPs.d. During the year no resolution was passed through Postal Ballot.VIII. DISCLOSURESa. There were no materially significant related party transactions during the financial year 2009-10 that may have potential conflict with theinterests of the Company at large. The detail of the related party transactions as per AS-18 are included in the notes to accounts forming partof the Annual Report.b. Although the Company is not listed with any stock Exchange, it voluntarily complies with Corporate Governance requirement of the ListingAgreement.IX. MEANS OF COMMUNICATION:a. The Company has its own website and all the vital information relating to the Company is displayed on the website. Address of the website iswww.afcons.com.b. Annual Report containing inter alia, Audited Annual Report, Financial Statements, Directors Report, Auditors Report and other importantinformation is circulated to the members and others entitled thereto.11
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