Annual Report 2010-2011 - Gammon India

Name, Designation and Address of Compliance Officer:
Ms. Gita Bade
Company Secretary
Gammon India Limited
Gammon House, Veer Savarkar Marg,
Prabhadevi, Mumbai - 400 025.
Telephone : 022 – 61114000.
Facsimile : 022 – 2430 0529.
(c) ESOP COMPENSATION COMMITTEE :
The Company constituted an ESOP Compensation Committee (‘Committee’) on 31 st January 2010. The Committee
comprises of 3 (Three) members out of which 2 (Two) are Non-Executive Independent Directors and 1 (One)
is an Executive Director viz. Mr. C. C. Dayal, Mr. Naval Choudhary and Mr. Himanshu Parikh - Executive Director.
Ms. Gita Bade, Company Secretary acts as the Secretary to the Committee. The Committee oversees administration
of the Employee Stock Option Scheme (‘ESOP Scheme’) taken over by the Company subsequent to the merger of
Associated Transrail Structures Limited with and into the Company effective from 7 th July, 2009.
During the year 2010-11 the Committee held 2 (two) meetings on 21/06/2010 and 20/10/2010.
The details of the Committee meetings attended by the members are given below :
Name of the Director Executive/Non-Executive No. of Committee Meetings Attended
Mr. C. C. Dayal Non-Executive Independent 2
Mr. Himanshu Parikh Executive Non-Independent 2
Mr. Naval Choudhary Non-Executive Independent 1
(d) SELECTION COMMITTEE :
A Selection Committee comprising of 2 (two) Non-Executive Independent Directors and 1 (One) officer of
the Company viz.: 1) Mr. C. C. Dayal (Chairman) 2) Mr. Jagdish Sheth and 3) Mr. A. B. Desai was constituted on
6th May, 2009.
The Committee was constituted pursuant to the Directors Relatives (Office or Place of Profit) Rules 2003.
During the year 2010-11 the Committee held 1 (one) meeting on 14/08/2010 which was attended by all the
members.
(e) EQUITY WARRANTS COMMITTEE :
The Equity Warrants Committee was constituted on 30 th January, 2010 pursuant to the shareholders’ approval for
issue and allotment of preferential convertible warrants to persons forming part of the promoter group and to allot
equity shares as and when they exercise their right of conversion and to discharge all the functions in connection with
the issue and allotment of equity warrants.
The Committee comprises of 2 (Two) Non- Executive Independent Directors viz.: 1) Mr. C.C. Dayal (Chairman) and
2) Mr. Jagdish Sheth.
During the year 2010-11 the Committee held 1 (One) meeting on 07/01/2011 which was attended by all the
members.
4. OTHER INFORMATION :
(a) CODE OF CONDUCT :
The Company has laid down a Code of Conduct for all Board members and the Senior Management Personnel. The
Code of Conduct is available on the Company’s website viz.: www.gammonindia.com. All the Board Members and
Senior Management Personnel have affirmed Compliance with the Code of Conduct. A declaration to this effect
signed by the Chairman and Managing Director forms part of this Report.
A NNUAL R EPORT I 2010/11
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