Annual Report 2010-2011 - Gammon India

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(III) Special Resolution :
(A) Approval of the Members sought pursuant to the provisions of Section 31, 259 and all other applicable
provisions, if any, of the Companies Act, 1956 and subject to the approval of the Central Government,
for amending the existing Article 123 of the Articles of Association of the Company. The details of voting
pattern are as under :
A NNUAL R EPORT I 2010/11
Particulars No. of votes cast % of total votes cast
In favour of the Resolution 6,45,49,876 99.991
Against the Resolution 4,009 0.006
Invalid Votes 1,607 0.002
Total 6,45,55,492 100
(B) Approval of the Members sought pursuant to the provisions of Section 372A of the Companies Act, 1956
for making loans, investments, giving guarantees etc. to various bodies corporate. The details of voting
pattern are as under :
Particulars No. of votes cast % of total votes cast
In favour of the Resolution 6,45,49,526 99.991
Against the Resolution 4,359 0.007
Invalid Votes 1,607 0.002
Total 6,45,55,492 100
The resolutions were passed on 28th March, 2011 by requisite majority.
Mr. V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Company Secretaries was appointed as the Scrutinizer
for conducting the Postal Ballot process.
Procedure for Conducting Postal Ballot :
After receiving the approval of the Board of Directors, Notice of the Postal Ballot containing text of the
Resolution and Explanatory Statement to be passed through postal ballot, Postal ballot Form and self
addressed postage pre-paid envelopes are sent to the shareholders to enable them to consider and vote
for or against the proposal within a period of 30 days from the date of dispatch. The calendar of events
containing the activity chart is filed with the Registrar of Companies within 7 days of the passing of
the Resolution by the Board of Directors. After the last date of receipt of ballots, the Scrutinizer, after
due verification, submits the result to the Chairman. Thereafter, the Chairman declares the result of the
postal ballot at the Registered Office of the Company. The same is also published in the newspapers and
displayed on the Company’s website.
5. OTHER DISCLOSURES :
(i) Other than transactions entered into in the normal course of business for which necessary approvals are taken
and disclosures made, the Company has not entered into any materially significant related party transactions i.e.,
transactions of the Company of material nature, with its promoters, Directors or the Management, their subsidiaries
or relatives etc. that may have potential conflict with the interest of the Company at large. However the Company
has annexed to the accounts a list of related parties as per Accounting Standard 18 and the transactions entered into
with them.
(ii) Strictures imposed by SEBI :
No other penalties/strictures have been imposed on the Company by the SEBI or any other Statutory Authority on
any matter related to capital markets, during the last three years.
(iii) A qualified practicing Company Secretary conducts Share Capital Reconciliation Audit to reconcile the total admitted
capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
with the total issued and listed capital. The Share Capital Reconciliation Audit Report confirms that the total issued/
paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized
shares held with NSDL and CDSL.
(iv) The Chairman and Managing Director and the Chief Financial Officer have certified to the Board in accordance with
Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO Certification for the year ended 31 st March, 2011.