gayatri projects limited - Edelweiss

Compensation paid to Managing Director, Whole-Time Directors of the CompanyMr. T V Sandeep Reddy, Managing DirectorMr. T V Sandeep Reddy has appointed as a Managing Director of the Company with effect from September 01, 2005 for aperiod of 5 years. Pursuant to this resolution he shall not draw any remuneration or perquisites and however, he shall bereimbursed with all the expenses such as traveling, telephone, conveyance and other expenses, if any, incurred by him forthe business of the Company. However pursuant to resolution passed in the annual general meeting held on September 01,2006, Mr. Sandeep Reddy would be paid remuneration with effect from January 01, 2007 as per following details:Salary: Rs. 5 lakhs per month.Perquisite: Reimbursement of water, electricity, security, telephone, traveling & entertainment incurred in connection with theCompanyWith effect from November 4, 2005 Mr. S.V. Vaidya, Whole-Time Director and Mr. G. Saibaba, Director (Technical) who weredrawing remuneration from our Company resigned from our Board. They have drawn Rs. 4,32,000 as salary and Rs. 3,60,000as consultancy fee respectively during 2004-05. At present, no director is drawing any remuneration from our Company.Compliance with Corporate Governance RequirementsThe provisions of the listing agreements to be entered into with the Stock Exchanges with respect to corporate governancebecome applicable to us at the time of seeking in-principle approval of the Stock Exchanges. The Company has compliedwith such provisions, including with respect to the broad basing of the board/appointment of independent Directors to theBoard and the constitution of the various committees of the Board viz. Audit Committee and the Shareholders’ GrievancesCommittee. The Company undertakes to take all necessary steps to comply with all the requirements of the guidelines oncorporate governance and adopt the Corporate Governance Code as per Clause 49 of the listing agreement to be enteredinto with the Stock Exchanges, as would be applicable to the Company upon listing of its Equity Shares.Audit CommitteeThe Audit Committee provides directions to and reviews functions of the Audit Department. The Committee evaluates internalaudit policies, plans, procedures and performance and reviews the other functions through various internal audit reports andother year-end certificates issued by the statutory auditors. Quarterly and Annual Accounts will be reviewed by the AuditCommittee, prior to their presentation to the Board along with the recommendations of the Audit Committee. Besides, AuditCommittee will be authorized to exercise all such powers as are required under the amended Clause 49 of the ListingAgreement.Composition of Audit CommitteeThe Audit committee was reconstituted on June 05, 2006. The composition of the Audit Committee is as follows: -Sl. No Name of the Director Designation Nature of Directorship01 Mr. Ch. Hari Vittl Rao Chairman Independent Director02 Mr. Ravindra K Katariya Member Non Independent Director03 Mr. V L Moorthy Member Independent DirectorShareholders’ / Investors’ Grievance CommitteeOur Company has complied with the requirements of Clause 49 of the listing agreement to be entered into with the StockExchanges by constituting a Shareholders’ / Investors’ Grievances Committee in the meeting of the Board of Directors of theCompany held on November 7, 2005. The Committee is to redress the complaints of the shareholders in respect of matterspertaining to transfer of shares, non-receipt of annual report, dematerialization of shares, non-receipt of declared dividendetc.73