b)
In addition to Annual General Meeting, the
Company holds an Extra Ordinary General
Meeting of the shareholders on 06.11.2013.
Following Special Resolutions were passed :
1. To Increase in the FIIs Limit from 24% to
40 %
2. To approve the issued and allotment of
20,00,000 equity shares and 38,85,420
warrants to M/s WestBridge Crossover
Fund, LLC.
c)
POSTAL BALLOT:
During the year, no postal
Ballot process was undertaken.
IX. DISCLOSURES
a) Disclosure on materially significant related
party transactions:
There are no materially significant transactions
with the related parties’ viz. Promoters,
Directors or the Management, their
subsidiaries or relatives that had potential
conflict with the Company’s Interest. Suitable
disclosure as required by Accounting Standard
(AS18) has been made under note No. 42 of
the Annual Accounts.
b) The Company has complied with all the
requirements of the listing agreements with
the Stock Exchanges as well as regulations
and guidelines of SEBI. No penalties have
been imposed or stricture has been issued
by SEBI, Stock Exchanges or any Statutory
Authorities on matters relating to Capital
Markets during the last three years.
c) DETAILS OF COMPLIANCE WITH NON –
MANDATORY REQUIREMENTS OF CLAUSE
49 OF THE LISTING AGREEMENT.
The status of Compliance with Non-
Mandatory requirements of clause 49 of the
Listing Agreement is provided below:
i)
Tenure of Independent Director:
No
Maximum tenure for the independent
director has been specifically determined.
However pursuant to the provisions of
the Companies Act 2013, all future re-
appointments would be for a term upto
five consecutive years but shall be eligible
for re-appointment on passing of a special
resolution by the Company and disclosure
of such appointment in the Board’s
Report.
ii)
Remuneration Committee:
The Board
has set up a Remuneration Committee for
which details have been provided in this
report under clause IV above.
iii)
Shareholders’ Right:
As the quarterly and
half yearly performance are published in
the newspapers and are also posted on
the Company’s Website, the same are not
being sent separately to the shareholders.
iv)
Audit Qualification:
The Company’s
financial statement for the year 2014 does
not contain any audit qualification
v)
Training of the Board Members:
The
Board Members are well experienced
to perform their role best suited to
the Business. The Board Members are
fully updated on all the new initiatives
proposed by the Company, developments
in the domestic / global corporate and
industry scenario, changes in statutes /
legislation & economic environment and
critical business issues. On the matters
of specialised nature, the Company
engages outside experts / consultants
for presentation and discussion with the
Board Members.
vi)
Whistle Blower Policy:
The Company has
framed a mechanism which allows any
employee to approach the Management
without informing his supervisor to report
about the unethical behavior, or fraud or
violation of Company’s Code of Conduct.
This mechanism also provides the adequate
safeguard against the victimisation of such
employee. No personnel has been denied
access to the audit committee.
vii)
Code of Conduct:
The Board of directors
has laid down a Code of conduct for all
43
Annual Report 2013-14
