For redressing the shareholder/ investor complaints, the Company has formed Shareholders & Investors Grievance Committee vide resolution dated February 05, 2008 as per the requirements of the Clause 49 of the Listing Agreement for Corporate Governance. The committee consists of the following Directors.
Mr. Ramesh Chandra Chairman Independent Director
Mr. Manoj Kumar Gupta Member Independent Director
Mr. Anil Kumar Chaddha Member Independent Director
Mr. Madhur Mittal Member Executive Director
This committee will address all grievances of shareholders/investors in compliance of the provisions of clause 49 of the listing agreements with the Stock Exchanges and its terms of reference include the following:
i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;
ii. Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc;
iii. Issue of duplicate / split / consolidated share certificates; iv. Allotment and listing of shares;
v. Review of cases for refusal of transfer / transmission of shares and debentures; vi. Reference to statutory and regulatory authorities regarding investor grievances;
vii. And to otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
3. Remuneration Committee:
For Remuneration of Directors, the Company has constituted a Remuneration Committee vide resolution dated February 05, 2008. Committee has powers of recommending remuneration package to all Directors as per the requirements of the Clause 49 of the Listing Agreement for Corporate Governance. The Committee consists of the following Non- Executive Directors.
Mr. Anil Kumar Chaddha Chairman Independent Director
Mr. Manoj Kumar Gupta Member Independent Director
Mr. Ramesh Chandra Member Independent Director
This committee shall look into the following:
i. To recommend to the Board, the remuneration packages of the Company’s Managing/Joint Managing/ Deputy Managing/Whole time / Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);
ii. To be authorised at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages for Company’s Managing/Joint Managing/ Deputy Managing/ Whole-time/ Executive Directors, including pension rights and any compensation payment;
iii. To implement, supervise and administer any share or stock option scheme of the Company. The Committee is required to meet at least once a year.
Shareholding of Directors
Save and except as mentioned below, our Directors do not hold any shares of the Company as on date of filing of this Draft Red Herring Prospectus.
Sr. No.
Name of the Shareholder No. of Equity Shares Pre Issue Percentage Shareholding (%)
Post Issue Percentage Shareholding (%)
1. Mr. Sumit Mittal 11, 820, 000 36.09 29.01
2. Mr. Madhur Mittal 11, 820, 000 36.09 29.01
3. Mrs. Rajkumari Mittal 2, 955, 000 9.02 7.25
Interest of Directors
All our Directors, including Independent Directors, may be deemed to be interested to the extent of remuneration and/or fees payable to them for attending meetings of the Board or a committee thereof as well as to the extent of commission and other remuneration and reimbursement of traveling and other expenses payable to them. The Chairman and our Whole Time Director are interested to the extent of remuneration payable to them for the services being rendered by them as an officer or employee of our Company.
All the directors, including independent Directors, may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by the Company with any either the Director himself, other company in which they hold directorships or any partnership firm in which they are partners, as declared in their respective declarations.
Our Directors may also be regarded interested to the extent of dividend payable to them and other distributions in respect of the Equity Shares, if any, held by them or by the companies / firms / ventures promoted by them or that may be
subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and Promoters, pursuant to this Issue.
Our Directors do not have any interest in any property acquired by our Company in a period of two years before filing this Draft Red Herring Prospectus with SEBI or proposed to be acquired by us as on date of filing this Draft Red Herring Prospectus with SEBI.
Except as disclosed elsewhere in this Draft Red Herring Prospectus and in particular “Related Party Transactions” beginning on page [●] of this Draft Red Herring Prospectus no amount of benefit has been paid or given within the two preceding years or intended to be paid or given to any of our Directors except the normal remuneration for services rendered.
Changes in Board of Directors since its inception
Save and except as mentioned below, there had been no change in the Directorship since the inception of the Company
Sr. No. Name of Director Date of Appointment Date of Cessation Reason
1. Mr. Sumit Mittal January 1, 2007 - Appointed as Chairman
2. Mr. Madhur Mittal January 1, 2007 - Appointed as Managing Director
3. Mrs. Rajkumari Mittal February 3, 2006 - Appointed as Director
4. Mr. Anil Kumar Chaddha October 3, 2007 - Appointed as Additional Director
5. Mr. Manoj Kumar Gupta October 3, 2007 - Appointed as Additional Director
Management Organisation Structure
Key Management Personnel
The operations of the Company are overseen by a professional management team, under the guidance of the Chairman, Mr. Sumit Mittal and Managing Director & C.E.O, Mr. Madhur Mittal. The top management team has the requisite experience and the qualification for their respective responsibilities. A brief profile of our Key Management Personnel is as follows:
Mr. Abhishek Gupta, 29 years, is designated as Vice President – Finance of the Company. He is a commerce graduate from
Dr. Bhimrao Ambedkar University, Agra and is also a Fellow member of The Institute of Chartered Accountants of India and Licentiate of The Institute of Company Secretaries of India. He joined our company on February 01, 2008.
Mr. Ajay Singh Pundir, 52 years, is designated as Vice President - Marketing of the Company. He holds a Masters Degree
in Science from Lucknow University. He has over 30 years of experience in the field of Marketing and Sales. He joined the Company on June 01, 2006. He previously served several companies including Paragon Engineers and Contractor Pvt. Ltd. and S. M. Technomatics Ltd. Immediately prior to his appointment with the Company, he was serving as Vice President in KLG Polymers & Chemicals Ltd.
Mr. Shiv Shanker Sood, 53 years, is designated as General Manager - Projects of the Company. He holds a Bachelors
Degree in Architecture from the School of Planning and Architecture, New Delhi. He has over 25 years of experience in the field of construction. He joined our company on March 01, 2008. He previously served several companies which includes M/s Shanti P. Garg and Associates, M/s Pradhan Ghosh & Associates, M/s Uppal Ghosh & Associates, M/s Express Construction Pvt. Ltd. and M/s Forte Point India Pvt. Ltd. Immediately prior to his appointment with the Company, he was serving as an Associate Architect in CPKA.
Mr. Radha Krishnan Arora, 37 years, is designated as Senior General Manager – Finance of the Company. He is a
Commerce Graduate from Ajmer University and holds a Masters Degree in Commerce from University of Rajashtan. He is a Chartered Accountant by profession and has over 15 years of experience in Finance and Accounts. He joined the company on February 4, 2008. He previously served several companies including Rohan Motors Ltd., British Motors Car Company (1934) Ltd., Regent Automobiles Ltd. Immediately prior to his appointment with the Company, he was serving as a Deputy General Manager - Finance and Accounts in Dynamic Continental Pvt. Ltd., (a real estate development company).
Mr. Brijesh Pahuja, 38 years, is designated as Vice President - Sales of the Company. He is a Commerce Graduate from
Agra University and Chartered Accountant by profession. He has over 10 years of experience in the field of Automobile, Media and Infrastructure sector. He joined the company on July 22, 2007. He previously served several companies including Benara Group. Immediately prior to his appointment with the Company; he was serving as a Vice President - Operations in S.E. Investments Ltd.
Mr. Ravi Khandelwal, 39 years, is designated as Vice President - Administration & PR of the Company. He is a graduate in
arts from Agra University and has over 9 years of experience in the field of administration. He joined the Company on April 01, 2007. Immediately prior to his appointment with the Company, he was a running his own commercial venture.
Mr. Rohinish Chathli, 36 years, is designated as Vice President - Commercial of the Company. He is a Science Graduate
from Maharshi Dayanand University and holds Post Graduation Diploma in Marketing Management from Indira Gandhi National Open University. He joined the Company on January 15, 2008. He has over 12 years of experience in Commercial / Sales and has previously served companies including T & T Motors Ltd. Immediately prior to his appointment with the Company, he was serving as Senior Manager (Renting/Marketing) with Ansals Properties & Industries Ltd.
Mr. Pradeep Kumar Sahoo, 41 years, is designated as Company Secretary of the Company. He is a Commerce Graduate
from Utkal University, Orissa and a member of Institute of Company Secretaries of India with over 11 years of work experience. He joined the company on August 14, 2007. He previously served several companies including PBIL – Apex Consortium Ltd. and PACL India Ltd. Immediately prior to his appointment with the Company, he was serving as a Company Secretary in Pearl Buildwell Infrastructure Ltd.
Mr. Harvind Kumar Balecha, 37 years, is designated as General Manager - Sales & Marketing of the Company. He has a
Masters Degree in Commerce from Agra University. He joined the Company on February 03, 2006. He has over 10 years of experience in real estate sector and has been with Triveni Firm since 2001.
Mr. Nikhil Singhal, 28 years, is designated as General Manager - Finance. He is a commerce graduate from University of
Delhi and is also an Associate Member of the Institute of Chartered Accountant of India with over 2 years of experience in the field of Accounts, Audit and Taxation. He joined the Company on January 14, 2008. He previously served several firms including Lloyd Electric & Engineering Ltd, Punkaj Oswal &Co. Prior to his appointment with the company, he was serving as Assistant Manager-Accounts with Genpact India.
None of the Key Managerial Personnel are appointed pursuant to any arrangement or understanding with major shareholders, customers or suppliers. All our Key Management Personnel are permanent employees of our Company. Further, the Key Managerial Personnel as disclosed above are not Key Managerial Personnel as defined under Accounting Standard 18.
Relation of Key Management Personnel and Directors
None of the Key Managerial Employees named above are related to the Board or any Committee. Shareholding of Key Management Personnel
None of the Key Managerial Employees named above hold any Equity Shares in the Company as on the date of this Draft Red Herring Prospectus.
Bonus or Profit Sharing Plan for Key Management Personnel
Our Company does not have any bonus or profit-sharing plan for its key managerial personnel. Except as stated otherwise in the Draft Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years or are intended to be given to any of our key managerial personnel except the normal remuneration for services rendered as directors, officers or employees.
Changes in Key Management Personnel since Incorporation Sr.
No.
Name of Key Management Personnel Date of Appointment Date of Cessation Reason
1. Mr. G. P. Singh December 01, 2006 January 31, 2008 Resignation
2. Mr. Rajan Nakasi January 03, 2008 March 26,2008 Resignation
3. Mr. Keshav Gulati January 07, 2008 March 26, 2008 Resignation
Payment or Benefit to our Officers
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company.
Other than as disclosed in the section titled “Financial Statements” on page [●] of this Draft Red Herring Prospectus, none of the beneficiaries of loans and advances and sundry debtors are related to the Directors of our Company.
Employees
Our Company has 51 full-time employees as on December 31, 2007.
Our Company has not offered any stock option scheme / employees stock purchase scheme of the Company under the Employee Stock Option Scheme and Employee Stock Purchase Scheme. Apart from salary and usual perquisites, and group benefits under the group gratuity scheme and the employee provident fund scheme no other benefits have been offered to the officers of the Company.
Interest of Key Managerial Personnel
All our key managerial personnel may be deemed to be interested to the extent of the remuneration and other benefits in accordance with their terms of employment for services rendered as officers or employees to our Company. Further, all Employees may also be deemed to be interested to the extent of Equity Shares subscribed for and allotted to them out of the present Issue, they will be deemed to be interested to the extent of their shareholding and / or dividends paid or payable on the same.
OUR PROMOTERS AND THEIR BACKGROUND