HECHOS POSTERIORES

CORPORATE GOVERNANCE & SUB-COMMITTEES

The provisions of the listing agreement to be entered into with the Stock Exchanges with respect to corporate governance and the SEBI Regulations in respect of corporate governance will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company has complied with the corporate governance code in accordance with Clause 49 of such listing agreement, particularly, in relation to appointment of independent Directors to the Board of Directors of our Company and constitution of the audit committee, the share transfer & investor grievance committee and the remuneration committee. The Board of our Company functions either as a full board of directors or through various committees constituted to oversee specific operational areas. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of Clause 49 of the listing agreement to be entered into with the Stock Exchanges.

Currently the Board of Directors of our Company has 8 Directors, of which since the Chairman of the Board is an Executive Non Independent Director. In compliance with the requirements of Clause 49 of the listing agreement, our Company has four independent Directors. In terms of the Clause 49 of the listing agreement, our Company has constituted the following committees:

a. Audit Committee

b. Remuneration Committee

c. Share Transfer and Investors’ Grievance Committee and d. IPO Committee.

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Composition of the Board of Directors

To comply with the guidelines in relation to Corporate Governance, we have already appointed four (4) independent directors, viz. Mr. Dilip K Patel, Mr. Arvind Vithal Deshingkar, Mr. Pratap Ratilal Merchant and Mr. Yogesh Anandlal Shah on its Board. As the Chairman of our Company is a Non Independent Chairman, half of the Board of Directors comprises of Independent Directors.

As on date our Company has the following Directors on its Board:

Name Designation Status

Mr. Rakesh P Shah Chairman Executive & Non-Independent Director Mr. Tejas P Shah Managing Director Executive & Non-Independent Director Mr. Jainendra P Shah Jt Managing Director Executive & Non-Independent Director Mr. Dipan P Shah Executive Director Executive & Non-Independent Director Mr. Dilip K Patel Director Non-Executive & Independent Director Mr. Arvind Vithal

Deshingkar

Director Non-Executive & Independent Director Mr. Pratap Ratilal

Merchant

Director Non-Executive & Independent Director Mr. Yogesh Anandlal Shah Director Non-Executive & Independent Director Committees of the Board

Audit Committee

The audit committee was constituted on 27.08.2010 with the following members: Mr. Pratap R Merchant : Independent Non- Executive Director (Chairman) Mr. Dilip K Patel : Independent Non- Executive Director (Member) Mr. Rakesh P Shah : Executive Director (Member)

The powers of the Audit Committee shall include the power to (i) investigate any activity within its terms of reference; (ii) seek information from any employee; (iii) obtain outside legal or other professional advice; and (iv) secure attendance of outsiders with relevant expertise, if it considers necessary.

The terms of reference of the Audit Committee shall include the following :

• To Review with the management as and when applicable, the quarterly, half yearly and annual financial statements before submission to the board for approval.

• To review with the management, performance of the Statutory and Internal auditors, adequacy of internal control system.

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors. • To review the adequacy of internal audit function, the structure of the internal audit department and

frequency of internal audit.

• To discuss with Internal Auditors any significant findings and follow up thereon

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

• To discuss with statutory auditor before the audit commences about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

• To Review with the management the annual financial statements before submission to the board for approval with reference to:

9 Matter required to be included in the Director Responsibility statement to be included in Board report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

9 Changes if any, in accounting policies and practices and reason for the same.

9 Major accounting entries involving estimates based on exercise of judgment by management. 9 Compliance with the listing and other legal requirement relating to financial statement. 9 Disclosure of any related party transaction.

9 Qualification in the draft audit report.

• To carry such other function as is mentioned in the terms of reference of Audit Committee. • Monitor the Utilization of the issue proceeds.

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The quorum necessary for the meeting of the Audit Committee shall be two directors other than the Executive Directors.

Remuneration Committee:

The Remuneration Committee was constituted on August 27, 2010 with the following Directors of the Board: Mr. Arvind V Deshingkar : Independent Non- Executive Director (Chairman)

Mr. Pratap R Merchant : Independent Non- Executive Director (Member) Mr. Dilip K Patel : Independent Non- Executive Director (Member) The terms of reference of the Remuneration Committee shall include the following : • To fix the Salary & Perquisites of Executive Directors of our Company.

• .

• To consider the profits of our Company and to decide about the adequacy of profits of our Company. • To consider the adequacy of profits of our Company and to consider remuneration payable to the

Managerial persons as per requirement of the companies Act and Schedule XIII of the companies Act. • To approve the remuneration payable to the managerial personnel of our Company in case of

inadequacy of the profits as per requirement of Schedule XIII of the Companies Act, 1956. • To take all other consequential and incidental action and measure.

The quorum necessary for the meeting of the Remuneration Committee shall be two directors. Share Transfer & Investors’ Grievances Committee

The Share Transfer & Investors’ Grievance Committee was constituted by the Board in its meeting held on August 27, 2010.

The committee consists of the following members:

Mr. Dilip K Patel : Independent Non- Executive Director (Chairman) Mr. Pratap R Merchant : Independent Non- Executive Director (Member) Mr. Dipan P Shah : Executive Director (Member)

This committee has been constituted with powers to specifically look into redressing the shareholders and investors’ complaints and monitors investors’ grievances including complaints on transfer of shares, dematerialization of shares in physical form, issue of duplicate share certificate, non-receipt of balance sheet, non-receipt of declared dividends etc. and redressal thereof.

The terms of reference of the Share Transfer & Investors’ Grievance Committee shall include the following: • To accept the share application along with the share application money and reject the application as

may be deem fit and proper;

• To do all work relating to transfer, transmission, consolidation, split and issue of duplicate shares of our Company;

• To do all the necessary things as may be required from time to time under the Companies Act, 1956 and other related enactment; and

• To look into the shareholder complaints, if any, and to redress the same expeditiously. • .

• To inform the shareholders regarding provisions of various act and the redressal agency for their grievance.

• To take all other consequential and incidental action and measure.

The Company Secretary of the Company, Mr. Hoshang F Kapadia is the Compliance Officer. There were no unresolved complaints/transfers pending.

The quorum necessary for the meeting of the Share Transfer & Investors’ Grievance Committee shall be two directors.

IPO Committee

The IPO Committee was constituted on August 27, 2010. The IPO Committee constitutes the following Directors :

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Mr. Rakesh P Shah : Executive Director (Chairman)

Mr. Tejas P Shah : Executive Director (Member) Mr. Jainendra P Shah : Executive Director (Member) Mr. Dipan P Shah : Executive Director (Member)

The terms of reference of the IPO Committee shall include the following:

• making applications to all regulatory and such other authorities as may be required for the purpose of allotment of shares to Non-Resident investors;

• deciding on the timing, pricing and all the terms and conditions of the issue of the shares for the Public Issue, including the price, and to accept any amendments, modifications, variations or alterations thereto;

• appointment of and entering into arrangements with the book running lead managers, underwriters to the Issue, syndicate members to the Issue, brokers to the Issue, escrow collection bankers to the Issue, registrars, legal advisors and any other agencies or persons or intermediaries to the Issue and to negotiate and finalise the terms of their appointment, including but not limited to execution of the BRLMs mandate letter, negotiation, finalisation and execution of the memorandum of understanding with the BRLMs etc.;

• opening of such accounts with the bankers to the Issue as are required by the regulations issued by SEBI;

• authorisation and approval of the incurring of expenditure and payment of fees in connection with the Issue;

• to do all such acts, deeds, matters and things and execution of all such other documents, etc. as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, finalise the basis of allocation and to allot the shares to the successful allottees as permissible in law, issue of share certificates in accordance with the relevant rules;

• submission of applications for listing of the shares in one or more stock exchange(s) for listing of the equity shares of our Company and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock exchange(s);

• settlement of all questions, difficulties or doubts that may arise in regard to such issues or allotment as it may, in its absolute discretion deem fit;

• delegation of any of the powers mentioned above to such persons as may be decided by the Committee from time to time;

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ORGANISATION CHART-RELCON INFRAPROJECTS LIMITED