REPORT ON CORPORATE GOVERNANCE
1. Brief statement on Company's philosophy on code of governance
It is constant endeavor of the Company to have consistent practice of good corporate governance by attaining of the highest levels of transparency and accountability in working of the Company at all levels and in all interactions with its stakeholders, bankers, employees, lenders and government etc. and to pursue all efforts to make further improvement in achieving the above goal.
2. Board of Directors
During the financial year 2008-2009, the Board met six times on the dates viz. 26th April, 2008, 30th June, 2008, 31st July, 2008, 25th October, 2008, 31st January , 2009 and 28th February, 2009 .
The Board of Directors of the company is having optimum combination of Executive & Non-Executive Directors as suggested in the Corporate Governance norms. The current strength of the Board is ten comprising three Executive Directors and seven Non-executive Directors, of these seven Non-Executive Directors, five are independent Directors and two are Non-independent Directors.
3. Audit Committee
(I) Brief Description of terms of reference
The broad terms of reference of the Audit Committee include:
a) To supervise financial reporting process and to ensure financial and accounting control.
b) To ensure compliance with the accounting policies of the Company.
c) Jo interact with the internal and statutory auditors to ascertain the qualify and veracity of Company's transactions and to review the manner in which they are performing their responsibilities.
d) To review the internal audit function.
e) To review and discuss the financial statements before they are presented to the Board of Directors.
The Company had appointed Mr. M. Dhanvel as Manager (Internal Audit) to review the internal control systems of the company and to report thereon. The report of the Manager (Internal Audit) is periodically reviewed by the Audit Committee.
(II) Composition of Audit Committee
Constitution of Audit Committee meets with the requirements of Corporate Governance guidelines as well as the provisions of section 292 A of the companies Act,'1956.
Audit Committee constituted by the Board of Directors consists of three Independent Directors, viz. Shri Sanjay S. Majmudar as Chairman of the Committee, Shri Ashok C. Gandhi and Shri Amol R. Dalai, as members.
(III) Meetings during the year
Audit Committee met on 26th April, 2008, 30th June, 2008, 31st July, 2008, 25th October, 2008, 31st January , 2009 and 28th February, 2009, to consider quarterly / yearly financial results of the Company during the financial year under review.
4. Remuneration Committee
(I) Brief Terms of reference and Remuneration Policy
The remuneration Committee has been constituted to recommend and review remuneration of Directors and senior management personnel from time to time. The remuneration policy of the Company is to reward the performance and achievements of the Directors periodically.
(II) Composition of the Committee
Remuneration Committee consists of three Independent Directors viz. Shri Sanjay S. Majmudar as Chairman of the Committee, Shri Ashok C. Gandhi and Shri Amol R. Dalai as members.
(III) Meetings and Attendance
No Meeting of Remuneration Committee was held during the financial year as there is no revision in the remuneration of managerial personnel.
5. Shareholder Committee
(I) Share Transfer Committee
The Board has long back constituted a Share Transfer Committee consisting of three executive Directors. The Committee meets at frequent intervals, to approve inter-alia, transfer/transmission of shares, deletion of names, split/consolidation of shares etc. Details of shares transfer/transmissions approved by the Committee are placed at the Board Meetings from time to time.
Committee consists of Shri Vinod P. Arora, Shri Ashish V. Shah & Shri Kalpesh V. Shah.
(II) Shareholders' Grievance Committee
The Company has constituted the Shareholders' Grievance Committee under the Chairmanship of Shri Amol Dalai, independent - Non Executive Director of the Company with a view to monitor the redressal of Investors' grievances. The other two members of the Committee are Shri Vinod P. Arora, Chairman and Managing Director and Shri Kalpesh V. Shah, Whole time Director. The Committee met four times during the year viz. 5th April, 2008, 09th July, 2008, 6th October, 2008 and 9th January, 2009 and all the three, members of the Committee were present at the above meetings
6. Code of Business Conduct and Ethics
The Board has laid down comprehensive Code of Business Conduct and Ethics. The Board Members and Senior Management Personnel are responsible for and are committed to setting the standards of Conduct contained in this code and for updating this standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the needs of local and international investors and all other stakeholders as also to reflect corporate, legal and regulatory developments. This code is being adhered to in letter and in spirit. This Code has posted on the Company's website i.e. www.aarvee-denims.com.
7. Insider Trading
The Board has laid down Code of Conduct for Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations 1992. All the directors and senior management personnel who are expected to have access to unpublished price sensitive information concerning the Company are responsible for adherence to this code.
8. CEO/CFO Certification:
The managing Director has certified to the Board as required under clause 49(v) of the Listing Agreement for the year ended 31st March, 2009.
9. Risk Management Policy
Business Risk-Evaluation and Management is an ongoing-process with in the Company. During the year under reviews a detailed exercise on Risk Management was carried our covering the entire gamut of business operation and Audit Committee and Board Members are reviewing and updating the said policy every quarter.
None of the transactions with any of the related parties were in conflict with the interests of the Company. So far no Penalties or strictures have been imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority on: any-matter related to Capital Market.
11. Means of Communication
Financial Results are published normally in leading English financial newspaper and in Vernacular daily Newspaper. The Company supply copies of the Financial Results and Annual Report of the Company to various Analysts, registered Share Brokers, various Government Departments & Agencies, and other Investors and all those interested in getting the same as and when request received from them for the same. The Financial Results of the Company are available on the Company's website i.e. www.aarvee-denims.com Management Discussion & Analysis is a part of Annual Report attached herewith.
12. General Shareholder Information
A. 20th Annual General Meeting
Date & Time: 30 th September, 2009 at 10.a.m.
Venue: AARVEE DENIMS AND EXPORT LTD, Registered Office at 188/2, Ranipur Village, Opp. CNI Church, Narol, Ahmedabad - 382 405.
B. Financial Calendar
The Company follows April to March as its financial calendar. The results for every quarter beginning from April will be declared within the time period prescribed under the Listing Agreement.
C. Date of Book Closure: From 21st September, 2009 to 30th September, 2009
D. Listing on Stock Exchanges
The Company's shares are listed on Bombay Stock Exchange Ltd and National Stock Exchange Ltd. The Company has paid the listing fees to the stock exchange for the year 2009-10.
E. Stock Code
Bombay Stock Exchange Ltd:- 514274
National Stock Exchange Ltd.:- AARVEEDEN
ISIN No. allotted to the Company for Dematerialisation of Equity Shares: - INE273D01019
F. Registrar and Share Transfer Agent
PINNACLE SHARES REGISTRY PVT. LTD.
Near Ashoka Mills, Naroda Road, Ahmedabad. - 380 025.
Tele : (079)22200582 or (079)22200338
G. Share Transfer System
Equity Shares of the Company received from the Investors for the purpose of Transfer in their name are being processed for transfer at interval of every 10 days/fortnight depending upon load in each calendar month and after completing the procedure of Share Transfer are being returned to the Transferors within a period of ranging from two to three weeks, provided the documents lodged with the Registrars/ company are clear in all respects.
H. Dematerialisation of Shares and liquidity
As on 31st March, 2009, 22591187 (96.30%) Equity Shares of the Company were demateriaiised.
I. Plant Location
Spinning Plant located at: - Survey No. 215-217, Village Sari, Sarkhej-Bavla Highway, Tal. Sanand, Dist. Ahmedabad - 382 210.
Weaving Plant located at: - 188/2, Ranipur Village, 0pp. CNI Church, Near Narol Circle, Ahmedabad 382 405.
Home Textiles Unit located at: -191, Moje - shawadi, Narol - Sarkhej Highway, Ahmedabad - 382 405
J. Address for correspondence
For any grievance or assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares, please write to: email@example.com .
The Company Secretary
Aarvee Denims And Export Ltd., Registered Office: -188/2, Ranipur Village, Opp. CNI Church, Near Narol Circle, Ahmedabad 382 405.