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Aeonian Investments Company Ltd.

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Aeonian Investments Company Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company's Philosophy on Code of Corporate Governance:

The Company's philosophy on Corporate Governance is aimed at strengthening the confidence of the shareholders in the Company and building a long term relationship of trust with them by maintaining transparency and periodical disclosures. The Company believes in maintaining high standards of quality and ethical conduct, in its operations.

2. Board of Directors:

The Company's Board as on date comprises of seven members: All the seven are Non- Executive Directors (NEDs). Of the seven NEDs, four are Independent Directors. The Chairman of the Board is the Promoter of the Company. The number of independent Directors on the Board is in conformity with the requirement of Clause 49 (I) (A) of the Listing Agreement. All the Directors of the Company are eligible to retire by rotation.

Five Board Meetings were held during the financial year ended 31st March, 2012 i.e. on 10th May 2011, 25th July 2011, 24th October 2011, 30th January 2012 and 26th March 2012

None of the Directors on the Board hold the office of Director in more than 15 Companies or hold Membership of Committee of the Board in more than 10 Committees or Chairmanship of more than 5 Committees

The Board agenda is prepared in consultation with the Chairman of the Board of Directors and the Chairmen of other Committees. The agenda for the Meetings of the Board and its committees, together with the appropriate supporting documents, are circulated well in advance of the Meeting.

Matters discussed at the Board Meeting generally relate to Company's investment and their performance; Performance of the Portfolio Manager; Quarterly Results of the Company; Review of the reports of the Audit Committee and compliance with their recommendation; suggestion from the Directors; new Investment Proposals; Non Compliance of any regulatory, statutory or listing requirements etc.

Code of Conduct

The Board has formulated a Code of Conduct for the Board members.

All Board members have affirmed their compliance with the code. A declaration to this effect signed by the Chairman of the Company is given in the Annual Report.

3. Audit Committee

The Committee comprises of independent and non-executive directors having financial background and knowledge in the area of business of the Company. The Committee comprises of Shri M.G.Patel, Shri Bipin V. Jhaveri and Shri Dhiren P. Mehta.

Four Audit Committee Meetings were held during the financial year 2011-12 i.e. on 10th May 2011, 25th July 2011, 24th October 2011 and 30th January 2012.

The Statutory Auditors also attended the Audit Committee Meetings.

The Audit Committee of the Company has such powers as are detailed under Section 292 A of the Companies Act, 1956 and also Clasue 49 of the Listing Agreement. The Broad terms of reference include the following:

1. Reviewing the performance of Company's investments as reflected in the financial statements, as also compliance with accounting policies and practices, regulatory requirements concerning the said financial statements.

2. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are properly drawn up, sufficient and credible.

3. Recommending the appointment/removal of Statutory Auditors, fixation of Audit Fees and approval of payments for any other services to them.

4. Reviewing the adequacy of Internal Control Systems in the Company.

5. Discussing with the Statutory Auditors, any significant findings in their reports, taking suitable action necessary on such findings where necessary and follow-up thereon.

6. Broadly reviewing the Company's financial and risk management policies.

4. Remuneration of Directors

Presently none of the Directors of the Company is drawing any remuneration except Sitting Fees for each Meeting of the Board or their Committees.

Non Executive Directors were paid Sitting Fees at the rate of Rs. 5,000/- (Rupees Five Thousand Only) for each Meeting of the Board of Directors or Committee(s) thereof, attended by them.

The Company has not advanced any loans to any of the Directors.

5. Shareholders/ Investors Grievances Committee:

The Members of the Company's Shareholders / Investors Grievances Committee are Shri Amit C Choksey, Shri Bhanushankar R Trivedi and Shri Dhiren P Mehta. Shri Amit C Choksey is the Chairman of the Shareholders / Investors Grievance Committee.

The Committee meets as and when required, to deal with the matters relating to transfer / transmission of shares, monitors redressal of complaints received from shareholders relating to transfer, non receipt of balance sheet, dividend declared etc.

During the year under review 3 correspondences were received from Company's Shareholders on subjects such as, Non-receipt of share Certificate, Non-receipt of Dividend warrant and Non-receipt of Annual Report which were replied in time. No Complaints were received during the period under review.

Shri Dhiren Mehta, Director, has been appointed as the Compliance officer, as required by the Listing Agreement entered into with Bombay Stock Exchange.

There are no pending legal matters, in which the Company has been made a party, before any Court(s) / Consumer Forum(s), SEBI, Department of Company Affairs etc., relating to Investors' grievances / complaints.

With reference to Clause 47(f) of the Listing Agreement, Company has established exclusive e-mail ID dhirenmehta@ aeonianinvestments.com for investors to register their grievances, if any, for immediate resolution of their complaints.

6. Disclosures:

Transaction with related parties, as per requirement of Accounting Standard 18, is disclosed elsewhere in this Annual Report.

The Company has complied with the requirements of the Stock Exchange, SEBI and other statutory regulatory authorities on all matters relating to capital market during the last three years, except the non-compliance of Regulations 6 & 8 of SEBI (Substantial Acquisition of Shares and Take Over) Regulation, 1997 in the year 2004 for which SEBI has levied a penalty of Rs. 1,50,000/-. The company has represented to SEBI for waiver of the penalty on the ground that change in the holding of the promoters was not reportable. No other penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory Authorities.

The Company has received show cause notice from Bombay Stock Exchange (BSE) for non-compliance with Clause 40A of the Listing Agreement. The Company has briefed the Stock Exchange on the steps taken by the Company to increase liquidity in shares of the Company and willingness of the promoters to bring down their holdings by sale of shares in the market the Company is however worried that such disinvestment will go against the interest of the minority shareholders. The exchange has also been requested to advise the Company the alternate methods of increasing public shareholding without hurting minority shareholders' interest.

CEO and CFO Certification:

A certificate from Shri Dhiren P. Mehta Company's Director on the financial statements of the Company was placed before the Board of Directors of the Company in its Meeting held on 11th May 2012 to approve the Audited Annual Accounts for the year ended 31st March, 2012.

7. Means of Communication:

Half yearly / Quarterly Results have not been sent to Shareholders; instead the Shareholders were intimated these through press. The Company also Posted its Quarterly Results and Quarterly Shareholding Pattern on Company's Website: www. aeonianinvestment.com . The results were intimated to the Bombay Stock Exchange at the end of the respective Board Meetings.

The quarterly, half yearly and annual results of the Company's financial performance were published in Free Press Journal and Navshakti. Results were informed to the Bombay Stock Exchange Ltd., before making them public.

Management Discussion and Analysis forms part of the Annual Report and given in the report of the Board of Directors of the Company.

8. General Shareholders Information:

a) 31st Annual General Meeting will be held on Tuesday, 7th August, 2012 at 10.30 A.M at M. C. Ghia Hall, Bhoghilal Hargovindas Building, 2nd Floor, 18/20, K. Dubash Marg,Kala Ghoda, Mumbai - 400 023.

b) The Company's financial Year begins on 1st April to 31st March

c) Dates of book closure Tuesday, 31st July, 2012 to Tuesday, 7th August, 2012 (both days inclusive) for the Purpose of Annual General Meeting and payment of dividend.

d) Dividend payment Date: NECS/dispatch of dividend warrant on or after 9th August, 2012.

e) Listing on Stock Exchanges: The Company's Equity Shares are listed on Bombay Stock Exchange Limited, Mumbai.The Annual Listing fee has been paid fully.

f) The Company has paid custodial fees for the year 2012-13 to National Securities Depository Limited and Central Depository Services (India) Limited.

g) Stock Code / Symbol

Bombay Stock Exchange Limited -503655

International Securities Identification Number (ISIN) -INE421F01027

Corporate Identity Number (CIN) -allotted by the Ministry of Corporate Affairs -L65990MH1981PLC024860

h) Registrars and Share Transfer Agents:

M/s. Link Intime India Private Ltd. continue to be the Registrar and Transfer Agents of the Company, for processing transfers, handling correspondence with shareholders, splitting of shares and rendering depository services such as dematerialization and rematerialization of the Company's shares. As the Company's Shares are compulsorily to be traded in dematerialized form, Company's Shareholders who still hold these shares in physical form are requested to open Demat Accounts with Depository Participants registered with National Securities Depository Ltd. (NSDL) and / or Central Depository Services Ltd. (CDSL) and get their shares in the Company dematerialized.

The Address of the Registrars and Share Transfer Agents are as under:

M/s. Link Intime India Private Ltd.

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078

Phone: (022) 2596 3838 Fax: (022) 2594 6969

Email: rnt.helpdesk@linkintime.co.in  

i) Share Transfer System:

All shares sent for transfer in physical form are registered by the Company's Registrar and Share Transfer Agents within a maximum period of 30 days of the lodgment, provided documents are found in order. Shares under objection are returned within two weeks. All requests for dematerialisation of shares are promptly processed and confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 15 days.

j) Dematerialisation of Shares:

Equity Shares of the Company are to be compulsorily traded in the dematerialised form. As on 31st March 2012, 46,59, 880 Equity Shares comprising of 97.08% of paid up capital of the Company, have been dematerialised by the investors and bulk of transfers take place in the demat segment.

k) Outstanding GDR's/ADR's/Warrants or any convertible instruments, conversion data and impact on equity:

NIL

l) Investors Correspondence:

Investor correspondence may be addressed to any of the following;

Registered Office

N.K.M. International House, 178, Babubhai Chinai Marg, Backbay Reclamation, Churchgate, Mumbai - 400 020

phone: (022) 6145 7000 Fax: (022) 22838291

Email: dhirenmehta@aeonianinvestments.com  

Registrar & Share Transfer Agents

M/s. Link Intime India Private Ltd.

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078

Phone : (022) 2596 3838 Fax : (022) 2594 6969

Email : rnt.helpdesk@linkintime.co.in