30 Apr 2017 | Livemint.com

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Ajmera Realty & Infra India Ltd.

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Ajmera Realty & Infra India Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

INTRODUCTION:

Clause 49 of the Listing Agreement executed with the Stock Exchange(s), inter alia, lists down various corporate governance related practices and requirements, which listed companies are required to adopt and follow. This Report outlines the governance practices followed by the Company in compliance with the said requirements of the Listing Agreement.

1. COMPANIES PHILOSOPHY ON CORPORATE GOVERNANCE:

Ajmera's philosophy on Corporate Governance is embedded in the rich legacy of ethical governance practices, most of which were implemented before they were mandatorily prescribed. Integrity, transparency, accountability and compliance with laws which are the columns of good governance are cemented in the Company's robust business practices to ensure ethical and responsible leadership both at the Board and at the Management level. The Company's Code of Business Conduct and its well structured internal control systems which are subjected to regular assessment for its effectiveness, reinforces integrity of Management and fairness in dealing with the Company's stakeholders.

This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your Company has complied with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement with the Stock Exchanges.

2. BOARD OF DIRECTORS:

2.1 COMPOSITION

The composition of the Board of Directors of the Company is governed by the relevant provisions of the Companies Act, 2013, the Rules made thereunder and revised Clause 49 of the Listing Agreement relating to Corporate Governance. Composition of the Board as on March 31, 2015

2.2 PROFILE OF ALL DIRECTORS

The Board of Directors comprises highly renowned professionals drawn from diverse fields. They bring with them a wide range of skills and experience to the Board, which enhances the quality of the Board's decision making process.

The brief profile of the Company's Board of Directors is as under:

2.2.1 Mr. Rajnikant S. Ajmera, Chairman & Managing Director:

Mr. Rajnikant Shamalji Ajmera is an influential person in the Indian Real Estate Industry and one of the most respected business personality in real estate Industry in India. In a career spanning over 40 years, he introduced new standards in management, financing, strategies, efficiency and discipline to the organization. He is Diploma in Civil Engineer by qualification. He is the Promoter and current Chairman of Ajmera Group of Companies. Over his vast career span, his role in the construction industry has branched out extensively which now encompasses land development and construction of residential colonies.

Since 6th October, 1986 Mr. Rajnikant Ajmera is on the Board of the Company. With his considerable wealth of experience, he brings immense value to the Board of Company. Mr. Rajnikant Ajmera, is the mainstay behind the growth of Ajmera Group of Companies. Under his able stewardship, a large number of housing colonies have been successfully completed in the shortest possible time and the group has also attained ISO 9000-2000 certification.

Until recently, Mr Rajnikant Ajmera was the President of Maharashtra Chamber of Housing Industry (MCHI). His recommendations have proved beneficial to the overall real estate market. As on date he is Chairman of Advisory committee of Confederation of Real Estate Developers Associations of India (CREDAI) and also Chairman of

Grievance Cell of MCHI.

2.2.2 Mr. Manoj I. Ajmera, Managing Director:

Mr Manoj Ishwarlal Ajmera, 52 yrs, is currently a Managing Director of the Company and shoulders the responsibility of monitoring the sales department, project implementation, architectural, Liasoning & Accounts & Finance team.

Mr. Manoj I. Ajmera was appointed as on 24th April, 2012. His active participation and guidance during various training programmes undertaken by the sales executives, has not only lifted the team morale but also helped to achieve healthier results. He expertly handles legal matters related to various projects and has been instrumental in the progress of a several projects. Besides handing the day-to-day activities of the said project, his contribution and involvement in the one of the School at Mira Road has led to the school winning high accolades.

Mr. Manoj Ajmera is also actively involved in supervising the overall construction activities of various projects as well as developing new business ventures for the group. He has been the key architect shaping the evolution of Ajmera into one of India's l argest construction house. Being an extremely quick and practical decision maker, he has contributed a lot

towards the group as well as the industry. Mr. Manoj Ajmera is also the Managing Trustee of Ghatkopar Jolly gymkhana.

2.2.3 Mr. Sanjay C. Ajmera, Whole time Director:

Mr. Sanjay Chhotalal Ajmera, 49, is currently a Whole Time Director of Ajmera Realty & Infra India Limited since 24th  April, 2012.

In his capacity as Whole Time Director, he provides his insight in critical areas of strategic growth opportunities whenever available. He has done his Masters in Business Administration and specialised in the area of project implementation.

He has been recognized for successful implementation and commissioning of the first of its type color coated Steel plant in India .Being an Industrialist he is having 20 years experience in various fields.

2.2.4 Mr. Jagdish J. Doshi, Independent Director:

Mr. Jagdish J. Doshi, 84, is an Independent Director of Ajmera Realty & Infra India Limited since 20th January, 1992. He is involved in the development of Steel Industry for more than five decades. His qualifications are M.S. (llinois), D.I.C. (London), B.E (Hons.) Bombay, P. Eng. (Ontario,Canada),Consulting Engineer.

He is associated with Shree Precoated Steels Ltd, Four Seasons Marine & Air Services Ltd, Co-Nick Alloys (India) Ltd, Super Stainless and Hi Alloys Limited.

2.2.5 Mr. Ambalal C. Patel, Independent Director:

Mr. Ambalal C. Patel, aged 71 years, was appointed as Independent Director of the Company w.e.f. 7th December, 2006. He is a Bachelor of Science (Chemistry) and holds a Bachelor's Degree in Metallurgical Engineering from Indian Institute of Science, Bangalore. He started his c areer as shift-in-charge with Gujarat Mineral Development Corporation Ltd.(GMDC) in the year 1969. During his tenor at GMDC, he successfully implemented greenfield Fluorspar Benefication Plant of 500 TPD and was later responsible for its regular and efficient operations. After his successful stint with GMDC in the year 1973 he decided to join newly formed Gujarat Industrial Investment Corporation Ltd. (GIIC) as Technical Adviser (Metallurgy). He served the corporation for over 30 years in various capacities and finally retired in the year of 2004 as a Deputy General Manager.

During his long career at GIIC he successfully handled many areas like project identification, preparation of TEFR and appraisal of industrial projects in the state of Gujarat. He was also involved in promotion of public issue and private placement of equity of the projects funded by the GIIC. He was involved in promoting and developing private sector, joint sector, new entrepreneur scheme and infrastructure sector projects; providing financial assistance

by way of term loan, joint finance, equity disbursement and recovery. He has handled BIFR cases for revival and rehabilitation, change of management, liaison work with State Government. He was also involved in sanctioning of State/ Central Government incentives such as cash subsidy, sales tax /deferment loans, disbursement etc. He has handled recovery, revival and restructuring of sick units by making due diligence, amalgamation, merger etc. He was head of personnel and administrative department and has also served as Nominee director of GIIC on the board of various companies promoted by GIIC. After his retirement, he has ably served many listed and unlisted companies as Independent Director.

Mr. Ambalal C. Patel is known for administration, dynamic management skills, in-depth knowledge and experience of corporate finance. Currently, he is serving as Chairman of Jindal Hotels Limited and also sits as Independent Director on the Board of Chiripal Industries Limited, Karnavati Hospitals Private Limited, Sumeru Industries Limited, Nandan Denim Limited, SAL Steels Limited, Shree Precoated Steels Limited and CIL Nova Petrochemicals Limited.

2.2.6 Ms. Aarti M. Ramani, Independent Director:

Ms. Aarti M. Ramani is the proprietor of ALPHA ENVIRONS, a pioneering environmental and water management firm with extensive government/ semi-government/ private projects in hand and Director on Board of the Company since 12th August, 2014.

She has close to three decades of focussed experience in various Landscape and Environmental projects ranging from Municipal/ Public parks, designing and execution of private gardens for selective individuals and developers.

The firm has successfully executed large afforestation projects of forest land in Maharashtra, Gujarat and Goa.

Among the firm's many achievements is the landscaping, water management, soil conservation and self sustainable plantations for India's first private SEZ in Gujarat.

The firm also specializes in CRZ consultancy.

2.3 MEETINGS, AGENDA AND PROCEEDINGS OF THE BOARD MEETING

During the financial year ended 31 st March, 2015, four (4) meetings of the Board of Directors were held and the maximum time gap between two (2) meetings did not exceed one hundred and twenty days.

Board Meetings were held on 13th May, 2014, 12th August 2014, 14th November 2014 and 13th February 2015. The last Annual General Meeting (AGM) was held on 27th September  2014.

Details of attendance of Directors at Board Meetings and

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 13th February, 2015 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Agenda:

All the meetings are conducted as per well designed and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for the critical price sensitive information, which is circulated at the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the previous meetings of all the Board Committees. Additional agenda items in the form of "Other Business" are included with the permission of the Chairman. Notice alongwith the Agenda items are circulated seven days prior to the Board Meeting.

Invitees & Proceedings:

Apart from the Board members, the Company Secretary , CFO, Assoc.V.P(Accounts and Finance ) and Internal Auditor are invited to attend all the Board Meetings. Other senior management executives are called as and when necessary, to provide additional inputs for the items being discussed by the Board. The Assoc.V.P. makes presentation on the quarterly and annual operating & financial performance and on annual operating & capex budget.

The Chairman of various Board Committees brief the Board on all the important matters discussed & decided at their respective committee meetings, which are generally held prior to the Board meeting.

Post Meeting Action:

Post meetings, all important decisions taken at the meeting are communicated to the concerned officials and departments.

Support and Role of Company Secretary:

The Company Secretary is responsible for convening the Board and Committee meetings, preparation and distribution of Agenda and other documents and recording of the Minutes of the meetings. She acts as interface between the Board and the Management and provides required assistance and assurance to the Board and the Management on compliance and governance aspects.

2.4 OTHER DIRECTORSHIPS

N one of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director acts as a member of more than 10 committees or acts as a chairman of more than 5 committees across all Public Limited Companies in which he is a Director.

.5 INDUCTION AND TRAINING OF THE BOARD MEMBERS

On appointment, the concerned Director is i ssued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The induction for Independent Directors include interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the Project site etc. On the matters of specialized nature, the Company engages outside experts/consultants for presentation and discussion with the Board members.

2.6 EVALUATION OF THE BOARDS PERFORMANCE

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and entire Board members. The evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors at their Separate Meeting. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

2.7 PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India vide notification dated January 15, 2015 notified The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 which is effective from May 15, 2015. The Company has amended its Insider Trading Prohibition Policy accordingly. The Chief Financial Officer is the Chief Investor Relations Officer and Company Secretary as the Compliance Officer for the said purpose.

The Company has instituted a comprehensive code of conduct for its directors, management and officers and the other connected persons with the Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, guidelines and procedures to be made while dealing with shares of the Company including the consequences of violations if any. The code clearly specifies, among other matters, that the Directors and specified employees of the Company can trade in the shares of the Company only during 'Trading Window Open Period'. The trading window is closed during the time of declaration of results, dividend and material events, etc. as per the Policy. Disclosure of shareholding is taken from all the directors and Designated Employees and other connected persons of the Company.

3. COMMITTEE OF THE BOARD:

3.1 AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting

.1.2 Invitees/Participants

1. The M.D, CFO & Assoc. V. P. (Accounts & Finance) are the permanent invitees to all Audit Committee meetings to provide inputs on issues relating to internal audit findings, internal controls, accounts, taxation, risk management etc.

2. Head of Internal Audit department attends all the Audit Committee Meetings as far as possible and briefs the Committee on all the points covered in the Internal Audit Report as well as the other issues that come up during discussions.

3. The representatives of the Statutory Auditors have attended all the Audit Committee meetings held during the year.

3.1.3 Terms of Reference

The terms of reference of the Audit Committee are as per the guidelines set out in the Equity listing agreement read with section 177 of the Companies Act, 2013. These broadly includes:-

(i) Develop an annual plan for Committee

(ii) Review of financial reporting processes,

(iii) Review of risk management, internal control and governance processes,

(iv) Discussions on quarterly, half yearly and annual financial statements,

(v) Interaction with statutory, internal and cost auditors,

(vi) Recommendation for appointment, remuneration and terms of appointment of auditors and

(vii) Risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

(i) Matter included in the Director's Responsibility Statement,

(ii) Changes, if any, in the accounting policies,

(iii) Major accounting estimates and significant adjustments in financial statement,

(iv) Compliance with listing and other legal requirements concerning financial statements,

(v) Disclosures in financial statement including related party transactions,

(vi) Qualification in draft audit report,

(vii) Scrutiny of inter-corporate loans & investments,

(viii) Management's Discussions and Analysis of Company's operations,

(ix) Valuation of undertakings or assets of the company, wherever it is necessary,

(x) Periodical Internal Audit Reports and the report of Fraud Risk Management Committee,

(xi) Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies,

(xii) Letters of Statutory Auditors to management on internal control weakness, if any,

(xiii) Major non-routine transactions recorded in the financial statements involving exercise of judgment by the management,

(xiv) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors and cost auditors considering their independence and effectiveness, and recommend the audit fees,

(xv) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

3.2. NOMINATION AND REMUNERATION COMMITTEE

3.2.1 Composition and Attendance at the Meeting:

The remuneration committee of the company has been re­constituted as on August 12, 2014. The committee consist of Three Members and all are Non-Executive Director.

The committee met 1 (one) time during the financial year ended 31st March, 2015, on 12th August 2014.

The attendance of the members was as under

3.2.2 Terms of Reference

The Committee is empowered -

(i) Formulate criteria for determining qualifications, positive attributes and independence of Directors and evaluating the performance of the Board of Directors.

(ii) Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnels.

(iii) Support Board in evaluation of performance of all the Directors & in annual self- assessment of the Board's overall performance.

(iv) Conduct Annual performance review of MD and CEO and Senior Management Employees;

(v) Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees.

3.2.3 Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees and Remuneration of Non-Executive Directors. The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings and commission as detailed hereunder:

i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him/her of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rule, 2014;

ii. A Non-Executive director will also be entitled to receive commission on an annual basis of such sum as may be approved by the Board on the recommendation of the Nomination & Remuneration Committee;

iii. The Nomination & Remuneration Committee may recommend to the Board, the payment of commission on uniform basis to reinforce the principles of collective responsibility of the Board.

iv. In determining the quantum of commission payable to the Directors, the Nomination & Remuneration Committee shall make its recommendation after taking into consideration the overall performance of the Company and the onerous responsibilities required to be shouldered by the Director.

v. The Nomination & Remuneration Committee may recommend to the Board, for the payment of additional commission to those Directors who are Members on the Audit Committee of the Board subject to a ceiling on the total commission payable may be decided;

vi. In addition to the remuneration paid under Clause (ii) and (vi) above, the Chairman of the Audit Committee shall be paid an additional commission as may be recommended to the Board by the Nomination & Remuneration Committee;

vii. The total commission payable to the Directors shall not exceed 1% of the net profit of the Company;

viii. The Commission shall be payable on pro-rata basis to those Directors who occupy office for part of the year.

ix. The Independent Directors of the Company shall not be entitled to participate in Stock Option Scheme of the Company, if any, introduced by the Company;

3.2.4 Remuneration of Chairman, Managing Director & Executive Directors:-

i. At the time of appointment or re-appointment, the Chairman, Managing Director & Executive Directors shall be paid such remuneration as may be mutually agreed between the Company (which includes the N omin ation & Remuneration Committee and the Board of Directors) and the Chairman, Managing Director & Executive Directors within the overall limits prescribed under the Companies Act.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

iii. The remuneration of the Chairman, Managing Director & Executive Directors is broadly divided into fixed and variable component.

iv. In determining the remuneration (including the fixed increment and performance bonus) the Nomination & Remuneration Committee shall consider the following:

a. the relationship of remuneration and performance benchmarks is clear;

b. balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

c. responsibility required to be shouldered by the Chairman, Managing Director & Executive Directors and the industry benchmarks and the current trends;

v. the Company's performance vis-a-vis the annual budget achievement and individual performance visa-vis the KRAs / KPIs

3.2.5 Details of Remuneration paid to the Senior Management Employees:

The Managing Director and Executive Director will carry out the individual performance review based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove, recommends the annual increment and performance incentive to the Nomination & Remuneration Committee for its review and approval.

3.2.6 Details of Remuneration Paid to the Non-Executive Directors

The Non-Executive Directors are paid sitting fees of 16000/-per meeting for attending the Board and Audit Committee meetings from 14th November, 2014 onwards and earlier they were paid X 2500 per meeting. except Share Transfer Committee, for which no sitting fees is paid. The CSR Committee members at their first meeting for this Financial Year has unanimously decided not to accept any sitting fees for the CSR Committee meeting to be attended by them. No commission is paid to Non-Executive Director.

.3. STAKEHOLDERS RELATIONSHIP COMMITTEE

(i) The Members of the Stakeholders' Relationship Committee are Mr. Rajnikant S Ajmera, Mr. Manoj I Ajmera.

Mr. Jagdish J Doshi, a Non-Executive Independent Director, is the Chairman of the Stakeholders' Relationship Committee.

(ii) Ms. Harshini D Ajmera, Company Secretary, is the Compliance Officer

N ormally all complaints/queries are disposed off expeditiously. The Company had no complaint pending at the close of the financial year.

The Committee considers and resolves the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee attends to share-transfer formalities every fortnight.

3.4. CSR COMMITTEE:

The Board has constituted a Corporate Social Responsibility (CSR) Committee as per the provisions of Section 135 of the Companies Act, 2013.The functions of the CSR Committee are to:

(a) Recommended the amount of expenditure to be incurred on CSR activities;

(b) Monitor implementation and adherence to the CSR Policy of the Company from time to time.

(c) Prepare a transparent monitoring mechanism for ensuring implementation of the projects/programmes/ activities proposed to be undertaken by the Company, and

(d) Such other activities as the Board of Directors may determine from time to time.

The members of the CSR Committee are Mr. Manoj I Ajmera and Mr. Ambalal C Patel. Mr. Rajnikant S Ajmera is the Chairman of the CSR Committee. The Independent Director on the CSR Committee is Mr. Ambalal C Patel.

4. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177(9) and sub section (10) of the Companies Act, 2013, and clause 49 of the listing agreement with the stock exchanges, the Company has adopted a revised Whistle Blower policy, which provides a formal mechanism for all Directors and employees of the Company to approach the Committee of the Company for the said purpose and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company affirms that no director or employeeof the Company has been denied access to the Committee. The policy on Vigil Mechanism and Whistle Blower Policy is available on the website of the Company www.aril.co.in

7. DISCLOSURES:

1) During the year, the Company had not entered into any transaction of material nature with any of the promoters, directors, management or relatives or subsidiaries etc., which were in conflict with the interests of the Company. The details of the related party transactions as per AS 18 as stated in note 30 of the financial statements have been reviewed / approved by the Audit Committee. The policy on Related party Transaction is available on the website of the Company.

2. There was no instance of non compliance by the Company on any matters relating to the capital markets; nor was there any penalty / strictures imposed by the stock exchanges or SEBI or any other statutory authority on such matters during the last three years.

3. There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company.

4. The Company has in place a mechanism to inform the Board members about the risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

5. The Company has complied with all the mandatory  requirements prescribed under revised clause 49 of the listing agreement.

6. The Company does not have any material listed / unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement.

7. The Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated under Clause 49 of the Listing Agreement.

8. The CEO and CFO of the Company have certified to the Board on the integrity of the financial statements, effectiveness of internal controls and significant changes in internal control /accounting policies during the year as required under clause 49 (IX) of the Listing Agreement and Companies Act, 2013.

9. The Company has followed all relevant Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 while preparing Financial Statements.

8. CEO/CFO CERTIFICATION:

The MD and Chief Financial Officer (CFO) have issued certificate pursuant to the provisions of Clause 49 of the li sting agreement certifying that the financi al statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

9. MEANS OF COMMUNICATION:

The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after these are approved by the Board. These are widely published in Business Standard and Apla Mahanagar. These results are simultaneously posted on the website ofthe Company at www.aril.co.in and also uploaded on the website of National Stock Exchange of India Ltd. and the Bombay Stock Exchange of India Ltd.

10. GENERAL SHAREHOLDER INFORMATION:

10.1 Annual General Meeting:

Date : Friday, 25th September, 2015

Time : 11.30 a.m.

Venue : Activity Hall, Ground Floor, Juhu Vile Parle Gymkhana Club,N S Road, JVPD Scheme, Vile Parle (West), Mumbai - 400 049.

10.2 Financial Calendar :

Financial Year

Tentative Schedule for declaration of results during the Financial Year 2015-2016

First quarter : July, 2015

Second quarter/Half yearly : October, 2015

Third quarter/Nine months : January, 2016

Forth quarter/Annual : May 2016

Annual General Meeting : September, 2016

10.3 Book Closure:

The Register of Members and the Share Transfer Books of the Company shall remain closed from 19th day of September, 2015 till 25th day of September, 2015 (both days inclusive) for payment of dividend.

10.4 Dividend Payment Date:

Dividend shall be paid to all the shareholders who are eligible as on 18th September, 2015.

10.6 Listing of Shares & Other Securities:

A. Equity Shares

The equity shares are at present listed at the following Stock Exchanges

Name of the stock Exchange Stock code/Symbol

Bombay Sock Exchange Ltd : 513349

ISIN CIN : INE298G01027

CIN : L27104MH1985PLC035659

National Stock Exchange of India Ltd : AJMERA

Debentures/GDRs

The Company has not issued GDRs. / ADRs. / Warrants or any convertible instruments so far. 10.7 Listing Fees:

The Company has paid listing fees up to 31st March, 2016 to the Bombay Stock Exchange (BSE) and National Stock Exchange of India Ltd. (NSE) where Company's shares are listed

10.10 Registrar and Share Transfer Agents:

Sharex Dynamics (India) Pvt. Limited Unit - 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (E), Mumbai - 400 072 Email : sharexindia@vsnl.com Tel : 9122 2851 5606/9122 2851 5644 Fax : 9122 2851 2885 Website : www.sharexindia.com

10.11 Share Transfer System:

Shares sent for transfer in physical form are registered and returned by our Registrars and Share Transfer Agents in 15 days of receipt of the documents, provided the documents are found to be in order. Shares under objection are returned within two weeks. The Share Transfer Committee considers the transfer proposals generally on fortnight basis

10.15 Reconciliation of Share Capital Audit:

As stipulated by Securities and Exchange Board of India (SEBI), a qualified practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to stock exchanges, NSDL and CDSL and is also placed before the Board of Directors. No discrepancies were noticed during these audits.

10.16 Project Location: Anik-Wadala Link Road, Next to IMAX Theatre, Wadala East, Mumbai-400 037.

10.17 Address for Correspondence:

(a) The Compliance Officer, "CitiMall", 2nd Floor, New Link Road, Andheri (West), Mumbai-400 053. Phone No: 022 -66984000. E-mail: harshini@ajmera.com

(b) Exclusive e-mail id for Investor Grievances:

Pursuant to Clause 47(f) of the Listing Agreement, the following e-mail ID has been designated for communicating investors' grievances:- investors@ajmera.com

10.18 Registered Office:

"Citi Mall", 2nd Floor, New Link Road, Andheri (West), Mumbai-400 053. Phone No: 022 - 66984000. Fax No. 022 - 2632 5902. Website: www.aril.co.in E-mail: investors@ajmera.com

10.19 Mandatory requirement of PAN:

SEBI vide its circular dated 7th January, 2010 has made it mandatory to furnish PAN copy in the following cases:

(i) Deletion of name of deceased shareholder(s), where the shares are held in the name of two or more shareholders;

(ii) Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder.

(iii) Transposition of shares - in case of change in the order of names in which physical shares are held jointly in the names of two or more shareholders.

11. CODE OF CONDUCT

The Company has adopted the Code of Conduct for all employees of the Company, including the Managing Director. The Board has also approved a Code of Conduct for the Non-Executive Directors of the Company, which incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The Code is posted on the Company's website.

All Board members and senior management personnel (as per Clause 49 of the Listing Agreement) have affirmed compliance with the applicable Code of Conduct. A declaration to this effect, signed by the Managing Director & CFO forms part of this Report.

Apart from receiving remuneration that they are entitled to under the Companies Act, 2013 as Non-Executive Directors and reimbursement of expenses incurred in the discharge of their duties, none of the Non-Executive Directors has any other material pecuniary relationship or transactions with the Company, its Promoters, its Directors, its Senior Management or its Subsidiaries and Associates. None of the Independent Directors are inter-se related to each other.

The Directors and senior management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.