26 Apr 2017 | Livemint.com

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Arunoday Mills Ltd. Accounting Policy

Report on Corporate Governance.

I. COMPANY'S PHILOSOPHY:

The Company continues to focus on good corporate governance and its objective lies in the growth and direction of the business, transparency in its operations, compliance of laws, management accountability, professionalism and equitable treatment with its stakeholders.

II. BOARD OF DIRECTORS :

A. Composition of the Board :

The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business and industry, finance, management and marketing. The present strength of the Board of Directors is three including the Chairman cum Managing Director.

Brief profile of the Directors :

(1) Shri Kantilal Keshavlal Sheth (91) (DIN 00202885) holds B. Sc. Degree. He is one of the chief promoters of the Company and was appointed as Managing Director on 2nd April, 1974. He is the Chairman cum Managing Director of the Company since 18th August 1993.

(2) Shri Mahendra S. Shah (73) (DIN 01638857) holds B. Com. Degree. He is an Independent Director and joined the Board on 10th March, 2005

(3) Shri Vamanray M. Mehta (68) (DIN 04292661) holds B. Sc., LLB Degrees. He is GSFC Nominee and joined the Board on 15th November, 2000.

No Director is related to any other director on the Board in terms of the provisions of Companies Act, 2013.

B. Board Procedure :

The Board meets at-least once a quarter to review the quarterly performance and financial results. Notice of the Board Meeting is given in writing to each Director.

C. Board Meetings and attendance of Directors :

During the financial year ended 31st March, 2014 Four Board meetings were held on 31/05/2013, 26/07/2013, 17/10/2013 and 07/01/2014.

III. COMMITTEES OF THE BOARD :

A. Audit Committee :

The Audit Committee consists of Shri M. S. Shah (Chairman) and Shri K. K. Sheth. The minutes of the Audit Committee Meetings are noted by the Directors at the Board Meetings.

The Committee met Four times during the year on 31/05/2013, 26/07/2013,

17/10/2013 and 07/01/2014.

B. Share Transfer Committee :

The Share Transfer-cum-Investor Grievance Committee consists of Shri K. K. Sheth, Shri Mahendra S. Shah as members. The Company has generally complied with the requirements under the Listing Agreement.

The minutes of the Share Transfer Committee meetings are noted by the Directors at the Board Meetings.

C. Remuneration Committee :

At present the Company does not have the Remuneration Committee.

D. Subsidiary Company :

The Company does not have any Subsidiary Company.

E. Disclosures :

(i) All related party transactions have been entered into in the ordinary course of business. Transactions with related parties are disclosed in Note 17(d) of Schedule XVI to the financial statements in the Annual Report. However these transactions are not likely to have any conflicts with the Company's interest.

(ii) All Accounting Standards mandatorily required have been followed in preparation of financial statements and no deviation has been made in following the same.

(iii) No money was raised by the Company through public issue, rights issue, preferential issues etc. in the last Financial year and hence provisions contained in this behalf in Clause 49 of the listing agreement are not applicable by the Company.

(iv) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

F. Compliance Certificate :

Compliance Certificate for Corporate Governance from Auditors of the Company is given as Annexure - I to the report.

IV. SHAREHOLDER INFORMATION :

1. Registered Office

'JYOT', Kanta Stree Vikas Grah Road, Bhakti Nagar, Rajkot - 360 002

2. Annual General Meeting

Date and time

4th July, 2014 at 3.30 p.m.

Venue: 'JYOT', Kanta Stree Vikas Grah Road, Bhakti Nagar, Rajkot - 360 002

3. Financial Year

2013 - 2014

4. Financial calendar :

Board Meeting to approve the quarterly Financial

Quarter ending on June 30, 2014: Before end of July, 2014

Quarter ending on Sept., 30, 2014: Before end of October, 2014

Quarter ending on Dec. 31, 2014: Before end of January, 2015

Quarter ending on March, 31, 2015 :Before end of May, 2015

Annual General Meeting for the year ending on 31st March, 2015 :June- July, 2015

5. Book Closure Date

1st July, 2014 to 4th July, 2014

6. Dividend

No Dividend recommended

7. Listing of Equity shares on Stock Exchanges

The Bombay Stock Exchange Ltd.

8. Stock Code

Stock Exchange BSE

Stock Code :502700

Demat ISIN No. for CDSL & NSDL :INE 469E01011

9. Stock Price Data :

As reported earlier, BSE suspended the Scrip from trading. The Company complied with all the requirements and requested BSE for revocation, said application is pending.

10. Registrar and Transfer Agents :

Bigshare Services Pvt. Ltd. ,

E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka,

Andheri (East), Mumbai - 400 072 Phone No. : 4043 0200 Fax No. : 2847 5207

E-mail : bigshare@bom7.vsnl.net.in   

11. Share Transfer System :

Shares sent for transfer in physical form are registered by the Registrar and Share Transfer Agent within 30 days of receipt of the documents, if the documents are clear in all respects. Shares under objection are returned within two weeks. All requests for dematerialization of shares are processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (N.S.D.L.) and Central Depository Services Limited (C.S.D.L.) within 15 days.

Dematerialisation :

As on 31st March, 2014, 39,65,654 shares of the total paid up equity held in dematerilisation form.

Plant Location :

Plant was located at Mahendra Nagar, Morbi, Gujarat - 363 641 and sold by IDBI by auction on 8th February, 2007

Administrative Office :

Arunoday Mills Ltd.

Room No. 4/5, 3rd Floor, Malhotra House, Opp. G. P. O. Walchand Hirachnd Marg, Fort, Mumbai - 400 001

Tel. : 022-2262 6261 Fax : 022-4002 5909

E-mail : info@arunodaymills.in   Website Id : www.arunodaymills.in  

The above report has been placed before the Board at its meeting held on 27th May, 2014 and the same was approved.

BY ORDER OF THE BOARD OF DIRECTORS

KANTILAL K. SHETH

CHAIRMAN & MANAGING DIRECTOR

Regd. office :

'JYOT', Kanta Stree Vikas Grah Road, Bhakti Nagar, Rajkot - 360 002

Place : Mumbai

Dated : 27th May, 2014