30 Apr 2017 | Livemint.com

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Ashnoor Textile Mills Ltd.

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Ashnoor Textile Mills Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

1. Company's Philosophy on Corporate Governance

The Company's philosophy of Corporate Governance is aimed about maintaining a valuable relationship and trust with all stakeholders. The Company is fully committed to optimize the shareholders' long term value and also attach equal importance to highest level corporate responsibility towards other stakeholders. During the year, your Company continues to adhere procedures and practices in conformity with Clause 49 of the Listing Agreement.

2. Board of Directors

(a) Composition of the Board

The Board of Directors of the Company comprises of six Directors with two Executive Directors, three Non-Executive Independent Directors and one Non-Executive Director and is in conformity with section 149(4) of the Companies Act, 2013 and Clause 49 of the Listing agreement. Out of these both the Executive Directors (One is Managing Director and other is Whole Time Director cum Chairperson) and one Non-Executive Director are Promoters. The Company has two women Directors. The Board is consists of imminent persons with considerable professional expertise. The detailed composition of the Board including other required information is given in the table below:

All the promoters are relatives as defined in section 2(77) of the Companies Act, 2013 read with rule 4 of Companies (Specification of Definitions Details) Rules, 2014.

(b) Number of Board Meetings

During the year, 9 (nine) meetings of the Board of Directors were held. These were held on April 30, 2014; May 06, 2014; May 12, 2014; August 12, 2014; November 12, 2014; December 15, 2014; February 10, 2015; February 13, 2015 and March 27, 2015.

The gap between two Board Meetings did not exceed 120 days months. During the year, all the relevant information as required to be placed before the Board as per Clause 49 of the Listing Agreement were placed before the Board and discussed/approved by it. These Schedule of the Board meetings were decided in advance, in consultation with the Directors and communicated to them as per provisions of the Companies Act, 2013. The compliance reports of laws and regulations applicable to the Company were placed before the Board periodically.

(c) Code of Conduct for Directors and Senior Management Personnel

The Company has instituted a Code of Conduct for members of the Board and senior Management Personnel of the Company. The Board members and senior management personnel of the Company have affirmed compliance with the code of conduct and Managing Directors has given a declaration affirming compliance with them code by them.

3. Audit Committee

(a) Composition, name of members and Chairman

The Company had constituted an Audit Committee as per provisions of Clause 49 of the Listing Agreements with the Stock Exchanges and Section 177 of the Companies Act, 2013, with the scope of the activities as set out in Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee is specified by the Board. The composition of Audit Committee is as follows.

All the three Directors are financially literate as explained in Explanation of Clause 49(III)(A)(2) of Listing Agreement and out of these Mr. Piyush Gupta and Mr. Suneel Gupta are having financial management expertise also. The minutes of Audit Committee Meeting were placed before the Board and discussed in the meetings of the Board of Directors.

(b) Brief description of terms of reference

The Audit Committee has power as enumerated in Clause 49(III)(C) and to perform the functions as listed in Clause 49(III)(D) of the Listing Agreement.

(c ) Meetings and Attendance during the year

During the financial year 2014-2015, 04 (four) meetings of the Audit Committee were held on May 12, 2014, August 12, 2014; November 12, 2014; February 10, 2014. All the three members attended these meetings.

4. Nomination and Remuneration Committee

(a) Composition, name of members and Chairman

Nomination and Remuneration Committee of the Board of Directors of the Company is set up as per provisions of section 178 of the Companies Act, 2013 and Clause 49(IV)(A)of the Listing Agreement consists of following Directors:

(b) Brief description of terms of reference

The Nomination and Remuneration Committee identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with criteria lay down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's including independent directors performance. The Committee also formulates the criteria for determining qualification, positive attributes and independence of Director and recommends to the Board a policy, relating to the remuneration for the Director, key managerial personnel and other employees. It has also formulated remuneration policy of the Company to bring about objectivity in determining remuneration package while striking a balance between the interest of the Company and the shareholders.

(c ) Meetings and Attendance during the year

During the financial year 2014-2015, 05 (five) meetings of the Nomination and Remuneration Committee were held on April 21, 2014*; May 2, 2014; November 4, 2014; December 9, 2014 and March 14, 2015. Mr. Piyush Gupta attended all these meetings, while Mr. Inder Mohan Aggarwal attended four meetings and Ms. Pallavee R. Duggall attended 2 meetings. *Remuneration Committee

5. Stakeholder Relationship Committee

(a) Composition, name of members and Chairman

Ms. Priyanka Srivastava, Company Secretary, was Compliance Officer. She resigned effective from close of office hours on May 30, 2015. Mr. Manmeet Singh has been appointed as Chief Compliance Officer effective from July 16, 2015.

(b) Brief description of terms of reference

The Committee has power to consider and resolve the grievance of shareholders.

(c ) Meetings and Attendance during the year

During the financial year 2014-2015, four (4) meetings of the Stakeholder Relationship Committee were held. These meetings were held on May 12, 2014, August 12, 2014; November 12, 2014; February 10, 2015. All the meetings were attended by Mr. Suneel Gupta and Mr. Piyush Gupta while Dr. (Mrs.) Sangeeta Gupta attended 3 meetings.

During the financial year 2014-2015, 1 (one) complaint was received by the Company, which were replied/resolved to the satisfaction of investors. There was no complaint was pending on March 31, 2015.

7. Meeting of Independent Directors

In compliance with requirement of schedule IV of the Companies Act,2013 one meeting of Independent Directors was held on 16th March 2015. Such meeting is conducted informally to enable Independent Directors to discuss matters pertaining to the role and responsibility of Independent Directors and other matters relating to Company's affairs. The Lead Independent Director takes appropriate steps to Present Independent Directors, view to the Chairperson and Management Directors of the Company.

8. Board's Processes

The information as required under Clause 49 of the Listing Agreement is made available to the Board. The agenda and the papers for consideration at the Board meeting are circulated at least seven days prior to the meeting. Adequate information is circulated as part of the Board papers and is also made available at the board meeting to enable the board to take informed decisions.

It has always been the Company's policy and practice that apart from matters requiring Board's approval by statute and as per the code of Corporate Governance, all major operation and financial decision, feedback reports, human resources issues and minutes of all committee meetings are placed before the Board for informed discussion and decision.

9. Managing Director / CFO Certification

The Managing Director and Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Managing Director and Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Clause-41 of the Listing agreement. The annual certificate given by the Managing Director and Chief Financial Officer is published in this report.

10. Disclosures

(a) Disclosures on materially significant related party transactions, pecuniary or business relationship with the Company

The Board has received disclosures from all the directors and Key managerial personnel relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large. However, a detail disclosure on related party transaction has been made at Note number 23.1 in Notes to Financial Statement.

(b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to Capital Market, during the last three years

The Company has been regular in complying with the various rules and regulations prescribed by stock exchange (s), Securities & Exchange Board of India or any other Statutory Authorities relating to the capital markets during the last three years. They have imposed no penalties or strictures on the Company.

(c) Whistle Blower Policy

The Company has a Vigil Mechanism and Whistle Blower Policy for directors and employees to report genuine concerns to as per provisions of Section 177 read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement. All the directors and employees have access to audit committee and vigil mechanism provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism.

(d) Accounting Treatment

The financial statements heave been prepared to comply with the generally accepted accounting principles in India including accounting standard notified under the provisions of the Companies Act, 2013. However, a detail disclosure on related party transaction has been made at Note number 28.1 in Notes to Financial Statement.

11. Means of Communication

Half yearly report sent to each shareholders : No

Quarterly Results

Quarterly Results are announced within forty five days from the end of respective quarter, which are normally published in The Pioneer (English) and Veer Arjun (Hindi).

Any Website

www.ashnoortextile.com

Whether Management Discussion and Analysis is a part of Annual Report  Yes

12. General Shareholders Information

(a) Date, Time & Venue of Annual General Meeting

The Company will hold its 32nd Annual General Meeting on September 30, 2015 at 9:30 a. m. Beharampur Road, Village Khandsa, District Gurgaon, Haryana - 122001

(b) Financial Calendar (tentative and subject to change)

The Company expects to announce the un-audited quarterly results for the year 2015-2016, as per the following schedule

First Quarter : On or before August 14, 2015

Second Quarter : On or before November 15, 2015

Third Quarter : On or before February 15, 2016

Fourth Quarter : On or before May 15, 2016

The Audited Results of the Company for the year 2015-2016 will expect to be announced with the time specified in Listing Agreement.

Date of Book Closure

The Company's Register of Members and Share Transfer Book will remain closed from Thursday, September 24, 2015 to Wednesday, September 30, 2015.

Dividend Payment Date

The Board of Directors has not recommended any dividend for the financial year 2014-2015.

Listing on Stock Exchanges

The Company's equity shares are listed in the following stock exchanges: • The Bombay Stock Exchange, Mumbai

The Company has paid the Annual listing fees for the financial year 2015-2016.

Stock Code

The Stock Exchange, Mumbai : 507872

Registrar and Share Transfer Agents

Messrs Link Intime India Private Limited is Registrar and Share Transfer Agent. Its address is follows:  44, Community Centre, Phase-I, Near PVR, Naraina Ind. Area, New Delhi-110028

(i) Share Transfer System

The Company has a Share Transfer Committee, which normally met twice in a month, if the Company receives shares for transfer. The shares received usually transferred and returned within a period of 15 days from the date of receipt, if documents are complete with all respects.

Physical shares received for dematerialization are processed and completed within a period of 21 from the date of receipt. Bad deliveries are promptly returned to depository Participants under the advice of shareholders.

(k) Outstanding GDRs/ADRs/Warrants or any Convertible Instrument

The Company has not issued any GDRs/ADRs /Warrants or any other convertible instruments which likely to have impact on Equity share capital of the Company.

(l) Reconciliation of Share Capital:

As stipulated by the SEBI reconciliation of the total admitted capital with both depositories and the total issued/paid-up capital and reconciliation of shares dematerialized in both the depositories and physical form with the total issued/paid-up capital of the Company for every quarter is placed before the board of Directors and also submitted to BSE and two depositories.

The ISIN No. of the Company is INE372101018. 64.34% of the paid-up share capital had been dematerialized as at March 31, 2015 with the two depositories.

(m) Address for Correspondence

Ashnoor Textile Mills Limited Behrampur Road, Village Khandsa District Gurgaon, Haryana-122 001 Phone: 0124 – 4940550, Fax: 0124 – 4940555 E-mail: atml_delhi@yahoo.com

n) Plant Location

Behrampur Road, Village Khandsa District Gurgaon, Haryana-122 001>

By the order of the Board

Sd/- Suneel Gupta

Managing Director

DIN-00052084

Date: August 27, 2015

Place: Gurgaon