26 Apr 2017 | Livemint.com

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Banswara Syntex Ltd.

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  • BSE Code: 503722
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  • NSE Code: BANSWRAS
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Banswara Syntex Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

"Corporate Governance" refers to the way a corporation is governed. It is the technique by which companies are directed and managed. The Corporate Governance structure specifies the distribution of the role and responsibilities of different participants in the organization, such as, the Board, managers, shareholders and other stakeholders. It also spells out the rules and procedures for decision making pertaining to corporate affairs. The Company adheres to good Corporate Governance practices and constantly endeavors to improve by adopting emerging best practices.

I. COMPANY'S PHILOSOPHY

Banswara Syntex Limited is committed to maintaining high standards of corporate governance practices and fulfilling its commitment and adherence thereto in letter and spirit at all times, which goes beyond mere regulatory compliances. The Company is also committed to maintain the highest level of transparency, accountability and equity in all facets of its operation. It firmly believes that Corporate Governance is about the management and conduct of an organization based on ethical business principles and commitment to values, and that the same is reinforced at all levels within the Company. The corporate governance model adopted by the Company consists of a set of rules and standards with the aim of establishing efficient and transparent operations within the Group, to protect the rights and interests of the Company's shareholders and to enhance shareholder value while complying with the provisions of law in all dealings with Government, customers, suppliers, employees and other stakeholders. It is also intended to ensure attractive returns to all stakeholders of the business based on the strong belief that sound Corporate Governance is the pre -requisite to success, sustainable growth and long-term value creation.

The Company has complied with the provisions of the Code of Corporate Governance as per Clause 49 of the Listing Agreements (as amended) with the Stock Exchanges. A report on the implementation of the provisions of the Corporate Governance is furnished hereunder:

II. BOARD OF DIRECTORS

The Board of Directors of Banswara Syntex Limited is a balanced one with an optimum mix of Executive and Non-Executive Directors. The 12 member Board of Directors of the Company comprises four executive directors viz. the Chairman, Managing Director, Vice Chairman and Joint Managing Director, all from the promoter group and eight Non-executive Independent Directors. Thus, Independent Directors constitute 2/3rd of the Board's strength. The Non-executive Independent Directors are eminent professionals with vast experience in business, industry, finance and public enterprises. The Independent Directors are not related to the promoter-directors and/or to each other. The Board provides leadership, strategic guidance, objective analysis and independent views to the Company's management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and accountability.

The Directors do not have any pecuniary relationship with the Company except to the extent of the following;

(a) Managing Whole-time Directors - Remuneration as per their terms of appointment and reimbursement of expenses actually incurred for the business of the Company, within the approved terms and conditions.

(b) Non-Executive Independent Directors - Reimbursement of expenses and payment of sitting fees for the Board / Committee meetings attended by them.

B. Board Procedure

The members of the Board are provided with the requisite information mentioned in the Listing Agreements well before the Board meetings.

The Board considers all the matters which are statutorily required to be considered by it. In addition, following issues are also discussed at the meetings of the Board:

•Annual operating and capital expenditure budgets and periodical review thereof.

• Investment/expansion/modernization/diversification plans of the Company.

• Overall strategy and business plans.

•Approval of quarterly/half-yearly/annual results (after review by Audit Committee) Compliance •with statutory/regulatory requirements and review of major pending legal cases.

• Cause, demand, prosecution notices and penalty notices which are materially important.

• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.

•Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.

•Foreign exchange exposure and risks.

•Major accounting practices, provisions and write-offs.

•Transactions pertaining to acquisition/disposal of fixed assets, intellectual property and related •parties. Review of working of various Committees of the Board.

•Issues regarding mergers and amalgamations, joint ventures, collaborations, etc. with any other Company/entity.

•General industrial environment and developments related to textile industry, in particular.

All the Directors, who are members of the various committees, are within the limits prescribed in the Listing Agreements. The Directors have intimated, from time to time, about their directorship/membership of committees in other companies.

III. COMMITTEES OF THE BOARD

Currently, there are four Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Share Transfer Committee. The Committees, appointed by the Board, focus on specific areas and take informed decisions within their delegated authority. The Committees also make specific recommendations to the Board on various matters from time-to-time. Matters requiring the Board's attention/approval are generally placed before the Board by the respective Committee's chairman. The role and composition of these Committees, the number of meetings held during the financial year and the related attendance thereat are provided below:

A. AUDIT COMMITTEE OBJECTIVE:

The Audit Committee has been constituted as per Section 177(4) of the Companies Act, 2013, and the guidelines set out in the Listing Agreements with the Stock Exchanges. The management is responsible for the Company's internal controls and the financial reporting process while the statutory auditors are responsible for conducting independent audits of the Company's financial statements in accordance with the generally accepted Auditing Practices and for issuing reports based on such audits. The Audit Committee has been constituted to assist the Board in overseeing the quality and integrity of the accounting, auditing and reporting policies/practices of the Company and its compliance with the legal and regulatory requirements. The Committee, accordingly, monitors the accounting and financial reporting process of the Company, the audits of the Company's financial statements, the appointment, independence and performance of the statutory auditors as also the internal auditors and the Company's risk management policies. The Committee reviews the pending litigation cases against the Company as well as show cause notices received from various authorities The Audit Committee also reviews the periodic internal and statutory auditors' reports. Minutes of meetings of the Audit Committee are circulated to members of the Committee and placed before the Board for its confirmation.

COMPOSITION:

The Audit Committee comprises 3 (three) Independent Directors viz. Shri P. Kumar (Chairman), Shri Kamal Kishore Kacholia, Dr. S.B. Agarwal and 1 (one) executive Director Shri Ravindra Kumar Toshniwal (Managing Director) as a members.

MEETINGS

Four meetings of the Committee were held during the year 2013-14 i.e. on 24,h May, 2013, 8,h August, 2013, 13,h November, 2013 and 12* February, 2014.

The frequency and quorum, etc. at these meetings were in conformity with the provisions of the then Companies Act, 1956 and/ or Companies Act, 2013 as also the Listing Agreements with the Stock Exchanges.

Members of the Audit Committee have requisite financial and management expertise and hold /have held senior positions in reputed organizations.

At the invitation of the Committee, representatives of various departments of the Company besides the Whole-time Director-in-charge of finance function, Statutory Auditors, Internal Auditors, Sr. Vice President (Fin. & Com.) & Company Secretary, who also acts as the Secretary to the Committee, attend the Audit Committee meetings to answer the queries, if any, and clarify the points raised at the meetings and generally assist the Committee in its deliberations. The Chairman and CFO of the Company are invariably present in Audit Committee meeting as the special invitees.

 ROLE OF AUDIT COMMITTEE

The role and terms of reference of the Audit Committee cover the matters specified under Clause 49 of the Listing Agreements as also the provisions of Section 292A of the then Companies Act, 1956 and also the Companies Act, 2013.

POWERS OF AUDIT COMMITTEE:-

Terms of reference of the Audit Committee, inter alia, include

i) The recommendation for appointment, remuneration and terms of appointment of Auditors of the Company.

ii) Review and monitor the Auditors independence and performance, and effectiveness of audit process.

iii) Examination of the financial statements and the Auditors' Report thereon.

iv) Approval or any subsequent modification of transactions of the Company with related parties.

v) Scrutiny of internal corporate loans and investments.

vi) Valuation of undertakings or assets of the Company, wherever it is necessary.

vii) Evaluation of internal financial controls and risk management systems.

viii) Monitoring the end use of funds raised through public offers and related matters.

ix) To establish the Vigil Mechanism for directors and employees to report their genuine concerns.

x) It shall have authority to investigate into any matter in relation to the above item referred to it by the Board.

xi) The Audit Committee may call comments of the Auditors about the internal control system, the scope of the Audit including observations of Auditors and review of financial statements.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been reconstituted as per requirement of Clause 49 of the Listing Agreements and other applicable provisions of the Companies Act, 2013. The terms of reference of the Committee are:-

1. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for Directors, Key Managerial Personnel and other employees.

The Committee shall, while formulating the policy, ensure that:-

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

Forthe purpose of this section the expression "Senior Management" means personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Executive Directors, including the functional heads.

The remuneration to be paid to the Executive/ Whole-time Directors is recommended by the Nomination and Remuneration Committee to the Board of Directors and shareholders of the Company for their approval.

The Remuneration Committee has been constituted as per requirement of Clause 49 of the Listing Agreements and other applicable provisions of the Companies Act, 1956.

COMPOSITION:

The "Nomination and Remuneration Committee" earlier known as "Remuneration Committee" has been reconstituted twice firstly on 12.02.2014 due to withdrawal of nomination of Shri CP. Ravindranath, who was also a member of Remuneration Committee by the Exim Bank and again on 24.05.2014 due to enactment of Companies Act, 2013 wherein it was renamed Nomination and Remuneration Committee. Now, the above Committee comprises three Non-Executive Independent Directors viz; Shri P. Kumar (Chairman), Shri D.P. Garg and Shri P.K. Bhandari. DETAILS OF REMUNERATION PAID TO DIRECTORS FOR THE YEAR 2013-14

1) Appointment, and the terms thereof, of Shri R.L. Toshniwal, Chairman, has been approved for 3 (three) years from 1st January, 2012 to 31s' December. 2014.

2) Appointment, and the terms thereof, of Shri Ravindra Kumar Toshniwal, Managing Director, has been approved for 3(three) years from 1 "January, 2012 to 31s1 December. 2014.

3) Appointment, and the terms thereof, of Shri Rakesh Mehra, Vice-Chairman, has been approved for 3 (three) years from 131 January, 2012 to 3151 December. 2014.

4) Appointment, and the terms thereof, of Shri Shaleen Toshniwal, Joint Managing Director, has been approved for 3 (three) years from 1sl January, 2012 to 31sl December. 2014.

The remuneration to Executive/Whole-Time Directors is paid as determined/recommended by the then Remuneration Committee, now Nomination and Remuneration Committee, Board of Directors and as finally approved by the Shareholders through postal ballot. Non- Executive Independent Directors are being paid Sitting fee of X 10,000/- for each Meeting of the Board of Directors or any Committee thereof except that in case of Share Transfer Committee Meetings, sitting fee is Rs. 2,500/- per Meeting. The Board of Directors in its Meeting held on 24* May, 2014 has increased payment of sitting fee from Rs. 10,000/- to Rs. 30,000/- for each Meeting of the Board of Directors or its Committee thereof except Share Transfer Committee Meeting. In case of Share Transfer Committee Meeting, sitting fee increased from Rs. 2,500/- to Rs. 5,000/- per Meeting.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee earlier known as shareholders' Grievances Committee is empowered to consider and resolve the grievances of security holders of the Company.

The Chairperson of the Committee is required to attend general meetings of the Company. COMPOSITION:

The Stakeholders Relationship Committee comprises 3 Non-Executive Independent Directors, viz. Shri P. Kumar (Chairman), Shri Kamal Kishore Kacholia and Shri Vijay Mehta.

The Board has designated Shri J.K. Jain. Sr. Vice President (Fin. & Com.) & Company Secretary, as the Compliance Officer of the Company forthe purpose of investors' complaints/grievances.

MEETINGS

During the year 2013-14, no meeting of the Committee was held. Only 2 complaints received from a shareholder/investor during the year were promptly resolved to the satisfaction of the complainant and position in respect thereof was duly reported to Board/Stock Exchanges as part of quarterly results.

DISPOSALOFCOMPLAINTS

The shareholders' complaints are being promptly attended to and disposed off well within one month of the receipt thereof. Details of the complaints received and resolved during the year are as under:-

D. SHARE TRANSFER COMMITTEE

The Share Transfer Committee looks into the shareholders' requests for transfer/transmission of shares, held in physical form. The Committee's primarily focus is:

• To scrutinize the share transfer application forms received by the Company and, if found in order in all respects, to register transfers of shares in the Register of Members of the Company,

To register various documents as mentioned above in the Register of Documents maintained by the Company,

• To approve the issue of split share certificates and new share certificates in place of defaced, torn, damaged and soiled share certificates on receipt of proper applications and other required papers and documents from the shareholders,

To sign the share certificates and to affix the Company's Common Seal on them in accordance with the provisions of the Companies Act, 1956/2013, the Companies (Issue of Share Certificates) Rules, 1960 and those of the Articles of Association of the Company, and

To take all other consequential and incidental actions and measures.

COMPOSITION:

The Share Transfer Committee comprises 3 members, viz. Shri R.L. Toshniwal (Chairman), Shri P. Kumar and Shri D.P. Garg.

MEETINGS

During the year 2013-14, 15 meetings of Share Transfer Committee were held. Two members constitute the quorum for each meeting. The meetings were held on 6"1 April, 15,h April, 24°' June, 29,n June, 20"' July, 17m August, 7m September, 5th October, 2nd November, 11* November, 7,h December, 2013,1s' February, 10lh February, 1s' March and 22nd March, 2014.

POSTAL BALLOT

A Special Resolution was passed on 30.10.2013 for issuance of equity shares on preferential basis to the persons other than promoters and convertible warrants, also on preferential basis to promoters/promoter group by the Company's members through postal ballot.

Details of the aforesaid resolutions passed through postal ballot are as under-

A. Person who conducted the postal ballot exercise:

The Board appointed Shri Manoj Maheshwari, Practicing Company Secretary, as the scrutinizer to conduct postal ballot voting process. Shri Manoj Maheshwari conducted the process and submitted his report to the Chairman.

B. Procedure followed:

(i) The postal ballot notice and accompanying documents were dispatched to the shareholders by Regd. post

(ii) A calendar of events along with Board resolution was submitted to the Ministry of Corporate Affairs.

C. Details of voting pattern: After scrutinizing all the ballot forms received, the Scrutinizer reported the result as under:

V. DISCLOSURES

1. Disclosure on materially significant related party transactions that may have potential conflict with the interests of Company at large.

The Company has entered into certain transactions with its Promoters, Directors and the Management related parties in the ordinary course of business, but these transactions do not have any potential conflict with the interests of the Company at large. The Company has complied with mandatory requirements of Clause 49 of the Listing Agreements with the Stock Exchanges.

2. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI, or any other statutory authority, on any matter related with the capital market.

No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market, during the year.

VI. MEANS OF COMMUNICATION

Quarterly Results: Quarterly and half yearly results are published in Hindi & English newspapers viz: Rajasthan Patrika, Dainik Bhaskar and Business Standard.

News Releases: Information released to the press at the time of declaration of working results is also being sent to BSE and NSE, where the shares of the Company are listed.

Media : Interviews of Chairman and Managing Director regarding working of the Company are conducted regularly, by print as well as electronic media and published/broad cast/telecast at times.

Periodicals: Company's news and reports regarding its plans, activities, working results etc. appear in financial papers, journals etc at least once in a while.

Annual Report : Annual Report containing, inter alia, Audited Annual Accounts, Directors' Report, Reports on Corporate Governance and Management Discussion and Analysis form part of the Annual Report, which is posted to all the shareholders of the Company.

Website : The Company has a website under the name www.banswarasyntex.com which contains information regarding the shareholding pattern of the Company, investors update, history of the Company, the Company's products, its achievements, various other important news and latest information related to the Company's activities, progress and current events.

VII. GENERALSHAREHOLDERINFORMATION

1. Annual General Meeting (to be held)

Date  :22"° September, 2014

Time  : 3.30 p.m.

Venue  : Industrial Area, Dohad Road, Banswara-327 001 (Raj.)

AGENDA:-

Adoption of Audited Accounts, Director's and Auditor's reports.

Declaration of Dividend.

Appointment of Director liable to retire by rotation.

Appointing and fixing remuneration of the Auditors.

Appointing and fixing remuneration of the Cost Auditors.

Re-appointment of Executives Directors.

Accepting of deposits from member and/or public. Re-appointment of Independent Directors.

2. Financial Year (Tentative Calendar of events)

Financial Year: April 1, 2014 to March 31, 2015.

First Quarter Results & Limited Review Within 45 days from the end of quarter.

Second Quarter/ Half Yearly Results & Limited Review Within 45 days from the end of quarter. Third Quarter Results & Limited Review Within 45 days from the end of quarter.

Audited Annual Results (2014-15) Within 60 days from the end of year.

3. Date of Book Closure

The register of members and share transfer books of the Company shall remain closed from 6lh September, 2014 to 22""September, 2014 (both days inclusive).

4. Dividend Payment Date (Tentative)

Dividend for the year 2013-14, if approved by the shareholders, will be paid on or after 26" September, 2014.

5. Listing of Equity Shares on Stock Exchanges The Company's Shares are listed on:

(i) BSE Limited, Mumbai

Floor 25, P.J. Towers, Dalai Street, Mumbai-400 001

(ii) National Stock Exchange of India Ltd., Mumbai (NSE) "Exchange Plaza", Bandra-Kurla Complex, Bandra (E), Mumbai- 400 051

During the year the Company has issued 6,00,000 equity shares to Indus Kamdhenu Funds Limited, a Foreign Company, on preferential basis.

The Company has also issued 1,70,000 equity shares to Promoter and promoters group on preferential basis, due to conversion of 1,70,000 warrants issued to them on preferential basis.

Listing and trading approval for both the above issues have been received from the Stock Exchanges. The requisite listing fees have been paid for the year 2014-15 to both the Stock Exchanges.

6. Stock Code

Number in NSDLandCDSLforequity shares - ISIN INE629D01012  

BSE Limited, Mumbai - 503722

National Stock Exchange of India Ltd., Mumbai - BANSWRAS

7. Stock Market Price Data

Monthly high/low market prices of the Company's equity shares traded on BSE Limited, Mumbai and National Stock Exchange of India Ltd.. Mumbai, during the last financial year are as follows:-

9. Registrar & Share Transfer Agent

M/s. Computech Sharecap Limited

147, Mahatma Gandhi Road,

Fort, MUMBAI-400 001

Tel: 022-22635000-01, Fax: 022-22635005

e-mail:helpdesk@computechsharecap.com Website:www.computechsharecap.in

10. Share Transfers

Since the Company's shares are traded in the dematerialized form on the Stock Exchanges, bulk of the transfers take place in the electronic form.

For expediting transfers, the Company has appointed a common agency, M/s. Computech Sharecap Limited, 147, Mahatma Gandhi Road, Fort, Mumbai-400 001, for effecting transfers of shares held in both the demat as well as physical form. The Board has delegated the function related to physical transfers to the Share Transfer Committee, which is later confirmed by the Board. Physical transfers are effected within fifteen days. The Board has designated the Company Secretary as the Compliance Officer. The Company obtains, from a Company Secretary in practice, half-yearly certificate of compliance with the share transfer formalities as required under clause 47(c) of the Listing Agreements and files a copy of the certificate with the Stock Exchanges.

11. Re-appointment of Directors Executive Directors

The Nomination and Remuneration Committee and Board of Directors of the Company, at their meetings held on 24" May, 2014, has recommended the re-appointment of Shri R.L. Toshniwal as Chairman, Shri Ravindra Kumar Toshniwal as Managing Director, Shri Rakesh Mehra as Vice-Chairman and Shri Shaleen Toshniwal as Jt. Managing Director for a further period of 3 years from 131 January, 2015 to 3151 December 2017. The Resolutions for re-appointment of these directors is being put up before the share holders in the Annual General Meeting for their approval.

Brief particulars of Shri R.L.Toshniwal, Shri Ravindra Kumar Toshniwal, Shri Rakesh Mehra and Shri Shaleen Toshniwal are given below:-

Shri R.L. Toshniwal, aged 80 years, is the main promoter and currently the Chairman of the Company. He is Masters in Textiles from Leeds University, UK. He has 51 years' vast experience of textile industry. He joined the Company in 1976. He has been associated with a number of business organizations since the beginning of his career. He is Ex-Chairman of Rajasthan Textile Mills Association, Ex-President of Indian Spinners Association and Ex-Chairman of the Synthetic & Rayon Textile Export Promotion Council (SRTEPC). Besides Banswara Syntex Ltd., he is member of the Board of Directors of 4 other companies. Being an industrialist with high social obligations, he is associated with a number of charitable trusts also.

Shri Ravindra Kumar Toshniwal, aged 50 years, is a B. Tech (Chem.) from I IT", Mumbai. He has undergone OPM course of Harvard University, USA. He is having over 22 years experience in textile industry. He is looking after overall activities of the Company. He has traveled extensively to Europe, US and other developed countries to promote the products of the Company. He has taken together a number of reputed buyers all over the worid as a result the exports of the Company have increased substantially over the last ten years.

13. Dematerialization of shares and liquidity

The Company's shares are available for dematerialization on both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Shares of the Company are to be delivered compulsorily in the demat form on Stock Exchanges by all investors. Shares representing 97.71 % of the Paid-up Capital have so far been dematerialized by Investors.

14. Outstanding GDRs / ADRs / Warrants and Convertible Instruments

At the meeting of Board of Directors held on 13:h November 2013, the Company issued has 600000 equity shares of Rs.10 each at Rs.41.50 including a premium of Rs.31.50 per share to a foreign company on preferential basis. In the same meeting, the Board of Directors also issued 1600000 warrants to promoters and promoters' group, convertible in an equal number of equity shares at the price of Rs.41.50 per warrant including premium of Rs.31.50 per warrant. Further, the Board, in its meeting held on 12'" February, 2014 has issued 170000 equity shares of Rs.10 each at Rs.41.50 including a premium of Rs.31-.50 per share, on conversion of 170000 warrants out of 1600000 warrants. As on date, 1430000 warrants are outstanding and remain to be converted in an equal number of equity shares upto 11.05.2015 i.e. within 18' months from the date of its allotment. Both the above preferential issues were made as perthe SEBI (ICDR) Regulations, 2009.

15. Plant Locations

1. Banswara Syntex Ltd. Banswara Syntex Ltd. Unit BTM Banswara Syntex Ltd. Unit - BFL Banswara Syntex Ltd. Unit - BJF Banswara Syntex Ltd. Unit - TPP

Industrial Area, Dohad Road Banswara-327 001 (Raj.) 

2.Banswara Syntex Limited Readymade Garment Unit -1 "Banswara Garments"

98/3, Village Kadaiya Nani Daman Distt. DAMAN-396 210 (U.T.)

Readymade Garment Unit - II "Banswara Garments"

Survey No.713/1, 713/2, 713/3, 725/2 and 725/1 Village Dabhel, Nani Daman Dist. Daman-396 210 (U.T.)

Readymade Garment Unit - III "Banswara Garments"

Survey No.722/9 Village Dabhel, Nani Daman Dist. Daman-396 210 (U.T.)

Readymade Garment Unit - IV 'Banswara Garments"

Plot No.85/3, 85/4, and 86/2 Village Kadaiya, Daman Industrial

Estate, Nani Daman, DAMAN-396 210 (U.T.)

3. Banswara Syntex Limited Banswara Apparel.

Plot No. 5 & 6, GIDC Apparel Park SEZ Sachin

SURAT- 394 230 (Gujarat)

16. Registered Office

Industrial Area, Dohad Road, BANSWARA-327 001 (Raj.)

17. Address for correspondence

The Company has appointed M/s. Computech Sharecap Limited as Common Agency for share registry work both for electronic and physical mode of shares.

Shareholders can make correspondence at the following addresses for share transfer matters and other grievances, if any:-

(a) Mrs. G.K. Dadyburjor

M/s. Computech Sharecap Limited 147, Mahatma Gandhi Road Fort, MUMBAI-400 001

(b) Registered Office: Industrial Area, Dohad Road, Banswara-327001 (Raj.)

18. Non-Mandatory Requirements under Clause 49 of the Listing Agreements

1. Shareholders' Rights: The Quarterly Financial results as per clause 41 of the Listing Agreements are published in newspapers. The complete Annual Report is sent to every shareholder of the Company.

2. Audit Qualifications: The Company always presents unqualified financial statements. As regards the Auditors' observations on Annual Accounts for 2013-14, the relevant Notes in Significant Accounting Policies, Notes on Accounts and other disclosures are self-explanatory and, therefore, do not call for any further comments, except in the matter of non payment of Rs. 42.03 lacs towards Service Tax and Cess thereon. The matter pertaining to service tax refunds taken by the Company are under appeal with CESTAT, New Delhi and Commissioner Appeal, Jaipur, Rajasthan. In addition to this non payment of Excise duty Rs. 209.75 lacs and custom duty Rs.1.70 lacs for which the matter of is under appeal before CESTAT New Delhi, Commissioner Appeal, Jamnagar, Gujarat and at Mumbai High Court. These liabilities will be met, if necessary, on final decision of the respective Appellate Authorities.

3. Separate posts of Chairman and CEO: The Company has appointed Shri R.L.Toshniwal as a Chairman and Shri Ravindra KumarToshniwal as a CEO of the Company.

4. Reporting of Internal Auditor: The Internal auditors of the Company are directly reporting to Audit Committee.