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Gaekwar Mills Ltd.

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Gaekwar Mills Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31ST MARCH 2015

Board of Directors

2. Committees of the Board

The Company follows procedures and practices in conformity with the code of Corporate Governance, and in terms thereof, the Board has constituted the following committees:

I. Audit Committee

The Audit Committee as at 31st March 2015 comprised of: Mr. Ratan Karanjia - Chairman & Independent Director Mr. Om Dutt Purohit - Independent Director Mr. Girish Shah - Independent Director

The terms of reference of this Committee cover the matters as listed under clause 49 of the Listing Agreement with the Stock Exchange.

The details of meetings of the Committee held during 2014-15 and the attendance thereat are as follows:

5 meetings were held on: 30th May, 14th August, 25th August, 14th November 2014 11th February 2015

II. Nomination and Remuneration Committee:

A Committee of Directors comprising of Mr. Girish Shah (Chairman), Mr. Ratan Karanjia and fvlr. Om Dutt Purohit, all Independent Directors, has been formed as Nomination and Remuneration Committee. As the Company has not commenced any activities as yet or recruited staff, no meeting of the Committee was held during the year.

III. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee as at 31st March 2015 comprised of: Mr. Om Dutt Purohit - Chairman and Independent Director Mr. Girish Shah - Independent Director Mr. Ratan Karanjia - Independent Director.

The Stakeholders Relationship Committee oversees the functioning of the Registrar & Transfer Agents, M/s System Support Services, who deal with all matters related to shareholders.

The details of meetings of the Committee held during 2014-15 and the attendance thereat are as follows:

4 meetings were held on: 30th May, 14th August, 14th November 2014 and 11lh February 2015.

3. Details of Annual General Meetings:

The following special resolutions were passed through postal ballot during FY 2011-12:

1. Increase in Authorised Capital from Rs 1 crore to Rs 2 crores

2. Alteration in Capital Clause of memorandum of Association

3. Alteration in Capital Clause of Articles of association

4. Resolution under s. 81 (1 A) of the Companies Act, 1956 authorising the Board to offer, issue and allot on Preferential Basis 1,11,000 Equity Shares of Rs. 100/- each to the following entities at such price as shall be determined in terms of regulation 76 under Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 or at the rate of Rs. 100/- per Equity Share, whichever is higher:

M/s Platinum Square Private Limited 36,000 shares

M/s Mukesh Babu Financial Services Ltd. ' 75,000 shares

5. Creation of Mortgage/ Charge in favour of M/s Mukesh Babu Financial Services Limited to secure 500, 0% Secured Redeemable Non-Convertible Debentures of Rs. 1,00,000 each aggregating to Rs 5 crores to be issued and allotted to them on Private Placement basis.

4. Disclosures

a. The related party transactions as disclosed under Note No 20 to the accounts for the year under review do not conflict with the interest of the Company.

b. There were no instances of non-compliance and no penalties/strictures have been imposed/passed by Stock Exchange, SEBI or any other statutory authority during last three years on any matter related to the capital markets.

c. For the financial year 2014-15, there is no audit qualification in the Company's financial statements.

5. Means of Communication

The quarterly, half-yearly and annual results of the Company are taken on record by the Board of Directors and submitted to the Stock Exchange and are published in leading newspapers. The Company has set up its website www.gaekwarmills.com Results as well as any press releases, issued by the Company from time to time, are displayed on the website.

6. General Shareholder Information

AGM for Financial Year ended 31st March 2015 is convened for 30th September 2015

Dates of Book Closure , 28th September, 2015 to  30th September 2015 (both days inclusive)

Dividend Payment Date No dividend declared

Listing on Stock Exchange The Company's equity shares are listed on the Bombay Stock Exchange  though no trades were recorded during the year.

Stock Code 502850

Demat ISIN Numbers Shares not dematerialized

Market Price Data

No trades have taken place in the Company's shares after 8th September 2010.

Share Transfer System

As the Company has not been granted permission to get its shares dematerialized, all shares continue to be in physical form. Transfer documents can be lodged with the Registrar & Share Transfer Agent, M/s System Support Services, at the address given below. Transfer of shares is normally processed within 15 days from the date of receipt, if the documents are complete in all respects.

Address for Correspondence

System Support Services (Unit: The Gaekwar Mills ltd)  209, Shivai Industrila Estate,  Andheri Kurla Road, Sakinaka,   Andheri(E), Mumbai 400072  Tel: 022-28500835

On behalf of the Board of Directors

Om Dutt Purohit  Directors

Ratan Karanjia: Directors

Registered Office : Office No 15, Ground Floor ,Patil Building, 38 West ,Sion West, Mumbai 400022.Dated: 29th May, 2015