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Shri Dinesh Mills Ltd.

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Shri Dinesh Mills Ltd. Accounting Policy

CORPORATE GOVERNANCE

The Directors present the Company's Report on Corporate Governance for the financial year 2014 - 2015.

COMPANY'S PHILOSOPHY

The code on Corporate Governance introduced by the Securities and Exchange Board of India (SEBI) has been implemented in terms of the Listing Agreement with the BSE Ltd. from the year 2001-2002.

Corporate Governance refers to a combination of voluntary practices adopted by a Company inter woven with laws, regulations, procedure and disclosures. It is aimed in the long run to maximize employees and shareholders value and fosters long-term partnership between the investors, employees and other stakeholders with the Company.

The Company believes in good Corporate Governance. Given below is the Report of Board of Directors of the Company on the Corporate Governance practices being followed by the Company.

BOARD OF DIRECTORS AND COMMITEES OF DIRECTORS:

(A) BOARD OF DIRECTORS:

(i) Composition: As on 31st March, 2015, the Board of Directors of the Company consisted of 10 members as per the details given hereunder. The members of the Board are from diverse field and having experience in business, finance, techno-commercial and management. The Company has Executive Chairman and the composition of the Board is in conformity with Clause 49 of the Listing Agreement with BSE Ltd. and the provisions of the Companies Act, 2013 and Rules made thereunder.

B) COMMITTEES OF DIRECTORS:

* AUDIT COMMITTEE:

(a) Composition, Name of Members and Chairperson:

The Audit Committee of the Company comprises of three Independent Directors. All the members of the Audit Committee are qualified and having insight to interpret & understand financial statements. The Audit Committee comprises of the following members:

(b) Terms of Reference:

The Audit Committee shall have powers, roles, review of information etc. pursuant to Section 177 of the Companies Act, 2013 read with Rules made thereunder and revised Clause 49 of the Listing Agreement with BSE Ltd. including the amendment(s), if any, as may be made from time to time.

(c) Meetings and Attendance during the year: During the financial year ended 31st March, 2015, four meetings of the Audit Committee were held on 30/05/2014, 14/08/2014, 13/11/2014 and 06/02/2015 and the attendances of the Members are as follows:

M/s. Dhirubhai Shah & Doshi, Statutory Auditors and the Head-Internal Audit of the Company are invited to attend the Audit Committee meetings. The minutes of the meetings of the Audit Committee are also circulated to all the members of the Board.

The Chairman of the Audit Committee remains present at the Annual General Meetings to answer the shareholders queries, if any

(b) Terms of Reference:

The Nomination & Remuneration Committee shall have powers, roles etc. pursuant to Section 178 of the Companies Act, 2013 read with Rules made thereunder and revised Clause 49 of the Listing Agreement with BSE Ltd. including the amendment(s), if any, as may be made from time to time.

d) The Remuneration Policy:

The Nomination & Remuneration Committee had recommended the Remuneration Policy of the Company to the Board of Directors which was adopted by the Board at their meeting held on 6th February, 2015 and the said Policy can be viewed on the Company's website www.dineshmills.com in the "Investors" Section.

Except Independent Directors, all the members of the Board are liable to retire by rotation. The terms of appointment of the Managing Directors are approved by the Board, as per recommendations of the Nomination & Remuneration Committee, considering the provisions of the Companies Act, 2013 read with Rules made there under which is presently based on Schedule V to the Companies Act, 2013 and also considering the Remuneration Policy of the Company, subject to approval of shareholders. The Shareholding of Directors of the Company as on 31st March, 2015 is as follows:

* STAKEHOLDERS RELATIONSHIP COMMITTEE:

(b) Terms of Reference:

The Stakeholders Relationship Committee shall have powers, roles etc. pursuant to Section 178(5) of the Companies Act, 2013 read with Rules made thereunder and revised Clause 49 of the Listing Agreement with BSE Ltd. including the amendment(s), if any, as may be made from time to time.

d) Status of Transfers: During the year ended 31st March, 2015, 13,330 equity shares in physical form were transferred and as on 31st March, 2015, no share transfer was pending.

(e) Complaints: During the year ended 31st March, 2015, the Company had received 2 (two) complaints which were resolved and no compliant was pending for redressal either as at beginning or end of the year.

(C) MEETING OF THE INDEPENDENT DIRECTORS:

As per provisions of the Companies Act, 2013 read with Rules made thereunder and the revised Clause 49 of the Listing Agreement with BSE Ltd., a separate meeting of the Independent Directors was held on 27th March, 2015 to consider the following agenda:

a) Review the performance of Non-Independent Directors and the Board as a whole.

b) Review the performance of the Chairperson of the Company.

c) Asses the efficacy and adequacy of flow of information.

The Independent Directors viz. Shri T. M. Patel, Shri Rakesh Agrawal, Shri A. T. Patel and Shri H. N. Elavia were present in the meeting held on 27th March, 2015 and they considered the above referred agenda.

The performance evaluation of all the Directors including Independent Directors and the Board as a whole which includes the Committees thereof was done on 27th March, 2015 as per the Performance Evaluation Policy approved by the Board in its meeting held on 6th February, 2015 based on the recommendation of the Nomination & Remuneration Committee.

(D) SUBSIDIARY COMPANY:

The Company has one subsidiary company viz. Dinesh Remedies Ltd. (DRL). The Company holds 1,30,98,095 (i.e. 55.52%) equity shares in the share capital of DRL as on 31st March, 2015. DRL is engaged in manufacturing of Empty Hard Gelatin Capsules shells at its factory situated at Village Mahuvad, Taluka Padra, District Vadodara. The requirements relating to subsidiary company pursuant to Clause 49 of the Listing Agreement with BSE Ltd. are complied with during the financial year 2014 - 2015

(F) DISCLOSURES:

a. The Board in its meeting held 6th February, 2015 has adopted the Remuneration Policy, the Policy on Related Party Transactions and Risk Management Policy. These Policies have been placed on the Website of the Company and the same can be viewed at www.dineshmills.com in "Investors" Section.

b. During the year, there were no transactions of material nature with related parties that had potential conflict with the interests of the Company and the transactions entered with Related Parties were in the ordinary course of business and on Arms' length basis. The Policy for determining "material subsidiaries" can be viewed at www.dineshmills.com in "Investors" Section.

c. During preparation of financial statements during the year under review, no accounting treatment which was different from that prescribed in the Accounting Standards was followed.

d. The Company has complied with the requirements of Regulatory Authorities on capital markets and no penalties/strictures have been imposed against it in the last three years.

e. There were no material financial and commercial transactions where senior management of the Company who had personal interest that may have potential conflict with the interest of the Company at large.

f. The Board in its meeting held on 14th August, 2014, has adopted Whistle Blower Policy for Directors and employees which have been placed on the website of the Company and the same can be viewed at www.dineshmills.com in "Investors" Section. No personnel have been denied access to the Audit Committee.

g. The Company has formed the Committee to deal with the complaints, if any regarding sexual harassment of woman employees and no complaint was received by the Committee during the financial year 2014  - 2015.

h. The declaration by the Chairman & Managing Director (CMD) for compliance of Code of Conduct by all Board members and Senior Management personnel of the Company during the year 2014 - 2015 pursuant to Clause 49 (II E) of the Listing Agreement with BSE Ltd. is attached as Annexure - "I".

(G) MEANS OF COMMUNICATION:

The quarterly, half-yearly and yearly financial results of the Company are sent to the BSE Ltd. immediately after the same are approved by the Board and the said results are published in financial and non-financial newspapers and the same are also placed on the website of the Company and same can be viewed at www.dineshmills.com in "Investors" Section.

(H) CODE OF CONDUCT:

The Company has formulated a revised Code of Conduct for Directors and Senior Management Employees of the Company and the same has been adopted by the Board in the meeting held on 6th February 2015. The Code is available on the Company's website and the same can be viewed on www.dineshmills.com  in "Investors" Section.

(I) CMD /CFO CERTIFICATION:

The Certificate duly signed by the Chairman & Managing Director (CMD) and the Chief Financial Officer for the financial year ended 31st March, 2015 pursuant to Clause 49(IX) of the Listing Agreement with BSE Ltd. is attached as Annexure - "II".

(J) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Chairman and Secretary of the Company used to familiarize the Independent Directors of the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, etc. from time to time.

(K) THE NON-MANDATORY REQUIREMENTS:

a. Office of the Chairman of the Board and re-imbursement of expenses by the Company: The Company has Executive Chairman and therefore, the reimbursement of expenses to the Non Executive Chairman is not applicable.

b. Shareholders' Rights: The Company's financial results are published in the newspapers and also posted on its own website. (www.dineshmills.com). However, the Company furnishes the same, if the request is made by the shareholders.

c. Audit Qualification: The Company, at present, does not have any audit qualification pertaining to the financial statements.

d. Separate posts of Chairman and CEO: Shri Bharat Patel is a Chairman & Managing Director of the Company pursuant to Articles of Association of the Company and therefore, no separate posts for Chairman & CEO is required.

e. Reporting of the Internal Auditor: The Internal Auditor reports to the Chairman & Managing Director of the Company. However, Internal Audit Reports are considered by the Audit Committee of the Company on quarterly basis.

(L) SHAREHOLDER INFORMATION:

1. Annual General Meetings:

The 80th Annual General Meeting will be held at 11.00 A.M. on 30th September, 2015, at Registered Office of the Company situated at Padra Road, Vadodara - 390 020.

2. Financial Calendar for the financial year 2015 - 2016:

First quarterly results By 14th August, 2015

Half Yearly results By 14th November, 2015

Dividend payment, if any By 29th October, 2015

Third quarterly results By 14th February, 2016

Fourth quarterly results alongwith Audited

Annual Results for the year 2015-2016 : By 30th May, 2016

Annual General Meeting for the year 2015-16 ; By 30th September, 2016

3. Book Closure Dates:

The period for Book Closure is from 29th August, 2015 to 5th September, 2015 (both days inclusive).

4. Dividend Payment Date:

Dividend, if any will be paid on or before 29th October, 2015.

5. Listing on Stock Exchange & payment of Listing Fees:

The equity shares of the Company is listed on BSE Limited (BSE), P. J. Towers, Dalal Street, Mumbai - 400 001 having Stock Code 503804 and the Company has paid the Annual Listing Fees for the year 2015 - 2016 to BSE Ltd.

6. Annual Custody Fees to Depositories

The Annual Custody Fees for the year 2015 - 2016 to both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) will be paid upon receipt of their Invoices.

7. International Securities Identification Number (ISIN) of the Company

The International Securities Identification Number (ISIN) of the Company's shares in the dematerialized mode, as allotted by NSDL and CDSL is INE204C01024.

9. Registrar & Share Transfer Agent:

The Company has appointed MCS Share Transfer Agent Limited w.e.f. 1st March, 2015, as its Registrar & Share Transfer Agent, in place of MCS Ltd. and the contact details are as under:

MCS SHARE TRANSFER AGENT LIMITED

Administrative Office: 10, Aaram Apartments, 12, Sampatrao Colony, Behind Laxmi Hall, Alkapuri, Vadodara - 390 007 Email: mcsstalbaroda@gmail.com  Phone No.: (0265) 2350490, 2314757. Fax No. (0265) 2341639  Website: www.mcsregistrars.com

10. Investor Grievances:

The Company has designated an exclusive E-mail ID viz. complianceofficer@dineshmills.com to enable the investors to send their grievances, if any.

11. Share Transfer System:

For expeditious transfer of shares, the Company Secretary approves share transfers on fortnight basis and the same is reported to the Board of Directors from time to time.

13. Reconciliation of Share Capital Audit:

As stipulated by SEBI, a qualified Practising Company Secretary carries out an Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the BSE Ltd. and to the Board of Directors from time to time.

14. Dematerialization of Shares and Liquidity:

As per notification issued by SEBI, with effect from 26th June 2000, it has become mandatory to trade in the Company's shares in the electronic form. The Company's shares are available for trading in the depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The shareholding of Promoters Group is 100% in Demat form LTD.

15. Address for correspondence with Depositories are as under:

National Securities Depository Ltd.  Trade World, 4th & 5th Floor,  Kamala Mills Compound,  Senapati Bapat Marg, Lower Parel  Mumbai - 400013 Telephone No.: 022-24994200 Facsimile No: 022-24972993/6351 Email: info@nsdl.co.in Website: info@nsdl.co.in

Central Depository Services (India) Ltd. P. J. Towers, 17th Floor, Dalal Street, Mumbai - 400001  Telephone No.: 022 - 22723333 Facsimile No: 022 - 22723199/2072  Email: investors@cdslindia.com Website: www.cdslindia.com

17. Outstanding GDR/Warrants and Convertible Bonds, Conversion Dates and likely impact on Equity:

As the Company has not issued GDRS/ADRS/Warrants or any convertible instruments, the details relating to outstanding position etc. are not applicable to the Company.

18. Plant Locations are as under:_

Location / Unit Address

Vadodara Unit P. B. No.2501, Padra Road, Vadodara - 390020

Ankleshwar Unit Plot No. 43, 44, Village Bhadkodra, Kapodra Road, Near N.H. No.8 Ankleshwar, District - Bharuch

19. Address for correspondence with the Compliance Officer of the Company: Mr. J. B. Sojitra Astt. Vice President & Company Secretary

SHRI DINESH MILLS LIMITED (CIN - L17110GJ1935PLC000494) P. B. No. 2501, Padra Road, Vadodara - 390 020 Phone: (0265) 2330060/61/62/63/64/65 (6 lines), Fax No.: (0265) 2336195 Emails: complianceofficer@dineshmills.com sojitra@dineshmills.com Website: www.dineshmills.com

20. Auditors Certificate: The Certificate dated 30th May, 2015 issued by M/s. Dhirubhai Shah & Doshi, Statutory Auditors of the Company regarding compliance of the conditions of the Corporate Governance by the Company during the year 2014 - 2015 is attached as Annexure - "E".

For and on behalf of the Board of Directors

BHARAT PATEL

CHAIRMAN & MANAGING DIRECTOR

Date : 30th May, 2015

Place : Vadodara