25 Apr 2017 | Livemint.com

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Sudal Industries Ltd.

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Sudal Industries Ltd. Accounting Policy

Corporate Governance Report

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE :

Your company has been practicing the principles of good corporate governance and believes in importance of transparency and accountability in all facets of its operations. It is following sound systems to support healthy business operations and endeavors continuous improvements. Your company has implemented, to the extent possible, the recommendations of the code of corporate governance as per the guide-lines.

The Board of Directors of the company has adopted the code of conduct for its members and senior management covering company's value, principles, behavioral ideals, integrity, ethical conduct whereby interest of the company is taken care.

Whistle Blower Mechanism

The Company has established a mechanism which encourage all employees, officers and directors to report any suspected violation's which is promptly attended to and investigated for immediate action.

2. BOARD OF DIRECTORS :

1. Composition :

The Board of Directors comprises of:­- One Managing Director (Promoter group)

- One Joint Managing Director (Promoter group)

- One Director - Independent - Related

- Two Non-Executive Directors - Independent

2. MEETINGS OF BOARD OF DIRECTORS :

During the year 2013-2014, the Board met Seven times on:

1. 30th May , 2013 2. 14th August , 2013 3. 14th November, 2013  4. 20th December, 2013

5. 22nd January, 2014 6. 14th February, 2014 7. 31st March, 2014

At least one Board Meeting was held during every quarter. The maximum time gap between two Board Meetings was less than four months.

3. BOARD COMMITTEES :

I. AUDIT COMMITTEE

Terms of Reference :

The terms of reference of this Committee cover the matters specified under Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. In brief, these are:

To oversee the Company's financial reporting process and disclosure of its financial information; to recommend the appointment of Statutory Auditors and Internal Auditors; to review and discuss with the Auditors all aspects of internal control systems, the scope of audit including the observations of the Auditors, adequacy of the internal control system, major accounting policies, practices and entries; compliance with Accounting Standards and Listing agreement with the Stock Exchange and other legal and regulatory requirements concerning financial statements; to review the reports of the Company's Internal Auditors and to discuss with them any significant findings for follow-up action thereon; to review the financial statements audited by the Statutory Auditors as also to review financial and risk management policies and practices.

Composition and Attendance of Audit Committee :

During the year the Committee met 4 times on 1) 30th May, 2013; 2) 14th August, 2013;3) 14th November, 2013 4) 14th February, 2014

The necessary quorum was present at the meetings.

- All members of the Audit Committee are financially literate and have relevant finance and /or audit exposure.

- At least One Audit Committee Meeting was held every quarter.

- The CFO acts as the coordinator of the Committee.

The Chairman of the Audit Committee Shri Manoj Shah was present at 34th Annual General Meeting held on 28th September, 2013.

II. REMUNERATION COMMITTEE

Terms of reference :

(1) Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/Staff.

(2) Reviewing the performance of the Managing Director(s) and recommending to the Board the quantum of annual increments and annual commission.

Composition and Attendance of Remuneration Committee :

During the year 2013-2014, the Committee met once on 30th May, 2013.

III. SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE

Terms of Reference :

To specifically look into complaints relating to transfer of shares, non-receipt of annual report, dividend warrants, etc. received from investors, redress them and to improve the efficiency in investors service, wherever possible.

Composition of the committee

The powers of transfer of shares is given to Registered Share Transfer Agent and the same has been retified by the Board.

IV SHARE TRANSFER COMMITTEE

Terms of Reference :

The Company has share transfer committee with the following terms of reference:

A) Transfer/transmission/transposition of shares;

B) Consolidation/splitting of shares

C) Issue of duplicate share certificates, sub division/ consolidation, rematerialized, defaced shares, Review of shares dematerialized and all other related matters.

The powers of transfer of shares is given to Registered Share Transfer Agent and the same has been retified by the Board.

5. COMPLIANCE OFFICER :

With effect from 1st July , 2013 Shri Mukesh Ashar is designated as the Compliance Officer of the Company.

6. DISCLOSURES :

I. RELATED PARTY TRANSACTIONS

The Company has not entered into any transaction of a material nature with the Promoters, Directors or Management, or relatives that may have potential conflict with the interest of the Company at large. Transactions with related parties are disclosed in Note No.39 in the notes to the accounts in the Annual Report.

II. STATUTORY COMPLIANCES PENALTIES, AND STRUCTURES

There have been no instances of non-compliance by the Company on any matters related to the capital market, nor have any penalty/strictures been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities on such matters for last three years.

III. CODE OF CONDUCT

The Company has adopted a Code of Conduct for the Directors and Senior Management Personnel of the Company.

IV. LISTING AGREEMENT COMPLIANCE

The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement as amended till date.

V. RISK MANAGEMENT ASSESSMENT

The Company has since reviewed the risk based control system and evolved a procedure for risk assessment and timely rectification which would help minimisation of risk associated with any strategic, operational, financial and compliance risk across all the business operations. These control procedures and system will ensure that the Board is periodically informed of the material risks faced by the Company and the steps taken by the Company to mitigate those risks.

VI. ALLOTEMENT OF EQUITY SHARES DURING THE YEAR

The company has not allotted any Equity Shares during the year.

VII. BOARD PROCEDURE

The Company has established procedures to enable its Board to review compliance of all laws applicable to the Company as well as steps taken to rectify instances of non- compliance.

7. MEANS OF COMMUNICATION :

The Company has published its Quarterly results in "Free Press Journal" (English) and "Navshakti" (Marathi), as per details given below.

News Papers Date of Board Meeting Date of Publishing

Free Press Journal (E) and Navshakti (M) 30th May, 2013 1st June, 2013

Free Press Journal (E) and Navshakti (M) 14th August, 2013 17th August, 2013

Free Press Journal (E) and Navshakti (M) 14th November, 2013 18th November, 2013

Free Press Journal (E) and Navshakti (M) 14th February, 2014 18th February, 2014

8. LISTING :

The Equity Shares of the Company are listed on BSE Limited, Mumbai

9. DETAILS OF DIRECTOR SEEKING APPOINTMENT :

Pursuant to provisions of Section 152 of the Companies Act, 2013, Shri Sudarshan Chokhani retire by rotation in the forthcoming Annual General Meeting.

Shri Chaitan Maniar, Shri Manoj Shah and Shri Deokinandan Ajitsaria are holding the office of Directors categorized as Independent Directors of the Company. As per the provisions of Section 149(10) of the Companies Act, 2013. Anindependent director shall hold office for a term up to five consecutive years on the Board of the Company and shall not be liable to retire by rotation. Hence, resolutions for appointment of all the three independent directors are placed in the Notice of Annual General Meeting for seeking approval of members.

10 GENERAL SHAREHOLDERS INFORMATION :

Date of Incorporation

8th August, 1979

Corporate Identity Number (CIN)

L21541MH1979PLC021541

Registered Office and Plant

A-5, MIDC, Ambad Industrial Area, Mumbai Nashik Highway, Nashik - 422 010 (Maharashtra) Tel No : 91-253-6636201 / 229 Email : nashik@sudal.co.in

Corporate Office (Address for Correspondence)

26A, Nariman Bhavan, 227 Nariman Point, Mumbai - 400 021 Tel No : 91-22-61577100-119 Email : mumbai@sudal.co.in

Day and Date of the Annual General Meeting

Saturday, 27th September, 2014

Time and Venue of the Annual General Meeting

3.00 p.m. at Hotel Seven Heaven, Mumbai Agra Road, Opp. Mahindra House, Pathardi Phatha, Nasik 422010

Date of Book Closure

From 20th September, 2014 to 27th September, 2014 (both days inclusive)

Financial Year: 2014 - 2015

1st April, 2014 to 31st March, 2015

1st Quarter ending 30th June, 2014 By 14th August , 2014

2nd Quarter ending 30th September, 2014 By 14th November , 2014

3rd Quarter ending 31st December, 2014 By 14th February, 2015

4th Quarter ending 31st March , 2015 By 30th May, 2015.

Listing on Stock Exchange

BSE Limited

25th Floor, P.J. Towers Dalal Street, MUMBAI 400 001

Tel No : 91-22-22721233 / 34 Fax No : 91-22-26598347 / 48

Website : www.bseindia.com  

The Annual Listing fee for 2014-2015 have been duly paid.

BSE Stock Code

506003

International Security Identification Number (ISIN) Code

INE618D01015

Outstanding Optionally Fully Convertible Warrants:

860,000

11. REGISTRAR AND TRANSFER AGENT :

(For physical and Demat) Sharepro Services (India) Private Limited

13 AB, Samitha Warehousing Complex, 2nd Floor, Saki Naka Telephone Exchange Road, Saki Naka, Andheri (East), Mumbai - 400 072

Tel No : 91-22-67720300 / 67720400 Fax No : 91-22-28591568

Email : sharepro@shareproservices.com  

12. SHARE TRANSFER SYSTEM :

Share Transfers in physical form are to be lodged with Sharepro Services (India) Private Limited; Registrar and Transfer Agent(RTA) at the above mentioned address. The transfers are normally processed within 15 days from the date of receipt if the relevant documents are complete in all respect. Authority is given to RTA to approve the transfers.

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant (DP) regarding change of address, change of Bank/Bank Account number, nomination, etc.

13. DEMATERIALISATION OF SHARES :

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 Ltd. (NSDL) as well as the Central Depository Services (India) Ltd. (CDSL) for demat facility.

90.26% of the Company's total paid up capital representing 5,873,713 equity shares were held in dematerialised form as at 31st March , 2014 and the balance 9.74% representing 634,105 equity shares were held in physical form.

Registered Office

A - 5, MIDC, Ambad Industral Area, Mumbai Nashik Highway, Nashik-422 010

For and behalf of the Board of Directors

Sudarshan Chokhani

Managing Director

Place : Mumbai

Date : 30th May, 2014