| employees and every
person who enters into contact with the Company.
The Company believes in monitoring its performance
regularly and with utmost transparency so as to enable the optimum utilization
of its resources.
The Company has a professional Board, which provides
strong oversight and strategic counsel to the operational management. Abhinav
has established systems and procedures to ensure that it remains fully complied
with all mandated regulations and achieve business excellence to enhance
stakeholder value.
Board of Directors
The Company has a Non-executive Chairman and Number of
Non Executive Directors is more than 50% of the Total Number of Directors
None of the Directors on the Board of Directors on
the Board is a member of more than 10 committees or chairman of more than 5
committees as specified in clause 49 of the Listing Agreement. Necessary
disclosures regarding Committee positions have been made by the Directors
The
strength of the Board of Director is Four Directors. The Board Comprised of non
executive Chairman, executive Director & Two other non-executive/
independent Directors.
Name
of the Director |
Executive
/ Non Executive / Independent |
No.
Of Outsider Directorship |
No.
Of outside Committee position held |
|
|
Public |
Private |
Member |
Chairman |
Mr.
Girish Desai |
Independent
/Non Executive |
- |
- |
- |
- |
Mr.
Amar K. Jain |
Independent |
1 |
2 |
- |
- |
Mr.
Avinash Mainkar |
Independent/Non
Executive |
- |
- |
- |
- |
Mr.
Kamlesh Kotak |
Exclusive/
Non Independent |
- |
- |
- |
- |
Mr.
Chetan Karia |
Non-exclusive/
Non Independent |
- |
- |
- |
- |
The senior management has made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the Company which could have potential conflict of interest with the Company at large.
The Board met 4 times during the year i.e. 30th June, 2007, 31st July, 2007, 30th October, 2007, 30th January, 2008.
The following table gives the attendance record of the Directors at the Board as well as Annual General Meeting.
| DIRECTORS |
No.
of Board Meetings held |
No.
of Meeting attended |
Attendance
at the A.G.M |
Mr.
Chetan Karia |
04 |
04 |
Yes |
Mr.
Girish Desai |
04 |
02 |
Yes |
Mr.
Kamlesh Kotak |
04 |
04 |
N.A |
Mr.
Amar K Jain |
04 |
02 |
Yes |
Notes
- None of the Directors are related to
any other director.
- None of the Directors holds Directorship
in more than 15 public limited Companies
nor is a member of more than Ten Committees
across all Companies in which he is a
Director.
Share – Holding of Non-Executive Director
Non-executive Directors are not holding any shares in the company.
Committees
of the Board
The Committees of the Board is Constituted, as the Code becomes applicable to the Company. The role and the responsibilities of each of the Committee are well defined. The Board has constitutes the following Committees.
Audit Committee:
The Audit Committee was Constituted with Three independent Non Executive Director of which 2 are Non Executive Directors
| 1 Mr. A.K. Jain |
Chairman |
Independent Non Executive
Director |
| 2 Mr.Kamlesh Kotak |
Member |
Executive Director |
| 3 Mr. Girish Desai |
Member |
Independent Non Executive
Director |
Meeting
and attendance during the year
During the year under report four meetings of the Committee were held and all the directors were present in all the meeting.
During the year under report, the Audit Committee reviewed the quarterly and annual financial results before the Board took the same on record. The Committee also reviewed internal audit report and internal control systems and procedures and recommended desired improvements to the Board to strengthen the same. As a measure of good corporate governance, representatives of statutory Auditors were regularly invited to the meeting of the audit Committee and made significant contribution to the deliberations at the Committee meetings.
| DIRECTORS |
No of Committee Meetings held |
No of Meeting attended |
Mr.
Girish Desai |
04 |
04 |
Mr.
Kamlesh Kotak |
04 |
04 |
Mr.
Amar K Jain |
04 |
04 |
The chairman and statutory Auditors are regularly invited to attend the Audit Committee meetings.
INVESTOR
GREVIANCE & SHARE TRANSFER COMMITTEE
The composition of the Committee is as under
| 1. Mr.Chetan Karia |
Chairman |
Non Independent Non
Executive Director |
| 2 Mr. A.K. Jain |
Member |
Independent Non Executive
Director |
| 3 Mr. Girish Desai |
Member |
Independent Non Executive
Director |
During
the year under report the Committee met
two times.
Mr. Chetan Karia act as a Compliance officer
and has been regularly interacting with
the Share Transfer Agents to ensure that
the complaints of the investors are attended
to without undue delay and where deemed
expedient the complaints are referred to
the Committee or discussed at the meetings.
The Company has received one complaint during the year & same has been sorted out within 21 days.
Remunerations
Committee
The composition of the Committee is as under
| 1. Mr.Chetan Karia |
Chairman |
Non Independent Non
Executive Director |
| 2 Mr. A.K. Jain |
Member |
Independent Non Executive
Director |
| 3 Mr. Girish Desai |
Member |
Independent Non Executive
Director |
The Committee Met Once in a year as the Company has paid any remuneration to Directors during the year 2007-08 as follows.
DISCLOSURES:
During the year no material transactions with the Directors or the management. Their subsidiaries or relatives etc have taken place which has potential conflict with the interest of the Company
MEANS OF COMMUNICATION
The Company has published quarterly, half yearly as well as annual results in Free Press Journal (English Daily News Paper) and Navshakti (Marathi Daily News Paper).
Un-audited quarterly results of 30th June 2007, 30th September 2007, 31st December 2007 was published on 3rd August 2007, 3rd November 2007 & 2nd February 2008 Respectively & Audited Annual financial results as on 31st March 2008 were published on 1st July 2008.
OTHER DISCLOSURE
RECOMMENDED BY THE COMMITTEE
Detail of General
Meetings
| Year |
Type |
Location |
Date |
Time |
2007 |
A.G.M |
Athena House, Row House No. 4, Rajnigandha, Gokuldham,
Goregaon (East), Mumbai –63 |
29th August, 2007 |
11.00A.M |
2006 |
A.G.M |
Athena House, Row House No. 4, Rajnigandha, Gokuldham,
Goregaon (East), Mumbai –63 |
29th July,2006 |
10.00A.M |
2005 |
A.G.M |
Athena House, Row House No. 4, Rajnigandha, Gokuldham,
Goregaon (East), Mumbai –63 |
130th June, 2005 |
10.00A.M |
2004 |
A.G.M |
14-B, Khatau Building,
A. D. Mody Marg,
Fort, Mumbai
400 023 |
26th Sept, 2004 |
3.00P.M |
Listing
Details:
The Shares of the Company are listed at
Bombay Stock Exchange, MP and Ahmedabad
Stock Exchange.
BSE Scrip
Code: 532057 ISIN No. : INE516F01016
Monthly High & Low prices Quoted on
BSE after listing.
| Month |
High |
Low |
| April 2007 |
48.00 |
46.15 |
| May 2007 |
47.50 |
47.50 |
| June 2007 |
48.00 |
48.00 |
| July 2007 |
48.00 |
47.10 |
| August 2007 |
55.10 |
48.85 |
| September 2007 |
66.30 |
55.10 |
| October 2007 |
74.50 |
61.70 |
| November 2007 |
74.50 |
61.70 |
| December 2007 |
120.80 |
86.00 |
| January 2008 |
162.15 |
120.75 |
| February 2008 |
149.65 |
118.75 |
| March 2008 |
116.40 |
103.75 |
Distribution Schedules as on 31.03.2008
No.
of Equity Shares |
Share
Holders |
No.
of Shares |
|
Number |
%
of Holders |
Number |
%
of Shares |
Upto
500 |
162 |
79.41 |
29423 |
0.42 |
501-1000 |
4 |
1.96 |
3246 |
0.05 |
1001-2000 |
8 |
3.92 |
12300 |
0.18 |
2001-3000 |
5 |
2.45 |
12017 |
0.17 |
3001-4000 |
1 |
0.49 |
3300 |
0.05 |
4001-5000 |
1 |
0.49 |
4200 |
0.07 |
5001-10000 |
1 |
0.49 |
6800 |
0.09 |
10001-999999 |
22 |
1078 |
6853314 |
98.97 |
TOTAL |
204 |
100.00 |
6924600 |
100 |
Categories
of Shareholders as on 31.03.2008
Category |
%
of Shareholding |
No.
of Shares |
Promoters |
74.36 |
5148900 |
Individuals |
25.64 |
1691321 |
Domestic
Companies |
0 |
84379 |
FI's,
Mutual Funds & Bank |
-- |
-- |
FLLs,
OCBs & NRI |
-- |
-- |
TOTAL |
100.00 |
6924600 |
The Company
has not received any Notice or complaint
from the statutory authorities. The Company
is regular in complying with various compliances
under the various statutory authorities.
Name
and Address of the Share Transfer Agents
of the Company / Correspondence Address
:
Adroit
Corporate Services Private Limited
19, Jaferbhoy Industrial Estate,
Makwana Road, Marol Naka,
Andheri (East), Mumbai 400 059.
Tel No. : 2859 4060 / 2850 3748
Fax No. : 56924438
Book
Closure Dates:
From 23/08/2008 to 25/08/2008 (both days
inclusive)
|