CORPORATE GOVERNANCE PHILOSOPHY
The Company firmly believes in and has proactively adopted the best policies of corporate governance to ensure transparency, professionalism and accountability in its dealing with shareholders, customers, creditors,

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)

 
Audited Financial Results for the year ended 31st March 2007
Audited Financial Results for the year ended 31st March 2008
Unaudited Financial Results for the period ended 30th June 2008
Unaudited Financial Results for the period ended 30th Sep 2008
Unaudited Financial Results for the period ended 31st Dec 2008
Audited Financial Result for the Year ended 31st March'2009
Audited Financial Result for the Quarter/Year ended 31st March' 2010
Annual Result 2006-07
Annual Report 2007-08
Annual Report 2008-09
 
 



address:
Abhinav Capital Services Ltd.
?Athena House?, Row House No.4,
Rajnigandha, Gokuldham,
Goregaon (E.), Mumbai-400063.

phones:
Tel :+91-22-28425907
Fax :+91-22-28426526