adinath textiles ltd Management discussions

INDUSTRIES STRUCTURE & DEV ELOPMENT

The Company’s two Units namely Steel Division at Patna and Polymer Division at Ghaziabad were catering to meet the demand of the Jelly Filled Telephone Cable Industries. (JFTC). Due to complete change in Technology the Companies producing JFTC in India have become sick and not in operation. Due to such reason this Company also became sick and assets of all units at Patna and at Ghaziabad were taken over and sold by ARGIL on behalf of the Company’s Secured Creditors under SARFAESI Act, 2002. At present there is no operation of the Company.

B. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The object of the "Corporate Governance’’ & its compliance as required under clause 49 of the Listing Agreement is towards the achievement of high level of transparency & accountability to protect the interest of the Shareholders. With this object the company has constituted Audit Committee. Nomination & Remuneration Committee, Stakeholders relationship Committee etc. to fulfill such objectives.

As required under SEBI rules, trading of the Company’s share have been made compulsory for dematerialization from 26^th February 2001 with an option to the shareholders to hold the same in physical form also. Further, in compliance with the directions of the SEBI for appointment of common agent in, respect of share transfer & other related matters, both in physical & demat form, the company has appointed M/s. MCS Ltd., Kolkata as its Share Transfer Agent with all authorities to serve the Shareholders/Investors to their satisfaction and to comply with the other requirements under SEBI Rules. Listing Agreement and other related Acts and Rules there under.

C. COMPOSITION OF BOARD OF DIRECTORS AS AT 31.03.2016

No. of shares held (Equity)
1. Sri S. K. Modi, Managing Director/Promoter	310550
2. Sri V. K. Singhania, Executive Director/Promoter .	549982
3. Sri A.K. Kundu, Independent & non-executive Director/Non Promotor	Nil
4. Sri A.K.Choudhury, Non-executive & Independent Director/Non Promotor	Nil
5. Smt. Apama Das,.Non-executive Director	Nil

D. Attendance of the Directors in the Meeting held during the year 2015-16

Name of the Director	No.of Meeting Held	No. of Meeting attended	Attendance in last AGM on 31.12.15	No.of Directors in other Public Co.	No.of outside Committee Chairman/Member
Sri S.K.Modi	Four	Four	Not attended	Nil	Nil
Sri A.K.Chatteijee	Four	One	Not attended	10	Nil (Since expired on 4th August’ 15)
Sri V.K.Singhania	Four	Two	Attended	Nil	Nil
Sri A.K.Kundu	Four	Four	Not attended	Nil	Nil
Sri A.K.Choudhury	Four	Four	Attended	Nil	Nil
Smt. Apama Das	Four	Three	Not Attended	10	Nil

E. Number of Meeting of the Board of Directors during the year 2015-16

Four Board Meetings were held during the Financial Year 2015-16 i.e. on 19^th May 2015, 21^s August 2015, 18^th November 2015 & 22^nd March 2016.

F AUDIT COMMITTEE

Constitution of audit committee as at 31^st March 2016.

1. Description ot 1 erm & Reterence	- 1 he Board ot Directors at their meeting held on 28.09.2001 has delegated the Audit Committee those powers and responsibilities as are provided under section 292 (A) of the Companies Act 1956.
2. Composition of Audit Committee as at Sri A. K. Choudhury, Chairman	- Independent & Non-Executive Director having considerable experience and expertise in the field of Finance and Accounts.
Sri S. K. Modi, Member	- Executive Director (Managing Director)
Sri V. K. Singhania, Member	- Executive Director
Sri A. K. Kundu, Member	- Independent & Non-Executive Director
Smt. Apama Das, Member	- Non-Executive Director.

3. No. of Meeting of Audit Committee held during the year 2015-16 - 1 (One) - 18^th November 2015.

4. Attendance at the Audit Committee during the year 2015-16.

Sri S. K. Modi	- One
Sri V. K. Singhania	- One
Sri A. K. Kundu	- One
Sri A. K. Choudhury	- One
Sri R. N. Dutta	- Secretary of the Company is the Secretary of the Audit Committee

G RE-CONSTITUTION OF REMUNERATION COMMITTEE

In pursuance to the provision of the Company Act, 2013 your Board of Directors at their meeting held on 23^rd December 2014 has renamed Remuneration Committee as Nomination and Remuneration Committee consisting of Fate A. K. Chatterjee, Mr. A. K. Kundu and Mr. A. K. Choudhury. All are nonexecutive and Independent directors. Remuneration Committee was held on 30^th July 2015 when Mr. A. K. Chatterjee and Mr. A. K. Kundu were present. A. K. Chatterjee expired on 4^th August 2015.

H REMUNERATION PAID TO EXECUTE & NON-EXECUTIVE DIRECTOR DURING THE YEAR 2015-16.

A) For Executive Director in Lac)

Name	Salary	Perquisities & Others	Commission	Tota
Sri S.K.Modi Managing Director	5.36	2.64 .	0.00	8.00
Sri V. K. Singhania	2.38	0.00	0.00	2.38

B) For Non-Executive Directors/Independent Director - Nil

Till March 2015 the Non-Executive Directors were paid only sitting fees @Rs 7,500/- per attendance for attending Board Meeting, Audit Committee Meeting and Remuneration Committee Meeting. Sri V. K. Singhania. Executive Director and In-charge of the Units at Patna was paid sitting fees (a Rs 2,000/- for attending Board Meeting and Audit Committee Meeting. No sitting fees was paid to Sri

S. K. Modi, the Managing Director of the Company. However with effect from June 2015 the Directors have voluntarily foregone their fees for attending any meeting of the Company.

Name	Board Meeting Rs )	Audit Committee Rs )	AU
Sri A.K.Chatterjee	7,500	0	7,500
Sri A.K.Choudhury	7,500	0	7,500
Sri A. K. Kundu	7,500	0	7,500
	22,500	0	22,500

I. CONSTITUTION OF SHAREHOLDERS/INVESTORS GRIVANCES COMMITTEE

In compliance with provision of the Listing Agreement the Board of Directors has constituted Share holders/lnvestors Grievances Committee at their meeting held on 30^,h October 2002. In compliance with the provisions of the new Companies Act 2013 the Directors at their meeting held on 23^rd December 2014 renamed the said Committee as "Stakeholder Relationship Committee".

J. Number of Shareholders’ complaints received & solved to the satisfaction of the shareholders

i) During the financial year ended 31^s1 March 2016 request/complaint letter were received from the shareholders :- Nil

ii) Number of pending share transfers as :- on 31.03.2016 there were no pending request/ketters involving transfer of shares.

iii) Compliance Officer :- Sri R. N. Dutta, Secretary of the Company is the Compliance Officer under listing agreement.

K. GENERAL BODY MEETING

i) Last three Annual General Meetings were held as under ; .

For Financial Year ended 31.03.2015	Date of the Annual General Meeting 31.12.2015	Time 11.00AM	Location Urmila Bhawan, Mahal la Kuiji (Balupar), Sadakat Ashram, Patna-800016
31.03.2014	24.11.2014 No. of Special Resolution: Nil	10.30AM	- do -
31.03.2013	30.12.2013	10.30AM	- do -
	No. of Special Resolution: One

ii) No Special Resolution was required to be put through Postal Ballot last year and there is no proposal for this financial vear also.