CORPORATE GOVERNANCE REPORT
Aditya Birla Nuvo Limited is committed to adoption of best governance practices and its adherence in the true spirit, at all times. Our governance practices are a product of self-desire, reflecting the culture of trusteeship that is deeply ingrained in our value system and reflected in our strategic thought process. At a macro level, our governance philosophy rests on five basic tenets, viz., Board accountability to the Company and shareholders, strategic guidance and effective monitoring by the Board, protection of minority interests and rights, equitable treatment of all shareholders as well as superior transparency and timely disclosures.
In line with this philosophy, your Company, a flagship company of the Aditya Birla Group, is governance and disclosure practices. The Company, as a continuous process, strengthens the quality of disclosures, on the Board composition and its functioning, remuneration paid and level of compliance with various Corporate Governance Codes.
Your Company continuously strives to achieve excellence in corporate governance through its values - Integrity, Commitment, Passion, Seamlessness and Speed.
Compliance with Corporate Governance Guidelines
In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the details of compliance for the year ended 31st March, 2015 are as follows:
BOARD OF DIRECTORS
Composition of the Board
As on 31st March, 2015, your Company's Board comprises of 10 (Ten) Directors, which include 5 Independent Directors, 3 Non-Executive Directors (including a Nominee of LIC) and 2 Executive Directors. The composition of your Board is in conformity with the requirements of Clause 49 of the Listing Agreement as well as the Companies Act, 2013 ("the Act"). Your Directors on the Board are experienced, competent and highly renowned persons in their respective fields.
All the Directors are liable to retire by rotation except the Independent Directors whose term of 5 consecutive years was approved by the shareholders of the Company in the Annual General Meeting held on 11th September, 2014.
Non-Executive Directors' Compensation and Disclosure
Sitting fees for attending the meetings of the Board/ Committees and Commission paid to the NonExecutive Directors and the Independent Directors have been recommended by the Nomination and Remuneration Committee of the Board and approved by the Board of Directors. The Commission paid is within the overall limits as approved by the shareholders.
Details of the Sitting fees / Commission paid to such Directors are given separately in this Report.
Board's Functioning and Procedure
The Company's Board of Directors plays a primary
role in ensuring good governance and functioning of the Company. The Board's role, functions, responsibilities and accountabilities are well defined. All relevant information is regularly placed before the Board. The Board reviews compliance reports of all laws as applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliances, if any. The members of the Board have complete freedom to express their opinion and decisions are taken after detailed discussions.
The Board meets at least once every quarter to review the quarterly results and other items on the agenda and additional meetings are held as and when necessary
Your Company's Board plays a pivotal role in ensuring good governance and functioning of your Company. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board.
The Board has unfettered and complete access to any information within your Company. Members of the Board have complete freedom to express their views on agenda items and can discuss any matter at the meeting with the permission of the Chairman. The Board periodically reviews all the relevant information, which is required to be placed before it pursuant to Annexure X to Clause 49 of the Listing Agreement with the stock exchanges and in particular reviews and approves corporate strategies, business plans, annual budgets, projects and capital expenditure, etc. The Board provides direction and exercises appropriate control to ensure that your Company is managed in a manner that fulfils stakeholder's aspirations and societal expectations.
In addition to the quarterly meetings, the Board also meets to address specific needs and business requirements of your Company
Code of Conduct
In compliance with Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for the Board Members and Senior Management Personnel (the "Code"). The Code is applicable to all the Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration by Managing Director affirming the compliance of the Code of Conduct for Board Members and Senior Management is annexed at the end of the Report. The Code is available on the Company's website.
Board training and Induction
A formal letter of appointment together with an induction kit is provided to the Independent Directors at the time of their appointment stating out their roles, functions, duties and responsibilities. The Independent Directors are familiarised with your Company's businesses and its operations. Interactions are held between the Independent Directors and senior management of your Company.
Performance evaluation of Board
A formal evaluation mechanism has been adopted by the Board for evaluating its performance as well as performance of its Committees and the individual directors of the Company. Performance of all directors of the Company has been carried out by way of structured evaluation process and after seeking inputs from all the Directors. Criteria for evaluation included attendance at the meetings, contribution at the meetings, preparedness for meetings, effective decisions making ability, etc.
Independent Directors meeting
In accordance with the provisions of Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a meeting of the Independent Directors of your Company was held on 10th February, 2015 without the presence of the Non-Independent Directors and the members of the management. The Independent Directors discussed the matters interalia including, the performance/functioning of the Company, flow of information to the Board & Board Committees, etc.
Prevention of Insider Trading
In terms of the provisions of the Securities and Exchange Board of India (Prevention of Insider Trading) Regulation, 1992 your Company has adopted the Code of Conduct for Dealing in Listed Securities of Group Companies ("the Code"). The Code aims at preserving and preventing misuse of unpublished price sensitive information. All the Directors and Designated Employees of your Company have been covered under the Code. The said Code also provides for periodical disclosures from Directors and Designated Employees of your Company.
COMMITTEES OF BOARD
Your Board has constituted the Committees with specific terms of reference as per the requirements of Clause 49 and the Act. There are 6 such Committees of the Board as elaborated under and the said Committees meet at such frequency as is required to discharge the functions assigned to them.
1) AUDIT COMMITTEE
Qualified Independent Audit Committee
The Company has an Audit Committee at the Board level with powers and role that are in accordance with Clause 49 of the Listing Agreement and the Act.
Composition of Audit Committee, its meetings and attendance at meetings during the year and sitting fees paid
The Audit Committee of the Board comprises four Independent Directors. As such, all the members of the Company's Audit Committee are Independent Directors and are financially literate. The composition of the Audit Committee meets the requirements of Section 177 of the Act and Clause 49 of the Listing Agreement.
During the year, the Audit Committee met 7 times to deliberate on various matters. The meetings were held on 21 st April 2014, 20th May 2014, 26th June 2014, 12th August 2014, 12th November 2014, 9th January 2015 and 10th February 2015.
Mr. Lalit Naik - Managing Director
Mr. Sushil Agarwal - Whole time Director & Chief Financial Officer
The Statutory and Internal Auditors of your Company attend the Audit Committee meetings.
The representatives of the Cost Auditors are invited to attend the Audit Committee meetings whenever matters relating to Cost Audit are considered.
The Company Secretary acts as the Secretary to the Committee.
The Committee acts as a link between the management, the statutory and internal auditors and the Board of Directors and oversees the financial reporting process.
The Audit Committee monitors and supervises your Company's financial reporting process with a view to provide accurate, timely and proper disclosure and maintain the integrity and quality of financial reporting.
The Audit Committee also reviews from time to time, the audit and internal control procedures, the accounting policies of your Company, oversight of your Company's financial reporting process so as to ensure that the financial statements are correct, sufficient and credible.
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the company with related parties.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors of any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Audit Committee reviews the following information
1. Management Discussion and Analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the Statutory Auditors, if any;
4. Internal audit reports and discussion with the Internal Auditors on any significant findings and follow-up thereon;
5. The appointment, removal and terms of remuneration of the Internal Auditor.
During the year, the Audit Committee has reviewed the internal controls put in place to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of your Company. The Committee has also reviewed the procedures laid down by your Company for assessing and managing the risks.
2) NOMINATION AND REMUNERATION COMMITTEE (formerly known as ESOS Compensation Committee)
Composition, meetings, attendance during the year and sitting fees paid
In terms of the provisions of Section 178 of the Act, your Company has renamed its existing ESOS Compensation Committee as the
Nomination and Remuneration Committee. The Committee comprises of 2 (two) Independent Directors and 1 (one) Non executive Director. Ms. Tarjani Vakil, an Independent Director, is the Chairperson of the Committee.
During the year, the Committee met thrice to deliberate on various matters. The meetings were held on 26th June 2014, 12th November 2014 and 10th February 2015 respectively.
Terms of reference of the Nomination and Remuneration Committee
The Nomination Committee is authorised to:
- set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate directors and Senior Managers of the quality required to run the Company successfully;
- set the relationship of remuneration to performance;
- check whether the remuneration provided to directors and Senior Managers includes a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
- formulate appropriate policies , institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed in senior management and recommend to the same to the Board;
- review and implement succession and development plans for Managing Director Executive Directors and Senior Managers;
- devise a policy on Board diversity;
- formulate the criteria for determining qualifications, positive attributes and independence of directors
Employee Stock Options Scheme - 2006 ("ESOS-2006")
During the year, 5,430 Stock Options were vested in the eligible employees, subject to the provisions of the Employee Stock Options Scheme - 2006, statutory provisions including Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as may be applicable from time to time and the rules and procedures set out by your Company in this regard. Further, the Committee allotted 52,221 equity shares of Rs. 10 each of your Company to Option Grantee pursuant to the exercise of Stock Options under the ESOS -2006.
Employee Stock Options Scheme - 2013 ("ESOS-2013")
During the year, the Committee granted 35,060 Stock Options and 12,630 Restricted Stock Units to eligible employees of your Company subject to the provisions of the Company's Employee Stock Option Scheme ("Scheme -2013"). 12,559 Stock Options have vested in the option grantees in terms of the provisions of the Scheme 2013.
Your Company has adopted Executive Remuneration Philosophy/Policy and follows the same.
3) RISK MANAGEMENT COMMITTEE
In terms of the provisions of the Listing Agreement, your Company has constituted the Risk Management Committee. The Risk Management Committee is mandated to review the risk management process of your Company.
The objectives and scope of the Risk Management Committee broadly include:
• Identification of risk relating to business;
• Assessment and classification of risk associated with the business;
• Mitigation plans to minimize risk;
• Monitoring various risk
The Management Discussion and Analysis Report sets out the risks identified and the mitigation plans thereof.
The Risk Management Committee comprises of three Independent Director, two Executive Directors and three Business Executives.
During the year, the Risk Management Committee met twice to deliberate on various matters. The meetings were held on 2nd December, 2014 and 12th December, 2014.
Stakeholder Relationship Committee
Composition, meeting, attendance and sitting fees paid during the year:
In terms of the provisions of Section 178 of the Act and the Listing Agreement, your Company has renamed its existing Share Transfer and Shareholder / Investor Grievance Committee as Stakeholder Relationship Committee.
The Stakeholder Relationship Committee comprises of three Independent Director and two Executive Directors
The Company Secretary acts as Secretary to the Committee and is the Compliance Officer of the Company and also responsible for redressal of investor complaints.
Your Company's shares are compulsorily traded in the dematerialised form. To expedite transfers in the physical segment, necessary authority has been delegated by your Board to Director(s) and Officers of your Company to approve transfers / transmissions of shares / debentures. Details of share transfers / transmissions approved by the Directors and Officers are placed before the Board.
The Committee looks into:
- issues relating to share / debenture holders including transfer/transmission of shares/ debentures;
- issue of duplicate share/debenture certificates;
- non-receipt of dividend;
- non receipt of annual report;
- non-receipt of share certificate after transfers;
- delay in transfer of shares;
- any other complaints of shareholders.
Number of shareholders' complaint received so far / number not solved to the satisfaction of shareholders / number of pending complaints
Details of complaints received, number of shares transferred during the year, time taken for effecting these transfers and the number of share transfers pending are furnished in the
"Shareholder Information" section of this Annual Report.
Details of non-compliance by the Company, penalties and strictures imposed on the Company by stock exchanges or SEBI or any other statutory authority, on any matter relating to capital markets, during the year
There has been no instance of non-compliance by the Company on any matter related to capital markets during the year under review and hence no strictures /penalties have been imposed on the Company by the stock exchanges or the Securities and Exchange Board of India (SEBI) or any statutory authority.
5) Corporate Social Responsibility Committee Composition, meeting, attendance and sitting fees paid during the year:
In terms of the provisions of Section 135 of the Act and the Listing Agreement, your Company has constituted the Corporate Social Responsibility Committee at the Board level.
The Corporate Social Responsibility Committee comprises of one Independent Director, one Non Executive Director and one Executive Director. Dr. Pragnya Ram, Group Executive President, Corporate Communication & CSR is a permanent invitee.
During the year the Corporate Social Responsibility Committee met twice. The meetings were held on 17th June 2014 and 17th February 2015.
Mrs. Rajashree Birla chaired the meetings of the Committee. The Company Secretary acts as Secretary to the Committee.
The Committee recommends to the Board the activities to be undertaken during the year and amount to be spent on these activities.
During the year, your Company has carried out various activities as part of its CSR initiative. The focus areas have been health care, education, sustainable livelihood, infrastructure and social reform.
6) Finance Committee
Your Company has "Finance Committee" comprising of Ms. Tarjani Vakil, Mr. P. Murari,
Mr. S.C. Bhargava, Mr. Lalit Naik and Mr. Sushil Agarwal as members.
Ms. Tarjani Vakil chaired the meeting of the Committee. The Committee looks into the fund and non fund based limits for the business of the Company, authorised officers to undertake all types of foreign currency contracts for hedging its foreign currency liabilities/ transactions, authorised person to open/ operate/close any bank accounts, approve the grant and execution of Power of Attorneys to the employees of the Company, etc.
During the year under review, the Committee met once to deliberate on various matters referred above. The meeting was held on 15th January 2015. in respect of meeting of Finance Committee are
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism under which a Committee has been appointed comprising of Directors and Senior Managers of the Company for attending the complaints received from the employees and to report concerns about the unethical behaviour, actual or suspected fraud and violation of the Code of Conduct or Ethics Policy by the Directors and the employees of the Company.
The policy is in line with the Company's Code of Conduct, Vision and Values and forms part of good Corporate Governance and is available to all the employees on the Aditya Birla Group intranet.
The Audit Committee reviews the consolidated financial statements of the Company and investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company.
RELATED PARTY TRANSACTIONS
During the financial year, your Company has entered into related party transactions which were on arm's length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act. All related party transactions have been approved by the Audit Committee of your Company.
Particulars of related party transactions are listed out in Note 42 of the Accounts.
The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Company's website viz. www.adityabirlanuvo.com
Disclosure of Accounting treatment
Your Company has followed all relevant Accounting Standards while preparing the financial statements.
- The Management Discussion and Analysis forms part of the Annual Report and are in accordance with the requirements laid out in Clause 49 of the Listing Agreement.
- No material transaction has been entered into by the Company with the Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have a potential conflict with interests of the Company.
- Your Company has instituted a comprehensive Code of Conduct in compliance with the SEBI regulations on prevention of insider trading.
Proceeds from Public Issues, Right Issues, Preferential Issues etc.:
The Company follows the practice of disclosing to the Audit Committee, the uses/applications of proceeds/funds raised, if any, from public issues, private placement of non- convertible debentures, preferential issue etc., as part of quarterly review of financial results.
Remuneration of Directors:
Based on the recommendation of the Nomination Committee, all decisions relating to the remuneration of the Directors are taken by the Board of Directors of your Company in accordance with the shareholder's approval, wherever necessary.
During the financial year 2014-15, the Board has revised the Sitting fees for attending the Board and Committee meetings from Rs 20,000 per meeting of the Board or Committee thereof to Rs. 50,000 per meeting of the Board; Rs. 25,000 per meeting of the Audit Committee and Rs. 20,000 per meeting for the other Committee of the Board. The Company also pays commission to the Non-Executive Directors of the Company.
For the Financial year 2014-15, considering the financial performance of the Company, the Board has decided to pay commission of Rs. 4.50 Crore (Previous Year: Rs. 4.50 Crore) to the Non-Executive Directors of the Company, which is within the limit of 1% of the net profits of the Company, and pursuant to the authority given by the Shareholders at the Annual General Meeting of the Company held on 11 th September 2014. The amount of commission payable to the Non-Executive Directors is determined after assigning weightage to attendance, type and significance of meeting and preparations required, time spent, etc. Based on the performance evaluation of the Director and the remuneration policy, the amount of commission payable has been fixed by the Board. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings
CEO/ CFO Certification:
The Managing Director and the Chief Financial Officer of your Company have issued necessary certificate pursuant to the provisions of Clause 49 of the Listing Agreement and the same is attached and forms part of the Annual Report.
REPORT ON CORPORATE GOVERNANCE
The Corporate Governance Report forms part of the Annual Report. Your Company complies with the provisions of Clause 49 of the Listing Agreement with the stock exchanges.
Certificate from the Statutory Auditors confirming compliance with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchanges forms part of the Annual Report.
Details of new Directors and Directors seeking re-appointment:
The Company has provided the details of new
Directors and Directors seeking re-appointment in the Notice of the Annual General Meeting.
Quarterly Presentations on the Company results are available on the website of your Company www.adityabirlanuvo.com <http://www.adityabirlanuvo.com> / and the Aditya Birla Group website (www.adityabirla.com). The Company also sends results / press - release by email (wherever available) to shareholders immediately after the announcement of results. The hard and soft copies are also sent to the concerned Stock Exchanges simultaneously so as to enable them to put the results and press-release on their notice board/ website.
Annual General Meeting
Date and Time Venue : 15th September, 2015 at 11:30 a.m. :
Registered Office: Club Auditorium at Indian Rayon Compound Veraval - 362 266 Gujarat, India
2. Financial Calendar for Reporting
Financial reporting for the quarter ending June 30, 2015 August, 2015
Financial reporting for the half year ending September 30, 2015 : November, 2015
Financial reporting for the quarter ending December 31, 2015 : February, 2016
Financial reporting for the year ending March 31, 2016 : May, 2016
Annual General Meeting for the year ended March 31, 2016 : August / September, 2016
Dates of Book Closure : 4th September, 2015 to 15th September, 2015 (both days inclusive)
3. 4. Dividend Payment Date : On or after18th September, 2015
5. Registered Office & Investor Service Centre
Indian Rayon Compound, Veraval - 362 266, Gujarat, India. Phone: (02876) 245711/248629 Fax: (02876) 243220 Email: email@example.com Web: www.adityabirlanuvo.com CIN:L17199GJ1956PLC0011007
6. (a) Listing Details:
Equity Shares 1. BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
Non-Convertible Debentures : BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
Global Depository Receipts (GDRs) : Luxembourg Stock Exchange Societe de la Bourse de Luxembourg
Equity Shares 2. National Stock Exchange of India Ltd (NSE) Exchange Plaza, Plot No. C-1, G- Block, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051
Non-Convertible Debentures : -
Global Depository Receipts (GDRs
Postal Address: B.P. 165 L-2011 Luxembourg.
Mailing Address: 35A, Boulevard Joseph II, L-1840, Luxembourg.
Note: Listing Fees for the year 2015-16 has been paid to the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Listing fee for the GDRs has been paid to Luxembourg Stock Exchange (LSE) for the calendar year 2015.
(b) Overseas Depository for GDRs
Citibank N.A.,Depository Receipts 388 Greenwich Street,New York, NY - 10013, USA
(c) Domestic Custodian of GDRs ICICI Bank Limited
Securities Market Services F7/E7 1st Floor, Empire Complex 414, Senapati Bapat Marg, Lower Parel, Mumbai -400 013 Phone: (+91-22) 66672000 Fax: (+91-22) 66672779/40
(d) Debt Securities The Wholesale Debt Market (WDM) segment of BSE.
(e) Debenture Trustees: IDBI Trusteeship Services Limited (for 29th, 30th and
31st series Debentures) Asian building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai 400001 Tel: +91 22 40807000 Fax: +91 22 40807080 Email: firstname.lastname@example.org
7. Stock Code:
Bombay Stock Exchange 500303
ABRL.BO ABNL IB
National Stock Exchange ABIRLANUVO
ABRL.NS NABNL IN
Global Depository Receipts (GDRs) IRYN.LU IRIG LX
ISIN No. of Equity Shares INE069A01017
ISIN No. of GDRs US0070271137
11. Registrar and Transfer Agents
(For share transfers and other communication relating to share certificates, dividend and change of address etc.)
: In-house Share Transfer Registered with SEBI as Category II-Share Transfer Agent (Registration No. INR 000001815)
Investor Service Centre:
Indian Rayon Compound, Veraval - 362 266, Gujarat, India Phone: (02876) 245711, 248629 Fax: (02876) 243220 E-mail: email@example.com
12. Share Transfer System
: Share Transfer in physical form is registered normally within 15 days from the date of receipt, provided that the documents are complete in all respects. The Investor Service Centre of the Company attends all transfer requests for shares held in physical form.
16. Dematerialisation of Shares and Liquidity
: 98.07% of outstanding equity shares have been dematerialised as on 31 st March, 2015. Trading in shares of your Company is permitted only in the dematerialised form
17. Details on use of public funds obtained in the last three years
: No public funds have been obtained in last 3 years.
18. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date and likely impact on Equity
Outstanding GDRs as on 31 st March, 2015 are 3,168,459 amounting to 2.43% of outstanding paid-up Equity capital of the Company. Each GDR represents one underlying Equity share. There are no outstanding ADRs / Warrants or any convertible instruments as on 31 st March, 2015.
19. Plant Locations:
Madura Fashion & Lifestyle Plot No. 5B, Regent Gateway Doddanakundi Village KIADB Industrial Area ITPL Road Bangalore - 560 048. Phone: (080) 67271600 Fax: (080) 67272444 Website: www.madurafnl.com
Jaya Shree Textiles P.O. Prabhas Nagar, Rishra - 712 249 Dist. Hooghly, West Bengal. Phone: (033) 26001200 Fax: (033) 26721683/26722626 Website: www.jayashree-abnl.com www.linenclub.com
Indian Rayon Veraval - 362 266 Gujarat. Phone: (02876) 245711/248401 Fax: (02876) 243220 E-mail: firstname.lastname@example.org
Fertiliser Division: Indo Gulf Fertilisers P.O. Jagdishpur Industrial Area Dist. Amethi - 227 817 Uttar Pradesh, India. Phone: (05361) 270032-38 Fax: (05361) 270165 and 270595 E-mail: email@example.com Website: www.birlashaktiman.in
Aditya Birla Insulators, Halol P.O. Meghasar Taluka, Halol Dist. Panchmahal, Gujarat - 389 330. Phone: (02676) 221002 Fax: (02676) 223375 E-mail: firstname.lastname@example.org www.adityabirlainsulators.com
Aditya Birla Insulators, Rishra P.O. Prabhas Nagar, Rishra Dist. Hoogly - 712 249, West Bengal. Phone: (033) 26723535 Fax: (033) 26722705 E-mail: email@example.com Website: www.adityabirlainsulators.com
20. Other useful information for the shareholders:
1. Non-Resident Shareholders:
Non-resident members are requested to immediately notify the following to the Company in respect of shares held in physical form and to their DPs in respect of shares held in dematerialized form:
• Indian address for sending all communications, if not provided earlier;
• Email ID and Phone No. (s), if any.
• Change in their residential status on return to India for permanent settlement;
• Particulars of the Bank Account maintained with a bank in India, if not furnished earlier; (Please send a photocopy of cancelled cheque leaf)
• RBI permission with date to facilitate prompt credit of dividend in their Bank Accounts.
2. Shareholders holding shares in physical form are requested to notify to the Company, change in their Address/Pin Code number with proof of address and Bank Account details promptly by written request. Beneficial Owners of shares in demat form are requested to send their instructions regarding change of name, bank details, nomination, power of attorney, etc., directly to their DP.
3. To prevent fraudulent encashment of dividend warrants, members are requested to provide their Bank Account details (if not provided earlier) to the Company (if shares are held in physical form) or to DP (if shares are held in demat form) as the case may be, for printing of the same on their dividend warrants.
4. In case of loss/misplacement of shares, investors should immediately lodge FIR/ Complaint with the Police and inform to the Company along with original or certified copy of the FIR/Acknowledged copy of Police complaint.
5. In accordance with the provisions of Section 56(1) of the Companies Act, 2013, shares are required to be lodged with a period of 60 days from the date of execution of instrument of transfer. For expeditious transfer of shares in physical form, shareholders should fill in completeand correct particulars in the transfer deed. Wherever applicable, registration number of Power of Attorney should also be quoted in the transfer deed at the appropriate place.
6. Shareholders of the Company who have multiple accounts in identical name(s) or holding more than one Share Certificate in the same name under different Ledger Folio(s) in physical form are requested to apply for consolidation of such Folio(s) and sent the relevant Share Certificates to the Company.
7. Section 72 of the Companies Act, 2013, extends nominate on facility to individuals holding shares in physical form in companies. Shareholders, in particular, those holding shares in single name, may avail the above facility by furnishing the particulars of their nominations in the prescribed Nomination Form, which can be downloaded from the website of the Company or obtained from the Investor Service Centre of the Company by sending written request through any mode including e-mail on firstname.lastname@example.org
8. Shareholders are requested to visit the Company’s website www.adityabirlanuvo.com for
• Information on investor services offered by the Company.
• Downloading of various forms/formats, viz., Nomination form, ECS Mandate form, Indemnity, Affidavits, etc.
• Registering your e-mail ID with the Company to receive Notice of General Meetings, Audited Financial Statement, Directors’ Report, Auditors’ Report, etc., henceforth electronically.
9. NECS Facility:
In terms of a notification issued by the Reserve Bank of India, with effect from 1st October, 2009, remittance of Dividend through ECS is replaced by National Electronic Clearing Service (NECS). Banks have been instructed to move to the NECS platform. The advantages of NECS over ECS include faster credit of remittance to the beneficiary’s account, coverage of more bank branches and ease of operations. NECS essentially operates on the new and unique bank account number, allotted by bank post-implementation of Core Banking System of inward instructions and efficiency in handling bulk transactions.
To enable remittance of dividend through NECS, Members are requested to provide their new account number allotted to them by their respective banks after implementation of Core Banking Solution.
The account number must be provided to the Company in respect of shares held in physical form and to the depository participants in respect of shares held in electronic form.
10. Correspondence with the Company:
Shareholders/Beneficial Owners are requested to quote their Folio No./DP and Client ID Nos., as the case may be, in all correspondence with the Company. All correspondence regarding shares of the Company should be addressed to the Investor Service Centre of the Company at its Registered Office at Indian Rayon Compound, Veraval-362 266, Gujarat. The Company has also designated an exclusive e-mail ID email@example.com for effective investor’s services where they can register their complaints/queries to facilitate speedy and prompt redressal. 11. Unclaimed Shares in Physical Form Clause 5A(II) of the Listing Agreement provides the manner of dealing with the shares issued in physical form pursuant to a public issue or any other issue and which remains unclaimed with the Company. Incompliance with the provisions of the said Clause, the Company had sent three reminders under Registered Post to the Shareholders whose share certificates were returned undelivered and are lying unclaimed so far.
During the year, the Company has transferred the unclaimed shares into one folio in the name of “Aditya Birla Nuvo Limited- Unclaimed Share Suspense Account” and thereafter these shares are subsequently dematerialised on 19th Feb, 2015. Upon transfer and dematerialization to the suspense account, the voting rights on such shares shall remain frozen till the rightful owner of such shares claims the shares. In case your shares are lyingun claimed with the Company, you are requested to write to the Company to know the procedure for claiming the same As per Clause 5A(II) of the Listing Agreement, a report in respect of the Equity Shares issued in physical form pursuant to a public issue or any other issue and lying in the ABNL- Unclaimed Suspense Account as on 31st March , 2015 is as Under
21. Investor Correspondence:
Other than Secretarial Matters Chief Financial Officer Aditya Birla Nuvo Limited Corporate Finance Division A-4, Aditya Birla Centre, 4th Floor, S.K. Ahire Marg, Worli, Mumbai 400 030 Phone: (022) 6652 5000/2499 5000 Fax: (022) 6652 5821/2499 5821 E-mail: firstname.lastname@example.org; email@example.com
On Secretarial and Investor Company Secretary Grievances Matters Aditya Birla Nuvo Limited
Investor Service Centre Indian Rayon Compound Veraval - 362 266, Gujarat, IndiaPhone: (02876)245711/248629/248495 Fax: (02876)243220 E-mail: firstname.lastname@example.org
A-4, Aditya Birla Centre S.K. Ahire Marg, Worli, Mumbai - 400 030 Phone: (022) 6652 5000 Fax: (022) 6652 5821/2499 5821 E-mail: email@example.com