01 May 2017 | Livemint.com

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Apollo Tyres Ltd.

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Apollo Tyres Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Apollo Tyres' governance framework enjoins the highest standards of ethical and responsible conduct of business to create value for all stakeholders. It continues to focus on good corporate governance, in line with emerging local and global standards. It understands and respects its fiduciary role in the corporate world. Besides adhering to the prescribed corporate governance practices as per Regulation 4 (2) read with Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company voluntarily governs itself as per highest standards of ethical and responsible conduct of business in all facets of its operations and in all interactions with its stakeholders, including shareholders, employees, consumers, lenders and the community at large.

The majority of the provisions of the Companies Act, 2013 became effective from April 1, 2014. The prime focus of Companies Act, 2013 is on shareholders' democracy, higher transparency and more disclosures, E-Governance, investor protection /minority shareholders and on Professionals' enhanced role & accountability. The current annual report of your Company contains all the information and disclosures which are required to be given under Companies Act, 2013/Listing Regulations.

This report, along with the report on Management Discussion and Analysis and additional shareholders information provides the details of implementation of the corporate governance code by your Company as contained in the Listing Regulations:

1. CORPORATE GOVERNANCE PHILOSOPHY

At Apollo Tyres Ltd ("the Company"), corporate governance brings direction and control to the affairs of the Company in a fashion that ensures optimum return for stakeholders. Corporate governance is the broad framework which defines the way the Company functions and interacts with its environment. It is in compliance with laws and regulations in each of the markets the Company operates, leading to effective management of the organisation. Moreover, Apollo in its journey towards sustainability is integrating sustainability practices in its corporate governance system which goes beyond compliance.

The Company is guided by a key set of values for all its internal and external interactions.

Simultaneously, in keeping with the best practices, your Company seeks to execute the practices of corporate governance by maintaining strong business fundamentals and by delivering high performance through relentless focus on the following:

(a) Transparency by classifying and explaining the Company's policies and actions to those towards whom it has responsibilities, including its employees. This implies the maximum possible disclosures without hampering the interests of the Company and those of its shareholders. The Company believes in promotion of ethical values and setting up exemplary standards of ethical behaviour in our conduct towards our business partners, colleagues, shareholders and general public;

(b) Accountability is a key pillar, where there cannot be a compromise in any aspect of accountability and full responsibility, even as the management pursues profitable growth for the Company;

(c) Professionalism ensures that management teams at all levels are qualified for their positions, have a clear understanding of their roles and are capable of exercising their own judgment, keeping in view the Company's interests, without being subject to undue influence from any external or internal pressures;

(d) Trusteeship brings into focus the fiduciary role of the management to align and direct the actions of the organisation towards creating wealth and shareholder value in the Company's quest to establish a global network, while abiding with global norms and cultures;

(e) As part of Corporate Responsibility, the Company believes in working towards sustainable development - environmental and social. Though the journey on sustainability is recent, it is already a key pillar in its next five year growth journey;

(f) Safeguarding integrity ensures independent verification and truthful presentation of the Company's financial position. For this purpose, the Company has also constituted an Audit Committee which pays particular attention to the financial management process;

(g) Continuous focus on training and development of employees and workers to achieve the overall corporate objectives while ensuring employee integration across national boundaries.

Your Company is open, accessible and consistent with its communication. Apollo Tyres shares a long term perspective and firmly believes that good corporate governance practices underscore its drive towards competitive strength and sustained performance. Thus, overall corporate governance norms have been institutionalised as an enabling and facilitating business process at the board, management and at all operational levels.

2. BOARD OF DIRECTORS (SUPERVISORY BOARD)

At Apollo, we believe that an active, well-informed and independent board is necessary to ensure highest standards of Corporate Governance. The Board of Directors (i.e. Supervisory Board) of Apollo Tyres, being at the core of its Corporate Governance practice, plays the most pivotal role in overseeing how the management serves and protects the long -term interests of all our stakeholders.

Apollo's Board consists of an optimal combination of Executive Directors and Independent Directors, representing a judicious mix of professionalism, knowledge and experience. The Directors bring in expertise in the fields of human resource development, strategy, management, legal, finance and economics, among others. The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure.

(a) Composition of Board: The size and composition of the Board as on March 31, 2016 meet the requirements of Regulation 17 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company's Board of Directors consist of 14 Executive and Non Executive Directors, including leading professionals in their respective fields. The following is the percentage of Executive and Non Executive Directors of the Company:

None of the Directors of your Company is a member of more than 10 committees or is the Chairman of more than five committees across all the companies in which he is a Director.

Mrs Pallavi Shroff and Mr Akshay Chudasama, Managing Partners of M/s. Shardul Amarchand Mangaldas & Co., carrying out practice of solicitors and advocates on record, to whom the Company has paid fee of Rs. 6.41 million for FY16 for professional advice rendered by the firm in which they are interested. The Board has determined that such payment in the context of overall expenditure by the Company, is not significant and does not affect their independence.

As required under Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors was held  on November 19, 2015. The Independent Directors at the meeting, inter alia, reviewed the following:-

Performance of non independent Directors and board as a whole;

Performance of the Chairman of the Company, taking into account the views of executive Directors and non-executive Directors;

Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

(b) Performance evaluation of Independent

Directors: The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

(c) Board Functioning & Procedure: Apollo Tyres' Board is committed to ensure good governance through a style of functioning that is self-governing. The members of the Board always have complete liberty to express their opinion and decisions are taken on the basis of consensus arrived at after detailed discussions. They are also free to bring up any matter for discussion at the Board Meetings.

Apollo Tyres' Board meets at least once in every quarter to discuss and review the quarterly results and other items of agenda, including the information required to be placed before the Board, as required under Regulation 17 (7) read with Part A, Schedule II of the Listing Regulations and additional meetings are held as and when required. The meeting dates are usually finalized well before the beginning of the year. The Chairman/Vice Chairman of the Board and the Company Secretary discuss the items to be included in the agenda and the detailed agenda, management reports and other explanatory statements are circulated well in advance of the meeting. Senior Management officials are called to provide additional inputs on the matters being discussed by the Board/Committee. Overseas operating subsidiaries are represented through their CEO's who make detailed presentations about working of their respective companies.

The Board has an effective post meeting follow up procedure. Items arising out of previous Board Meeting and their follow up action report is placed at the immediately succeeding meeting for information of the Board.

(d) Relationship amongst Directors: Mr Neeraj

Kanwar, Vice Chairman & Managing Director is the son of Mr Onkar S. Kanwar, Chairman & Managing Director. None of the other Directors are related to each other.

(e) Profile of the Chairman & Managing Director:

As the Chairman of Apollo Tyres Ltd, Mr Onkar S. Kanwar is the chief architect of the company's vision and value-driven business strategy. Under his able leadership Apollo became a professionally managed and a globally recognised  tyre manufacturer. As a visionary entrepreneur, he plays a critical role in the articulation of company's business philosophy.

Modernisation, excellence and quality are his guiding principles. Registered in 1976, Apollo Tyres under his guidance transformed itself from an Indian manufacturer of commercial vehicle tyres, to a global entity with a full-fledged product portfolio, spanning 3 continents. Mr Onkar S. Kanwar is highly regarded for his constant emphasis on bettering the lives of people - be it employees, customers, business partners, shareholders or any other stakeholder - and responsiveness to change and continuous learning.

He is the Past President of the Federation of Indian Chambers of Commerce and Industry (FICCI) and a former Chairman of the Automotive Tyre Manufacturers' Association. Currently, apart from being a member of the Trade Advisory Committee to the Government of India, he is also a Member of the Board of Governors for the Indian Institute of Management (Kozhikode) and the Indian Institute of Information Technology  Design & Manufacturing (IIITDM).

Mr Onkar S. Kanwar has a keen interest in the field of education and health care. Artemis Health Sciences, promoted by him, is an enterprise focusing on state-of-the-art medical care and runs a cutting edge multi-specialty medical facility which focuses on holistic treatment. An initiative close to his heart is Apollo Tyres' HIV-AIDS awareness and prevention programme for the commercial vehicle driver community, implemented through Apollo Tyres Foundation's Health Care Centres located in large transhipment hubs across India.

A Science and Administration graduate from the University of California, Mr Onkar S. Kanwar is a widely travelled individual. He devotes a large part of his time to reading and is passionate about learning modern management practices and their successful application in business.

He has been conferred with 'Ernst S Young Entrepreneur of the Year award - Manufacturing' for the year 2012.

(f) Profile of the Vice-Chairman & Managing Director: As the Vice Chairman S Managing Director of Apollo Tyres Ltd, Mr Neeraj Kanwar plays a pivotal role in Apollo's journey towards becoming one of the most admired automotive tyre brands. Mr Neeraj Kanwar has pioneered key initiatives in enhancing the competitiveness of the company's operations and products across the board. He is responsible for crafting Apollo's growth story - taking the company from US$450 million to US$2 billion within a 5 year time span. Under his able leadership Apollo acquired Dunlop Tyres International in South Africa and Zimbabwe in 2006, Vredestein Banden B V in the Netherlands in 2009, and currently a Greenfield facility in Hungary is being set-up - thereby transforming itself into a multi-geography company with operations across geographies.

Mr Neeraj Kanwar began his career with Apollo Tyres as Manager, Product S Strategic Planning, where he played a crucial role in creating a bridge between the two key functions of manufacturing and marketing. In 1998, he joined the Board of Directors and was promoted to Chief, Manufacturing and Strategic Planning. His people management skills helped him bring overarching changes in industrial relations, upgradation of technology and benchmarking on product and efficiency parameters.

In 2002, he took over as the Chief Operating Officer of the organisation, wherein he introduced value-driven process improvements in human resources and information technology. Mr Neeraj Kanwar was appointed Joint Managing Director in 2006 and elevated to Vice Chairman in 2008, and soon after to Managing Director in 2009 for his initiatives in establishing the company in the global arena.

As a business leader, Mr Neeraj Kanwar is associated with leading industry associations and was recently the Chairman of the Automotive Tyre Manufacturer's Association, India.

Mr Neeraj Kanwar is a people-centric leader and believes in empowering employees to enable them to undertake effective and efficient decisions at all times. Within Apollo, he is known for his affable management style, and combine work with liberal doses of fun.

An engineering graduate from Lehigh University in Pennsylvania, USA, Mr Neeraj Kanwar is an avid sportsperson. He prefers to spend his leisure time with his family or playing tennis, swimming and travelling.

(g) No. & Dates of Board Meetings held: During the FY16, 7 (seven) Board Meetings were held on April 2, 2015, May 12, 2015, August 11, 2015, October 30, 2015, November 16, 2015, February 9, 2016 and March 16, 2016. The gap between any two meetings never exceeded 120 days as per the requirements of Regulation 17 (2) of the Listing Regulations.

(h) Statutory Compliance of Laws: The Board periodically reviews the compliance report of the laws applicable to the Company as well as steps taken by the Company to rectify the instances of non-compliance, if any.

MANAGEMENT BOARD

To ensure expedient and effective focus on important issues, the Company has constituted a Management Board with a primary aim to maintaining strong business fundamentals and delivering high performance through relentless focus on the affairs of the Company across all its geographies

The said Management Board consists of 15 members comprising of the Company's senior management team. The objective of the Management Board is to (i) policy making process for key functions undertaken at corporate level; (ii) sharing S promoting implementation of process improvements and best practices and (iii) analysing certain key operational matters/strategic projects, to enhance stakeholders' value.

The Management Board generally meets once in every quarter to perform its functions.

AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Management's financial reporting process with a view to ensuring accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditors and the independent auditor, and notes the processes and safeguards employed by each. All possible measures are taken by the Committee to ensure the objectivity and independence of the independent auditor.

(a) Composition & Terms of Reference of Committee

The Board of Directors constituted an Audit Committee in the year 1992. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The present Audit Committee comprises of following three Directors viz. Dr S Narayan, Mr Akshay Chudasama and Mr Robert Steinmetz, with the Independent Directors forming the majority. Dr S. Narayan, Independent Director acts as the Chairman of the Committee. All the members are financially literate and possess the requisite financial/business acumen to specifically look into the internal controls and audit procedures. Members have discussions with the Statutory Auditors during the meetings of the committee and the quarterly/ half - yearly and annual audited financials of the Company are reviewed by the Audit Committee before consideration and approval by the Board of Directors. The Committee also reviews Internal Control Systems and IT systems.

As per Regulation 18 (3) read with Part C of Schedule II of the Listing Regulations and Section 177 of the Companies Act, 2013, the Audit Committee has been entrusted with the following responsibilities:-

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;

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the board for approval;

Reviewing 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;

Reviewing changes, if any, in accounting policies and practices and reasons for the same;

Reviewing major accounting entries involving estimates based on the exercise of judgment by management;

Reviewing significant adjustments made in the financial statements arising out of audit findings;

Reviewing compliance with listing and other legal requirements relating to financial statements;

Reviewing disclosure of any related party transactions;

Reviewing qualifications in the draft audit report;

Reviewing with the management, the quarterly financial statements before submission to the board for approval;

Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, right 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the Company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

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;

Discussion with internal auditors of any significant findings and follow up there on;

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;

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;

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;

Review of the functioning of Whistle Blower Mechanism;

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;

Review of Management Discussion and Analysis of financial condition and results of operations;

Review Statement of significant related party transactions submitted by Management;

Review of Management Letters/Letters of internal control weaknesses issued by the statutory auditors;

Review of Internal Audit Reports relating to internal control weaknesses and the appointment, removal and terms of remuneration of the chief internal auditor;

Review of statement of deviations, if any:-

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32 (1)

b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of regulation 32 (7).

(b) Meetings of Audit Committee and attendance of members during the year

During the FY16, 4 (four) Audit Committee meetings were held on May 11, 2015, August 10, 2015, October 29,  2015 and February 8, 2016.

In addition to the members of the Audit Committee, these meetings were attended by Vice Chairman & Managing Director, Chief Financial Officer, President (APMEA), President (EA), Group Head (Corporate Accounts), Internal Auditor, Cost Auditor and Statutory Auditor of the Company, wherever necessary, and those executives of the Company who were considered necessary for providing inputs to the Committee.

The Company Secretary acts as Secretary of the Committee.

The Chairman of the Audit Committee, Dr S.Narayan, was present at the Annual General Meeting of the Company held on August 11, 2015.

Role of Internal Auditor

Apollo Tyres has a robust Internal Control framework, which has been instituted considering the nature, size and risk in the business. The framework comprises, inter alia, of a well-defined  organisation structure, roles and responsibilities, documented policies and procedures etc. Information Technology policies and processes were also updated to ensure that they satisfy the current business needs. This is complemented by a management information and monitoring system, which ensures compliance to internal processes, as well as with applicable laws and regulations. The operating management is not only responsible for revenue and profitability, but also for maintaining financial disciple and hygiene.

In order to ensure efficient Internal Control systems, the Company also has a well established independent in-house Internal Audit function that is responsible for providing, assurance on compliance with operating systems, internal policies and legal requirements, as well as, suggesting improvements to systems and processes. The Internal Audit has a well laid down internal audit methodology, with emphasis on risk based internal audits using data analytics and tools.

The Internal Audit prepares a rolling annual internal audit plan, comprising of operational, financial, compliance and information systems audits, covering all the locations, operations and geographies of the Company. The audit plan for the year is reviewed and approved by the Audit Committee at the beginning of each financial year.

The Internal Audit reports on quarterly basis to the Audit Committee, the key internal audit findings, and action plan agreed with the management, the status of audits vis-à-vis the approved annual audit plan and status of open audit issues.

(d) Subsidiary Companies

The Company does not have any material non-listed Indian subsidiary Company.

The Audit Committee of the Company reviews the financial statements, in particular the investments made by all unlisted overseas subsidiary companies. Significant issues pertaining to subsidiary companies are also discussed at Audit Committee meetings. A summarised statement of important matters reflecting all significant transactions and arrangements entered into by the subsidiary companies, included in the minutes of the above overseas subsidiary companies are placed before the Board of Directors of the Company and are duly noted by them. The performance of all its subsidiaries is also reviewed by the Board periodically.

5. NOMINATION AND REMUNERATION COMMITTEE

(a) Constitution and Composition of Committee

The Board of Directors had constituted a Remuneration Committee in the year 2003. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The present Nomination and Remuneration Committee comprises of four members which includes three Non-Executive Independent Directors viz. Dr S Narayan, Mr Nimesh N.Kampani, Mr Akshay Chudasama and the Chairman S Managing Director Mr Onkar S. Kanwar. Dr S Narayan is the Chairman of the Committee.

The Nomination and Remuneration Committee has devised a policy on Board diversity in terms with the requirement under Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company Secretary acts as the Secretary of the Committee.

(b) Brief description of the Terms of Reference

The Nomination and Remuneration Committee has been entrusted with the responsibilities to review and grant annual increments, vary and/or modify the terms and conditions of appointment/ re-appointment including remuneration and perquisites, commission etc. payable to Managing Directors within the overall ceiling of remuneration as approved by the members.

The Committee in its meeting held on May 15, 2014, noted the following terms of reference pursuant to Section 178 of the Companies Act, 2013 S Regulation 19 (4) read with Part

D Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Formerly Clause 49 of the Listing Agreement) :-

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, key managerial personnel and other employees.

Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

Devising a policy on diversity of Board of Directors.

Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

To see that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

To see that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

To see that remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination Committee shall lay down the evaluation criteria for performance evaluation of Independent Directors.

Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

(c) Policy for appointment and remuneration

In terms of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. The relevant extract of the aforesaid policy are given as below:

1. CRITERIA FOR APPOINTMENT OF DIRECTOR AND SENIOR MANAGEMENT

The Committee shall consider the following factors for identifying the persons who are qualified to becoming Director and who can be appointed in senior management:

1.1 The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director or at Senior Management level and recommend to the Board his / her appointment.

1.2 A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

1.3 An independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

1.4 The Company may appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years subject to the approval of shareholders by passing a special resolution. The explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person.

1.5 The Company should ensure that the person so appointed as Director/Independent Director/ Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made there under, or any other enactment for the time being in force.

1.6 The Director/Independent Director / Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made there under, or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other enactment for the time being in force.

1.7 Independent Director shall meet all criteria specified in Section 149(6) of the Companies Act, 2013 and rules made there under and/or as specified in Regulation 16 (b) S 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The term "Senior Management" means the personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate(s).

CRITERIA FOR DETERMINING POSITIVE ATTRIBUTES & INDEPENDENCE OF DIRECTORS

Criteria for determining positive attributes:

The Committee shall consider the following factor for determining positive attributes of directors (including independent directors):

2.1 Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.

2.2 Actively update their knowledge and skills with the latest developments in the Tyre/Automobile industry, market conditions and applicable legal provisions.

2.3 Willingness to devote sufficient time and attention to the Company's business and discharge their responsibilities.

2.4 To assist in bringing independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.

2.5 Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.

2.6 To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

Criteria for determining Independence:

The Independent Director shall qualify the criteria of independence mentioned in Section 149(6) of the Companies Act, 2013 and rules related thereto and in Regulation 16 (b) S 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES

On the appointment or re-appointment of Managing Director, Whole-time Director and KMP, the Committee will recommend to the Board for their approval, the remuneration to be paid to them. The remuneration to be paid to the Senior Management Personnel and other employees shall be as per HR policy of the Company.

The annual increment of remuneration for Managing Director/Whole-time Directors shall be made on the basis of the resolution approved by the shareholders. The annual increment in salary of KMP (other than Managing Director/Whole-time Directors), Senior Management Personnel and other employees shall be made as per HR policy of the Company.

The level and composition of remuneration as determined by the Committee shall be reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully.

The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals:

3.1 General:

3.1.1 Nomination and Remuneration Committee shall recommend to the Board for its approval, the remuneration, including the commission based on the net profits of the Company for the Non-Executive Directors and Whole-time Director and other Executive Directors. The remuneration shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

3.2 Remuneration to Whole-time / Executive / Managing Director

3.2.1 Fixed pay:

The Whole-time Director shall be eligible for remuneration as may be approved by the Shareholders of the Company on the recommendation of the Committee and the Board of Directors. The break-up of the pay scale, performance bonus and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and shall be within the overall remuneration approved by the shareholders and Central Government, wherever required.

3.2.2 Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of the Companies Act, 2013.

3.2.3 Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

3.3 Remuneration to Non- Executive / Independent Director:

3.3.1 Sitting Fees:

The Non- Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed

Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. The quantum of sitting fees will be determined as per the recommendation of Nomination and Remuneration Committee and approved by the Board of Directors of the Company. Further, the boarding and lodging expenses shall be reimbursed to the Directors.

3.3.2 Commission:

The profit-linked Commission shall be paid within the monetary limit approved by the Board/Shareholders of the Company subject to the same not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Act.

3.3.3 Stock Options:

Pursuant to the provisions of the Act, an Independent Director shall not be entitled to any stock option of the Company. Only such employees of the Company and its subsidiaries as approved by the Nomination and Remuneration Committee will be granted ESOPs.

3.4 Remuneration to KMP, Senior Management

Personnel and Other Employees

The KMP, Senior Management Personnel and other employees of the Company shall be paid monthly remuneration as per the Company's HR policies and / or as may be approved by the Committee. The break-up of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be as per the Company's HR policies.

The annual variable pay of managers is linked to the performance of the Company in general and their individual performance for the relevant year measured against Company's objectives fixed in the beginning of the year.

This Remuneration Policy shall apply to all future/ continuing employment/engagement(s) with the Company. In other respects, the Remuneration Policy shall be of guidance for the Board.

The amount of total commission paid in FY16 to non executive directors was the same as paid in the FY15. The percentage increase in the remuneration by way of commission to non executive directors is negative due to distribution of commission amongst 13 Directors in FY16 as compared to 10 Directors in FY15.

4) The number of permanent employees on the rolls of Company were 12,853 as on March 31, 2016.

5) The explanation on the relationship between average increase in remuneration and Company's performance.

The net profit growth during FY16 was 32% whereas the average remuneration of employees grew by 8% over the previous fiscal. This was based on the recommendation as per HR Policy.

6) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company :

The net profit growth during FY16 was 32% (from Rs. 6450 Million in FY15 to Rs. 8525 Million in FY16) whereas the remuneration of the Key Managerial Personnel grew by 21% over the previous fiscal year (from Rs. 753.14 Million in FY15 to Rs. 912.80 Million in FY16).

7) a) Variations in the market capitalization of the Company: The market capitalization of the Company as on March 31, 2016 was Rs. 89028 million (Rs. 85643 million as on March 31, 2015).

Market capitalization increased by 3.95% on March 31, 2016 in comparison to March 31, 2015.

b) Price earnings ratio: Price earnings ratio of the Company was 10.44 as on March 31, 2016 and was 13.25 as at March 31, 2015

c) Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: The Company had come out with initial public offer (IPO) in 1975. An amount of Rs. 1,000/- invested in the said

IPO would be worth Rs. 1,74,900/- as on March 31, 2016 indicating a growth of 17,490 %. This is excluding the dividend accrued thereon from time to time.

8) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:-

Average percentage increase made in the salaries of employees other than the managerial personnel in FY16 was 8% whereas the managerial remuneration for the same financial year increased by 20%. The increase in managerial remuneration attributed due to increase in payment of commission linked to net profits of the Company which increased by 32% for FY16.

9) Comparison of the remuneration of each Key Managerial Personnel against the performance of the Company :

The percentage increase in the remuneration, during FY16 over the previous financial year, was as follows: Mr Onkar S. Kanwar - 28%, Mr Neeraj Kanwar -29%. The net profit growth during FY16 was 32%.  Comparison of the remuneration of Mr Gaurav Kumar, Chief Financial Officer and Mrs Seema Thapar, Company Secretary against the performance of the Company is not applicable as they were appointed as  KMP during FY16.

10) Key parameters for any variable component of remuneration availed by the Directors is Profit linked commission

11) There is no employee in the Company who is getting remuneration exceeding to highest paid Director during FY16.

12) Remueration paid to the Directors is in accordance with the remuneration policy of the Company.

6. Stakeholders Relationship Committee

Stakeholders Relationship Committee looks after the share transfer work besides redressal of shareholder complaints.

The Board of Directors of the Company has with a view to expediting the process of share transfers delegated the power of share transfer up to 10,000 shares to Company Secretary who attend to share transfer formalities as and when required. The share transfer requests for shares beyond the aforesaid limits are processed by the Committee itself.

(a) Constitution and Composition of the Committee

The present Stakeholders Relationship Committee comprises of following five Directors viz. Dr. S.Narayan, Mr Onkar S.Kanwar, Mr Neeraj Kanwar, Mr Sunam Sarkar and Mrs Pallavi Shroff. Dr S.Narayan, Independent Director acts as the Chairman of the Committee.

Pursuant to Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs Seema Thapar, Company Secretary acts as the Compliance Officer and Secretary to the Committee

(b) Terms of reference

This Committee has been formed with a view to undertake the following: -

Approval of transfer/transmission of shares/debentures issued by the Company, issue of duplicate certificates and certificates after split/consolidation/ replacement.

¦ Looking into the redressal of shareholders' and investors' complaints and other areas of investor services.

(d) No. of shareholders' complaints received

During FY16, the Company received 34 complaints. As on date, no complaints are pending other than those, which are under litigation, disputes or court orders. All other complaints were attended and resolved to the satisfaction of the shareholders.

7. Corporate Social Responsibility (CSR) Committee

a) A brief outline of the Company's CSR Policy

The Company is committed to incorporating policies, systems and approaches to achieve its positive impact growth objectives. Deeply inherent in our vision statement are the principles of sustainability. The CSR approach stems from our vision statement focusing on "continuously enhancing stakeholder value", which includes the larger society and environment in which the Company operates. The CSR philosophy of the Company rests on the principle of sustainability and self reliance. It also embeds a dimension  of philanthropy. At the core of Apollo's responsibility belief is stakeholder engagement. Consequently, all the projects the Company has link to its stakeholders, the issues they face and the issues organization has identified to support on philanthropy front.

b) Composition of CSR Committee

The Board of Directors had constituted a Corporate Social Responsibility Committee in the year 2014. The present Corporate Social Responsibility Committee comprises of following four Directors viz Mr Onkar S. Kanwar, Dr S.Narayan, Mr Sunam Sarkar and General Bikram Singh (Retd.). Mr Onkar S. Kanwar acts as the Chairman of the Committee. Pursuant to Section 178 of the Companies Act, 2013, the Corporate Social Responsibility Committee was reconstituted, by inducting General Bikram Singh (Retd.), Director, as a member of the Committee, on August 11, 2015.

10. DISCLOSURES

(a) Related Party Transactions

In Compliance with Section 188 of the Companies Act, 2013, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and rules as applicable, the Company has framed a Policy on Related Party Transactions including policy on materiality of related party transactions. The policy is to  regulate transactions between the Company and its related parties based on the laws and regulations applicable to the Company. The policy has become effective from October 1, 2014.

During the year, no transaction of material nature has been entered into by the Company with its Promoters, the Directors or the Management, their subsidiary or relatives etc. that may have a potential conflict with the interests of the Company. The Register of Contracts containing transactions, in which Directors are interested, is placed before the board regularly. Related Parties transactions with them as required under Accounting Standard (AS-18) are furnished under Notes on Accounts attached with the financial statements for the year ended March 31, 2016.

(b) Disclosure of accounting treatment

There has not been any change in accounting policies of the Company during the year.

(c) Risk Management

The Company's activities expose it to a variety of risks including market risk, sales risk, raw material risk, regulatory risk, product liability and liquidity risk etc. The Company's overall risk management seeks to minimise potential adverse effects on its performance.

A Risk Management Steering Committee of the Company has been formed headed by President (APMEA) as Chairman of the Committee and represented by the functional heads as Chief Risk officers. The Committee embraces the identification, assessment, mitigation, monitoring and reporting of material risks faced by the Company.

The Risk Management Steering Committee meets quarterly and discusses the updated profiles of major risks in each functional area together with possible mitigation controls and action plans. The objective is to assist the Board to maintain high standards of business conduct and to protect the Company's assets, achieve sustainable business growth and ensure compliances with applicable legal and regulatory requirements.

The Company has made its Risk Charter and Risk Register etc. on the basis of comprehensive study undertaken by an independent consultancy firm to frame a risk management policy/internal control frame work. The Board/Audit Committee periodically reviews the risks and opportunities and plans to mitigate the same.

d) Compliance by the Com

The Company has materially complied with the requirements of the SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI or any other statutory authorities relating to the above. The Company has developed an integrated compliance dashboard which provides reasonable assurance to the Management and the Board of Directors regarding effectiveness of timely compliances.

The dashboard has been documented to provide a comprehensive view of:

applicable laws to the Company

key control points

allocation of responsibilities

(e) Transfer of Unclaimed/Undelivered Shares

In terms with the provisions of Regulation 39 (4) read with Schedule VI of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (earlier clause 5A.II of the listing agreement with the stock exchanges) the unclaimed/undelivered shares lying in the possession of the Company are required to be dematerialised and transferred into a "Unclaimed Suspense Account" held by the Company. The status of unclaimed shares lying in " Unclaimed Suspense Account" as on March 31, 2016 are as under :-

The voting rights on these shares shall remain aforesaid details to enable the Company to frozen till the rightful owner of such shares credit/ issue the shares to the rightful owner. claims the shares.

Shareholders who have not yet claimed their shares are requested to immediately approach the Company by forwarding a request letter duly signed by all the shareholders furnishing

It may be noted that all the corporate benefits accruing on these shares like bonus, splits etc. also will be credited to the said "Unclaimed Suspense Account" and the voting rights on these shares shall remain frozen until the rightful owner has claimed the shares.

f) Disclosure in terms of Regulation 34 (3) read with Schedule V Part C of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

There are no inter-se relationship between the Board members except Mr Onkar S. Kanwar and Mr Neeraj Kanwar being father and son.

11. MEANS OF COMMUNICATION

The quarterly/half yearly and annual financial results of the Company are normally published in Business Standard/Financial Express (national daily) and Kerala Kaumudi (regional daily). In addition to the above, quarterly and annual results are displayed at our website at www.apollotyres.com for the information of all shareholders.

As per Regulation 47(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an extract of the detailed format of Quarterly/ Annual Financial Results filed with the Stock Exchanges under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are published in the News Papers from the quarter ended December 31, 2015 . The full format of the Quarterly/ Annual Financial Results are also available on the Company's website and Stock Exchange websites www.nsesindia.com  and www.bseindia.com

All material information about the Company is promptly sent to the stock exchanges and the Company regularly updates the media and investor community about its financial as well as other organisational developments.

The transcript of the Analyst/Investor Conference Call is posted on the website of the company.

12. GENERAL SHAREHOLDER INFORMATION

a) Registered Office

3rd Floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi- 682036, Kerala Ph:-91 484 4012046, 4012047 Fax:- 91 484 4012048

b) Annual General Meeting:

- Date August 9, 2016

- Day Tuesday

- Time 10:00 AM

- Venue ;Kerala Fine Arts Theatre Fine Arts Avenue Foreshore Road Ernakulam, Kochi (Kerala)

- Posting of Annual Report On or before July 16, 2016.

- Last date of receipt of Proxy form August 7, 2016 before 10:00 AM

c) Financial Calendar for FY16

Financial Reporting for the quarter ending June 30, 2016: On or before August 14, 2016.

Financial Reporting for the quarter ending September 30, 2016: On or before November 14, 2016. Financial Reporting for the quarter ending December 31, 2016: On or before February 14, 2017. Financial Reporting for the quarter/year ending March 31, 2017: On or before May 30, 2017.

d) Dates of Book-Closure

The dates of the book closure shall be from August 3, 2016 to August 9, 2016 (both days inclusive).

e) Dividend Payment

The dividend of Rs. 2 per equity share for the FY16, subject to approval from shareholders, has been recommended by the Board of Directors. The same shall be paid on or after August 9, 2016 but within the statutory time limit.

f) Unclaimed Dividends

As provided in section 205A and 205C of the Companies Act, 1956, dividend for the financial year ended March 31, 2009 and thereafter, which remain unpaid or unclaimed for a period of 7 years, will be transferred to the Investor Education and Protection Fund (IEP Fund) established by the Central Government, and no payments shall be made in respect of any such claims by the IEP Fund.

During the year, the Company had transferred Rs. 56.51 Lac lying unclaimed in Unpaid Dividend Account in respect of Dividend for the year 2007-08 to the said Fund on September 15, 2015.

g) Listing at Stock Exchanges

National Stock Exchange of India Ltd  Exchange Plaza, Bandra KurlaBandra (E), Mumbai-400 051 Mumbai 400001T: +91 22 22721233/34E: cmlist@nse.co.in F: +91 22 22721919/3027

2. BSE Ltd Complex Phiroje Jeejeebhoy Towers1st Floor, Dalal Street T: +91 22 26598100-14 F: +91 22 26598237-38 E: corp.relations@bseindia.com

k) Elimination of Duplicate Mailing

The shareholders who are holding physical shares in more than one folio in identical name, or in joint holder's name in similar order, may send the Share certificate(s), along with request for consolidation of holding in one folio, to avoid mailing of multiple annual reports.

l) Share Transfer System

To expedite the share transfer in physical segment, Stakeholders Relationship Committee has authorised Company Secretary to approve transfer of securities up to 10,000 received from individuals on weekly basis. In case of approval of transfer of securities over 10,000, the Stakeholders Relationship Committee meets at periodical intervals. In any case, all share transfers are completed within the prescribed time limit from the date of receipt, if document meets the stipulated requirement of statutory provisions in all respects. In reference to SEBI directives, the Company is providing the facility for transfer and dematerialization of securities simultaneously. The total no. of shares transferred during the year were 80,321. All the transfers were completed within stipulated time.

As per the requirement of Regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the half yearly certificates from the Company secretary in practice for due compliance of share transfer formalities.

The Promoter and Promoter group hold 224.72 Company as on March 31, 2016.

Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Company Secretary in practice conducts the Reconciliation of Share Capital Audit of the Company for the purpose of reconciliation of total admitted capital with the depositories, i.e. NSDL and CDSL, and the total issued and listed capital of the Company.

The Company Secretary in practice conducts such audit in every quarter and issues a Reconciliation of Share Capital Audit Certificate to this effect to the Company. A copy of such audit report is submitted to the stock exchanges, where the Company's shares are listed and is also placed before the Board.

Dematerialisation of Shares and Liquidity

The equity shares of the Company are being traded under compulsorily demat form as per SEBI notification. The Company's shares are tradable compulsorily in electronic form and are available for trading in the depository systems of both National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL). The International Securities Identification Number (ISIN) of the Company, as allotted by NSDL and CDSL, is INE438A01022.

As on March 31, 2016, 97.82% of the share capital stands dematerialised. BSE and NSE have permitted trading of Apollo Tyres' share into future and option (F&O) segment w.e.f. February 19, 2010.

) Share Transfer/Demat Registry work

All share transfers/demat are being processed in house. The Company has established direct connectivity with NSDL/CDSL for carrying out demat completely in house.

) Share Transfer Department

All communications regarding change of address for shares held in physical form, dividend etc. should be sent at the Company's corporate office at:-

shares constituting 44.15% of the share capital of the Apollo Tyres Ltd Apollo House, 7, Institutional Area Sector-32, Gurgaon-122 001(Haryana) T: +91 124 2721000 F: +91 124 238 3351 E: investors@apollotyres.com

r) ECS Mandate

All shareholders are requested to update their bank account details with their respective depositories urgently. This would facilitate transfer of dividend directly to the bank account of the shareholders.

s) E-voting

To widen the participation of shareholders in Company decisions pursuant to provisions of Section 108 of Companies Act, 2013 read with Rule 20 of The Companies (Management and Administration) Rules, 2014 as amended, the Company has provided e-voting facility to its shareholders, in respect of all shareholder's resolutions to be passed at general meeting.

Register e-mail address

To contribute towards greener environment, the Company proposes to send documents like shareholders meeting notice/other notices, audited financial statements, Director's report, auditors' report or any other document, to members in electronic form at the e-mail address provided by them and/or available to the Company by the Depositories.

Members who have not yet registered their e-mail address (including those who wish to change their already registered e-mail address) may get the same registered/updated either with their depository participants or by writing to the Company.

t) Plant Location:

1. Perambra, P O Chalakudy Trichur 680689, Kerala

2. Limda, Taluka Waghodia Dist. Vadodara 391760, Gujarat

3. SIPCOT Industrial Growth Centre Oragadam, Chennai, Tamil Nadu

As on March 31, 2016, there were no outstanding GDRs/ADRs/Warrants or any convertible instruments.

Address for correspondence : Secretarial Department

for share transfer/demat of shares, payment of dividend and any other query relating to shares

Apollo Tyres Ltd Apollo House, 7 Institutional Area Sector 32, Gurgaon 122001 . Tel: +91 124-2721000

As on March 31, 2016, there were no outstanding  GDRs/ADRs/Warrants or any convertible instruments

w) Adoption of mandatory and discretionary requirements of Corporate Governance as specified in Regulations 17 to 27 and Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015

The Company has complied with all mandatory requirements of corporate governance with respect to regulations 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted following discretionary requirement of Regulation 27 read with Schedule II Part E of the Listing Regulations:-

Modified Opinion(s) in audit report

The Company is in the regime of financial statements with unmodified audit opinion.

Reporting of internal auditor

The internal auditor is reporting directly to the audit committee.

x) As on March 31, 2016, our shares were not suspended from trading.

y) There were no commodity price risk or foreign exchange risk and hedging activities during the FY16

13. ADDITIONAL INFORMATION

a) Investor Relations Section

The Investors Relations Section is located at the corporate office of the Company.

Contact person : Mrs Seema Thapar, Compliance Officer Time : 10:00 AM to 6:00 PM on all working days of the Company (except Saturdays and Sundays) T: : +91 124 2721000 F: : +91 124 2383351 E: : investors@apollotyres.com

b) Bankers

Axis Bank Ltd Bank of India BNP Paribas Canara Bank DBS Bank Ltd HSBC Ltd ICICI Bank Ltd IDBI Bank Ltd Kotak Mahindra Bank Ltd Standard Chartered Bank State Bank of India State Bank of Mysore State Bank Of Travancore Union Bank of India

C) Auditors

Deloitte Haskins & Sells, Chennai, Chartered Accountants.

d) Cost Auditors

N.P. Gopalakrishnan & Co., Cost Accountants.

With reference to the General Circular No.15/2011 – 52/5/CAB-2011 dated April 11, 2011issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi,following are the details of Cost Auditor and filing of cost audit report with Central Government

e) Code of Conduct for Prevention of Insider Trading

In compliance with the SEBI regulations on prevention of insider trading, the Company has formulated a comprehensive Code of Conduct for ‘Prevention of Insider Trading’ in the securities of the Company. This Code of Conduct is applicable to Promoters, Directors, Chiefs

Group Heads, Heads and such other employees of the Company and others who are expected to have access to unpublished price sensitive information.

The Board at its meeting held on May 12, 2015 has approved the revised Code of Conduct for Prevention of Insider Trading, in terms with the SEBI (Prohibition of Insider Trading) Regulations, 2015, effective from May 15, 2015.

The Code of Conduct lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of the Company, and cautioning them of consequences of violations. The Company Secretary of the Company is the compliance officer.

f) Code of Conduct for Directors and Senior Management

The Board of Directors of Apollo Tyres Ltd has laid down a code of business conduct called "The Code of Conduct for Directors and Senior Management". The Code envisages that Board of Directors and Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and keep themselves informed about the development in the industry in which the Company is involved and the legal requirements to be fulfilled.

The Code is applicable to all the Directors and Senior Management of the Company. The Company Secretary of the Company is the compliance officer.

g) Whistle Blower Policy/ Vigil Mechanism

Apollo Tyres Ltd believes in the conduct of its business affair in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. In order to inculcate accountability and transparency in its business conduct, the Company has been constantly reviewing its existing systems and procedures. Your Company has approved a whistle blower policy which will enable all employees, Directors and other stakeholders to raise their genuine concerns internally in a responsible and effective manner if and when they discover information which they believe shows serious malpractice or irregularity within the Company and/or to report to the management instances of unethical behavior, actual or suspected, fraud or violation of Company's code of conduct or ethics policy.

In terms with the policy, an Internal Grievance Redressal Committee (IC) has been constituted by the Company, which is headed by the Chairman of the Audit Committee of the Board. Company Secretary of the Company acts as an Ombudsman who, on receipt of Complaint, examines the possible intentions and genuineness of the disclosure in advance before referring it to the IC for investigations. The IC, after investigation, submits a report to the Audit Committee.

h) Code of Practices and Procedures for Fair Disclosure

The Board at its meeting held on May 12, 2015 has approved the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in terms with the SEBI (Prohibition of Insider Trading) Regulations, 2015, effective from May 15, 2015.

The Code lays down broad standards ofcompliance and ethics, as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable SEBI regulations. The Code is required to be complied in respect of all corporate disclosures in respect of the Company and/or its subsidiary companies, including overseas subsidiaries.

The Company Secretary of the Company is the compliance officer.

i) Policy to prevent and deal with sexual harassment

The Company is an equal employaient opportunity employer and is committed to creating a healthy and productive work environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company believes that an act of sexual harassment results in the violation of the fundamental rights of a woman. Such acts violate her right to equality, right to life and to live with dignity and right to practice any profession or to carry on any occupation, trade or business, which also includes a right to have a safe and healthy work environment free from sexual harassment.

In keeping with its belief and in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule thereof, the Company adopts the policy to prevent and deal with sexual harassment of women at the workplace. The Company is committed to provide to all women, who are present at the workplace, a work environment free from sexual harassment, intimidation and exploitation.

j) Declaration by Independent Directors under sub-section (6) of section 149 & Regulation 16 (1) (b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

During FY16, the Company received declaration in terms of the provisions of Section 149(6) & 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (formerly Clause 49(i)(A)(iii) and 49(i) (C) of Listing Agreement) from the following independent Directors viz. Mr A. K. Purwar, Mr Akshay Chudasama, Mr Nimesh N. Kampani, Mrs Pallavi Shroff, Dr S. Narayan and Mr Vikram S. Mehta.

Declaration Affirming Compliance of provisions of the Code of Conduct

To the best of my knowledge and belief and on the basis of declarations given to me, I hereby affirm that all the Board members and the Senior Management Personnel have fully complied with the provisions of the Code of Conduct for Directors and Senior Management Personnel during the financial year ended March 31, 2016.

Declaration Affirming Compliance of Whistle blower policy

To the best of my knowledge and belief, I hereby affirm that no personnel of the Company has been denied access to the Audit committee during FY16.

For and on behalf of the Board of Directors

(NEERAJ KANWAR)

Vice-Chairman & Managing Director

(SUNAM SARKAR)

Director

 Place: Gurgaon

Date: May 11, 2016