01 May 2017 | Livemint.com

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Automobile Corporation of Goa Ltd.

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Automobile Corporation of Goa Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

[Report on Corporate Governance pursuant to SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015]

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Automobile Corporation of Goa Limited is committed to following best global corporate governance practices in all its pursuits. The guiding principle for the Company always has been to achieve shareholders' satisfaction and maximize shareholder value by following best corporate governance norms in true letter and spirit. The Company aims at achieving this objective, by ensuring transparency in its functioning by truthful and complete communication to all its stakeholders and by inculcating a culture of ethical business conduct in all its operations. The Company is in full compliance with the requirements of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

The Board of Directors along with its Committees provides leadership and guidance to the Company's Management and directs, supervises and controls performance of the Company. Present strength of the Board is Eight Directors. The Board comprises of one Executive Director who is the Chief Executive Officer of the Company. There are Seven Non-Executive Directors of which four Directors including the Chairman are Independent Directors. All Directors possess relevant qualifications and experience in general corporate management, finance, banking and other allied fields which enable them to effectively contribute to the Company in their capacity as Directors.

All Independent Directors of the Company have been appointed as per the provisions of the Companies Act, 2013 and the Governance Guidelines for Board Effectiveness adopted by the Company. Formal letters of appointment have been issued to the Independent Directors. The terms and conditions of their appointment are disclosed on the Company's website.

As per the requirements of Regulation 26(1) of LODR, none of the Directors on the Board is a Member of more than ten committees or Chairperson of more than five committees (Committees being Audit Committee and Stakeholders Relationship Committee), across all companies in which he/she is a director. None of the Directors are related to each other and holds the office of Director in more than twenty companies and in more than ten public limited companies. All Directors are also in compliance of the limit on Independent Directorship of listed Companies as prescribed in Regulation 25(1) of the LODR. Necessary disclosures have been made by the Directors in this regard.

Names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the last Annual General Meeting, as also the number of Directorships/Committee Memberships held by them and shareholding as on 31st March, 2016 in the Company are given below:

During the year under review, Seven Board Meetings were held on 10.04.15, 11.05.15, 30.07.15, 31.07.2015, 29.10.15, 25.01.16 and 05.03.2016; dates are fixed in consultation with all the Directors. Maximum time gap between any two consecutive meetings did not exceed the statutory period provided in the Companies Act, 2013. At least seven days' prior notice of meetings is given to all the Directors along with detailed agenda notes and where applicable, draft resolutions to be passed at such meetings. The information as required under Part A of Schedule II to the LODR is made available to the Board. The Board also reviews the declarations made by the CEO & Executive Director and Chief Financial Officer regarding compliance with all applicable laws, on a quarterly basis.

The Board has recommended the above appointment for the approval of the members of the Company. Attention of the members is invited to the relevant item in the Notice of the Annual General Meeting regarding appointment of Director.

Mr S V Salgaocar, Chairman of the Company resigned from the Board of Directors effective October 29, 2015. The Board has placed on record its appreciation for the contributions made by Mr S V Salgaocar during his long association with the Company.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr R Ramakrishnan retires by rotation and is eligible for re-appointment.

Information as required under Regulation 26 of the LODR about the persons seeking appointment/re-appointment at the Annual General Meeting is annexed to the Notice of the Annual General Meeting (AGM).

Code of Conduct

The Company's Code of Conduct applicable to all the Board members, senior management and employees is available on the Company's website. All the Board members and senior management of the Company (as per Regulation 26(3) of LODR) have affirmed compliance with the code for the financial year ended 31st March, 2016. Declaration to this effect signed by the CEO & Executive Director is annexed hereto.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on May 11, 2015 and May 25, 2016 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 25 (3) of LODR. At the Meeting, the Independent Directors:

. Reviewed the performance of Non-Independent Directors and the Board as a whole;

. Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive

Directors; and

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

Mr S V Salgaocar, Mr PFX D'Lima, Mr Steven Pinto and Dr Vaijayanti Pandit attended the Meeting of Independent Directors (IDs) held on May 11, 2015. The Meeting was chaired by Mr S V Salgaocar. Whereas the Meeting of IDs held on May 25, 2016 was attended by Mr S V Dempo, Mr Steven Pinto and Dr Vaijayanti Pandit. Mr Steven Pinto chaired the meeting.

Board and Director Evaluation and criteria for evaluation

The Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees for the FY 2015-16.

The Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director/Executive Director/CEO.

Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

Familiarization Programme for Independent Directors

The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. These include orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

The Familiarisation programme for Independent Directors is disclosed on the Company's website at the following web link: <http://www.acglgoa.com>

3. COMMITTEES OF THE BOARD

A) Audit Committee

Mr Steven Pinto, Chairman of the Audit Committee was present at the last Annual General Meeting. The Statutory Auditors and Internal Auditors of the Company are invitees to the Audit Committee meetings. The Audit Committee holds discussion with the Statutory Auditors on the quarterly and yearly audit of the Company's accounts and other related matters. The scope and the report of the Internal Auditors are reviewed by the Audit Committee. The Chairman of the Committee briefs the Board Members about the significant discussions at the Audit Committee Meetings.

The present constitution of the Audit Committee meets the requirements of the regulation 18 of the LODR and Section 177 of the Companies Act, 2013.

Terms of reference

The Audit Committee functions according to its Charter that defines its composition, authority, responsibilities and reporting functions. The terms of reference of the Audit Committee, inter alia, are as follows:

> Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

> Review with the management the quarterly and annual financial statements and the auditor's report thereon, before submission to the Board for approval.

> Discuss with the 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.

> Recommend to the Board the appointment, re-appointment and, if required, the replacement or removal of statutory auditors, remuneration and terms of appointment of auditors, fixation of audit fees and to approve payment for any other services rendered by the statutory auditors.

> Review and monitor the auditor's independence and performance and effectiveness of audit process.

Review with the management, performance of the statutory and internal auditors.

> Review the adequacy of the internal audit function and the adequacy and efficacy of the internal control systems.

> Evaluate internal financial controls and risk management systems.

> Scrutinize inter-corporate loans and investments.

> Discuss any significant findings with internal auditors and follow-up thereon.

> Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

> Look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders and creditors.

> Approve transactions, including any subsequent modifications, of the Company with related parties.

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

> Review and monitor the statement of use and application of funds raised through public offers and related matters.

> Review the functioning of the Whistle Blower mechanism.

> Approve the appointment of the Chief Financial Officer after assessing the qualifications, experience and background of the candidate.

> And, generally, all items listed in Part C of Schedule II of LODR and in Section 177 of the Companies Act, 2013.

B) Nomination and Remuneration Committee

Terms of reference of the Nomination and Remuneration Committee are as follows:

> Make recommendations regarding the composition of the Board, identify independent Directors to be inducted to the Board from time to time and take steps to refresh the composition of the Board from time to time.

> Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every Director's performance.

> Formulate 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.

> Formulate criteria for evaluation of Independent Directors and the Board.

> Devise a policy on Board Diversity.

> Provide guidance and direction in developing and implementing the reward philosophy of the Company.

> Evaluate and approve the appointment and remuneration of senior executives, including the key managerial personnel, the Company's remuneration plan, annual salary increase principles and budgets, annual and long term incentive plans of the Company, policies and programmes such as succession planning, employment agreements, severance agreements and any other benefits.

> Review progress on the Company leadership development programmes, including for promotion to the Board, employee engagement initiatives and employee surveys.

> Consider and approve matters relating to normal retirement plans, Voluntary Retirement and Early Separation Schemes for employees of the Company.

> Establish key performance metrics to measure the performance of the Managing Director, key managerial personnel and the executive team including the use of financial, non-financial and qualitative measures.

> Evaluate executive team performance regularly to strengthen the cumulative annual assessment and to provide timely feed-back to the assessed individuals.

> Developing a view on the human resources capability in the business by periodically engaging with levels below the executive team.

> Review and recommend to the Board the remuneration and commission to the managing and executive Directors and define the principles, guidelines and process for determining the payment of commission to non-executive Directors of the Company.

Remuneration Policy

The Company's philosophy for remuneration of Directors, key managerial personnel and all other employees is based on the commitment of fostering a culture of leadership with trust. The Company has adopted a Policy for remuneration of Directors, Key Managerial Personnel and other employees, which is aligned to this philosophy. The key factors considered in formulating the Policy are as under:

(a) 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;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) 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 key principles governing the Company's Remuneration Policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

. Independent Directors ('ID') and Non-Independent Non-Executive Directors ('NED') may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members, and commission within regulatory limits, as recommended by the Nomination and Remuneration Committee ('NRC') and approved by the Board. . Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company, taking into consideration the challenges faced by the Company and its future growth imperatives. Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay the remuneration and be consistent with recognized best practices. . The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.

The NRC will recommend to the Board the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and Committee Meetings, individual contributions at the meetings and contributions made by Directors other than in meetings. . The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession.

Remuneration for Managing Director ('MD')/ Executive Directors ('ED')/ Key Managerial Personnel ('KMP')/ rest of the Employees

. The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements.

. Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. In addition, the Company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also provides all employees with a social security net subject to limits, by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance. The Company provides retirement benefits as applicable.

. In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the Company provides MD/ EDs such remuneration by way of commission/incentive remuneration, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the NRC and approved by the Board.

. The Company provides the rest of the employees a performance linked payment. The performance linked payment would be driven by the outcome of the performance appraisal process and the performance of the Company.

Remuneration to Directors

Non-Executive Directors:

Sitting fee payable to Non-executive Directors for attending Board & Committee Meetings is Rs. 25,000/- per meeting. A sitting fees of Rs. 25,000/- was also paid to the Independent Director who attended the meeting of the Independent Directors

The Commission to Non-Executive Directors is decided by the Board of Directors based on the recommendation of Nomination and Remuneration Committee which considers involvement of the Non-Executive Directors in the affairs of the Company, their attendance and participation at the Board and Committee meetings and advice and guidance to the management on operational matters from time to time. As per practice, commission to the Directors is paid after the annual Financial Statements are adopted by the Members at the Annual General Meeting.

At the 35th Annual General Meeting held on July 31, 2015 members had approved the payment of remuneration by way of commission to the non-whole time directors of the Company, of a sum not exceeding 1% per annum of the net profits of the Company, calculated in accordance with the provisions of the Companies Act 2013.

The Central Government vide its letter dated August 25, 2015, approved under Section 197 read with Schedule V of the Companies Act, 2013, the payment of remuneration of @ Rs. 20,410,000/- per annum to Mr V Krishnamurthi against the proposed remuneration of Rs. 20,793,617/- (exclusive of leave encashment of Rs. 765,340/-) for the period from April 1, 2014 to December 6, 2014. Accordingly, the proportionate remuneration of Rs. 13,979,452 was paid to Mr V Krishnamurthi for the period from April 1, 2014 to December 6, 2014.

Retirement Policy for Directors

The Governance Guidelines on Board Effectiveness adopted by the Board of Directors in its meeting held on March 16, 2015 provides for the retirement age of Directors. As per the Guidelines, the Managing and Executive Directors retire at the age of 65 years, Non-Independent Non-Executive Directors retire at the age of 70 years and the retirement age for Independent Directors is 75 years.

C) Stakeholders Relationship Committee

In terms of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the LODR, following are the terms of reference of the Stakeholders Relationship Committee:

> Consider and resolve the grievances of the security holders of the Company, including complaints related to transfer of shares, non receipt of annual report, non receipt of declared dividends, etc.

> Set forth the policies relating to and to oversee the implementation of the Code of Conduct for Prevention of Insider Trading and to review the concerns received under the Code of Conduct.

The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with the shares of the Company. The Chief Financial Officer has been appointed as the Compliance Officer for the implementation of and overseeing compliance with the Regulations and the Code across the Company.

The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and adequate disclosure of Price Sensitive Information, as required under the Regulations. The Company Secretary has been designated as the Chief Investor Relations Officer under this code.

Four meetings of the Stakeholders Relationship Committee were held on 17.04.2015, 07.08.2015, 20.10.2015 and 23.01.2016 during the year.

7 complaints were received during the year under review, Six out of Seven complaints were resolved during the year. One complaint received through SCORES was pending as on March 31, 2016. Mr. Pravin Satardekar, Company Secretary, who is also the Compliance Officer, may be contacted at: Automobile Corporation of Goa Ltd., Bhuimpal, Sattari, Goa - 403 530. Tel (0832) 6731214 E-mail:prs@acglgoa.com

D) Corporate Social Responsibility Committee

The Company has constituted a Corporate Social Responsibility (CSR) Committee as required under Section 135 of the Companies Act, 2013. The Committee has been constituted with the following terms of reference:

> Formulate and recommend to the Board, a CSR Policy indicating the activity or activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013

> Recommend the amount to be spent on the CSR activities

> Monitor the Company's CSR Policy periodically

> Attend to such other matters and functions as may be prescribed from time to time

The Board has adopted the CSR Policy as formulated and recommended by the Committee. The same is displayed on the website of the Company. The Annual Report on CSR activities for the year 2015-16 forms a part of the Directors' Report.

E) Risk Management Committee

The Board has constituted a Risk Management Committee to implement and monitor the risk management plan and policy of the Company. The Committee has been constituted with the following terms of reference:

> The Risk Management Committee shall periodically review and approve the Risk Management Policy and associated frameworks and practices of the Company.

> The Risk Management Committee shall ensure that the Committee is taking the appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

> TheRisk Management Committee shall evaluate significant risk exposure of the Company and assess Management's actions to mitigate the exposure in a timely manner.

> The Risk Management Committee will co-ordinate its activities with the Audit Committee in instances where there is any over lapse with Audit activities

GENERAL SHAREHOLDERS INFORMATION

Annual general meeting

·Date and Time : August 1, 2016 at 3:30 p.m.

·Venue : Registered office at Honda, Sattari, Goa - 403 530.

·Dividend Payment date : August 12, 2016

The dividend warrants will be posted/dividend amount will be remitted into the shareholders account on or after August 12, 2016.

Date of Book Closure : July 7, 2016 to July 14, 2016 (Both days inclusive)

Financial calendar : Financial reporting for the quarter ending:

June 30, 2016 - by 15th August, 2016

September 30, 2016 - by 15th November, 2016

December 31, 2016 - by 15th February, 2017

March 31, 2017 - End May 2017 along with audited Annual Accounts

Listing:

Equity Shares of the Company are listed on the BSE Limited, Mumbai. The Company has paid the Listing fee for the financial year 2016-17.

Stock Code: 505036

ISIN No.: INE 451C01013

CIN : L35911GA1980PLC000400

Listing:

Equity Shares of the Company are listed on the BSE Limited, Mumbai. The Company has paid the Listing fee for the financial year 2016-17.

Stock Code: 505036 ISIN No.: INE 451C01013

CIN : L35911GA1980PLC000400

Registrars and Share Transfer Agents

For Share related matters, the members are requested to correspond with the Company's Registrars & Transfer Agents -quoting their Folio no., DP-ID & Client-ID at the following address: -

¦ M/s TSR Darashaw Limited TSR DARASHAW LIMITED 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel: 022- 66568484 E-mail - csg-unit@tsrdarashaw.com Fax: 022- 66568496, 022-66568494 Website: www.tsrdarashaw.com

Share Transfer System:

Shares lodged for transfer at the Registrar's address are normally processed within 30 days from the date of lodgment, if the documents are complete and clear in all respects. All requests for dematerialization of shares are processed and confirmation given to the depositories within 15 days. Grievances received from members and other miscellaneous correspondence on change of addresses, mandates, etc are processed by the Registrars within 15 days. The Company extends the facility of simultaneous transfer and dematerialisation of shares to the shareholders.

Secretarial Audit

. Mr Shivram Bhat, Practicing Company Secretary has conducted the Secretarial Audit of the Company for the year 2015-16. His Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act and the Rules made there under, Listing

Agreements with the Stock Exchanges, applicable SEBI Regulations and other laws applicable to the Company. The Secretarial Audit Report forms part of the Directors' Report.

. Pursuant to Regulation 40(9) of the LODR, certificates have been issued on a half-yearly basis, by a Company Secretary in practice, certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.

. A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

Dematerialization of Shares

Electronic holding by members comprises of 94.25%(Previous year 94.11%) of the paid up Share Capital of the Company (held through NSDL 88.97 % and CDSL 5.28%) as on March 31, 2016.

Plant locations

Plant I - Honda, Sattari, Goa - 403 530

Plant II - Bhuimpal, Sattari, Goa - 403 530

Plant III - Bhuimpal Pressing Unit

Bhuimpal, Sattari, Goa - 403 530

Plant IV - Jejuri Pressing Unit

Plot No.F-2, MIDC, Jejuri, Taluka Purandar, Dist. Pune, Maharashtra

Plant V - Dharward

Plot 560-A, Belur Industrial Area, Belur, Dharwad, Karnataka

Range of Products:

Bus Bodies and component parts thereof

Bus Bodies and component parts thereof

This plant is clubbed with Plant II to cater to the needs of Bus body manufacture facilities. Presently no activity planned

Pressed sheet metal parts/components/Sub assemblies and assemblies there from for various aggregates of automobiles

Door Assemblies, Cowl Assembling

Address for correspondence:

Automobile Corporation of Goa Ltd., Honda, Sattari, Goa - 403 530.

Tel.: (0832) 6731218, 6731214 Fax : (0832) 6731262 Email: sectl@acglgoa.com

Other facilities of interest to Shareholders holding shares in physical form:

Nomination facility: As per the provisions of Section 72 of the Companies Act, 2013, facility for making nomination is available for the Members in respect of the shares held by them. Members holding shares in single name and who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record fresh nomination, he may submit the same in Form No. SH-14. Members holding shares in physical form are requested to submit the forms to the Company's Share Registrars and Transfer Agents. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.

Bank details: Shareholders are requested to notify/send the following to the Company's Registrars to facilitate better service

(i) Any change in their address/mandate/bank details; and

(ii) Particulars of the bank account in which they wish their dividend to be credited, incase not furnished earlier

Shareholders are advised that respective bank details and address as furnished by them to the Company will be printed on their dividend warrants as a measure of protection against fraudulent encashment.

7. DISCLOSURES

a) There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large. The Company has formulated a Related Party Transactions Policy and the same is displayed on the Company's website : www.acglgoa.com

b) The Company has complied with the requirements of the Stock Exchange/ SEBI and statutory authorities on all matters related to the capital markets during the last three years. No penalty or strictures were imposed on the Company by these authorities.

c) The CEO & Executive Director and the Chief Financial Officer have certified to the Board in accordance with Part B of Schedule II to the Listing Regulations pertaining to CEO/ CFO certification for the Financial Year ended 31st March, 2016.

d) The Company has a well defined risk management framework in place. The Company periodically places before the Audit Committee and the Board, the key risks and the risk assessment and mitigation procedures followed by the Company.

e) The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

f) The Company has complied with all the mandatory and non mandatory requirements of the Listing Regulations relating to Corporate

Governance and also complied with Clauses (b) to (i) of Regulation 46 (2) relating to the dissemination of information on the website of the Company. The status of compliance with the non-mandatory requirements listed in Part E of Schedule II of the Listing Regulations, is as under:

> No separate office is maintained for Non- Executive Chairman.

> The Financial results are displayed on the Company's website, besides being available on the BSE website and published in the newspapers. The Company does not send half yearly communication on the financial performance to its shareholders.

> During the year under review, there were no audit qualifications on the Company's financial statements.

> The Chairman of the Board is an Independent Director and his position is separate from that of the Managing Director/CEO/Executive  Director.

> The Internal Auditor reports to the Audit Committee.

> All the members of the Board are well qualified senior industrialists/ professionals actively engaged in their respective fields of specialisation on a day to day basis. All major statutory changes and other important developments having a bearing on the Company's affairs are informed to the Board at regular meetings. The Company addresses the training requirement of the Board members as and when considered necessary.