27 Apr 2017 | Livemint.com

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Balasore Alloys Ltd.

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Balasore Alloys Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. CORPORATE GOVERNANCE

Sound Corporate Governance practices are guided by culture, conscience and mindset of an organization and are based on principles of openness, fairness, professionalism, transparency and accountability with an aim to building confidence of its various stakeholders and paving way for its long-term success. In Balasore Alloys Limited, Corporate Governance is defined as a systematic process by which companies are directed and controlled keeping in mind the long-term interests of all their stakeholders. Achievement of excellence in good Corporate Governance practices requires continuous efforts and focus on its resources, strengths and strategies towards ensuring fairness and transparency in all its dealings with its stakeholders including society at large. Corporate Governance has indeed assumed greater significance as the world has moved towards closer integration and free trade.

COMPANY'S PHILOSOPHY ON GOVERNANCE:

Your Company's philosophy on the Corporate Governance is founded upon a rich legacy of fair and transparent governance practices which are essentially aimed at ensuring transparency in all dealings and hence seeks to focus on enhancement of long-term shareholder value without compromising on integrity, social obligations and regulatory compliances. Your Company has continued its pursuit of achieving these objectives through the adoption and monitoring of corporate strategies and prudent business plans, thereby ensuring that the Company pursues policies and procedures to satisfy its legal and ethical responsibilities. The Company's comprehensive written code of conduct serves as a guide for your company and its employees on the standards of values, ethics and business principles, which should govern their conduct. Your company operates within accepted standards of propriety, fair play and justice and aims at creating a culture of openness in relationships between itself and its stakeholders. Even in a fiercely competitive business environment that the Company is operating in, the management and employees of your Company are committed to uphold the core values of transparency, integrity, honesty and accountability, which are fundamental to the Company and for achieving Corporate Excellence.

CORPORATE GOVERNANCE PRACTICES:

The Company's Corporate Governance practices seek to go beyond the regulatory requirements and with a view to ensuring commitment to transparent, law abiding behaviour and good Corporate Governance, the Company has put in place the following practices:-

a) Code of Conduct: The Company's Code of Conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the Company. The Code ensures lawful and ethical conduct in all affairs and dealings of the Company.

b) Business Policies: The Business Policies of Company ensures transparency and accountability to its stakeholders. The policies provide motivation and support for professional development of employees, fair market practices and high level of integrity in financial reporting. The policies recognize Corporate Social Responsibility of the Company and also seek to promote health, safety and quality of environment.

c) Prohibition of Insider Trading: The Company has devised a framework to avoid Insider Trading and abusive self-dealing. The Code on prevention of Insider Trading, which applies to the Board Members and all officers and employees, seeks to prohibit trading in the securities of the Company based on unpublished price sensitive information. Trading window remains closed so long unpublished price sensitive information is not made public.

d) Risk Management: The Company has developed and implemented a comprehensive Enterprise risk management framework for risk identification, assessment, minimization and mitigation procedure. The risk management procedures are clearly defined and periodically reviewed by the Board of Directors with a view to strengthen the risk management framework and to continuously review and reassess the risk that the Company may confront with.

e) Safety, Health and Environment Policy: The Company is committed to conduct its business in a manner that values the environment and helps in ensuring the safety and health of all its employees and society at large. The policy is aimed towards strengthening pollution prevention and control measures.

f) Equal Employment Opportunity: The employment policy of the Company assure that there shall be no discrimination or harassment against an employee or applicant on the grounds of race, colour, religion, gender, age, marital status, disability, national origin or any other factor made unlawful by applicable laws and regulations. The policy also ensures fair and respectful treatment of all fellow employees.

g) Whistle Blower / Vigil Mechanism: The Company has established a Whistle Blower / Vigil mechanism for its directors and employees to report the concerns about unethical behaviour, actual and suspected fraud or violation of the Company's Code of Conduct.

h) Board Diversity: The Board members are quite diverse as it had Directors from various sectors viz. Finance, Banking, Mining, Risk Management etc.

i) Board Evaluation Policy: Board Evaluation Policy which indicates the criteria for evaluation of the Board, Chairman & Individual Directors of the Company.

2. Board of Directors

Board Composition and Category of Directors

The Company has optimum composition of Executive and Non-Executive Directors in conformity with Clause 49 of the Listing Agreement with the Stock Exchanges. The Board as on 31st March, 2015, consists of 12 directors out of which 6 directors are Independent Directors. The composition and category of the directors on the Board are as follows:-

Details of the Board Meetings

Four Board meetings were held during the period from 01.04.2014 to 31.03.2015. The Company has held at least one Board Meeting in every three months and the gap between such two meetings was not more than four months. The dates on which the Board meetings were held are as follows:- 20.05.2014, 07.08.2014, 07.11.2014 and 06.02.2015.

Board Procedure

The Board ensures that the Company's reporting and disclosure practices meet the highest standards of Corporate Governance and that the business practices followed by the Company are oriented towards meeting obligations towards various stakeholders and enhancing shareholders value. The board papers comprising of the agenda backed by comprehensive documents, information are circulated to the directors well in advance to enable them to take appropriate decisions, and in exceptional cases the same is tabled in the board meeting. In addition to the information required under Annexure X to Clause 49 of the Listing Agreement, the Board is also kept informed of major events / items and approvals taken wherever necessary. The Managing Director at the Board Meetings keep the Board apprised of the overall performance of the Company. The Board periodically reviews compliance reports of applicable laws, duly certified by Company Secretary and also checks the steps taken to rectify instances of non-compliances.

Training of Independent Directors

The Independent Board members are provided necessary documents, reports and other presentations about the Company. In this way they are regularly informed and updated on the Business model of the company. Such information also enables the Independent Directors to get familiarized with the Company's operations and the industry at large.

Separate Meeting of the Independent Directors

A separate meeting of Independent Directors was held on 26th March 2015. The meeting was attended by Mr. Asish K. Bhattacharyya, Mr. Mahesh Trivedi, Mr. S Mohapatra, Mr. S K Pal, Prof. S K Majumdar and Mr. K P Khandelwal.

Mr.Asish K. Bhattacharyya was elected as the Lead Independent Director. In the meeting, the Directors reviewed the performance of Non-Independent Directors, the Chairman of the Board and the Board as a whole and further assessed the quality, quantity and the timeliness of flow of information between the Management and the Board.

The Directors discussed about the diversity of the Board and felt that the Board was quite diverse as it had Directors from various sectors. Apart from overall evaluation they discussed on Board Structure and Committees, Board Meeting and Procedure, the Financial Reporting process and Skill Development and Training.

Information Placed before Board of Directors

The Company has complied with Revised Clause 49 of the Listing Agreement with regard to information being placed before the Board of Directors.

The following items are generally tabled for information and review of the Board:

• Quarterly and yearly financial results of the Company and its subsidiary companies (if any);

• Minutes of meetings of all committees;

• Minutes of meetings of subsidiary companies (if any);

• General Notices of interest to the Directors;

• Dividend data;

• Information of recruitment and resignation of employees above and equivalent to the post of General Manager;

• Annual operating plans and budgets and any updates;

• Capital budgets and any updates;

• Materially important litigations, show causes, demands, prosecutions and penalty notices;

• Fatal or serious accidents, dangerous occurrences and material effluent discharge or pollution related problems;

• Any materially relevant default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company;

• Any issue that involves possible public or product liability claims of a substantial nature;

• Details of joint ventures, acquisitions of companies or collaboration agreements;

• Transactions that involve substantial payment towards enhancing goodwill, brand equity or involving intellectual property;

• Any significant development on the Human Resource/Industrial Relations front;

• Sale of material nature of investment, subsidiaries and assets, which are not in the normal course of business;

• Grant of loans and making investments of surplus funds;

• Transactions with related parties;

• Non-compliance of any regulatory, statutory or listing requirements;

• Review of the Risk Management Policy;

• Any other important or critical matters.

The Board is presented with all information under the above heads whenever applicable and materially significant.

3. Audit Committee

The Company has a qualified and independent Audit Committee. The terms of reference, role, scope and composition of Audit Committee are in accordance with revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The Committee acts as a link between the management, the statutory and internal auditors and Board of Directors to oversee the financial reporting process. All the members of the Committee are independent Directors.

As on the date of this report, the Committee consists of Six Directors, who bring with them vast experience in the field of operations, finance & accounts and the Company has been immensely benefited from the deliberations of the Audit Committee. Besides the Committee members, functional heads and Auditors of the Company attend the meeting of the Committee on the invitation of the Committee.

The Chairman of the Audit Committee is an Independent Director and the Company Secretary acts as the Secretary to the Committee.

Four Meetings of Audit Committee were held during the year ended 31.03.2015. The dates on which the meetings of the Audit Committee were held are: 20.05.2014, 07.08.2014, 07.11.2014 and 06.02.2015.

The Chairman of the Audit Committee attended the previous Annual General Meeting held on 25th September, 2014. The terms of reference of the Audit Committee are as under:

• Recommendation for the appointment, remuneration and terms of appointment of auditors of the company;

• Review and monitor the auditor's independence and performance, and effectiveness of audit process;

• Examination of the financial statement and the auditors' report thereon;

• 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;

• Monitoring the end use of funds raised through public offers and related matters;

• 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;

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

• Reviewing, with the management, the quarterly and annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:­> 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.

> Changes, if any, in accounting policies and practices and reasons for the same.

> Major accounting entries involving estimates based on the exercise of judgment by management.

> Significant adjustments made in the financial statements arising out of audit findings.

> Compliance with listing and other legal requirements relating to financial statements.

> Disclosure of any related party transactions.

> Qualifications in the draft audit report.

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

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

• 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;

• To review the functioning of the Whistle Blower / Vigil 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;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

4. Nomination & Remuneration Committee

The Remuneration Committee has been renamed as Nomination & Remuneration Committee by the Board in its meeting held on 20th May, 2014 to align with the requirements of Section 178 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement.

As on the date of this Report, the composition of the Committee is in line with requirements of revised Clause 49 of the Listing Agreement and the Companies Act, 2013.The committee comprised of four members, of which all of them are Independent Non­ Executive Directors.

Two meetings of Nomination & Remuneration Committee were held during the year ended 31.03.2015. The dates on which the meetings of the Committee were held are: 20.05.2014 and 07.11.2014

Pursuant to the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, Board has approved & adopted the terms of reference of the Committee. Given below, inter-alia, is a gist of the terms of reference of the Nomination & Remuneration Committee.

• Identification of persons who are qualified to become directors and who may be appointed in senior management;

• Formulation of criteria for evaluation of Independent Director and the Board.

• Formulation of criteria for determining qualifications, positive attributes and independence of a director;

• Recommendation to the Board, a remuneration policy for the directors, KMP and other employees;

• Ensuring the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors;

• Devise a policy on Board diversity;

• Ensuring remuneration to directors, KMP and senior management involves a balance between fixed and incentive pay.

The Committee was also assigned with the responsibility to consider the policy and the matters relating to the remuneration payable to its Managing Director / Whole-time Directors based on the performance and defined assessment criteria.

5. Remuneration to Directors

The Board of the Directors of the Company in its meeting held on 20th May 2014, has adopted a policy for remuneration of the Board Members, Key Managerial Personnel (KMPs) & Senior Management Personnel (SMPs) in adherence with the provisions of revised clause 49 of the listing agreement, Section 178 of the CompaniesAct, 2013 and Rules made there under.

(a) Remuneration to Non-Executive Directors:

The Non-Executive Directors of the company are paid remuneration by way of sitting fees only for attending the meetings of the Board of Directors and its Committees.

(b) Remuneration to Executive Directors:

Remuneration policy / criteria of payment to Executive Directors: The Company has a credible and transparent policy in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD / WTDs). Their remuneration is governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards. The remuneration determined for MD / WTDs is subjected to the recommendation of the nomination & remuneration committee and approval of the Board of Directors, members in due compliance of the provisions of Companies Act, 2013 and other applicable rules made there under

6. Stakeholders Relationship Committee

The Share Transfer and Investor Grievance Committee was renamed as Stakeholders Relationship Committee by the Board in its meeting held on 20th May 2014 to align with the requirements of Section 178 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement.

The Committee has met twelve times during the period from 01.04.2014 to 31.03.2015. The dates on which the meetings of the Stakeholders Relationship Committee were held are as follows: 10.04.2014, 12.05.2014, 14.06.2014, 14.07.2014, 11.08.2014, 12.09.2014, 10.10.2014, 11.11.2014, 11.12.2014, 14.01.2015, 12.02.2015 & 13.03.2015

All the members of the Committee attended all 12 meetings held during the year.

The object of the Stakeholders Relationship Committee is to approve transfer of shares, consolidation / sub-division of shares, issue of duplicate shares, redressal of investor grievance / complaints and other allied matters. The Committee meets monthly, while the Registrars and Transfer Agent of the Company, to whom the requisite authority is delegated in this regard, attend the transfer formalities thrice in a month.

Name and Designation of Compliance Officer:

MrTrilochan Sharma - President & Company Secretary

Name and Designation of Contact Person of Registrars and Transfer Agent of the Company:

MrAloke Mukherjee - Manager

"M/s MCS Share TransferAgent Limited"

Share Transfers / Transmissions etc. as approved by the Committee are notified to the Board at regular intervals. During the year i.e. from 01.04.2014 to 31.03.2015, the status of complaints are as under:

Complaints pending as on 01.04.2014 — Nil

Complaints received from Investors — 162

Complaints replied / resolved — 162

Complaints pending as at 31.03.2015 — Nil

7. Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee was constituted by the Board at its meeting held on 20th May, 2014, pursuant to the requirements of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014.

The Board in its meeting held on 20th May, 2014 has approved the CSR Policy as formulated and recommended by the CSR Committee in accordance with the requirements of the Companies Act, 2013 and rules made there under.

Three Meetings of CSR Committee were held during the year ended 31.03.2015. The dates on which the meetings of the CSR Committee were held are: 20.05.2014, 07.08.2014 and 06.02.2015.

10. Code of Conduct

The Code of Conduct (hereinafter referred to as 'Code') is applicable to all its Board Members and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel had affirmed compliance with the Code during the year and no violation of the same was reported. A declaration to the effect that all Board Members and Senior Management Personnel have complied with the Code during the financial year 2014-15, duly signed by Managing Director of the Company is herein below enclosed. The Code has also been posted on the Company's Web-site.

12. Disclosures

a. The particulars of transactions between the Company and its related parties as required by Accounting Standard (AS)-18 issued by the Institute of Chartered Accountants of India are set out in point 36 of Notes to financial statements as at and for the year ended March 31, 2015 of the Annual Report.

b. The policy on material related party transactions, and on dealing with related parties and a statement on such policy has been uploaded on the Company's website www.balasorealloys.com

c. In preparation of financial statement, the Company has followed the applicable Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the annexure to the Notes to the Accounts.

d. The Company has formulated and implemented an Enterprise Risk Management framework for risk assessment and mitigation procedures which is an ongoing process within the Company. In this connection, Risk Management Committee of the Board was constituted and assigned with the task, inter-alia, of reviewing the risk management process on continuous basis, considering the alternatives for mitigating the risk. These risk management procedures are periodically reviewed by the Board of Directors with a view to strengthen the risk management framework.

e. The Company has allotted 66,00,000 Equity Shares on preferential basis to its Promoter Group Companies on 16.04.2014 pursuant to conversion of equivalent number of Warrants.

f. Pursuant to Corporate Debt Restructuring (CDR) mechanism, the Company has allotted 46,85,720 11% Non Convertible Debentures (NCDs) of Rs. 100/- each to the following Consortium Bankers of the Company:

Management discussion and analysis report

The Company's annual report has a separate section for detailed Management Discussion and Analysis.

13. Adoption of Mandatory and Non-mandatory requirements under Clause 49 of the Listing Agreement

The Company has adopted and complied with all the mandatory requirements under Clause 49 of the Listing Agreement and there is no case of violation or infringement of the same during the period. As on the date of this report, the Company has adopted non-mandatory requirements under Clause 49 of the Listing Agreement to the extent relating to setting up of Nomination & Remuneration Committee and establishment of the Whistle Blower / Vigil Mechanism.

14. Reconciliation of Share Capital Audit.

A qualified practicing Company Secretary carried out Reconciliation of Share CapitalAudit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held in electronic mode with NSDL and CDSL.

16. GENERAL SHAREHOLDERS' INFORMATION

1 Annual General Meeting

Day, Date & Time Venue

Tuesday, 29th September, 2015 at 9.30 A.M. Registered Office at Balgopalpur - 756 020 Balasore, Odisha, India

2 Tentative Financial Calendar 2015-16

Financial Reporting for the quarter ending June 30, 2015. : By 14th day of August, 2015

Financial Reporting for the quarter ending September 30, 2015 By 14th day of November, 2015

Financial Reporting for the quarter ending December 31, 2015 By 14th day of February, 2015

Financial Reporting for the quarter ending March 31, 2016 By 30th day of May, 2016

Annual General Meeting for the year ending March 31, 2016 By September, 2016

3 Book Closure Date

23rd September, 2015 to 29th September. 2015. (both days inclusive)

4 Dividend Payment Date

The Dividend warrants will be posted on and from 3rd October, 2015.

5 Registered Office

Balgopalpur - 756 020, Balasore, Odisha

6 Listing on Stock Exchanges

i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

ii) The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700 001

Note: Annual Listing Fees for Financial Year 2015-16 has been paid to the BSE Limited and the Calcutta Stock Exchange Limited.

7 Stock Market information:

(i) Stock Code:

BSE Limited : 513142

The Calcutta Stock Exchange Ltd. : 10019059

ISIN No. for Fully Paid-up Equity Shares : INE135A01024

Share Price Performance in comparison to BSE Sensex opened.

The BSE Sensex open on 1st April, 2014 at 22,455.23 and on 31st March, 2015, the Sensex closed at 27,957.49. The market price of the shares of the Company on the BSE has varied from Rs. 12.50 to Rs. 27.90 during the period under review.

Depository Connectivity

National Securities Depository Limited Central Depository Services (India) Ltd.

10 Registrars & Transfer Agent:

(Share transfer and communication regarding share certificates, Dividends & change of Addresses)

MCS Share Transfer Agent Limited, Unit: Balasore Alloys Limited 12/1/5, Manoharpukur Road, Ground Floor, Kolkata - 700 026, India Ph. Nos. +91 33 4072 4051 / 4052 / 4053 Fax Nos. +91 33 4072 4050 E-mail: mcssta@rediffmail.com (Registered with SEBI as Share Transfer Agent - Category I)

Share Transfer System:

The physical shares received for transfer are processed and the same is registered in the name of transferee, if case is not of bad delivery or incomplete documents. In order to expedite the process of transfer of Shares, the Company, for effecting transfers, has authorized M/s MCS Share Transfer Agent Limited, Registrar and Share Transfer Agent, who attend to share transfer formalities thrice in a month. Those who are desirous of holding their shares in the Company in dematerialized form have to approach their respective Depository Participant for dematerialization of their shares.

12 Investor Grievance Redressal System:

The Investor grievances / shareholders complaints are handled by the Company's Registrars and Share TransferAgent M/s MCS Share TransferAgent Limited, Kolkata, in consultation with the Secretarial department of the Company. The Registrar has adequate skilled staff with professional qualifications and advanced computer systems for speedy redressal of the investor grievances.

Periodical review meetings are held between the officials of the Registrar and Share TransferAgent and the Company to discuss the various issues relating to share transfer and other allied matters, dematerialization of shares, Investor complaints, etc.

13 Compliance Certificate of the Auditors:

The Statutory Auditors' certificate, that the Company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report on Corporate Governance.

15 Plant Location:

Balgopalpur Balasore - 756 020 Odisha

Mines Location:

1. Chrome Ore Mine Sukinda Valley, Dist. Jajpur (Odisha)

2. Manganese Ore Mine

• Joda, Dist Keonjhar (Odisha)

Hathoda, Dist. Balaghat (M.P.)

3. Quartz & Quartzite Mine

Village: Baghjumpha Subdivision: Mayurbhanj District : Mayurbhanj, (Odisha)

16 Address for Investor Correspondence

16.1 Registrar and Transfer Agent

MCS Share Transfer Agent Limited, Unit :Balasore Alloys Limited 12/1/5, Manoharpukur Road, Ground Floor, Kolkata - 700 026, India Ph.Nos.+9133 4072 4051 / 4052 / 4053 Fax Nos+91 33 4072 4050 E-mail: mcssta@rediffmail.com

16.2 Company's Address.

The VP & Company Secretary Balasore Alloys Limited Balgopalpur - 756 020 Dt. Balasore, Odisha. Ph. Nos.: +91 6782 275781-85 Fax Nos. +91 6782 275724 E-Mail: mail@balasorealloys.com investorshelpline@balasorealloys.com Website: www.balasorealloys.com

Note: Shareholders holding shares in dematerialized form should address all correspondence to their respective depository participants.

17 Shareholder Reference Dematerialise your shares

All the investors are requested to convert their physical share into demat holdings. This will facilitate the immediate transfer of shares, no need of paying any stamp duty on transfer of shares and risks associated with physical share certificates such as forged transfer, fake certificates and bad deliveries are avoided.

Consolidate Multiple Folios

The Investors having multiple folios are advised to consolidate the same. This would result in the one-stop tracking of all corporate benefits on the shares and would reduce time and effort required to monitor multiple folios.

Nomination

Shareholders holding shares in physical form and desirous of submitting / changing nomination in respect of their shareholding in the company may submit Form SH - 13 (in duplicate) as per the provisions of section 72 of the CompaniesAct, 2013 and Rule 19 of the Companies (Share Capital and Debentures) Rules 2014, to the Company's Registrars & TransferAgent. This would help the successors to get the shares transmitted in their favour without any hassle.

Confidentiality

Folio no., DP and ID no., as the case may be, should not be disclosed to and blank signed transfer form should not be given to any unknown persons.

General Points While Writing to Company or Registrar and TransferAgent

While writing to the Company and / or Registrar and Transfer Agent, investor should mentioned their Folio no., DP ID no., full name, address in the letter and sign the same. Signature should be as per the company's record. In case of joint holders, all the joint holders should sign the documents and in case of transfer, the transfer form accompanied with original share certificates should be delivered to the Registrar and TransferAgent. Shareholders are requested to also mention their telephone no. and / or e-mail ID, if any, in the correspondence for speedy and immediate communication.

Permanent Account Number (PAN)

SEBI has clarified that for securities market transactions and off-market / private transactions involving transfer of shares in physical form of listed companies, it is mandatory for the transferee(s) to furnish copy of PAN card to the Company / RTAs for registration of such transfer of shares.

Accordingly all shareholders are requested to submit duly attested photocopy (both side) of their PAN card along with duly executed transfer form to facilitate the speedy transfer of shares.

Shareholders holding shares in electronic form are required to furnish their PAN details to their Depository Participants with whom they maintain their account along with the documents as required by them.