23 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:41 PM
Balkrishna Industries Ltd.

BSE

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  • BSE Code: 502355
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NSE

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  • NSE Code: BALKRISIND
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Balkrishna Industries Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR 2015-2016

(As required under Regulation 34(3) read with schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulation")

Company's Philosophy on Corporate Governance

Balkrishna Industries Limited believes that good Corporate Governance is essential to achieve long-term corporate goals and to enhance stakeholders' value. Models of the Corporate Governance code are many and different environments will need specific solutions to meet the demands of legal compliances and regulations. However, there is a universal principle, which percolates through the elements of governance, which calls for the affairs of the Company to be regulated in a manner that is transparent, ethical and accountable. In this pursuit, the Company is committed to transparency in all its dealing with its shareholders and others and to provide high quality products and services to its customers and places uncompromising emphasis on integrity and regulatory compliances. The basic philosophy of the Company has been to achieve business excellence, to enhance shareholders value, keeping in view the needs and the interest of the shareholders. In addition to compliance with regulatory requirements, Balkrishna Industries Limited endeavors to ensure that highest standards of ethical and responsible conduct are met throughout the organization.

BOARD OF DIRECTORS

The Company at the end of the year on 31st March 2016 has Ten Directors comprising of; Non-Executive & Non-Independent Directors, Non- Executive & Independent Directors and Whole Time Directors (Managing Director, Joint Managing Director and Director & Company Secretary).

The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board. The Chairman of the Board is Executive Chairman and is a Promoter of the Company. The number of the Independent Directors are 50% of the total number of Directors and the numbers of the Non-Executive Directors are 70% of the total number of Directors.

As required under Regulation 26(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Chairmanship and Memberships in Audit Committee and Stakeholders' Relationship Committee are only considered. Other directorships do not include directorships held in private limited companies and companies under Section 8 of the Companies Act, 2013. The Company is in compliance with the composition of Board of Directors in terms of the Listing Regulations.

** Mrs. Vijaylaxmi Poddar served as an Executive Director till 08.08.2015 and continues to serve as a Non- Executive Director w.e.f. 09.08.2015 .

Mr. Arvind Poddar, Mrs. Vijaylaxmi Poddar and Mr. Rajiv Poddar are relatives of each other. None of other Directors are related to any other Director on the Board.

Board Meetings

The Company held six Board Meetings during the financial year 2015-2016 and the gap between two meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013 and the Listing Regulation. The meetings were held on 14th May, 2015, 8th August, 2015, 9th November, 2015, 13th February, 2016 , 9th March, 2016 and 29th March, 2016 . All material information was circulated to the directors before the meeting or placed at the meeting , including information required to be made available to the Board as prescribed under Part A of Schedule II of Sub-Regulation 7 of Regulation 17 of the Listing Regulations.

In case of business exigencies, the Board’s approval is taken through circular resolutions. The circular resolutions are noted at the subsequent Board Meeting.

Apart from payment of sitting fees, the Company did not have any material pecuniary relationship or transactions with Non-Executive Directors during the year.

Post Meeting Mechanism

The important decisions taken at the Board/Board Committee meetings are communicated to the concerned departments/divisions.

Board Support : The Company Secretary is on Board and advises the Board on Compliances with applicable laws and governance.

Meeting of Independent Directors:

During the year, separate meeting of the Independent Directors was held on 29th March, 2016 without the attendance of nonindependent directors and members of the management. All Independent Directors attended the said meeting.

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Regulation, a separate meeting of the Independent Directors of the Company was held to review the performance of Non-independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively discharge their duties.

Evaluation of the Board's Performance:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

Familiarisation Programmes for Board Members:

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director on the Company's manufacturing, marketing, finance and other important aspects.

The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The induction for Independent Directors include interactive sessions with Managing Director, Joint Managing Director, Whole Time Director & Business and Functional Heads, visit to the manufacturing site etc. On the matters of specialized nature, the Company engages outside experts/consultants for presentation and discussion with the Board members.

The details of such familiarization programmes have been displayed on the company's website <https://cloud.bkt-tires.com/bkt-financials/> others/familiarisation-programme-for-independent-directors.pdf .

Compliance with the Code of Conduct:

The Board of Directors has adopted the Code of Conduct for Directors and Senior Management Personnel. The said Code has been communicated to the Directors and the Members of the Senior Management. The Code has also been posted on the Company's website <https://cloud.bkt-tires.com/bkt-financials/others/code-of-conduct.pdf>.

The Chairman & Managing Director has given a declaration that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code during the year 2015-2016.

Prohibition of Insider Trading:

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("The PIT Regulations"). The PIT Regulations has come into effect from May 15, 2015 and replaced the earlier Regulations. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed company.

The Company has adopted an 'Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders' ("the Code") in accordance with the requirements of the PIT Regulations.

The Code is applicable to Promoters and Promoter's Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. Mr. Vipul Shah is the Compliance Officer for monitoring adherence to the said Regulations. The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code is displayed on the Company's website viz. <https://cloud.bkt-tires.com/bkt-financials/others/code-of-practices-and-procedures-for-fair->disclosure-of-unpublished-price-sensitive-information.pdf.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee meetings are placed before the Board for noting.

The Board currently has the following Committees:

Audit Committee:

Audit Committee of the Board of Directors ("the Audit Committee") is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process. The composition, quorum, powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013, as applicable, besides other terms as referred by the Board of Directors.

The Audit Committee comprises of two Independent Non-Executive Directors viz. Mr. Sachin Nath Chaturvedi (Chairman), Mr. Khurshed Doongaji and Joint Managing Director Mr. Rajiv Poddar.

All the members are financially literate and the Chairman, Mr. Sachin Nath Chaturvedi is a Chartered Accountant. The Director & Company Secretary, Mr. Vipul Shah acts as the Secretary of the Committee. The Chief Financial Officer, President Commercial, Assistant General Manager ( Accounts ), the representatives of the Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee Meetings.

The Audit Committee met four times during the year on 14th May, 2015, 08th August, 2015, 9th November, 2015 and 13th February, 2016 where all the members of the Committee were present for the said meetings. The maximum gap between any two meetings was less than one hundred and twenty days.

The terms of reference of Audit Committee, inter alia consists

1) To review and recommend the quarterly financial statements of the company;

2) To review reports of the Internal Auditors quarterly;

3) To review weaknesses in internal controls reported by Internal as well as the Statutory Auditors.

The scope of activities of the Audit Committee is prescribed in Part C of Schedule II of this Regulation. Audit Committee also mandatorily reviews the information prescribed under Part C of Schedule III.

In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

The Chairman of the Audit committee was present at the last Annual General Meeting held on 11th July, 2015.

Nomination and Remuneration Committee:

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as referred by the Board of Directors.

The Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors comprising of Mr. Sachin Nath Chaturvedi (Chairman), Mr. Khurshed Doongaji and Mr. Ashok Saraf.

The terms of reference of the Nomination and Remuneration Committee, inter alia consists

1. Formulation of the criteria for determining qualification, positive attributes and independence of a director and to recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

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

3. Devising a policy on Board diversity;

4. 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.

During the financial year 2015-2016 Nomination and Remuneration Committee Meeting was held on 14th May, 2015 where all the members of the Committee were present for the said meeting.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting held on 11th July, 2015.

Performance Evaluation

The criteria for performance evaluation covers the areas relevant to the functioning as Independent Directors such as preparation, participation, conduct and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation the Directors who are subject to evaluation had not participated.

Remuneration of Directors

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees.

Remuneration to Non-Executive Directors

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees for participation in the Board/Committee Meetings as permissible under Rule 4 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to Managing/Joint Managing / Executive/Whole-Time Director:

Subject to the approval of the Board and of the Company in its General Meeting and such other approval as may be necessary, Managing/Joint Managing/Executive/Whole-Time Director are paid remuneration as per their terms of appointments. The remuneration structure comprises of salary, allowances, commissions, perquisites and employee benefits, if any.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee fixes remuneration of Managing/Joint Managing / Executive/Whole-Time Director and thereafter the same is approved by the shareholders at a General Meeting.

The Board of Directors takes all decisions regarding the remuneration of Non-executive Directors on Recommendations made by Nomination & Remuneration Committee

The Notice Period for the Managing /Joint Managing/Executive/Whole-Time Director is one month from either side for resigning/ terminating from the services of the Company.

Severance Fees

No Severance Fees has been paid or payable by the Company.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee deals with all matters relating to transfer of shares, issue of duplicate/new shares, subdivided and consolidated share certificates, demat/remat, Shareholders'/Investors' Grievance and its redressal.

The Committee comprises of Mr. Sachin Nath Chaturvedi (Chairman), Mr. Khurshed Doongaji and Mr. Vipul Shah - Members of the Committee. Mr. Vipul Shah, the Director & Company Secretary acts as the Compliance Officer of the Committee.

The above committee has met for four times during the financial year ended 31st March, 2016. The meetings were held on 14th May, 2015, 8th August, 2015, 9th November, 2015 and 13th February, 2016 where all the members of the Committee were present for the said meetings .

During the year, No Complaints/ queries were received. There was no complaint pending as on 31st March, 2016.

As at 31st March 2016, there was no Share Transfer pending for Registration for more than 15 days.

Corporate Social Responsibility (CSR) Committee (Renamed Corporate Social Responsibility & Governance Committee)

The Committee oversees corporate social responsibility, corporate governance and other business related matters referred by the Board or the Chairman, as and when deemed necessary, for the consideration and recommendation of the Committee. This Committee also discharges the role of Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2013 which includes formulating and recommending to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company as per Schedule VII to the Companies Act, 2013; recommending the amount of expenditure to be incurred; and monitoring the CSR Policy of the Company.

For the financial year 2015-2016 the CSR Committee comprised of Mrs. Vijaylaxmi Poddar (Chairperson), Mr. Arvind Poddar (Managing Director), Mr. Rajiv Poddar (Joint Managing Director) and Mr. Sachin Nath Chaturvedi (Independent Director).

The nomenclature of Corporate Social Responsibility Committee has been changed to Corporate Social Responsibility & Governance Committee w.e.f. 18th May, 2016. The committee is reconstituted which comprises of - Mr. Sachin Nath Chaturvedi (Chairman) Mr. Arvind Poddar (Member), Mr. Laxmidas Merchant (Member), Mr. Sanjay Asher (Member), Mr. Khurshed Doongaji (Member) and Mrs. Vijaylaxmi Poddar (Member).

The terms of reference of the Corporate Social Responsibility & Governance Committee, inter alia consists

1. To frame the CSR policy and its review from time to time.

2. To ensure effective implementation and monitoring of CSR activities as per the approved policy, plans and budget.

3. To ensure compliance with the laws, rules & regulations governing the CSR and to periodically report to the Board of Directors.

4. To frame Business Responsibility Reporting policy and its review from time to time.

5. To ensure Business Responsibility Report is prepared as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

6. To ensure effective implementation and monitoring of Business Responsibility Reporting activities.

The above committee has met four times during the financial year ended 31st March, 2016. The meetings were held on 14th May, 2015, 8th August, 2015, 9th November, 2015 and 13th February, 2016 where all the members of the Committee were present for the said meetings .

Means of Communication:

The Board of Directors of the Company approves and takes on record the un-audited financial results in the Proforma prescribed by the Stock Exchanges or SEBI "Listing Regulations" , within forty five days from the end of quarter/half year and announces forthwith the results to all the Stock Exchanges where the shares of the Company are listed. Further, the results are published in newspapers (The Business Standard and Sakal), as prescribed. The results are also posted on Company's Website www.bkt-tires.com <http://www.bkt-tires.com>. As the Company publishes the audited annual results within the stipulated period i.e. within sixty days of end of the financial year, as required by the listing agreement with the Stock Exchanges/SEBI "Listing Regulations", the audited results for the last quarter of the financial year are not separately published.

Detailed Presentations are made to Institutional Investors and Financial Analysts on the Un-audited Quarterly Financial Results as well as Audited Financial Results of the Company. The Presentations are also uploaded on the website of the Company and are sent to the Stock Exchange for dissemination.

Management Discussion and Analysis is a part of the Annual Report.

General Shareholder Information:

Annual General Meeting :

Date 6th August, 2016

Time 12:00 Noon

Venue B-66, Waluj MIDC , Waluj Industrial Area, Aurangabad – 431 136 (Registered Office)

Date of Book Closure

3rd August , 2016 – 4th August, 2016 ( Both days inclusively )

Dividend Payment Date

The board has decided to treat the Interim Dividend of Rs. 3.00 per equity share and a Special Dividend of Rs. 2.50 per equity share aggregating to Rs. 5.50 per equity share, already paid for the financial year ended 31st March, 2016 shall be treated as Final Dividend. The said dividend was paid on 28th March, 2016.

Financial Calendar for the year 2016-2017

Financial Year

First Quarterly Results Within 45 days from the end of quarter

Half Yearly Results Within 45 days from the end of quarter/half year.

Third Quarter Results Within 45 days from the end of quarter

Results for year end Within 60 days from the end of financial year.

The Company has paid Annual Listing Fees for the Financial Year 2015-16 to BSE Limited and National Stock Exchange of India Ltd

The Company has paid Annual Listing Fees for the Financial Year 2015-16 to BSE Limited and National Stock Exchange of India Ltd.

Company's shares are listed on :

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

National Stock Exchange of India Ltd

5th Floor, Exchange Plaza Bandra Kurla Complex Bandra (E), Mumbai 400 051

Stock Code

BSE Limited

Scrip Code No.: 502355(Demat)

National Stock Exchange of India Ltd.

NSE Code: BALKRISIND ISIN NO. : INE787D01026

(SEBI vide its Order No. WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016 (Order) has debarred Sharepro Services (India) Private Limited (Sharepro) from accessing the Capital Market. The Order also directs all the clients of Sharepro to carry out/switchover their activities related to a registrar to an issue and share transfer agent, either in-house or through another registrar to an issue and share transfer agent registered with SEBI.)

REGISTRAR AND SHARE TRANSFER AGENT

Karvy Computershare Pvt. Ltd.

Unit : (Balkrishna Industries Limited)

Karvy Selenium Tower B, Plot No. 31-32 Gachibowli, Financial District, Nanakramguda HYDERABAD - 500 032

Email Id: einward.ris@karvy .com

Phone: +91 40 6716 2222; Fax No: +91 40 2342 0814 Website: www.karvycomputershare.com  

Contact Person:

Mr. V K Jayaraman,

General Manager

Email : jayaraman.vk@karvy.com  

Mumbai address (for shareholder services) : B-24, Rajabhadur Mansion, 6, Amblal Doshi Marg Behind BSE Ltd , Fort, Mumbai - 400 001

Phone : +91 022 66235454

Share Transfer System:

Share transfer are processed and share certificates duly endorsed are delivered within a period of 15 days from the date of receipt, subject to documents being valid and complete in all respects. The company has delegated the authority to Share Transfer Agent. All documents, transfers, transmission, demat requests and other communications in relation thereto are required to be addressed to the Registrars directly.

Dematerialization of shares and liquidity:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services

Limited (CDSL) whereby shareholders have an option to dematerialise their shares with either of the depositories. As on 31st March 2016,

98.43% of Company’s Shares were dematerialised.

Outstanding ADR’s / GDR’s / Warrants or any convertible instruments, conversion date and likely impact on equity:

NOT APPLICABLE

Commodity price risk or foreign exchange risk and hedging activities

Fluctuation in Raw Material prices: The Company’s major raw material is Natural Rubber, which is an agricultural commodity and actively traded on the commodities exchanges. Its prices fluctuate significantly and have witnessed significant volatility in the past. During last two years, the raw material prices have been soft in the back drop of subdued business environment across the globe. Of late, it has started moving up. In certain raw materials, the movement has been sharp. We do not foresee any immediate reversal in the price trend.

In order to minimize such risks, the Company not only enters into medium-term contracts but also adopts the policy to “Buy and Stock” large quantities during the lean period.

Since most of the raw materials are imported, the company is exposed to foreign currency risk. However, it enjoys natural hedge as most of its revenues are in foreign currency.

Currency fluctuation: As stated earlier the company revenues are mainly generated through exports. The Company also imports lot of its raw materials and capital equipment’s. Moreover, all its borrowings are in foreign currency and it is therefore exposed to risks due to currency fluctuations.

The Company follows the system of hedging its receivables (net off payables) well in advance by entering into Forward Contracts, thereby protecting itself from the fluctuations in currencies.

The details of foreign currency exposure are disclosed in Note No. 44 to the Standalone Financial Statements.

Plant Locations

PLANTS :

TYRE MANUFACTURING : B-66, Waluj MIDC, Waluj Indl. Area, Aurangabad 431 136 (Maharashtra)

SP-923, RIICO Industrial Area, Phase-III, P.O. Bhiwadi 301 019 Dist. Alwar (Rajasthan) RIICO, Phase VIII, Chopanki P.O. Bhiwadi 301 707 Dist. Alwar. (Rajasthan) Village Padhdhar, Taluka Bhuj, Dist: Kutch 370 105 (Gujarat)

CALENDERING : SP4-886, RIICO Industrial Area Pathredi 301 707, Dist. Alwar, Rajasthan

WIND FARM : Village Soda Mada, Tehsil: Fatehgarh Dist. Jaisalmer (Rajasthan)

MOULD UNIT : Plot No. C-21 and TS-1, M.I.D.C, Phase No. I, Dombivali (E) 421 203, Dist. Thane (Maharashtra)

Address for Correspondence

BALKRISHNA INDUSTRIES LTD.

Registered Office :

B-66,Waluj MIDC, Waluj Industrial Area, Aurangabad : 431 136, Maharashtra.

Tel: (0240) - 6646950 / 999, Fax: (0240) - 2554143

Corporate Office :

BKT House, C/15, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (W), Mumbai 400013

Tel: 022 66663800 Fax: 66663899 E-mail: shares@bkt-tires.com

Other Disclosures: Related Party transactions

There were no transactions of material nature with its promoters, the Directors or the Management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at large.

Statements of transactions with related parties have been placed periodically before the Audit Committee. Transactions with related parties have also been disclosed in Note no.41 of the Financial Statements.

Policy on materiality of related party transactions and dealing with related party transactions has been displayed on the Company's website <https://cloud.bkt-tires.com/bkt-financials/others/policy-on-materiality-of-related-party-transactions-and-on-dealing->with-related-party-transactions.pdf.

Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

The Company has complied with all requirements specified under Listing Regulations as well as other regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets during the last three years.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulation, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company's website viz. <https://cloud.bkt-tires.com/bkt-financials/others/vigil-mechanism-and-whistle-blower-policy.pdf> .

Non-mandatory requirements

Adoption of non-mandatory requirements of Listing Regulation is being reviewed by the Board from time-to time. Subsidiary Companies:

The Company does not have any material subsidiary as defined under Listing Regulation .The Audit Committee reviews the financial statements and investments made by unlisted Subsidiary Companies. The minutes of the Board Meeting as well as statements of all significant transactions and arrangements entered into of the unlisted subsidiary companies are placed regularly before the Board of Directors for their review. However, the Company has formulated the Material Subsidiary Policy and uploaded on the website of the Company viz. <https://cloud.bkt-tires.com/bkt-financials/others/policy-for-determining-material-subsidiaries.pdf> .

Compliance with Governance Framework

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations, In which Regulation 21 of Listing Agreement i.e. Risk Management Committee is Not Applicable .

This Corporate Governance Report of the Company for the year 2015-2016 are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement with BSE Limited or National Stock Exchange of India Limited or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

Disclosure of Accounting Treatment

In the preparation of the financial statements, the Company has followed the 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 Notes to the Financial Statements.

Risk Management

Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board.

For and on behalf of the Board of Directors

ARVIND PODDAR

Chairman & Managing Director

Mumbai

 Dated :18th May, 2016