29 Apr 2017 | Livemint.com

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BASF India Ltd.

BSE

  • 1,364.35 44.55 (3.38%)
  • Vol: 10066
  • BSE Code: 500042
  • PREV. CLOSE
    1,319.80
  • OPEN PRICE
    1,321.00
  • BID PRICE (QTY.)
    1,370.00(16)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 1,370.85 0.00 (0%)
  • Vol: 62192
  • NSE Code: BASF
  • PREV. CLOSE
    1,370.85
  • OPEN PRICE
    1,335.55
  • BID PRICE (QTY.)
    1,370.85(588)
  • OFFER PRICE (QTY.)
    0.00(0)

BASF India Ltd. Accounting Policy

Report on Corporate Governance

The Company has complied with the requirements of Corporate Governance as stipulated in Chapter IV of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance is aimed at assisting the management in the efficient conduct of the business and in meeting its obligations to its stakeholders. A strong emphasis on transparency, accountability and integrity guide its philosophy.

The commitment to good Corporate Governance is embodied in its values:-

• Creative

• Open

• Responsible

• Entrepreneurial

The value "Responsible" indicates that we act responsibly as an integral part of society and thereby adhere to our compliance standards.

The Company has consistently shown a high level of commitment towards effective Corporate Governance and has been at the forefront of benchmarking its internal systems and policies with global standards.

The Company's philosophy on Corporate Governance envisages attainment of higher levels of transparency, accountability and ethical conduct in all facets of its operations and interactions with its stakeholders including shareholders, employees, customers, suppliers, government, lenders and the community at large. It aims to increase and sustain its corporate value through growth and innovation.

The Company believes that its operations and actions must serve the underlying goal of enhancing the interests of its stakeholders over a sustained period of time, in a socially responsible way.

The Company through its "We create chemistry" strategy has made sustainability the mainstay of its existence and has integrated the same into all its business processes and Corporate Social Responsibility activities.

The BASF Code of Conduct, which sets forth the Company's policies on important issues aims to develop a genuine culture where employees act as role models in promoting business ethics and legal compliance.

2. BOARD OF DIRECTORS AS ON 3rd MAY, 2016

The Company is fully compliant with the Corporate Governance norms in respect of the constitution of the Board of Directors. The Board at BASF India Limited represents an optimum mix of professionalism, knowledge, gender and experience.

Based on the declarations / disclosures received from Mr. R. A. Shah, Mr. R. R. Nair, Mr. Pradip Shah and Mr. Arun Bewoor, they do not serve as Independent Directors on the Board of more than 7 listed Companies. They are also not acting as Whole-time Directors on the Board of any listed Company. Mr. R. A. Shah, Mr. R. R. Nair, Mr. Pradip Shah and Mr. Arun Bewoor, were appointed as Independent Directors of the Company to hold office for a term of 5 consecutive years from 1st April, 2014 to 31st March, 2019 and are not liable to retire by rotation.

The terms and conditions of appointment of Independent Directors are available on the Company's website viz.; www.basf.com/in  at: <http://on.basf.com/28MLzfO>

The Company also has a familiarization programme for its Independent Directors, which is available at: <http://on.basf.com/28Ohq09> and at <http://on.basf.com/28Ohxs1>

• Number of Board Meetings held during the financial year along with the dates of the meetings:

Seven Board Meetings were held during the financial year 2015-16 on the following dates:

(1) 6th April, 2015 (2) 7th May, 2015 (3) 28th July, 2015 (4) 20th August, 2015

(5) 20th October, 2015 (6) 19th January, 2016 (7) 30th March, 2016

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of Board and Committee meetings is circulated to the Directors well in advance to enable them to plan their schedule and ensure meaningful participation in the meeting. However, in case of special and urgent business need, the Board's approval is taken by passing resolutions by circulation, as provided under the Companies Act, 2013, which is noted and confirmed in the subsequent Board Meeting. The notice and the agenda of Board Meetings along with the draft of the relevant documents and explanatory notes wherever required, are given well in advance to all the Directors to enable them to discharge their responsibilities effectively and take informed decisions.

B. All pecuniary relationships or transactions of the non-executive Directors vis-a-vis, the Company.

Mr. R. A. Shah, Mr. Pradip P. Shah, Mr. R. R. Nair and Mr. Arun Bewoor, Independent Non-Executive Directors of the Company do not have any material pecuniary relationship with the Company other than the sitting fees payable to them. Details of sitting fees paid are given at Serial No. 4(b) of this report. M/s. Crawford Bayley & Co., Solicitors & Advocates, in which Mr. R. A. Shah is a Senior Partner renders professional services to the Company. Mr. Shah has confirmed that the transactions with the Company do not exceed 10% of the gross receipts of M/s. Crawford Bayley & Co.

Independent Non-Executive Directors do not hold any shares or convertible instruments in the Company except Mr. R. A. Shah who holds 80 shares of the Company jointly with Ms. Shefali Shah.

Mr. Gops Pillay, Dr. Rainer Diercks and Dr. Andrea Frenzel were not paid any commission during the financial year 2015-16. Mr. Gops Pillay, Dr. Rainer Diercks and Dr. Andrea Frenzel represent BASF SE ("Holding Company" of the Company). They do not hold any shares and convertible instruments of the Company.

C. Relationships between Directors Inter-se.

None of the Directors of the Company are in any way related to each other.

3. AUDIT COMMITTEE

The Board of Directors of the Company constituted an Audit Committee on 1st March, 2001. The Chairman of the Audit Committee is an Independent Non-Executive Director. During the financial year 2015-2016, 5 Audit Committee Meetings were held on 7th May, 2015, 28th July, 2015, 20th October, 2015, 19th January, 2016 and 30th March, 2016, respectively.

Mr. R. R. Nair is an alumni of Stanford & Michigan Universities and has specialized in the field of personnel management, human resources and organization development. Mr. R. A. Shah is a Senior Partner of M/s. Crawford Bayley & Co., Solicitors & Advocates and specializes in a broad spectrum of Corporate laws. Mr. Pradip P. Shah holds a Master's degree in Business Administration from Harvard Business School. Mr. Pradip P. Shah is also a first rank holder in Chartered Accountancy examinations. He is also a Cost Accountant. Mr. Arun Bewoor has received Advanced Management Education from Indian Institute of Management, Ahmedabad & Columbia University, New York, USA. All the members of the Audit Committee are professionals and financially literate within the meaning of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Narendranath J. Baliga, Vice President, Finance & Corporate Processes, South Asia was present at all the meetings of the Audit Committee as Permanent Invitee.

Mr. Pradeep Chandan, Director - Legal, General Counsel & Company Secretary was appointed as Secretary of the Audit Committee on 2nd April, 2010 and was present at all the meetings of the Audit Committee.

The constitution of the Audit Committee meets with the requirements of Regulation 18 and Schedule II Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

The minutes of the meetings of the Audit Committee were noted at the Board Meetings. The Chairman of the Audit Committee, Mr. R. R. Nair, was present at the 71st Annual General Meeting held on 20th August, 2015.

Statutory Auditors, Internal Auditors and Cost Auditors, as needed, are invitees to the meetings.

The terms of reference of the Audit Committee (stipulated by the Board) under Regulation 18 and Schedule II Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

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

b. Recommend the appointment, re-appointment and, if required, replacement or removal of Statutory Auditors & Cost Auditors, fixation of the audit fees and approving payments for any other services.

c. Review with the Management, the annual and quarterly financial statements and auditor's report thereon before submission to the Board, focusing primarily on:

> Matters required to be included in the Directors' Responsibility Statement forming part of 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 the accounting policies and practices and reasons for the same.

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

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

> Compliance with listing & other legal requirements concerning financial statements.

> Disclosure of any related party transactions.

> Qualifications in draft audit report.

d. Review with Management, the performance of Statutory and Internal Auditors and adequacy of internal control systems.

e. Review and monitor auditors' independence and performance and effectiveness of audit process.

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

g. Scrutiny of inter-corporate loans and investments.

h. Valuation of undertakings or assets of the Company.

i. Evaluation of internal financial controls and risk management systems.

j. Review the adequacy of internal audit function, including if applicable, the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

k. Discussions with the Internal Auditors of any significant findings and follow-up thereon.

l. Review 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.

m. Discussions with Statutory Auditors before the audit commences, of the nature and scope of audit as well as have post-audit discussion to ascertain any areas of concern.

n. Look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors.

o. Review the Company's financial and risk management policies.

p. Review the functioning of the Whistle Blower mechanism.

q. Appointment of Chief Financial Officer and terms of his appointment.

r. Monitoring the end use of the funds raised through public offers, if any and other related matters

s. Reviewing the annual cost audit report submitted by the Cost Auditors.

t. Reviewing the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions;

• Management letters/letters of internal control weaknesses issued by the Statutory Auditors;

• Internal audit reports relating to the internal control weaknesses;

• The appointment, removal and terms of remuneration of the chief internal auditor;

The Audit Committee is vested with the necessary powers, as defined in its charter, to achieve its objectives.

4. NOMINATION & REMUNERATION COMMITTEE

The Board of Directors of the Company constituted a Nomination and Remuneration Committee on 29th July, 2013. The Chairman of the Nomination and Remuneration Committee is an Independent Non-Executive Director. During the financial year 2015-2016, 2 meetings of the Nomination and Remuneration Committee were held on 7th May, 2015 and 30th March, 2016 respectively.

Mr. Pradeep Chandan was appointed as Secretary of the Nomination and Remuneration Committee on 29th July, 2013 and was present at all the meetings of the Nomination and Remuneration Committee.

The minutes of the meetings of the Nomination and Remuneration Committee were noted at the Board Meetings. The Chairman of the Nomination and Remuneration Committee, Mr. R. R. Nair, was present at the 71st Annual General Meeting held on 20th August, 2015.

The key terms of reference of the Nomination & Remuneration Committee (stipulated by the Board) under Regulation 19 and Schedule II Part D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

- To 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 Directors, Key Managerial Personnel and other employees.

- To formulate criteria for evaluation of the performance of Independent Directors and the Board;

- To devise a policy on Board diversity;

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

- To extend or continue the term of appointment of the Independent Directors on the basis of the report of performance evaluation of the Independent Directors.

• Performance Evaluation Criteria for Independent Directors (ID)

The Nomination & Remuneration Committee has formulated the criteria for evaluation of Independent Directors. The performance of the Independent Directors was evaluated during the year based on the said criteria.

• Performance Evaluation of the Board

The Board carries out the evaluation of the performance of every Director, Key Managerial Personnel and other employees who are part of the Senior Management at regular intervals.

The purpose of the evaluation is to assess the performance of Directors in discharging their responsibilities and to evaluate how effectively the Board, the Directors and the other Committees are fulfilling their role and duties.

The Chairman of the Nomination & Remuneration Committee conducts an annual Board evaluation and a peer evaluation survey to assess the performance of the Board as a whole and that of individual Board members. Performances are being assessed based on clearly defined objective criteria, which are in line with the Company's policy of being data-oriented in every transaction and decision. Performances are measured against commitments and best-in-class benchmarks. Plans for orderly succession of Board of Directors and Senior Management are also in place.

As required under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was also held on 30th March, 2016 to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

• Remuneration of Non-Executive Independent Directors

The remuneration to be paid to the Non-executive Independent Directors is decided by the Board, subject to the approval of the shareholders of the Company. The remuneration shall not exceed 1% of the net profit of the Company for each financial year calculated as per the provisions of the Companies Act, 2013. Considering the performance of the Company for the financial year ended 31st March, 2016, the Independent Directors of the Company did not receive any commission from the Company. Only sitting fees were paid to the Independent Directors for attending the meetings of the Board and/or Committee thereof as fixed by the Board of Directors of the Company. Reference may be made to table (b) below for details of sitting fees paid to Independent Directors for the financial year ended 31st March, 2016.

• Criteria for payment of sitting fees to Non-Executive Independent Directors:

The criteria for payment of sitting fees to Non-Executive Independent Directors is based on:

a) Company's operations.

b) Number of Board Meetings & Committee meetings attended during a financial year.

c) Time devoted towards the affairs of the Company.

d) Performance of the Company during a financial year.

e) Additional work/areas performed.

• Policy on Remuneration to the Managing Director, Whole-time Director, Key Managerial Personnel (KMP) and Senior Management Personnel(s):

Remuneration to the Managing Director, Whole-time Directors shall be in accordance with the provisions of the Companies Act, 2013. Increments to the existing remuneration/compensation structure shall be recommended by the Nomination & Remuneration Committee to the Board, which shall be within the overall maximum limits of managerial remuneration approved by the shareholders for the Managing Director and Whole-time Directors of the Company. The overall managerial remuneration in respect of any financial year should not exceed 11 percent of the net profits of the Company for that financial year.

If in any financial year, the Company has no profits or its profits are inadequate, the Company shall make payment of remuneration within the maximum limits as minimum remuneration to the Managing Director and Whole-time Directors of the Company based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Shareholders and the Central Government in accordance with the provisions of the Companies Act, 2013 and Schedule V thereof.

The payment of remuneration to Managing Director and Whole-time Directors was within the limits approved by the Central Government.

The Company does not have Employee Stock Options Scheme for its Directors and Employees. Some of the Executive Directors and Senior Management personnel are, however, eligible for the BASF Option Program of the parent Company, BASF SE, Germany.

5. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board of Directors of the Company constituted a Shareholders' / Investors' Grievance Committee on 1st March, 2001. The said Committee was renamed as Stakeholders' Relationship Committee on 31st July, 2014. The Chairman of the Stakeholders' Relationship Committee is Non-Executive Independent Director. During the financial year 2015-2016, 2 meetings of the Stakeholders' Relationship Committee were held on 28th July, 2015 and 19th January, 2016 respectively. The minutes of the Stakeholders' Relationship Committee are noted at the Board Meeting. The Chairman of the Stakeholders' Relationship Committee Mr. R. R. Nair, was present at the 71st Annual General Meeting held on 20th August, 2015.

The terms of reference of the Stakeholders' Relationship Committee covers the matters specified in Part D of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee looks into redressal of shareholders' and investors' complaints/grievances. The Committee also looks into complaints concerning transfer of shares, non-receipt of balance sheet, non-receipt of dividends etc. The Committee oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor service.

The Company has a Share Transfer Committee comprising of Dr. Raman Ramachandran as Chairman, Mr. Arun Bewoor and Mr. Narendranath J. Baliga as members, which approve all matters related to shares vis-a-vis transfers, deletions, transmissions, dematerialization and rematerialization of shares, etc. The Committee meets from time to time and approves the transfers and transmission of shares and deletion of names, issue of duplicate share certificates, etc.

Name, designation and address of the Compliance Head is as follows:

Mr. Pradeep Chandan

Director - Legal, General Counsel & Company Secretary

BASF India Limited

Plot No. 37, Chandivali Farm Road Chandivali, Andheri (East) Mumbai-400072, India.

A summary of the complaints received, cleared / pending during the financial year under review are given below:

During the financial year under review, 8 complaints (including Complaints under SCORES) were received and the same have been redressed/answered to the satisfaction of the shareholders. There were no investor grievances which remained unattended/pending for resolution for more than 30 days and nor any request for share transfers and dematerialization received during the financial year under review were pending for more than the time limit prescribed under the Listing Regulations with the Stock Exchanges.

CEO/CFO Certificate:

A certificate from the Chief Executive Officer (Managing Director) and the Chief Financial Officer on the financial statements and other matters of the Company as provided in Regulation 17(7) and Schedule II Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year ended 31st March, 2016 was placed before the Board at its meeting held on 3rd May, 2016 and the same is also annexed to this report.

6. DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

Brief resume of the Director seeking re-appointment is as under:

Dr. Rainer Diercks (DIN: 01725080) was appointed as a Director of the Company on 23rd January, 2006 in the casual vacancy caused by the resignation of Dr. E. Baumgartmer. Dr. Diercks has studied Chemistry at the Universities of Hamburg and Berkeley. Dr. Diercks has over 25 years of experience in the BASF Group. He was appointed as President, Inorganics Division in 2001 and thereafter President, Chemicals Research & Engineering Division in 2004. In 2007, he was appointed as Member of Board of DECHEMA e.V, Frankfurt. Since 2010, Dr. Diercks is the President of Petrochemicals Division of BASF.

Dr. Rainer Diercks does not hold any shares in the Company either in his own name or for any other person on beneficial basis. Dr. Rainer Diercks may hold shares of the parent Company BASF SE as part of the BASF Option Program.

7. DISCLOSURES

(a) The Company does not have any subsidiaries.

(b) The Company has formulated a policy on Related Party Transactions, which has been duly approved by the Board. The Policy is available on the website of the Company www.basf.com/in  in the 'Investor Relations' section. All the transactions of the Company with its related parties were on arms' length basis and in the ordinary course of business. All the related party transactions have been approved by the Audit Committee and/or Board of the Company. The approval of the non-related shareholders for transactions with material related parties namely; BASF SE, BASF South East Asia Pte. Ltd and BASF Belgium Co-ordination Centre was obtained at the 71st Annual General Meeting of the Company held on 20th August, 2015. The register of contracts containing the transactions in which Directors are interested is placed before the Board for its approval at every Board Meeting. Transactions with related parties as per requirements of Accounting Standard 18 are disclosed in Note No. 25(17) to the Accounts in the Annual Report and they are not in conflict with the interest of the Company.

(c) The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No strictures or penalties have been imposed on the Company either by SEBI or the Stock Exchanges or any other statutory authority for non-compliance of any matter related to the capital markets.

(d) The Company has formulated a Whistle Blower Policy which provides adequate safeguards against victimization of Director(s)/employee(s)/3rd parties who avail of the mechanism and also provides direct access to the Chairman of the Audit Committee in exceptional cases as detailed in the Policy. The details of the Whistle Blower Policy are available on the website of the Company www.basf.com/in  in the 'Investor Relations' section. No person has been denied access to the Chairman of the Audit Committee.

(e) The Company has complied with the mandatory requirements of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(f) Risk Management

The Company has a mechanism in place to inform the Board about risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

(g) The Company manages its foreign exchange risks by hedging its net exposure with the use of appropriate hedging instruments (e.g. forward contracts). The derivatives are used only for hedging purposes and speculation is strictly prohibited.

(h) The Management Discussion & Analysis Report forms part of this Annual Report.

8. MEANS OF COMMUNICATION

• The Quarterly and Half-yearly Unaudited Financial results are generally published in widely circulating national and local newspapers such as 'The Economic Times' (in English) and 'Maharashtra Times' (in Marathi). These results are not sent to each household of shareholders.

• The Company's Financial results/official news releases and other important Investor related information are periodically displayed and uploaded on the Company's website, viz., www.basf.com/in  in the 'Investor Relations' section.

• During the year, the Company made a presentation to the Analysts' on 12th August, 2015 and the presentation has been uploaded on the Company's website, viz., www.basf.com/in in the 'Investor Relations' section.

10. GENERAL SHAREHOLDERS INFORMATION

(a) The Annual General Meeting of the Company will be held on Thursday, 11th August, 2016 at 3.00 p.m. at Yashwantrao Chavan Pratishthan Auditorium, Y. B. Chavan Centre, General Jagannath Bhosale Marg, Nariman Point, Mumbai-400021.

(b) The Company's financial year begins on 1st April and ends on 31st March.

Financial Calendar (tentative)

Results for quarter ending June 30, 2016 1st week of August, 2016

Annual General Meeting 11th August, 2016

Results for quarter ending September 30, 2016 1st week of November, 2016

Results for quarter ending December 31, 2016 4th week of January, 2017

Results for the year ending March 31, 2017 1st / 2nd week of May, 2017

c) Period of book closure:

Friday, 5th August, 2016 to Thursday, 11th August, 2016 (both days inclusive) for the purposes of Annual General Meeting and payment of dividend.

Dividend payment date:

16th August, 2016.

Listing on Stock Exchanges:

The equity shares of the Company are listed on the following Stock Exchanges:

Name of the Stock Exchange Address

 

BSE Ltd. (BSE)

1st Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Mumbai 400 001

The National Stock Exchange of India Limited (NSE)

Exchange Plaza, 5th floor, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (East), Mumbai-400 051

The Company has paid the annual listing fees for the financial year 2016-17 to both the Stock Exchanges.

(f) Stock Code : 500042

SYMBOL : BASF

Demat ISIN No. in NSDL : INE373A01013

Demat ISIN No. in CDSL : INE373A01013

Market Price Data: High/low market price of the Company's equity shares traded on BSE Ltd.

(g) Registrar & Share Transfer Agent:

TSR Darashaw Limited

Registered Office & Investors Relation Centre

TSR Darashaw Limited

Unit : BASF India Limited,

6-10, H. M. Patrawala Industrial Estate, Near Famous Studio, 20, Dr. E. Moses Road, Mahalaxmi (West), Mumbai - 400 011.

Tel. No. : +91 22 66568484 Extn: 411/412/413 Fax No. : +91 22 66568494

Email : csg-unit@tsrdarashaw.com

(h) Share Transfer System:

Presently, share transfers which are received in physical form are processed by the Registrar & Share Transfer Agent and approved by the Share Transfer Committee which meets four times in a month and the share certificates are returned within a period of 15 days from the date of lodgment, subject to the transfer documents being found proper and complete in all respects.

 (i) Dematerialization of shares:

The Company's equity shares are held in dematerialized form by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) under ISIN INE373A01013. As on 31st March, 2016, 4,25,75,632 equity shares, representing 98.36% of the voting capital of the Company have been dematerialized.

(j) As of date, the Company has not issued GDRs/ADRs/Warrants or any convertible instruments.

(k) Locations of Manufacturing Plants:

Ankleshwar, Gujarat

Unit I

Plot Nos. 6214/6216, GIDC Phase IV Ankleshwar - 393 002, Gujarat

Unit II

Plot No. 8001, GIDC Phase VI, Ankleshwar - 393 002, Gujarat.

Nellore, Andhra Pradesh

Plot 1 & 1A, APIIC Industrial Park, Menakur village, Block B Naidupet Mandal, SPSR Nellore District Andhra Pradesh.

Dahej, Gujarat

4B, Dahej Industrial Estate, Village Dahej, Taluka Vagra, District Bharuch,

Gujarat - 392130.

Nalagarh, Himachal Pradesh

Khasra No. 87/1 Village: Beer Plassis Nalagarh, District: Solan, Himachal Pradesh.

Kolkata, West Bengal

Plot No. F-7, Vidyasagar Industrial Park, Kharagpur, Paschim Medinipur, West Bengal.

Mangalore, Karnataka

Bala/Thokur Village, Surathkal-Bajpe Road, Mangalore Taluka, Dakshina Kannada District, Karnataka - 575 030.

Navi Mumbai, Maharashtra

Plot Nos. 12 & 13, TTC Industrial Area, MIDC, Thane - Belapur Road, Turbhe, Navi Mumbai - 400 705, Maharashtra

Plot Nos. C-68 & C-68Pt., TTC Industrial Area, MIDC Thane-Belapur Road, Turbhe, Navi Mumbai - 400 613, Maharashtra.

(o) Address for correspondence:

Mr. Manohar Kamath BASF India Limited,

Plot No. 37, Chandivali Farm Road, Chandivali, Andheri (East) Mumbai-400072, India. Tel. : 022- 28580200 / Fax: 022- 28580299 Email : manohar.kamath@basf.com

11. CODE OF CONDUCT

The Company has established Code of Conduct for its Board Members and Senior Management personnel. The Company has also formulated a Code on Prevention of Insider Trading.

The Code of Conduct for the Board Members and Senior Management personnel is available on the Company's website at: <http://on.basf.com/28Q7lOY>

All the Board members and Senior Management personnel have complied with the Code of Conduct.

The Company has complied with the corporate governance requirements specified in regulations 17 to 27 and the mandatory requirements under Schedule II and regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares lying in the demat suspense account or unclaimed suspense account of the Company and hence the details of the same are not provided.

On behalf of the Board of Directors

RAMAN RAMACHANDRAN, Ph.D.

Chairman & Managing Director

(DIN: 00200297)

Mumbai

Dated: 3rd May, 2016.