CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
Company's philosophy on Corporate Governance is to achieve the highest levels of transparency, accountability in all its interactions with its stakeholders including shareholders, employees, lenders and the government. We believe that Corporate Governance is a voluntary and self discipline code which means not only ensuring compliance with regulatory requirements but by also being responsive to our stakeholders needs. Focus of the Company has always been to ensure continuing value creation for each of its stakeholders and above all to achieve business excellence with the goal of long-term sustainable development.
A Report on compliance with the principles of Corporate Governance as prescribed by The Securities and Exchange Board of India (SEBI) in Chapter IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is given below :
2. BOARD OF DIRECTORS :
Board Composition :
The strength of the Board of Directors as on 31st March, 2016 is Nine (9) out of which Six (6) are independent. The composition of the Board of Directors is in conformity with the Corporate Governance Code.
None of the Directors is a Member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Regulation 26 of Listing Regulations), across all the companies in which he/she is a Director.
Directors' Profile :
The Board of Directors is composed of highly renowned professionals drawn from diverse fields, who bring with them a wide range of skill and experience to the Board, which enhances the quality of the Board's decision making process.
The brief profile of the Company's Board of Directors is as under :
Shri Harsh V. Lodha, Chairman of the Company, a Chartered Accountant, serves on the Board of several reputed companies and as Trustee and Managing Committee Member of many social and philanthropic organizations. He is the member of managing committee of Assocham and executive committee member of Indian Chamber of Commerce where he has also served as Vice President. He has served as member of the executive committee of FICCI and served as the Co-chairman of its Young Leaders Forum. He has served as member of the Accounting Standards Board of the Institute of Chartered Accountants of India.
Apart from handling audits of several large publicly quoted companies in India and other professional work, he has been involved in and handled several Advisory assignments in the fields of international takeovers and financing, domestic financing, project structuring, capital mobilisation, joint ventures/collaborations, mergers/ reconstructions and rehabilitation.
Shri Pracheta Majumdar, Shri Pracheta Majumdar, Wholetime Director designated as Chief Management Advisor, a former Managing Director of CEAT Tyres Ltd., is a Mechanical Engineer and a Management Advisor by profession. He has worked in the fields of design and project management of Chemicals, Petrochemical and Fertilizer Plants. He has worked with Hindustan Unilever Limited for about 12 years. Shri Majumdar attended various international management courses organized by Unilever and Executive Development Programmes and Advanced Management Programmes conducted by Stanford University and Harvard Business School.
Shri Vikram Swarup is the Managing Director of Paharpur Cooling Towers Limited. He is a Mechanical Engineer and is an acknowledged authority on thermal design of cooling towers in India. He has vast experience in Marketing, Engineering and other General Management functions. He is Vice Chairman of Kalyan Bharti Trust which owns and operates The Heritage Group of Educational Institutions in Kolkata, a member of the School Management Committee of The Heritage School and Vice Chairman of the Board of Governors of the Heritage Institute of Technology. He is also the Senior National Vice President of the Indo-American Chamber of Commerce.
Shri Anand Bordia, a former Member of the Indian Revenue Service, was First Secretary, Trade High Commission of India, London, and worked in the Secretariat of the World Customs Organization, Brussels, for seven years. He held various senior positions in the Central Government. He was Member (Finance), National Highways Authority of India. He undertook consultancy projects for the Harvard Institute for International Development, UNODC and Asian Development Bank.
Shri B.B. Tandon, the former Chief Election Commissioner of India, also served as a Member of the Delimitation Commission. He was Secretary, Ministry of Personnel, as well as Secretary, Mines to the Government of India. He served as Additional Secretary in the Department of Company Affairs and Cabinet Secretariat. He was the convener of the Working Group on Revision of the Companies Act, 1956. In the State Government of Himachal Pradesh, he served as Principal Secretary, Department of Industries and Power as well as Chairman of the H.P. State Electricity Board. He is presently serving on the Board of a number of reputed companies.
Shri D.N. Ghosh is a former Secretary to the Govt. of India and a former Chairman of State Bank of India. He was the Founder Chairman of ICRA Ltd., the premier Rating Agency and former Chairman of Larsen & Toubro Ltd., Philips (India) Ltd. and the Management Development Institute, Gurgaon and Founder Chairman of the Indian Institute of Management, Lucknow.
Dr. Deepak Nayyar is an eminent economist and Emeritus Professor of Economics at Jawaharlal Nehru University. He has also taught at the University of Oxford, University of Sussex, IIM Calcutta and the New School of Social Research, New York. He was a Rhodes Scholar at Oxford and is Honorary Fellow, Balliol College, Oxford.
He served as Chief Economic Advisor to the Government of India and Secretary, Ministry of Finance and was Vice Chancellor, University of Delhi. He has published 14 books and more than 70 papers in academic journals. Dr. Nayyar was an Independent Director on the Board of ICRA, SAIL and ONGC.
Ms. Shailaja Chandra was a Member of the Indian Administrative Service (IAS) and a civil servant for 38 years who has distinguished herself in several roles including as Delhi's only woman Chief Secretary. Ms. Chandra also has additional 10 years of experience in Public Governance. Apart from 15 years of experience with the Central Government where Ms. Chandra held assignments in the Ministries of Defence, Power and Health, Ms. Chandra has worked in different parts of the country with the State Governments. She was Health Secretary in Delhi and joined the Government of India as Joint Secretary in the Ministry of Health & Family Welfare where she was promoted as Additional Secretary and later Secretary in the same Ministry. Ms. Chandra was Chairman, Public Grievances Commission and Appellate Authority under the Delhi Right to Information Act and was the first Executive Director of the National Population Stabilisation Fund, Ministry of Health & Family Welfare, Government of India.
Shri B.R. Nahar, Managing Director, is an eminent Chartered Accountant and has served in diverse fields at senior positions in large corporate houses. Businessworld magazine has identified him as the Most Valuable CEO among India's midsize cement companies at its issue dated 29th November, 2010.
Directors' Induction, Familiarisation and Training :
The Company acknowledges the importance of continuous education and training of the Directors to enable effective discharge of their responsibility.
Directors are regularly briefed about the industry's specific issues to enable them to understand the business environment in which the company operates. To enhance their skills and knowledge the Directors are regularly updated on the changes in the policies, laws and regulations, developments in the business environment etc. The Board members are provided necessary documents, reports and other presentations about the Company from time to time. Efforts are also made to familiarise the Directors about their roles, rights, responsibility in the Company, its business model and the environment in which the Company operates.
The details of such familiarisation programmes have been placed in the website of the Company under the web link/url:
Meetings, attendance and agenda of the Board Meetings :
During the year 7 Meetings of the Board of Directors of the Company were held i.e. on 7th May, 2015, 13th July, 2015,14th August, 2015, 4th November, 2015, 23rd December, 2015, 30th January, 2016 and 12th March, 2016. The maximum time gap between any two consecutive meetings was not more than one hundred and twenty days.
All the agenda items are backed by necessary supporting information and documents to enable the Board to take informed decisions. The Managing Director and the Chief Financial Officer makes presentation on the quarterly and annual operating & financial performance and on annual operating and capex budget. Presentations relating to major projects for which Board's approval are sought are also made. Post meetings, important decisions taken by the Board are communicated to the concerned officials and departments. The Board is also kept abrieved about the developments on various functional areas.
The composition and category of the Directors on Board, their relationship with other Directors, their attendance at the Board Meetings during the year and at the last Annual General Meeting, as also number of Directorships and Committee Memberships/ Chairmanships in other Companies and number of shares held by them as on 31st March, 2016 are as follows :
Video Conferencing :
The Companies Act, 2013 read with the relevant rules made thereunder, facilitates the participation of a Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the Meeting through video conferencing was made available for the Directors except in respect of such Meetings/Items which are not permitted to be transacted through video conferencing. During the year one of the director's participated in the Board Meeting through video conferencing.
Information Placed before Board of Directors :
The Company has complied with Part A of Schedule II of SEBI (LODR) Regulation 2015 read with regulation 17(7) of the said regulations with regard to information being placed before the Board of Directors.
Code of Conduct :
The Board of Directors has laid down a Code of Conduct for all Board members and all employees in management grade of the Company. The Code of Conduct is posted on the website of the Company.
All Board members and senior management personnel have confirmed compliance with the code.
A declaration signed by the Managing Director is attached and forms part of the Annual Report of the Company.
Code of Conduct of Independent Directors :
As per the provisions of Section 149(8) of the Companies Act, 2013 the company and independent directors shall abide by the provisions specified in Schedule IV. Further, Schedule IV lays down a code for
Independent Directors of the Company. Pursuant to the said provisions of the Companies Act, 2013, the Company has drafted a Code for Independent Directors of the Company and the same has also been placed on the website of the company.
3. AUDIT COMMITTEE :
3.1 The Company has an Audit Committee functioning since 1987. The role & terms of reference of the Committee are in conformity with the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations with the Stock Exchanges. The Committee acts as a link between the statutory & internal auditors and the Board of Directors.
3.2 The role of the Audit Committee shall include the following :
1. 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;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to :
a. 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.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. 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;
7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control system of a material nature and reporting the matter to the board;
16. 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;
17. 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;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
3.3 During the year, 4 meetings of the Audit Committee of the Company were held i.e. on 6th May, 2015, 13th August, 2015, 3rd November, 2015 and 29th January, 2016. The gap between any two meetings did not exceed 120 days complying with the Companies Act, 2013 and provisions of Listing Regulations.
The Managing Director, Chief Financial Officer, Head of Management Audit Department and representatives of the Statutory Auditors are permanent invitees to the Audit Committee Meetings. Internal Auditors are also invited for discussing with the Audit Committee members. The Cost Auditors appointed by the Company under Section 148 of the Companies Act, 2013 attend the Audit Committee Meeting, where cost audit reports are discussed.
The Company Secretary acts as the Secretary to the Committee.
4. NOMINATION AND REMUNERATION COMMITTEE :
4.1 The Nomination and Remuneration Committee shall act in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 and shall be responsible for:
i) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key management personnel and other employees;
ii) formulation of criteria for evaluation of Independent Directors and the Board;
iii) devising a policy on Board diversity;
iv) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every director's performance.
4.2 During the year, 3 meetings of the Nomination and Remuneration Committee of the Company were held i.e. on 6th May, 2015, 13th August, 2015 and 3rd November, 2015.
4.3 Remuneration Policy :
Pursuant to provisions of Section 178 of the Companies Act, 2013 and the Listing Regulations, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy for Directors and Senior Management, the details of which forms part of the Director' Report.
4.4 Performance Evaluation criteria :
The Nomination and Remuneration Committee of the Board approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Companies Act, 2013 and the Rules made thereunder and Listing Regulations, both in respect of Independent Directors and other Directors as applicable. The details in this regard are covered in the Directors' Report.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE :
5.1 Stakeholders Relationship Committee shall act in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 and inter alia approves transfer & transmission of shares, issue of duplicate/rematerialisation of shares and consolidation & splitting of certificates, redressal of complaints from investors etc.
5.2 Stakeholders Relationship Committee has been empowered to deal with and dispose of the instruments of transfer of shares in the Company including power to reject transfer of shares in terms of the provisions of the Companies Act, 2013, Securities Contract (Regulations) Act, Listing Regulations and the Company's Articles of Association and take necessary actions as may be required for the purpose and shall consider and resolve the grievances of shareholders and debenture holders of the Company including complaints related to non-receipt of balance sheet and non-receipt of declared dividends and interest on debentures.
5.3 During the year 4 meetings of the Stakeholders Relationship Committee of the Company were held i.e. on 7th May, 2015, 14th August, 2015, 4th November, 2015 and 30th January, 2016. The composition and the attendance of Directors at these meetings are as under :
5.4 In addition, the Stakeholders Relationship Committee approved 21 Resolutions by Circulation for effecting registration of transfer of shares and other issues concerning investor services during the year.
The Company has received 9 complaints from the shareholders during the year. All the complaints have been processed in time and replied/resolved to the satisfaction of the shareholders.
Further, all the requests for transfer of shares have also been processed in time and no transfer was pending for registration for more than 15 days as on March 31, 2016.
Shri Girish Sharma, the Company Secretary, is the Compliance Officer.
6. COMMITTEE OF DIRECTORS :
6.1 The Committee of Directors has been constituted by the Board of Directors of the Company with necessary powers delegated to it with a view to conduct the affairs of the Company smoothly.
6.2 During the year no meeting of the Committee of Directors of the Company was held. The composition of Committee is as under :
7. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE :
7.1 The Corporate Social Responsibility (CSR) Committee has been constituted by the Board of Directors of the Company as per the provisions of Section 135 of the Companies Act, 2013 read with Corporate Social Responsibility (CSR) Rules, 2014.
7.2 The terms of reference of the Corporate Social Responsibility Committee of the Company are as under :
(a) to formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013;
(b) to recommend the amount of expenditure to be incurred on the activities referred to in clause (a) in a Financial Year;
(c) to monitor the Corporate Social Responsibility Policy of the company from time to time; and
(d) any other matter/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company.
7.3 During the year 3 meetings of the CSR Committee were held on 7th May, 2015, 14th August, 2015, and 4th November, 2015.
8. INDEPENDENT DIRECTORS' MEETING :
During the year under review, the Independent Directors met on 30th January, 2016 and 12th March, 2016, inter-alia, to discuss :
8.1 Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole.
8.2 Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
8.3 Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
9. SUBISIDIARY COMPANIES :
There is no material non-listed Indian subsidiary Company requiring appointment of Independent Director of the Company on the Board of Directors of the subsidiary companies. The requirements of the Listing Regulations with regard to subsidiary companies have been complied with.
11. DISCLOSURES :
i) Disclosure on materially significant related party transactions :
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the Listing Regulations during the financial year were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company.
Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the Note No. 2.43 to the Financial Statements.
The Policy on Related Party Transaction can be accessed at the link http://www.birlacorporation.com/investors/related-partytransactions- policy.pdf.
ii) Disclosure on 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 have been set out in the Notes to the Financial Statements.
iii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges, SEBI or any Statutory Authority on any matter related to Capital Markets :
The Company has complied with all the requirements of the Listing Agreement and/or Listing Regulations with the Stock Exchanges as well as regulations and guidelines of SEBI. No penalties or strictures were imposed by SEBI, Stock Exchanges or any statutory authority on matters relating to Capital Markets during the last three years.
iv) Risk Management :
The Company has laid a comprehensive Risk Assessment and Minimization Procedure which was presented to the Audit Committee and reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.
The Risk assessment procedures are updated as per requirements to ensure that the risks are properly dealt and mitigated.
v) Vigil Mechanism/Whistle Blower Policy :
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4 of the Listing Regulations the Company has framed a Vigil Mechanism/Whistle Blower Policy and the same has also been placed on the website of the Company. None of the employees of the Company has been denied access to the Audit Committee.
vi) Details of compliance with mandatory requirements and adoption of non-mandatory requirements :
The Company has complied with all the applicable mandatory requirements. The Company has not adopted the non-mandatory requirements of the Listing Regulation except that relating to the appointment of separate post of Chairman and CEO.
vii) Policy for determining 'material' subsidiaries :
The Company does not have any 'material' subsidiary.
12. PREVENTION OF INSIDER TRADING :
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May, 2015.
Pursuant thereto, the Company has formulated and adopted a new Code for prevention of Insider Trading.
The new code viz. "Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" has been framed and adopted. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.
The Board of Directors and the designated employees have confirmed compliance with the Code.
13. CEO & CFO CERTIFICATION :
The Managing Director and Chief Financial Officer of the Company have issued necessary certificate pursuant to the provisions of the Listing Regulations with the Stock Exchanges and the same is attached and forms part of the Annual Report.
14. COMPLIANCE CERTIFICATE OF THE AUDITORS :
Certificate from the Company's Statutory Auditors M/s. H.P Khandelwal & Co. confirming compliance with conditions of Corporate Governance as stipulated under Listing Regulations with the Stock Exchanges is attached and forms part of the Annual Report.
15. MEANS OF COMMUNICATION :
The quarterly, half-yearly and the annual financial results are published in English & vernacular newspapers and are also furnished to the Stock Exchanges with whom the Company has listing arrangements to enable them to put them on their websites. The Company has its own website i.e. www.birlacorporation.com wherein all relevant information along with the financial results & shareholding patterns are available. The Management Discussion & Analysis, forms part of the Directors' Report is covered in the Annual Report.
16. GENERAL SHAREHOLDERS' INFORMATION :
16.1 Annual General Meeting
Date and Time : 8th July, 2016, 10.30 A.M.
Venue : Kalpataru Uttam Mancha 10/1/1, Monohar Pukur Road Kolkata - 700 026
16.2 Financial Calendar (tentative and subject to change)
1st Quarterly Results : Within 45 days of the end of the quarter
2nd Quarterly/Half yearly Results Within 45 days of the end of the quarter:
3rd Quarterly Results: Within 45 days of the end of the quarter
Audited yearly Results for the year ending 31st March, 2017 : Within 60 days of the end of the Financial Year
16.3 Date of Book closure
2nd July, 2016 to 8th July, 2016 (both days inclusive)
16.4 Dividend Payment date
Credit/dispatch of dividend warrants between 9th July, 2016 and 15th July, 2016.
16.5 Listing of Shares & Debentures :
A. Ordinary Shares
The Ordinary shares are at present listed at the following Stock Exchanges.
Name of the Stock Exchange Stock Code/Symbol
1. National Stock Exchange of India Ltd. (NSE)
Exchange Plaza, C - 1 , Block - G Bandra-Kurla Complex Bandra (East), Mumbai- 400 051
Stock Code/Symbol :BIRLACORPN - EQ
2. BSE Ltd. (BSE)
Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai-400 001
Stock Code/Symbol :500335
The Privately placed Secured Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market Segment of BSE Ltd.
16.6 ISIN Code for the Company's Ordinary Shares :
16.7 ISIN Code for various series of Debentures is as under :
Secured Redeemable Non-Convertible Debentures Series-1 : INE340A07035
Secured Redeemable Non-Convertible Debentures Series-3 : INE340A07050
Secured Redeemable Non-Convertible Debentures Series-4 : INE340A07068
Annual Listing fees as prescribed, has been paid by the Company to the above Stock Exchanges for the financial year 2015-16.
16.8 Corporate Identity Number (CIN) :
16.11 Registrar & Share Transfer Agent :
MCS Share Transfer Agent Limited
12/1/5 Monohar Pukur Road Kolkata -700 026
Phone : (033) 4072 4051 to 4053 Fax : (033) 4072 4054
E-mail : firstname.lastname@example.org
16.12 Share Transfer System :
Share transfers in physical form are generally registered within 15 days from the date of receipt provided the documents are found to be in order. Stakeholders Relationship Committee considers & approves the transfer proposals.
All requests for dematerialisation of shares, which are found to be in order, are generally processed within 15 days and the confirmation is given to the respective depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
16.14 Unclaimed Dividends :
The Company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education & Protection Fund established by the Government. The Company will in November & December, 2016 transfer to the said fund, the Interim & Final dividend respectively for the year ended 31st March, 2009 which have remained unclaimed / unpaid.
16.15 Details of outstanding shares in the Unclaimed Suspense Account :
In terms of Regulation 39(4) read with Schedule VI of the Listing Regulations, the details in respect of equity shares lying in the suspense account which was issued in demat form and physical form, respectively, is as under :
During the year, there was no movement in the holding. The voting, dividend and other rights on the shares in the suspense account as on March 31, 2016 shall remain frozen till the rightful owners of such shares claim the shares.
16.18 Dematerialisation of Shares and liquidity :
As on 31st March, 2016, 99.22% of the Company's total ordinary shares representing 76403705 shares were held in dematerialised form and 601642 shares representing 0.78% of paid-up share capital were held in physical form.
16.19 Reconciliation of Share Capital Audit :
As stipulated by Securities and Exchange Board of India (SEBI), a practicing Chartered Accountant carries out the Reconciliation of Share Capital Audit 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. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges, and is also placed before the Board of Directors.
16.20 Plant Locations :
The Company's plants are located at Satna (Madhya Pradesh), Chanderia (Rajasthan), Kolkata, Birlapur and Durgapur (West Bengal), Raebareli (Uttar Pradesh), Chakan (Maharashtra) and Gurgaon (Haryana).
16.21 Address for Correspondence :
The shareholders may address their communications/suggestions/ grievances/queries to :
The Company Secretary
Birla Corporation Limited
Birla Building 9/1, R.N. Mukherjee Road, Kolkata-700 001
Tel. No. : (033) 66166726, 66166738, 66166737 Fax : (033) 2248-7988 / 2872
16.22 Exclusive e-mail id for Investors' Grievances :
Pursuant to Clause 85 of the Listing Regulations with the Stock Exchanges, the following e-mail id has been designated for communicating investors' grievances : email@example.com
16.23 E-mail id pursuant to Green Initiative in the Corporate Governance :
For registering the e-mail id for receiving the notices/documents including Annual Reports of the Company electronically the following e-mail id has been designated : firstname.lastname@example.org