29 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:56 PM
Bombay Dyeing & Manufacturing Company Ltd.

BSE

  • 83.00 0.50 (0.61%)
  • Vol: 862256
  • BSE Code: 500020
  • PREV. CLOSE
    82.50
  • OPEN PRICE
    82.90
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    83.00(2154)

NSE

  • 83.00 0.00 (0%)
  • Vol: 2401072
  • NSE Code: BOMDYEING
  • PREV. CLOSE
    83.00
  • OPEN PRICE
    82.50
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    83.00(18024)

Bombay Dyeing & Manufacturing Company Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company's Philosophy on Code of Governance:

Your Company is fully committed to the principles of good corporate governance. In keeping with this commitment your Company has been upholding fair and ethical business and corporate practices and transparency in its dealings and continuously endeavours to review, strengthen and upgrade its Systems and processes so as to bring in transparency and efficiency in its various business segments.

2. Board of Directors:

During the year under review, 8 Board Meetings were held, the dates being 24th April, 2015, 25th May, 2015, 6th August, 2015, 24th September, 2015, 3rd November, 2015, 18th December, 2015, 8th February, 2016 and 31st March, 2016.

Board Committees:

The Board has constituted thefollowing Committees of Directors:

Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement and Regulation 18 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. The Committee comprises of members who possess financial and accounting expertise/exposure. The Committee consists of the following 5 Non-Executive Independent Directors:

Mr. Ishaat Hussain [Chairman] Mr. S. Ragothaman

Mr. R. A. Shah Mr. S. S. Kelkar Mr. S. M. Palia

The Managing Director, Chief Financial Officer, Internal Auditors, Cost Auditors, Statutory Auditors and other Senior Managers attend the Audit Committee Meetings as invitees. The Company Secretary acts as the Secretary to the Audit Committee.

The Company had adopted a revised Audit Committee Charter, containing the terms of reference effective from 1st October, 2014, in accordance with the Companies Act, 2013, and Clause 49 of the Listing Agreement. The Charter was suitably amended to incorporate the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from 14th May, 2015.

The role of the Audit Committee flows directly from the Board of Director's overview function on corporate governance, which holds the Management accountable to the Board and the Board accountable to the stakeholders. The term of reference of the Audit Committee broadly includes acting as a catalyst, in helping the organization achieve its objectives. The Audit Committee's primary role is to review the Company's financial statements, internal financial reporting process, internal financial controls, the audit process, adequacy, reliability and effectiveness of the internal control systems, vigil mechanism, related party transactions, monitoring process for compliance with laws and regulations and the code of conduct.

The Audit Committee also reviews the reports and presentations and the responses thereto by the management.

During the year under review, 4 Meetings of the Audit Committee were held, the dates being 22nd May, 2015, 6th August, 2015, 31st October, 2015 and 5th February, 2016.

Internal Audit and Control:

M/s. Ernst & Young, Chartered Accountants were appointed as the Internal Auditors of the Company with effect from 1st January, 2016. M/s. Aneja & Associates, Chartered Accountants, ceased to be the Internal Auditors of the Company with effect from 31st December, 2015.

Their internal audit plan and remuneration are approved by the Audit Committee. The reports and findings of the internal auditor and the internal control system are periodically reviewed by the Audit Committee

Whistle Blower policy:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, the Company has implemented a Whistle Blower Policy, with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Committee or Chairman of the Audit Committee of the Company to report instances of violations of laws, rules and regulations, unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The vigil mechanism also provides adequate safeguards against victimisation of persons who use such mechanisms and also to ensure direct access to the Ethics Committee or Chairman of the Audit Committee in appropriate or exceptional cases. The Board has approved the whistle blower policy which has been uploaded on the Company's website: <http://teknowits.com/bombaydyeing/Corporategov.aspx>

The Company had received a complaint under the Whistle Blower Policy. Based on their investigations, the Ethics Committee reported that the complaint by an employee against another employee lacked evidence and were based on apprehensions and did not proceed further in the matter.

(b) Nomination and Remuneration Committee:

The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee consists of the following Non-Executive Directors:

Mr. S. M. Palia (Chairman)

Mr. Ishaat Hussain

Mr. Nusli N. Wadia

Mr. R. A. Shah

Mr. S. Ragothaman Mr. A. K. Hirjee

The Chairman of the Committee, Mr. S. M. Palia, is an Independent Director.

During the year underre view, the Committeemet5times on 24th April, 2015, 25th May, 2015, 6th August, 2015, 24th September, 2015 and 31st March, 2016.

The broad terms of reference of the Nomination and Remuneration Committee includes:

¦ Setup and composition of the Board, its committees and the leadership team of the Company comprising of Key Managerial Personnel ("KMP" as defined under the Companies Act, 2013) and Executive Team (as defined by the Committee).

¦ Evaluation of performance of the Board, its Committees and Individual Directors.

¦ Remuneration for Directors, KMPs, Executive Team and other employees.

¦ Oversight of the familiarisation programme of Directors.

¦ Oversight of the HR philosophy, HR and people strategy and key HR practices.

Remuneration Policy:

Payment of remuneration to the Managing Director is governed by the Agreement executed between him and the Company. His Agreement is approved by the Board and by the shareholders. His remuneration structure comprises salary, incentive, bonus, benefits, perquisites and allowances, contribution to provident fund, superannuation and gratuity. The Non-Executive Directors do not draw any remuneration from the Company other than sitting fees and such commission as may be determined by the Board from time to time. The remuneration policy as approved by the Board is placed on the website of the Company: <http://teknowits.com/bombaydyeing/Corporategov.aspx>

*In the opinion of Nomination and Remuneration Committee, Mr. R. A. Shah, Director in the Company and is also a partner of Crawford Bayley & Co., a soliciter firm, possesses the requisite qualification for the practice of legal professional and has rendered services of a professional nature to the Company. The quantum of professional fees received by Crawford Bayley & Co. from the Company constitutes less than 10% of the total revenues of the legal firm.

Remuneration of Non-Executive Directors by way of commission, if any, is determined by the Board within the limits stipulated by the Special Resolution passed at the 134th Annual General Meeting held on 8th August, 2014. Earlier Non-Executive Directors were paid sitting fees at the rate of Rs. 40,000/- per meeting for attending the meetings of the Board of Directors/Committees thereof except Stakeholders Relationship Committee wherein the Non-Executive Directors were paid sitting fees at the rate of Rs. 10,000/- per meeting. At the Board Meeting held on 25th May, 2015, the Board revised the payment of sitting fees payable to Non-Executive Directors. Accordingly, the Non-Executive Directors are paid sitting fees at the rate of Rs. 60,000/- per meeting for attending the meetings of the Board of Directors/Committees thereof. Sitting fees for CSR Committee is Rs. 40,000/- and Stakeholders Relationship Committee is Rs. 15,000/- per meeting. The Independent Directors are paid sitting fees at the rate of Rs. 60,000/- per meeting of Independent Directors.

No stock options have been granted to Non-Executive Directors.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 ("Act") and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under revised Clause 49 of the Equity Listing Agreement ("Clause 49") and/ or various applicable regulations of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its committees and individual directors.

The performance of the Board and individual directors was evaluated by the Board seeking inputs from all the Directors. The performance of the committees was evaluated by the Board seeking inputs from the committee members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors. A separate meeting of Independent Directors was also held to review the performance of non-independent directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors. This was followed by a Board meeting that discussed the performance of the Board, its committees and individual directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of committees of the Board included aspects like composition of committees, effectiveness of committee meetings etc. The criteria for performance evaluation of the individual directors included aspects on contribution to the

Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairperson was also evaluated on the key aspects of his/her role.

(c) Stakeholders Relationship Committee:

The Committee's constitution and terms of reference are in compliance with provisions of the Section 178(5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The broad terms of reference of the said Committee are as follows:

i. To look into the redressal of grievances such as transfer of security, non-receipt of annual reports, dividends, interest etc. of various stakeholders of the Company viz. shareholders, debenture holders, fixed deposit holders and other security holders.

ii. To approve and monitor transfers, transmission, splitting, consolidation, dematerialisation, rematerialisation of securities issued by the Company and issue of duplicate security certificates.

iii. To carry out the functions as envisaged under the Code of Conduct to regulate, monitor and report trading by insiders and code of practices and procedures for fair disclosures of unpublished price sensitive information adopted by the Company in terms of Regulations 8(1), 9(1) and 9(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Committee consisted of 2 Non-Executive Directors and the Managing Director, namely: -

Mr. S. S. Kelkar (Chairman)

Mr. A. K. Hirjee

Mr. Jehangir N. Wadia

During the year under review, the Committee met once on 30th March, 2016 and all the members attended the meeting.

The Board at its meeting held on 20th October, 2010 and as modified by the Board at its meeting held on 28th May, 2013, had delegated the powers to approve transfer and transmission of securities, to issue consolidated/new certificates etc. subject to certain guidelines and limits laid down, severally to the Managing Director, Chief Financial Officer and the Company Secretary. Accordingly, the transfer and transmission of shares, issue of consolidated/ new certificates, etc. upto the limits laid down are approved on a weekly basis by any of the above delegatees. As per Rule 6(2)(a) of the Companies (Share Capital and Debentures) Rules, 2014 the duplicate share certificate is to be issued in lieu of those lost or destroyed, only with the prior consent of the Board or Committee thereof. Duplicate share certificates are therefore issued with the prior approval of the Committee.

Name and designation of Compliance Officer:

Company Secretary

Mr. J. C. Bham (upto 31st May, 2015)

Mr. K. Subharaman (from 1st June, 2015 upto 30th April, 2016)

No. of shareholders' complaints received during the year: 169

No. of complaints not resolved to the satisfaction of shareholders: Nil

No. of pending complaints: Nil

(d) Finance Committee:

The Finance Committee consists of thefollowing Directors:

Mr. S. S. Kelkar Mr. A. K. Hirjee Mr. S. Ragothaman Mr. Ness N. Wadia Mr. S. M. Palia

The terms of reference of the Finance Committee cover (i) Liability Management related to raising of Rupee/Foreign Currency resources both short-term and long-term to meet the funding requirements of the various operating divisions and approval of terms and conditions covering the borrowing programme; (ii) Foreign Exchange Management involving review of the Company's forex policy and providing direction to the Treasury Department with regard to maintenance and covering of open positions; (iii) Investment Management related to the employment of temporary and/or long-term surpluses of the Company in various securities whether or not traded on the stock exchanges like units of Mutual Funds and providing direction to the Treasury Department on the composition and the turnover of the investment portfolio from time to time and (iv) To open and operate various bank accounts of the Company. The Managing Director and Chief Financial Officer are permanent invitees.

During the year under review, the Committee met once on 26th February, 2016 and all members attended the meeting.

Communication was also undertaken by way of e-mails and discussions were held, as and when required, among the Committee members and decisions taken in matters coming within the Committee's purview.

(e) Executive Committee:

The Executive Committee consists of thefollowing Directors:

Mr. Nusli N. Wadia (Chairman)

Mr. S. Ragothaman

Mr. S. M. Palia

Mr. S. S. Kelkar

Mr. A. K. Hirjee

Mr. Ishaat Hussain

The Managing Director, Chief Financial Officer and Mr. Ness N. Wadia are permanent invitees.

Broad terms of reference of the Executive Committee include (i) review with the Business Heads of the operating divisions from time to time of business plans and strategies, (ii) addressing issues related to capital expenditure and (iii) review of performance of the business of the Company.

No meeting of the Executive Committee was held during the year under review.

The Company Secretary acts as the Secretary of the Committee.

(f) CorporateSocial Responsibility (CSR) Committee:

The Committee's constitution and terms of reference are in compliance with provisions of Section 135 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and applicable provisions of SEBI (LODR) Regulations, 2015.

The CSR Committee consists of the following Directors:

Mr. Ness N. Wadia (Chairman)

Mr. S. M. Palia

Mr. S. S. Kelkar

Dr. (Mrs.) Sheela Bhide

The CSR Committee will:

(i) review the existing CSR Policy from time to time and the activities to be undertaken by the Company towards CSR activities;

(ii) recommend the project/programme to be undertaken, amount of expenditure to be incurred, roles and responsibilities of various stakeholders, etc. in respect of CSR activities; and

(iii) monitor for ensuring implementation of the projects/ programmes undertaken or the end use of the amount spent by the Company towards CSR activities.

During the year under review, the Committee met twice on 24th April, 2015 and 7th August, 2015.

The details of CSR contribution has been provided in Annexure 'H' to the Directors' Report.

(g) Independent Directors Meeting:

During the year under review, the Independent Directors met on 31st March, 2016, inter-alia, to discuss:

¦ Evaluation of the performance of the Board as a whole;

¦ Evaluation of performance of the Non-lndependent Non-Executive Directors and the Board Chairman.

¦ To assess the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

(h) Familiarisation programme for Independent Directors:

The Board members are provided with necessary documents/ brochures and reports to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, business strategy and risks involved.

Quarterly updates on relevant statutory changes encompassing important laws are regularly circulated to the Directors.

The policy of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at <http://teknowits.com/bombaydyeing/> BoardofDirectors.aspx

4. Other disclosures:

(a) Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement and/or Regulation 23 of SEBI (Listing Obligations and Disclosures) Regulation, 2015, during the financial year were in the ordinary course of business and on an arm's length pricing 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 (AS18) has been made in the notes to the Financial Statements.

As required under clause 49(VIII) of the Listing Agreement and/or Regulation 23(1) of SEBI (Listing Obligations and Disclosures) Regulations, 2015, with Stock Exchanges, the Company has formulated a policy on Related Party

Transactions which has been put up on the website of the Company: <http://teknowits.com/bombaydyeing/Corporategov.aspx>

(b) Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: None.

(c) Risk Management:

A detailed review of business risks and the Company's plan to mitigate them is presented to the Audit Committee and Board. The Company has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee and Board.

The Company has formulated a Risk Assessment & Management Policy, duly reviewed by the Audit Committee, establishing the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting to the Board periodically. The Policy is applicable to all the functions and departments of the Company. The Risk Assessment & Management Policy is implemented through the establishment of the Risk Management Committee accountable to the Board of Directors. The Committee includes the Managing Director ('MD'), Chief Financial Officer, Chief Executive Officers, internal auditor of the Company and such other members as included by the Board/MD. The MD is the Chairman of the Committee.

(d) CEO/CFO Certification:

Mr. Jehangir N. Wadia, Managing Director and Mr. Puspamitra Das, Chief Financial Officer, have certified to the Board in accordance with Regulation 17(8) of SEBI (Listing Obligations and Disclosures) Regulations, 2015, pertaining to CEO/CFO certification for the financial year ended 31st March, 2016.

(e) Code of Conduct:

The Board of Directors has adopted the Code of Ethics and Business Principles for Non-Executive Directors as also for the employees including Whole-Time Directors and other members of Senior Management. The said Code has been communicated to all the Directors and members of the Senior Management. The Code has also been posted on the Company's website: <http://teknowits>. com/bombaydyeing/Corporategov.aspx

(f) Prevention of Insider Trading Code:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders and code of practices and procedures for fair disclosures of unpublished price sensitive information in terms of Regulations 8(1), 9(1) and 9(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

All the Directors, employees at senior management level and other employees who could have access to unpublished price sensitive information of the Company are governed by this code.

(g) Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During 2015-16, your Company received 1 complaint which was inquired into by it and the said complaint has been resolved.

5. Means of communication:

(i) Quarterly results:

The unaudited quarterly results are announced within forty-five daysfrom the end of the quarter and the audited annual results within sixty days from the end of the last quarter as stipulated under the Listing Agreement with the Stock Exchanges.

(ii) Newspapers wherein results normally published: Financial Express (all editions) & Mumbai Lakshadeep (Mumbai).

(iii) Any Website where displayed: www.bombaydyeing.com  

(iv) Whether Website also displays officiai news releases:

Yes. Financial Results, distribution of shareholding, notices and press releases, if any, are displayed on the website.

(v) Whether presentations made to institutional investors or to analysts:

No presentations were made to institutional investors or to analysts.

(vi) Management Discussion & Analysis Report:

The Management Discussion & Analysis Report is annexed to the Directors' Report and forms a part of the Annual Report.

6. General Shareholder information:

a. AGM: Date, time and venue:

Wednesday, 10th August, 2016 - 3.45 p.m. at Yashwantrao Chavan Center Auditorium, General Jagannathrao Bhonsle Marg, Nariman Point, Mumbai - 400021.

b. Financial calendar (tentative):

Financial results for the quarter ending 30th June, 2016: 2nd week August, 2016.

Financial results for the quarter ending 30th September, 2016: 2nd week November, 2016.

Financial results for the quarter ending 31st December, 2016: 2nd week February, 2017.

Financial results for the year ending 31st March, 2017: End May, 2017.

Annual General Meeting for the year ending 31st March, 2017: 1st or 2nd week of August, 2017.

(c) Book closure period:

Friday, 29th July, 2016 to Wednesday, 10th August, 2016, both days inclusive.

(d) Dividend payment date:

On or from 11th August, 2016.

(e) Listing on Stock Exchanges:

Currently, the Company's securities are listed at:

1. BSE Ltd., Mumbai.

2. National Stock Exchange of India Ltd. (NSE), Mumbai.

The Global Depository Receipts are listed at: Societe de la Bourse de Luxembourg.

Annual Listing Fees for the year 2016-17 have been paid to BSE Ltd. and National Stock Exchange of India Ltd.

Listing fee to the Societe de la Bourse de Luxembourg for listing of GDRs has been paid for the calendar year 2016.

(f) Stock Code:

BSE Ltd. (BSE): 500020

National Stock Exchange of India Ltd. (NSE): BOMDYEING

 (g) Change in Registrars and Transfer Agents ("RTA") from Sharepro Services (India) Pvt. Ltd., to M/s. Karvy Computershare Private Limited:

The Company's agreement with Sharepro Services (India) Pvt. Ltd. came to an end on 31st March, 2016 by efflux of time.

The Company at its Board Meeting held on 31st March, 2016, has appointed M/s. KARVY COMPUTERSHARE PRIVATE LIMITED, ('Karvy") having its Registered Office at "Karvy House" No 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500034, as the Company's Registrar and Transfer Agent with effect from 1st April, 2016.

M/s. Karvy Computershare Private Limited, Hyderabad, the Company's Registrar and Transfer Agent (R&TA) handle the entire share registry work, both physical and electronic. Accordingly, all documents, transfer deeds, demat requests and other communications in relation thereto including dividend should be addressed to the R&TA at its following offices:

1) Corporate office of RTA:

Karvy Computershare Private Limited (Unit : Bombay Dyeing)

Karvy Selenium Tower B, Plot 31-32,Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana - 500032, India

Telephone number: +91 40 6716 2222 Fax number: +91 40 2342 0814

E-mail: einward.ris@karvy.com Website: www.karvycomputershare.com

2) RTA's Mumbai front office address where investor requests/complaints/queries are entertained:

Karvy Computershare Pvt. Ltd. (Unit : Bombay Dyeing) 24-B ,Raja Bahadur Mansion, Ground Floor, Ambalal Doshi Marg, Behind BSE, Fort, Mumbai 400023. Tel: 022 6623 5454/412/427

(h) Share Transfer Details:

Share transfers in physical form are registered within a period of 7 to 15 days from the date of receipt in case documents are complète in all respects.

(i) Dematerialisation of shares and liquidity:

97.67% of the outstanding Equity Shares have been dematerialised up to 31st March, 2016. All shares held by Promoters/Promoter Group Companies have been dematerialised. Trading in Equity Shares of the Company on the stock exchanges, is permitted only in dematerialised form effective from 29th November, 1999, as per Notification issued by the Securities & Exchange Board of India (SEBI).

(j) Share Capital Audit:

M/s Parikh & Associates, Practicing Company Secretaries, have carried out the Secretarial Audit of the Company for the Financial Year 2015-16 and as per the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit Report in the prescribed format given by M/s. Parikh & Associates is annexed to this Report.

As stipulated by Securities and Exchange Board of India (SEBI), a qualified practising Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), shares held physically as per the register of members and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges, NSDL and CDSL and is also placed before the Board of Directors.

(k) Outstanding GDRs/Warrants, Convertible Bonds, conversion date and likely impact on equity:

(i) 27,79,425 GDRs were outstanding as at 31st March, 2016, each GDR representing one underlying equity share of Rs. 2/- each.

(ii) 928 (2014-15: 928) Warrants as part of the rights entitlement kept in abeyance out of the rights issue of non-convertible debentures (NCDs)/secured premium notes (SPNs) with two detachable warrants attached to each warrant at a price of Rs. 12 per share. Likely impact each NCD/SPN entitling the warrant-holder to apply for on full conversion will be Rs. 0.09 lakh on share capital and Rs. 0.46 lakh on share premium.

(l) In terms of Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, (which are still applicable as the relevant sections under the Companies Act, 2013, are yet to be notified), the Company has credited during the year ended 31st March, 2016, an aggregate amount of ? 11.99 lakhs to the Investor Education and Protection  Fund (IEPF).

(m) Plant Locations :

Textile Processing Unit,

B-28, MIDC Industrial Area, Ranjangaon, Tal. Shirur, Dist. Pune - 412 220.

Tel. No.: 021-38232700 / 38232800 Fax No.: 021-38232600. PSF Plant,

A-1, Patalganga Industrial Area, Dist. Raigad, Taluka Khalapur, Maharashtra.

Tel. No.: 952192 251096/103 Fax No.: 952192 250263.

Address for correspondence:

For share transfer/dematerialisation of shares/payment of dividend/other queries relating to shares:

Contact M/s. Karvy Computershare Private Limited at the addresses printed in Sr. No. 7(i) above.

For any queries on Annual Report or investors' assistance:

The Company Secretary OR The Dy. General Manager (Secretarial), at C-1, Wadia International Centre (Bombay Dyeing), Pandurang Budhkar Marg, Worli, Mumbai-400 025. Those members who want the above documents in physical

Tel: (91) (22) 66620000 Fax: (91) (22) 66193262.

Note: As required in terms of Clause 47(f) of the Listing Agreement and/or Regulation 13 of SEBI (Listing Obligations and Disclosures) Regulations, 2015, the Company hasdesignated an e-mail ID exclusively for the purpose of registering complaints by investors. The e-mail ID is:grievance_redressal_cell@bombaydyeing.com.

n) Green Initiative:

By virtue of Ministry of Corporate Affairs ("MCA") Circular  Nos. 17/2011 and 18/2011 dated 21st April, 2011 and 29th April, 2011 respectively, read with Rule 11 of the Companies (Accounts) Rules, 2014, service of documents may be made to members through electronic mode.

We therefore appeal to the members to be a part of the said ‘Green Initiative’ and request the members to register their name in getting the said documents in electronic mode by sending an email giving their Registered Folio Number and/or DP Id/Client ID to the dedicated email address at einward@karvy.com

Those members who want the above documents in physical form, must indicate their option by sending a letter or an email to the Registrar’s address or at the specially created e-mail ID einward@karvy.com giving their Registered Folio Number and/or DP Id/Client ID.

Non-Mandatory Requirements:

(a) Office of the Chairman of the Board:

The Company defrays the secretarial and travel expenses of the Chairman's Office.

(b) Shareholder rights - furnishing of half yearly results:

The Company's half yearly results are published in the newspapers and also posted on its website and are, therefore, not sent to the shareholders. However, the Company furnishes the quarterly and half yearly results on receipt of a request from the shareholders.

(c) Unqualified Financial Statements:

There are no  qualifications in the Auditors’ Report  on the  accounts for the year 2015-16.

Mumbai, 27th May, 2016.