29 Apr 2017 | Livemint.com

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Carborundum Universal Ltd.

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Carborundum Universal Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

(PURSUANT TO SCHEDULE V OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Corporate Governance refers to the system of rules, practices and processes by which a Company is directed and controlled. It provides the structure through which a Company sets its objectives and the framework within which these objectives are pursued in the context of the social, regulatory and market environment.

Governance essentially involves aligning the interests of the various stakeholders in a Company and encompasses practically every sphere of management, from action plans and internal controls to performance measurement and corporate disclosures.

1. CUMI'S CORPORATE GOVERNANCE PHILOSOPHY

Carborundum Universal Limited ("CUMI"), a constituent of the Murugappa Group, is committed to highest standards of Corporate Governance in all its activities and processes. Key elements in Corporate Governance are transparency, internal controls, risk management, internal/external communications and good standards of safety and health. The Board recognises that governance expectations are constantly evolving and is committed to keeping its governance standards under review to meet both letter and spirit of the law and its own demanding levels of business ethics. CUMI considers Corporate Governance as the cornerstone for sustained superior performance and for serving all its stakeholders. The Company's continuing contribution to the society through meaningful Corporate Social Responsibility initiatives, be it direct initiatives in the establishment and administration of CUMI Skill Development Centre or indirect initiatives through contributions to eligible implementing agencies in the core sectors of health & education, plays a significant role in its governance standards. The entire process begins with the functioning of the Board of Directors, with leading professionals and experts serving as Independent directors and representing in various Board Commitees.

The Corporate Governance philosophy of the Company is driven by the fundamental principles of:

• Adhering to the governance standards beyond the letter of law;

• Maintaining transparency and high degree of disclosure levels;

• Maintaining clear distinction between personal and corporate interest;

• Having a transparent corporate structure driven by business needs and

• Ensuring compliance with applicable laws.

The Board being aware of its fiduciary responsibilities, recognises its responsibilities towards all stakeholders and to uphold highest standards in all matters concerning the Company. It has empowered responsible persons to implement its broad policies and guidelines besides setting up adequate review processes.

The Board provides strategic guidance on affairs of the Company in addition to reviewing the performance and monitoring the implementation of plans periodically. The Independent Directors provide an objective judgement on matters placed before them.

The Company's day to day affairs are managed by the Managing Director, assisted by a competent management team under the overall supervision of the Board. The Company's commitment to ethical and lawful business conduct is a fundamental shared value of the Board, senior management and all its employees.

Consistent with its Values and Beliefs represented by the Five Lights - spirit of the Murugappa Group, the Company has formulated a Code of Conduct applicable to the Board and senior management which is posted on the website of the Company at <https://www.cumi-murugappa.com/policies>. html. An annual declaration is obtained from every person covered by the Code of Conduct. A declaration to this effect signed by the Managing Director is annexed to this report.

The Board is committed to representing the long term interests of the stakeholders and in providing effective governance over the Company's affairs and exercise reasonable business judgment on the affairs of the Company.

2.1 Composition

The Board has been constituted in an appropriate manner, to preserve its independence and to separate the Board functions of governance and management. The Board members are eminent persons and have collective experience in diverse fields of technology, engineering, banking, management, legal and compliance. The Directors are elected based on their qualification and experience in varied fields. The Board has formulated a Board Diversity policy to ensure an optimum composition such that the talent of all members of the Board blend together to be as effective as possible.

As at 31st March 2016, the Board comprises of 8 members with a majority of the m being Independent Directors.

2.2 Board Meetings

The Board has a formal schedule of matters reserved for its consideration and decision to ensure that it exercises full control over significant, strategic, financial, operational and compliance matters. These include setting performance targets, reviewing operational and financial performance against set targets, evolving strategy, approving investments, ensuring adequate availability of financial resources, overseeing risk management and reporting to the shareholders.

Besides, information on statutory compliance of applicable laws, minutes of meetings of the sub-committees of the Board, summary of decisions taken at the Board meetings of the subsidiary companies and information required underthe Listing Regulations are provided to the Board on a quarterly basis. The Board periodically reviews the compliance of applicable laws and gives appropriate directions wherever necessary. Timely and relevant information is provided bythe Company to the Directors to facilitate effective participation and contribution during the meetings.

During the year ended 31st March 2016, there was no Indian subsidiary Company which could be classified as material non-listed Indian subsidiary as per the terms of the Listing Regulations. The Board reviews the significant transactions and arrangements of the unlisted subsidiary companies besides being apprised of their business plan and performance. The Company has also formulated a policy for determining 'material subsidiaries' in line with the requirements of the Listing Regulations. A copy of the policy

2.3 Details of the Board Members as on 31st March 2016 is available on the website of the Company and the link is <https://www.cumi-murugappa.com/policies.html>.

The Company has laid down procedures to inform the Board members about the risk assessment and minimisation procedures. The Board reviews the significant business risks identified by the management and the mitigation process being undertaken.

During the year, the Board in line with the requirements of the Listing Regulations has formulated the following policies:

• Policy for determining 'materiality' for disclosure of events/informations to stock exchanges

• Policy for preservation and archival of documents

The dates of the Board meetings are fixed in advance for the full calendar year and during the year ended 31st March 2016, eight Board meetings were held on 1st May 2015, 23rd June 2015, 3rd August 2015, 31st October 2015, 4th February 2016, 5th February 2016, 11th March 2016 and 25th March 2016. Besides the formal Board meetings, the Independent Directors hold meetings without the participation of Non-Independent Directors and members of the management. During the year, a meeting of the Independent Directors was held on 25th March 2016. Further, at their meeting held on 4th May 2016, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairman taking into account views of the Executive and Non-Executive Directors and also assessed the quality, quantity and timeliness of flow of information between the management and the Board.

2.4 Board familiarisation

The Members of the Board are provided with many opportunities to familiarise themselves with the Company, its management and operations. At the time of appointing a Director, a formal letter of appointment is given to him/her, along with a Directors handbook which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Handbook also enumerates the list of compliance obligations and other disclosures required from the Director under the Companies Act, Listing Regulations and other relevant regulations.

By way of an introduction to the Company, the newly inducted Director is presented with the corporate dossier which traces the Company's history over 60 years of its existence and gives a glimpse of value chain of its products. The Managing Director at the first Board meeting in which the new Director participates makes a detailed presentation on the Company, its various business segments and profile, manufacturing locations, organisation structure and other market related information. Exclusive plant visits are also organised for the new Director. Further, with a view to familiarise the existing Directors with the Company's operations on an ongoing basis, plant visits are periodically organised for the Directors. During the year, a visit of the facilities of the Company and its joint venture company at Serkaddu and Ranipet was undertaken by the Board members on 4th February 2016. Further, Mr. Aroon Raman, Director visited the Sriperumbudur facility during the year and had interactions with the operating team at the facility. In the backdrop of a dynamic regulatory scenario, regulatory changes impacting the Company is briefed at every meeting on quarterly basis.

The above initiatives help the Directors to understand the Company, its businesses and the regulatory framework in which the Company operates, thus enabling him/her to effectively fulfill their role as a Director of the Company. The details of the familiarisation programme is also uploaded and is available on the Company's website at the following link <https://www.cumi-murugappa.com/policies.html>

2.5 Board evaluation

During the year, the Board conducted an evaluation of its own performance, individual Directors as well as the working of the Committees as per the Board evaluation framework adopted by it. The manner and criteria for the evaluation of the Directors including the Independent Directors of the Company is detailed in the Directors report.

3. BOARD COMMITTEES

The Board has constituted various committees to support the Board in discharging its responsibilities. There are five committees constituted by Board - Audit Committee, Nomination and Remuneration Committee,

Risk Management Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The Board at the time of constitution of each committee determines the terms of reference and also delegates further powers from time to time. Various recommendations of the Committees are submitted to the Board for approval and the minutes of all meetings of the Committees are circulated to the Board for information.

In addition to the above, the Board from time to time constitutes committees of Directors for specific purposes. During the year, no meetings of such committees were held.

3.1 Audit Committee

Terms of Reference

The role of the Audit Committee includes overseeing the financial reporting process and disclosure of financial information, review of financial statements before submission to the Board, review of adequacy of internal control system, findings of internal audit, related party transactions, scrutiny of inter-corporate loans & investments, approval of related party transactions, valuation of assets/undertakings of the Company, appointment of registered valuers etc., besides recommending the appointment of statutory auditors and their remuneration to the Board and approval of payments to statutory auditors for non-audit services. The Audit Committee also reviews the financial statements of unlisted subsidiary companies, in particular, the investments made by them.

Composition & Meetings

The Audit Committee comprises entirely Independent Directors and all members of the committee are financially literate. The Chairman of the Board, the Statutory Auditor, Internal Auditor and members of the management committee are invited to attend all meetings of the  Committee. The Cost Auditor is invited to attend meetings in which the Cost Audit Report is being considered. Further, as a good corporate governance practice, a separate discussion of the  Committee with the Statutory Auditors and the Internal Auditors without the presence of the management team is held periodically.

During the year, the Committee had five meetings for reviewing the financial statements and considering the internal audit reports and audit plan. Composition and attendance of the  Committee members at the meetings held during the year are given below

3.2 Nomination and Remuneration Committee

Terms of Reference

The Role of the Committee is to (a) recommend to the Board the appointment of Directors (b) recommend re-election of Directors retiring by rotation (c) recommend the remuneration including pension rights and periodic increments of the Managing/Whole-time Director(s) (d) determine the annual incentive of the Managing/ Whole time Director(s) (e) recommend to the Board, the Commission payable annually to each of the Non-Whole-time Directors, within the limits fixed by shareholders (f) formulate, implement, administer and superintend the Employee Stock Option plan/Scheme(s) of the Company (g) formulating criteria for appointment of Directors and senior management and identification of persons who may be qualified to be appointed in these positions (h) devise policy on Board diversity (i) formulate criteria for evaluation of Independent Directors/Board, evaluation of the Directors' performance (j) recommend Remuneration policy to the Board (k) ensuring Board Diversity etc.

The Committee has formulated the criteria for determining the qualifications, positive attributes and independence of a Director and the criteria for senior management positions in terms of Section 178(3) of the  Companies Act, 2013 besides laying down the criteria for Board evaluation. The Board evaluation including that of the Independent Directors is done based on the evaluation framework detailed elsewhere in the report. The Company also has in place a Board approved policy relating to the remuneration for Directors, Key Managerial Personnel and other employees which had been duly recommended by the Committee. The Policy is available in the link <https://www.cumi-murugappa.com/> policies.html.

Board Diversity Policy

The Company recognises and embraces the benefits of having a diverse Board and the Board diversity policy sets out the approach in this regard. A truly diverse Board comprising of appropriately qualified people with a broad range of experience relevant to the business of the Company, is integral to its success and is also an essential element in maintaining a competitive advantage on a sustainable basis.

In line with the policy, the Board is balanced by members having complementary knowledge, expertise and skills in areas such as business strategy, finance, legal, marketing, manufacturing, technology and such other areas that the Board considers desirable.

Composition & Meetings

The Committee comprises of three members with all of them being Independent Directors. The Committee met on three

3.3 Risk Management Committee

Terms of Reference

The Board has constituted a Risk Management Committee for monitoring the risk management process in the Company.

The role of this Committee is to periodically review the Risk Management Policy and the annual risk management framework and ensure that they are comprehensive and well developed, to periodically review the process for systematic identification and assessment of the business risks, to assess the critical risk exposures by specialised analysis and quality reviews and report to the Board the details of any significant developments relating to these and the steps being taken to manage the exposures, identify and make recommendations to the Board, to the extent necessary on resources action and staffing required for effective risk management.

Composition & Meetings

The Committee comprises of an Independent Director who is the Chairman of the Committee and the Managing Director. The management committee members comprising the senior management executives are invited to the Committee meeings.

3.4. Stakeholders Relationship Committee Terms of Reference

The terms of reference of this Committee includes formulation of investors' servicing policies, review the redressal of investors complaints and approval/overseeing of transfers, transmissions, transpositions, splitting, consolidation of securities, demat/remat requests, finalisation of terms of issue of debt instruments including debentures, approval of their allotment, administering the unclaimed shares suspense account, authorising the terms of various borrowings & creating security in respect thereof, allotment of shares on exercise of Options by employees under the Employees Stock Option Scheme and performing other functions as delegated to it by the Board from time to time.

Composition & Meetings

During the year, there was one investor service complaint pertaining to non-receipt of share certificate submitted for dematerialisation post rejection of the request. It was resolved to the satisfaction of the shareholder. There were no investor service complaints pending as at 31st March 2016.

Mrs. Rekha Surendhiran, Company Secretary continues to be the compliance officer for the purpose of compliance with the requirements of the  Listing Regulations.

Karvy Computershare Private Limited, Hyderabad, is the Company's Registrar and Share Transfer Agent (RTA). The contact details are available in the General Shareholders Information section of the  Report.

3.5 Corporate Social Responsibility Committee

Terms of Reference

The Board has constituted a Corporate Social Responsibility (CSR) Committee in line with the requirements of the Companies Act, 2013 for assisting the Board in discharging its corporate social responsibility. The Board has approved a CSR policy formulated and recommended by the Committee which is uploaded and available on the Company's website at the following link <https://www.cumi-murugappa>. com/policies.html. The functions of the Committee includes recommending the amount of expenditure to be incurred on the CSR activities, monitoring the implementation of CSR activities as per the CSR Policy of the Company from time to time.

Composition & Meetings

The Committee comprises of two Independent Directors and the Managing Director as its members. The Management Committee members are invited to the Committee meetings.

The Committee met on three occasions during the year. The composition and attendance of Committee members are as follows:

4. DIRECTORS' REMUNERATION

4.1 Policy

The compensation of the Managing Director comprises a fixed component and a performance incentive based on certain pre-agreed parameters. The compensation is determined based on levels of responsibility and scales prevailing in the industry. The Managing Director is not paid sitting fees for any Board/Committee meetings attended by him. The Managing Director was granted options under the Employee Stock Option Scheme in year 2007. However, no options were granted to him during the financial year 2015-16.

The compensation to the Non-Executive Directors takes the form of commission on profit. Though shareholders have approved payment of commission upto 1% of net profit of the Company for each year, the actual commission paid to the Directors is restricted to a fixed sum. This sum is reviewed periodically taking into consideration various factors such as performance of the Company, time spent by the Directors for attending to the affairs and business of the Company and extent of responsibilities cast on Directors under general law and other relevant factors.

In keeping with evolving trends in industry, the practice of paying differential commission to Directors based on time spent by them has also been adopted. Given the size and nature of its operations and also the rich experience that the Chairman possesses in the field of engineering, a considerable amount of time is spent by him in connection with the operations of the Company. Apart from playing an active role in guiding and advising on matters connected with strategy and management, he spends considerable time on developing/managing relationships with the Company's business partners both in India and overseas. The Chairman also plays an active role in matters connected with CUMI's organisation culture which is critical for the Company to deliver superior performance besides devoting time for technology related issues impacting the Company. Further, the Chairman spends a lot of time participating in various events, conclaves and functions of Industry bodies, Academic Institutions and interactions with high level State Authorities representing the Company.

The Non-Executive Directors are also paid sitting fees within the limits set by government regulations for every Board/ Committee meeting attended by them.

6. WHISTLE BLOWER POLICY / VIGIL  MECHANISM

The Company has established a whistle blower mechanism to provide an avenue to raise concerns, if any, in line with the Company's commitment to the high standards of ethical, moral and legal conduct of business. The mechanism also provides for adequate safeguards against victimisation of employees who avail of the mechanism and also for appointment of an Ombudsperson who will deal with the complaints received. The policy also lays down the process to be followed for dealing with complaints and in exceptional cases, also provides for direct appeal to the Chairperson of the Audit Committee. In line with the requirements of the Companies Act, 2013, the Policy coverage extends to the Directors of the Company and the ombudsman for dealing with any referrals made by Board members is the Chairman of the Audit Committee. The Whistle blower policy is available on the Company's website at the following link <https://> www.cumi-murugappa.com/policies.html. It is affirmed that during the year, no employee has been denied access to the Audit Committee.

7. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. During the year, the Code had been revised in line with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Company's shares above a threshold and prohibits the purchase or sale of Company securities by the

Directors and the designated employees (together called Designated Persons) while in possession of unpublished price sensitive information in relation to the Company. Further, trading in securities is also prohibited for Designated Persons during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

8. DISCLOSURES

During the year, there were no material transactions with Related Parties. The Company has devised a policy on dealing with Related Party Transactions and the same is available in the website of the Company in the link <https://www.cumi->murugappa.com/policies.html.

The disclosure of the  commodity price risks/foreign exchange risk and hedging activities of the  Company have been made in Director's report.

Further, the requirements of Regulation 17 to Regulation 27 of the Listing Regulations and clauses (b) to (i) of the sub-regulation 2 of Regulation 46 to the extent applicable to the Company have been complied with as disclosed in this Report.

Further, there were no instances of non-compliance by the Company nor were there any penalties or strictures imposed on the Company by the stock exchange, SEBI or any statutory authority on any matter related to capital markets in the preceding three years.

9. MEANS OF COMMUNICATION

Your Company recognises the significance of dissemination of timely and relevant information to shareholders. In order to enable the stakeholders to understand the financial results in a meaningful manner, the Company gives a press release along with the publication of quarterly/annual financial results.

The quarterly unaudited financial results and the annual audited financial results are normally published in Business Line or Business Standard (in English) and Makkal Kural (in Tamil). Press releases are given to all important dailies. The financial results, press releases and presentations made to institutional investors/ analysts are posted on the Company's website i.e. www.cumi-murugappa.com

10. MANAGEMENT DISCUSSION & ANALYSIS

In order to avoid duplication and overlap between the Directors' Report and a separate Management Discussion & Analysis (MD&A), the information required to be provided in the MD&A has been given in the Directors Report itself as permitted bythe Listing Regulations.

11. NON-MANDATORY REQUIREMENTS

The quarterly financial results are published in leading financial newspapers, uploaded on the Company's website, and any major developments are conveyed in the press releases issued bythe Company and posted in the Company's website. The Company therefore did not send the half yearly performance update individually to the shareholders of the Company.

The expenses incurred by the Chairman in performance of his duties are reimbursed. Other non-mandatory requirements have not been adopted at present.

12. CEO/CFO CERTIFICATION

Mr. K Srinivasan, Managing Director and Mr. Sridharan Rangarajan, Chief Financial Officer have given a certificate of the Board on matters relating to financial reporting, compliance with relevant statutes and adequacy of internal control systems as contemplated in Regulation 17(8) read with Part B ofSchedule II of the  Listing Regulations.

13. AUDITOR'S CERTIFICATE ON CORPORATE  GOVERNANCE

The Auditor's certificate on Corporate Governance is annexed.

14. GENERAL SHAREHOLDER INFORMATION

A separate section in this regard is annexed and forms part of this report.

15. SHAREHOLDERS SATISFACTION SURVEY

An online survey is posted on the Company's website at the following link <https://www.cumi-murugappa.com/survey/> index.php. A shareholder who has not yet submitted the survey can go to the following link and take part in the survey. We request the shareholders who have not yet participated in the survey to use this link and provide us their valuable feedback.

16. INSTRUCTIONS TO SHAREHOLDERS

Shareholders holding shares in physical form are requested to address their communications regarding change in address/contact details by quoting their folio number to the Company's RTA or to the Company by e-mailing to investorservices@cumi.murugappa.com Shareholders holding shares in electronic form may send their communications regarding the above to their respective Depository Participants.

Shareholders are encouraged to avail nomination facility and approach RTA or their Depository Participants in this regard.

Shareholders are requested to register their e-mail ID with the RTA/Depository Participants to enable the Company to send communications electronically.

The Company offers two electronic platforms for credit of dividend i.e. (a) Electronic Clearing Service (ECS) and (b) National Electronic Clearing System (NECS). The advantages of NECS over ECS include faster credit of remittances to beneficiary's account and coverage of more bank branches. NECS operates on the unique bank account number (having not less than 10 digits) allotted by banks post implementation of the Core Banking Solutions.

The NECS compliant account number is required to be intimated to your Depository Participant (in case your shares are in demat mode) or to the Company's RTA, (in case your shares are in physical mode) for us to effect the dividend payment through the NECS mode. Members are encouraged to use the electronic platform for receiving dividends.

Members are advised to intimate the details of their bank account to enable electronic remittance of dividend or alternatively for being incorporated in the dividend warrants. This would help to avoid fraudulent encashment of dividend warrants.

In case of members holding shares in physical form, all intimations are to be sent to Karvy Computershare Private Limited, (Unit: Carborundum Universal Limited), Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 the Registrars and Share Transfer Agent (RTA) of the Company.

In case of members holding shares in demat form, all intimations are to be sent to their respective Depository Participants (DPs).

General Shareholder Information

A. Corporate Information

1. Registered office

"Parry House", 43, Moore Street, Chennai 600 001 Tel No.:+91-44-30006161, Fax.:+91-44-30006149 Email: cumigeneral@cumi.murugappa.com Website: www.cumi-murugappa.com

2. Corporate Identity Number:  L29224TN1954PLC000318

3. Board of Directors

M M Murugappan, Chairman T L Palani Kumar M Lakshminarayan Shobhan M Thakore Sanjay Jayavarthanavelu Aroon Raman Bharati Rao

KSrinivasan, Managing Director

4. Management Committee

KSrinivasan, Managing Director

N Ananthaseshan, President - Abrasives

Rajesh Khanna, Executive Vice President - Ceramics

R Rajagopalan, Executive Vice President - Refractories & Prodorite

M Muthiah, Executive Vice President - Human Resources

Sridharan Rangarajan, Chief Financial Officer

P S Jayan, Senior Vice President - Electrominerals

5. Auditors

Statutory Auditor

Deloitte Haskins & Sells, Chennai Chartered Accountants

No. 52, ASV N Ramana Towers, Venkatanarayana Road, T.Nagar, Chennai 600 017

Cost Auditor

S Mahadevan & Co., Chennai, Cost Accountants No.1 'Lakshmi Nivas' K.V. Colony, Third Street West Mambalam, Chennai 600 033

Internal Auditor

Ernst & Young LLP Chartered Accountants 6th & 7th Floor, A Block, Tidel Park, 4, Rajiv Gandhi Salai, Taramani, Chennai 600 113

Secretarial Auditor (for the FY 2015-16)

R Sridharan & Associates Company Secretaries New No. 5, (Old No. 12) Sivasailam Street, T Nagar, Chennai 600 017

6. Address for correspondence

Compliance officer

Rekha Surendhiran Company Secretary Carborundum Universal Limited "Parry House", 43, Moore Street, Chennai 600 001 Tel:+91-44-30006141 Fax: +91-44-30006149 Email: rekhas@cumi.murugappa.com

Investor Relationship Officer

P Arjun Raj Carborundum Universal Limited "Parry House", 43, Moore Street, Chennai 600 001 Tel:+91-44-30006142 Fax: +91-44-30006149 Email: investorservices@cumi.murugappa.com

7. Registrar and Share Transfer Agent

Members may kindly note that the Registrar and Share Transfer Agent have shifted its office effective 20th April 2015 to the below mentioned address:

Karvy Computershare Private Limited Unit: Carborundum Universal Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032. Tel: 040-67162222, Fax: 040-23001153 Toll Free no.: 1800-345-4001 Email: inward.ris@karvy.com Website: www.karvy.com Contact Person: Mrs. Varalakshmi P - Asst. General Manager

8. Consortium Bankers

State Bank of India Standard Chartered Bank Bank of America  The Hongkong and Shanghai Banking Corporation Ltd Royal Bank of Scotland BNP Paribas

9. Financial Year:  1st April to 31st March

10. Cost Audit Report

The Cost Audit report for financial year 2014-15 had been duly filed on 24th September 2015 through XBRL mode as mandated by the Ministry of Corporate Affairs within the due date. The due date for filing the Cost Audit Reports for the financial year ended 31st March 2016 is 30th September 2016.

11. Plant Locations

i. Plant locations of Carborundum Universal Limited

(a) 655, Thiruvottiyur High Road, P B No.2272, Tiruvottiyur,Chennai 600019 Tamil Nadu.

(b) Plot No.48, SIPCOT Industrial Complex, Hosur 635126, Krishnagiri District,Tamil Nadu.

(c) Gopalpur Chandigarh, P.O. Ganga Nagar, Kolkata 700132, West Bengal

(d) C-4 & C-5, Kamarajar Salai, MMDA Industrial Complex, Maraimalai Nagar 603209 Kancheepuram District, Tamil Nadu

(e) F-1/2, F2 - F5, SIPCOT Industrial Park, Pondur "A" Village, Sriperumbudur - 602105.Kanchipuram District, Tamil Nadu.

(f) K3, ASAHI Industrial Estate, Latherdeva Hoon, Mangalore Jhabrera Road, PO Jhabrera Tehsil Roorkee, Hardwar District, Uttarkhand - 247667.

(g) PB No.1 Kalamassery, Development Plot P.O, Kalamassery683109, Ernakulam District, Kerala.

(h) PB No. 3 Nalukettu, Koratty 680308, Trichur District, Kerala.

(i) Bhatia Mines, Bhatia Western Railway, Jamnagar District, Gujarat 361315.

(j) P.B No.2 Okha Port P.O., Jamnagar District, Gujarat 361350

(k) Plot No.7 & 18, Cochin Special Economic Zone (CSEZ), Kakkanad 682037, Kochi, Kerala.

(l) Maniyar Hydroelectric Works, Maniyar P.O. Vadasserikara, Pathanamthitta District, Kerala 689662.

(m) Plot No.47, SIPCOT Industrial Complex, Hosur 635126 Krishnagiri District,Tamil Nadu.

(n) Super Refractories Division, Plot No.102 & 103, SIPCOT Industrial Complex (Phase II), Ranipet 632403, Tamil Nadu.

(0) Super Refractories Division - Plant 2, Serkaddu Village, Vinnampalli Post, Katpadi Taluk, Vellore District -632516,Tamil Nadu.

(p) Plot Nos. 35,37, 48-51, Adhartal Industrial Estate, Jabalpur482004, Madhya Pradesh.

ii. Plant locations ofSubsidiaries/Joint Ventures

(a) Sterling Abrasives Ltd., Plot No.45/46 & Plot No.501, G I D C Estate, Oadhav Road, Ahmedabad - 382415, Gujarat, India.

(b) Southern Energy Development Corporation Ltd., 29, Nallur PO, Aadichapuram, (Via) Mannargudi Taluk, Tiruvarur District - 614717, Tamil Nadu, India.

(c) Murugappa Morgan Thermal Ceramics Ltd., Plot No.26 & 27, SIPCOT Industrial Complex, Ranipet - 632403, Tamil Nadu, India.

(d) Murugappa Morgan Thermal Ceramics Ltd., Plot No.681, Moti Bhoyan Village, Sanand-Kalol Highway, Kalol Taluk, Gandhinagar, Dist., Gujarat - 382721, India.

(e) Wendt (India) Ltd., 69/70, SIPCOT Industrial Complex, Hosur-635126, Krishnagiri District,Tamil Nadu, India.

(f) Volzhsky Abrasive Works, 404130 Volzhsky, Volgograd Region, Autodoroge 6,18, Russia.

(g) Foskor Zirconia (Pty.) Ltd., PO Box.1, Phalaborwa, South Africa, 1390.

(h) CUMI Australia Pty Ltd., 29 Gipps St, Carrington, NSW, 2294, Postal Address: PO Box 142, Carrington, NSW, 2294.

(1) CUMI Australia Pty Ltd. 1/253 Beringarra Ave, Malaga, WA 6944, Postal Address: PO Box 2538, Malaga, WA 6944.

(j) CUMI Australia Pty Ltd. 20, Waurn St, North Rockhampton, QLD 4701, Postal Address: PO Box 6494, Central QLD Mail Centre, Rockhampton, QLD 4702.

(k) Wendt Grinding Technologies Ltd. 109/21 Moo 4, Eastern Seaboard Industrial Estate (Rayong), Tambol Pluakdaeng, Amphur Pluakdaeng, Rayong 21140,Thailand.

(l) Thukela Refractories Isithebe Pty Ltd., No. 1 Yellow Street, Isithebe, South Africa.

B. STOCK MARKET INFORMATION

1. Listing on stock exchanges and stock code

Stock Exchange  Stock Code

National Stock Exchange of India Ltd. Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 : CARBORUNIV

BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 : 513375

The International Securities Identification Number (ISIN): INE120A01034

2. Depositories Connectivity

The Company has signed agreements with the following depositories to provide the facility of holding equity shares in dematerialised form

National Securities Depository Ltd. (NSDL) www.nsdl.co.in

Central Depository Services (India) Ltd. (CDSL) www.cdslindia.com

. OTHER INFORMATION

1. Share Capital Details

(a) Outstanding shares

The total number of outstanding shares as on 31st March 2016 is 188379560. All the shares have been fully paid up. As on 31st March 2016, 184599131 equity shares constituting 97.99% of the total paid up capital of the  Company have been dematerialised

. Outstanding GDR/ADR/Warrants etc.

Under the CUMI Employees Stock Option Scheme, 2007, the following stock options are outstanding as on31stMarch2016:

3. Share Transfer Process

The applications for transfer of shares and other requests from shareholders holding shares in physical form are processed by Karvy Computershare Private Ltd., Company's Registrar and Share transfer Agent.

The Board has delegated the power to approve transfers to the Stakeholders Relationship Committee and to the Company Secretary. The transfers, if any, are approved at least twice a month.

5. AGM & Dividend details

(i) Forthcoming Annual General Meeting

Wednesday, the 3rd August 2016 at 3.00 P.M. IST at TTK Auditorium, Music Academy, 168 (Old No. 306) TTK Road, Royapettah, Chennai 600 014. Proxies, to be valid, must be lodged at the registered office of the Company not later than 48 hours before commencement of the meeting.

(ii) Dividend

An interim dividend of Rs.1.50 per equity share was paid during the year.

(iii) Unclaimed Dividend

Dividends remaining unclaimed/unpaid for a period of 7 years shall be transferred to the Investor Education Protection Fund. The Company has transferred unclaimed/unencashed dividends upto FY 2007-08 to the Investor Education Protection Fund during the year ended 31st March 2016. The Company has uploaded the details relating to unclaimed dividends on its website for the benefit of its Shareholders.

On behalf of the  Board

M M Murugappan

Chairman

Date : May 4, 2016

Place : Chennai