CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement)
1. Corporate Governance Philosophy
Corporate Governance is a system by which an organization is managed and controlled within the parameters laid down by regulatory bodies. The Company is committed to good Corporate Governance and to be an active and responsible corporate citizen wherever it does business. The Company fully understands that Corporate Governance is a key element in enhancing overall stakeholders' value. The Company continuously strives to achieve business excellence and reach higher standards in conducting its corporate and business affairs through transparency, accountability, empowerment and integrity, keeping in mind the interest of all stakeholders. The Company makes continuous efforts to adopt the best Corporate Governance practice which goes beyond the regulatory framework.
The Company has articulated and implemented its corporate values across all its business establishments and continuously monitors its effectiveness through various processes, apart from initiating the process of Corporate Governance in compliance with Clause 49 of the Listing Agreement with Stock Exchange(s) by implementing not only the mandatory items but also non mandatory items, details of which are enumerated in the paragraph here-in-below.
The Company has adopted the six core values to shape the Company's thinking and conduct. These Corporate values are briefly described below:
a) Customer Centric: Customer would be the reason for Company's existence.
b) Reliability: The Company shall make sure that the products and services it offers and the commitment it makes to stakeholders are most reliable.
c) Ownership: Every employee working on any business process works like an owner of that process i.e. having feeling for its success and failure, bearing responsibility for the process and doing best of his ability.
d) Result Orientation: The Company shall achieve its results with utmost grit and determination against all odds.
e) Trust and Integrity: The Company shall endeavor continuously to build trust in its dealings with all its stakeholders and perceived as a Company with people of high integrity.
f) Openness and Transparency: The Company shall create a work culture where openness to dialogue, expressing one's point of view frankly is encouraged and shall be transparent in providing reliable and pertinent information.
2. Board of Directors
In terms of the Company's Corporate Governance Policy, all statutory and other significant material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company.
The Board of the Company is a balanced Board, comprising of Executive and Non-Executive Directors. The Executive Director of the Company is the Chairman of the Board. Whereas majority of the board members are Non-executive Directors and Independent Professionals.
The Board of Directors in their meeting held on 31.03.2015 appointed Mrs. Priyamvada Ashesh Bhumkar (DIN:00726138) as Woman (Non- Executive & Independent) Director of the Company w.e.f. 1st April, 2015.
C) Non-executive Directors' Compensation and Disclosures:
The Non-executive Directors were paid sitting fees for attending the meetings of Board and for attending the meetings of the Board Committees, namely
ii) Stakeholders Relationship,
iii) Nomination & Remuneration,
iv) ESOP and
v) Finance and Administrative
All such fees/compensation paid/payable to Non-executive Directors (i.e. other than Whole-time Director) of the Company is fixed by the Board of Directors within the limit approved by the Shareholders. The Company has not been paying any other remuneration to Non-executive Directors (including Independent Directors), which requires previous approval from the Shareholders. During the financial year the Company did not have any material pecuniary relationship or transactions with any of the Non-executive Directors.
D) Code of Conduct
The Company has laid down a Code of Conduct for Board Members and Senior Management Personnel of the Company, which has also been posted on the web site www.emco.co.in . The Company has received from all its Directors and Senior Management personnel affirmation of compliance with the Code of Conduct for the year ended 31st March 2015 .
Duties of Independent Directors:
The duties of Independent Directors of the Company, as laid down under Schedule IV to the Companies Act, 2013, are incorporated herein pursuant to Clause 49 of the Listing Agreement with Stock Exchanges. It shall be the duty of Independent Directors to:
• undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
• seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
• strive to attend all meetings of the Board of Directors and of the Board Committees of which they are a member;
• participate constructively and actively in the Board Committees in which they are chairpersons or members;
• strive to attend the general meetings of the Company;
• ensure, where they have concerns about the running of the Company or a proposed action, that these are addressed by the Board of Directors;
• keep themselves well informed about the Company and the external environment in which it operates;
• not to unfairly obstruct the functioning of an otherwise proper Board or Board Committee;
• pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
• ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
• report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct;
• act within their authority and assist in protecting the legitimate interests of the Company, shareholders and its employees;
• not to disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans and unpublished price sensitive information, unless such disclosure is expressly approved by the Board of Directors or required by law.
3. COMMITTEES OF THE BOARD
Currently, there are Seven Committees of the Board such as Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, ESOP Committee, CSR Committee, Finance and Administrative Committee and Risk Management Committee. The terms of reference to the Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by the respective Committee Chairman. The minutes of the Board Committee meetings are placed for information and noting of the Board.
A. Audit Committee
(i) Brief description of Terms of Reference:
The roles, powers and functions of Audit Committee specified by the Board are in conformity with the requirements of clause 49 of the Listing Agreement as well as Section 177 of the Companies Act, 2013. Terms of reference of the Committee includes inter alia;
1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure correctness, sufficiency and credibility of the Company's Financial Statements.
2. Recommending to the Board, the appointment and removal of external and internal auditors and fixation of their remuneration.
3. Approving the payments to statutory auditors for other services rendered by them.
4. Reviewing with the management and external auditors, annual financial statements and results and auditors' report thereon before submission to the Board for approval, with particular reference to:
• 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 section 134 of the Companies Act, 2013 .
• Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgment by management.
• Significant adjustments made in the financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements.
• Disclosure of any related party transactions.
• Qualifications in the draft audit report.
5. Reviewing the adequacy of internal control systems with the management, discussion with internal auditors, significant findings and follow up on them.
6. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
7. 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.
8. Review and monitor the independence and performance and effectiveness of audit process.
9. Approval or any subsequent modification of transactions of the company with related parties.
10. 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.
11. Reviewing findings of internal investigations by the Internal Auditors into matters like suspected frauds / irregularities / failures of internal control systems of material nature and reporting to the Board thereon.
12. Discussing pre audit discussion about nature and scope of statutory audit and post audit discussion on areas of concern.
13. Discuss with Internal Auditors any significant finding and follow up thereon.
14. To look into the reasons for substantial defaults in the payment to the debenture holders, shareholders ( in case of non -payment of declared dividends ) and creditors. .
15. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
16. Reviewing issues related to risk management and compliances.
17. Reviewing financial statements, including Investments in subsidiary Companies.
18. Reviewing the functions of the Whistle Blower mechanism.
19. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
20. Scrutiny of Inter-Corporate loans & investments.
ii) Composition of the Committee, Name of the members and the Chairman and Attendance:
The Audit Committee comprises of three Non-Executive Directors, all of whom are Independent Directors.
iii) Meetings of the Audit Committee :
The Audit Committee met five times during the financial year 2014-15 i.e. on 25th April 2014, 23rd July 2014, 17th October 2014, 21st January 2015 and 31st March, 2015. The maximum time gap between two meetings was not more than 120 days. Necessary quorum was present at all the meetings of the Committee held during the year under review.
The former Chairman of the Audit Committee Mr. S. V. Deo, was present at the 49th Annual General Meeting, and replied to the shareholder's queries. The Company Secretary has acted as the Secretary of the Committee. The representatives of Internal Auditor and Statutory Auditors have attended the meetings as invitee.
B) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted pursuant to Section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges, to fix compensation / remuneration for Managing / Whole-time Directors, KMP and relative of Directors.
i) Terms of Reference:
The Nomination and Remuneration Committee is empowered to determine, inter-alia, include the following:
1. Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management employees and their remuneration.
2. Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria
3. Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions
4. Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.
ii) Composition, Name of the Member, Chairperson and Attendance at Meetings:
The Nomination and Remuneration Committee comprises of three Directors. The Chairman of the Committee is a Non-Executive and Independent Director.
The Committee met four times during the financial year 2014-15 on 25th April 2014, 4th September 2014, 26th February 2015 & 31st March 2015.
iii) POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and WTD and their remuneration. This Policy is accordingly derived from the said Charter.
1. Criteria of selection of Non Executive Directors
a. The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
b. In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
c. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
d. The N&R Committee shall consider the following attributes / criteria, while recommending to the Board the candidature for appointment as Director.
i. Qualification, expertise and experience of the Directors in their respective fields;
ii.Personal, Professional or business standing;
iii. Diversity of the Board.
In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
The Remuneration Policy of EMCO Ltd. ("the Company") is designed to attract, motivate, improve productivity and retain manpower, encouraging initiatives, personal growth and team work and inculcating a sense of belonging and involvement. The policy reflects the Company's objectives for good corporate governance as well as sustained long term value creation for shareholders.
This Remuneration Policy applies to directors, senior management including its Key Managerial Personnel (KMP) .
1. Remuneration to Managing/Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:
a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.
2. Remuneration to Non- Executive / Independent Director:
a. The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors
b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
i. The Services are rendered by such Director in his capacity as the professional; and
ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
3. Remuneration to Key Managerial Personnel and Senior Management:
a. The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.
b. The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
(C) Stakeholders Relationship Committee
(i) Composition and Status of the Attendance:
The Company has a Stakeholders Relationship Committee. The Committee is headed by Mr. Bheru Choudhary, an Independent - Non-Executive Director and comprises of the following members in the financial year 2014-15 :
The Committee met four times during the financial year 2014-15 on 25th April, 2014, 23rd July, 2014, 17th October, 2014 and 21st January, 2015 .
(ii) Name and designation of Compliance Officer:
Mr. Ganesh Tawari, has been appointed as Compliance Officer and can be contacted on the following address:
Address Plot No. F-5, Road No. 28, Wagle Industrial Estate, Thane-400604. Maharashtra, India
Telephone Number : 91-22- 4040 4646 Fax Number :91-22-2582 0571
Email-id.: email@example.com,firstname.lastname@example.org email@example.com
(iii) Terms of Reference:
This Committee looks into issue of duplicate share certificates, split, consolidation and subdivision of share certificates, re-materialisation of shares and investors grievances.
The Committee has formed a Sub-Committee titled "Share Transfer Committee" to look into the matter related to Transfers / Transmissions / Dematerialisation of shares. The Committee has delegated the authority for approving transfers/transmission of shares besides taking note of beneficiary position under the demat mode. Approvals are done on a fortnightly basis. The minutes of Share Transfer Committees are periodically placed before the Investors/ Grievances Committee.
(iv) Complaints/request received from Shareholders during the period 1st April 2014 to 31st March 2015 and its status:
During the financial year 39 Complaints were received from the shareholders and all of which were resolved to the satisfaction of shareholders.
D) CSR Committee:
(i) Brief description of Terms of Reference:
The CSR Committee constituted by the Board pursuant to the provisions of section 135 of the Companies Act, 2013 and rules made thereunder.
The Committee shall,
(a) 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;
(b) recommend the amount of expenditure to be incurred on CSR activities and
(c) monitor the Corporate Social Responsibility Policy of the company from time to time.
ii) Composition of the Committee, Name of the members and the Chairman and Attendance:
The CSR Committee comprises of three Non-Executive Directors, all of whom are Independent Directors. Composition of the CSR Committee during the year 2014-15 and status of the attendance of the members was as follows:
E) Risk Management Committee
In terms of Clause 49 of the Listing Agreement, the Board constituted a Risk Management Committee on 17th October, 2014.
The terms of reference of the Risk Management Committee includes the following:
• Identify and manage existing and new risks in a planned and coordinated manner with minimum amount of disruption and cost.
• Develop a "risk" culture that encourages all staff to identify risks and associated opportunities and to respond to them with effective actions
To realize the risk management objective, the company aims to ensure that:
• The identification and management of risk is integrated in the day to day management of business;
• Risks are identified, assessed in the context of the company's appetite for risk and their potential impact on the achievement of objectives, continuously monitored and managed to an acceptable level;
• The escalation of risk information is timely, accurate and gives complete information on the risks to support decision making at all management levels;
• Risk is primarily managed by the business function transacting the business which gives rise to the risk; and
• All employees actively engage in risk management within their own areas of responsibility
F) Other Functional Committees
Besides the above-referred Committees, the Company has also the following committees of Directors:
1. ESOP Committee (Compensation Committee) of Directors that is administering and implementing the Employee Stock Option Scheme and allotment of shares on preferential basis.
2. Finance and Administrative Committee.
4. SUBSIDIARY COMPANIES:
1. The Company has following Non-material unlisted subsidiaries: A. Direct Subsidiaries :
I. Indian :
• EMCO Power Limited
• EMCO Renewable Energy Limited
• Shekhawati Transmission Service Company Limited
• EMCO Infrastructure Limited
II. Foreign :
• EMCO Overseas Pte Limited (Singapore)
B. Step Down Subsidiaries :
I. Indian :
• EMCO Transmission Networks Limited
II. Foreign :
• PT Setenco Investa Niaga (Indonesia)
C. Joint Venture Companies:
• Shyam EMCO Infrastructure Ltd
• Kalinga Energy and Power Ltd.
2. The Audit Committee of the Company reviews, periodically the financial statements of its subsidiary companies.
3. The Minutes of the Board of Directors of subsidiary companies are placed at the Board meeting of the Company. All significant transactions and arrangements entered into by the subsidiary companies have been brought to the attention of the Board of Directors of the Company.
(a) Disclosure on Related Party Transactions:
Related Party transactions during the year have been disclosed vide Note No. 31. in Notes forming Part of financial statement as per the requirements of "Accounting Standard 18 - Related Party Disclosure" issued by the Institute of Chartered Accountants of India. The same were placed before the Audit Committee from time to time as required. None of these transactions have any potential conflict with the interests of the Company. No related party transaction was outside the normal course of business of the Company and all related party transactions were entered on arms length basis.
(b) Details of non-compliance by the Company, penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authorities or any matter related to capital markets during the last three years:
The Company has complied with the statutory provisions, rules and regulations relating to the capital markets and no penalties have been levied or strictures have been imposed by the Stock Exchanges, SEBI or any statutory authority on matters relating to capital markets during the last three years.
(c) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee:
The Company has adopted the Whistle Blower Policy and placed it on the website of the Company. During the period under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.
(d) Details of compliance with the mandatory requirements and adoption of the non-mandatory requirements of this clause:
The Company has complied with all the mandatory requirements as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. The former Chairman of the Audit Committee Mr. S. V. Deo, was present at the 49th Annual General Meeting, and replied to the shareholder's queries. Further the Company has adopted non-mandatory requirement of Clause 49 of the listing agreement relating to constitution of the Remuneration Committee of Directors, details of which have already been given in earlier para of this report.
(e) Board Disclosures- Risk Management:
The General aim of the Company's risk management policy is to maximize opportunities and minimize losses, which is closely aligned to improving safety not only to physical risk perspective of the employees but also including finance, assets and property of the Company. In line with this general aim of risk management, the Company has evolved a comprehensive risk management policy to identify, assess and mitigate all foreseeable areas of risks. As a policy, risks associated with the business of the Company generally and risk specific to the Company are periodically brought to the attention of the Board. The same are reviewed and assessed and suitable risk mitigation procedures are laid down by the Board and implemented.
(f) Proceeds from public issues, right issues, preferential issues etc:
During the year the Company has raised fund from preferential issue by way of issuing and allotting 24,39,025 equity shares of Rs.27- each at a premium of Rs.397- each to EMCO Investments Pvt. Ltd. , a promoter group company.
7. MEANS OF COMMUNICATION
1. The quarterly, half-yearly and annual financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board of Directors through online compliance dissemination portals being mandated by Stock Exchanges. The result(s) were published in 'Business Standard' and 'Lokmat'- Jalgaon Edition and is also displayed on Company's website www.emco.co.in . The Annual report is also posted to all shareholders.
2. The official news releases whenever made by the Company are immediately forwarded to stock exchanges before publication. They are also displayed on the website of the Company.
3. The Company holds press/analyst meets and makes necessary presentation to apprise and make public the information relating to the Company's working and future outlook and are also put on the Company's website.
4. In compliance of Clause 47 (f) of the listing agreement the Company has created e- mail id investorgrievance@ emco.co.in/ firstname.lastname@example.org exclusively to redress investors/shareholders grievances and maintain relationship with them.
8. GENERAL SHAREHOLDERS' INFORMATION
(a) Appointment/Re-appointment of Directors:
Pursuant to Section 152 of the Companies Act, 2013 and any enactment thereto Mr. Rajesh S. Jain (DIN:00005829) retire by rotation and being eligible, offer himself for re-appointment.
Pursuant to Sections 149 and 160 of the Companies Act,2013 and rules made thereunder, Mrs. Priyamvada A. Bhumkar (DIN:00726138) who was appointed as an additional Director (Woman- Independent Director) in respect of which a notice in writing received from member along with requisite deposit as per Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director, subject to the approval of members at the ensuing AGM.
Further pursuant to Section 149 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and rules framed there under, Mr. S. V. Deo (DIN:00210554), Mr. Bheru Choudhary (DIN:00011905) and Mr. Sanjay Bhatnagar (DIN:00867848), Independent Directors of the Company who will be completing their first term on the Board at the ensuing Annual General Meeting of the Company. The Company has received notices in writing from members along with requisite deposit under Section 160 of the Companies Act, 2013, proposing their candidatures for the office of Director. Your Directors recommend their re-appointment for a next term of 5 years by passing special resolutions.
The brief profiles of the above Directors are given in the Notice convening 50th Annual General Meeting.
(b) Particulars of ensuing Annual General Meeting:
Venue :N-104, MIDC Area, Jalgaon-425003
Time :11.30 A.M.
Financial Year ended :31st March 2015
Book Closure Dates :18.09.2015 to 25.09.2015
Dividend Payment Date :On or before 24.10.2015
Financial calendar (tentative):
Annual General Meeting :
1st Quarter Results for quarter ending 30th June 2015 Before 15th August 2015
2nd Quarter Results for quarter ending 30th September 2015 Before 15th November 2015
3rd Quarter Results for quarter ending 31st December 2015 Before 15th February 2015
4th Quarter Results for quarter ending 31st March 2016 By 15th May 2016 (if unaudited)
or by 30th May 2016 (if audited)
d) Stock Exchanges where shares are listed:
Name and address of the stock exchange
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400 001
National Stock Exchange of India Limited (NSE)
Exchange Plaza, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051
e) Status of Listing Fees:
The Company has paid Listing fees to BSE Limited and National Stock Exchange of India Limited within the prescribed time limit. The Custodian Fees payable to NSDL and CDSL will be paid as and when bills are received from NSDL and CDSL.
(f) Registrar and Transfer Agents:
M/s. Link Intime India Pvt Ltd.
C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup West, Mumbai - 400 078 Tel: +91 22 25946970 Fax: +9122 2594 6969 E-mail: email@example.com
(g) Share Transfer System:
The Company's shares being in compulsory demat mode are transferable through the depository system. Shares in physical form lodged for transfer with the Company and Company's Registrar & Share Transfer Agent are normally processed within 15 days from the date of lodgement, if the documents are clear in all respects and put up for approval before the Share Transfer Committee/Stakeholders Relationship Committee.
(h) Dematerialisation of shares:
The shares of the Company are in compulsory dematerialised segment and are available for trading system of both the depositories. All requests for Dematerialisation of shares are processed and confirmed to depositories, NSDL and CDSL, within 21 days from the date of lodgement with the Company's Registrar & Share Transfer Agent.
96.03% of the Company's shares have been dematerialised upto 31st March, 2015. 100% of the holding of the Promoters and Promoters Group are in Dematerialised Form.
(i) Outstanding GDR / ADR / Warrants, Convertible Bonds and any other Convertible Instruments, conversion dates and its likely impact on the equity:
No GDR/ ADR are outstanding as at 31st March 2015.
No warrants are outstanding as at 31st March 2015.
j) Plant Locations are as under:
Plot No. F - 5, Road No. 28, Wagle Industrial Estate, Thane - 400 604, Maharashtra
N-104, MIDC Area, Jalgaon - 425 003 Maharashtra
Gate No. 114, Umala, Taluka & District Jalgaon, Maharashtra
Plot No.519-521, Asoj Village, Halol Highway, Dist: Vadodara, Gujarat - 391510
(k) Address for Investor Correspondence:
For Shares held in Physical Form
1. Registrar & Transfer Agents :
M/s. Link Intime India Pvt Ltd, C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup West, Mumbai - 400 078
Tel: +91 22 25946970 Fax: +91 22 25946969 E-mail: firstname.lastname@example.org
2. Corporate Office:
Plot No. F - 5, Road No. 28, Wagle Industrial Estate, Thane - 400 604
Tel: +91-22- 40404500 Fax: +91-22-25820571
For Shares held in Demat Form
To respective Depository Participant