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Escorts Ltd.

BSE

  • 538.90 3.65 (0.68%)
  • Vol: 288870
  • BSE Code: 500495
  • PREV. CLOSE
    535.25
  • OPEN PRICE
    540.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    538.90(726)

NSE

  • 538.75 0.00 (0%)
  • Vol: 1392705
  • NSE Code: ESCORTS
  • PREV. CLOSE
    538.75
  • OPEN PRICE
    539.50
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    538.75(68)

Escorts Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

I. Company's Philosophy on Corporate Governance

Corporate Governance may be defined as a set of systems, processes and principles, which ensure that a Company is governed in the best interest of all stakeholders. It is the system that directs and controls respective companies. It is about promoting corporate fairness, transparency and accountability. In other words, 'Good Corporate Governance' is simply 'good business'.

In India, the question of Corporate Governance has emerged mainly in the wake of economic liberalisation and de-regularisation of industry and business. The objective of any Corporate Governance system is to simultaneously improve corporate performance and accountability. These, in turn, help to attract financial and human resources on the best possible terms and prevent corporate failure.

Corporate Governance consists of procedures and processes, according to which an organisation is directed and controlled. Its structure specifies the distribution of rights and responsibilities among different pan-organisational participants, such as the Board, managers, shareholders and other stakeholders. The system helps to lay down the rules and procedures for decision making.

The objective of Good Corporate Governance is to ensure the Board's commitment towards transparent management to maximise long-term value for the Company's shareholders and all other partners. It integrates all the participants involved in a process, which is economic and, at the same time, social.

A well-defined and enforced Corporate Governance benefits everyone concerned by ensuring that the enterprise adheres to accepted ethical standards and best practices, as well as to applicable laws.

Corporate Governance goes beyond the practices enshrined in the laws and is imbibed in the basic business ethics and values that needs to be adhered to in letter and spirit. However a transparent, ethical and responsible Corporate Governance framework essentially emanates from the intrinsic will and passion for good governance ingrained in the organisation.

Good Corporate Governance practices are also essential for a sustainable business model for generating long term value for all its stakeholders.

At Escorts, Corporate Governance practices aim to adhere to the highest governance standards through continuous evaluation and benchmarking.

II. Board of Directors

The composition of the Board of Directors is in conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Board of Director(s) along with its Committee(s) provide leadership and guidance to the Company's Management and directs, supervises and controls the performance of the Company. The Board of Director(s) of the Company comprises of distinguished personalities, who have been acknowledged in their respective fields. As on the end of financial year, Five out of the Ten Directors on the Board are independent & non­executive and Two are non-independent & non-executive. Mr. Rajan Nanda, Chairman is also acting as Managing Director of the Company duly assisted by Mr. Nikhil Nanda, Managing Director of the Company and both of them are in whole-time employment of the Company. Ms. Nitasha Nanda, Whole-time Director is also in whole-time employment of the Company.

As mandated by Clause 49, the Independent Directors on Escorts Limited's Board:

• are persons of integrity and possesses relevant expertise and experience in the opinion of the Board;

• are or were not promoter of the Company or its holding, subsidiary or associate Company;

• are or were not related to promoters or directors in the Company, its holding, subsidiary or associate Company;

• apart from receiving director's remuneration, do not have any material pecuniary relationships with the Company, its holding Company, its subsidiaries and associates, or its promoters or directors during the two immediately preceding financial years or during the current financial year;

• none of their relative have any pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company or its promoters or directors, amounting to 2% or more of its gross turnover or total income or fifty lakh rupees during the two immediately preceding financial years or during the current financial year;

• neither himself nor their relative -

o are or were hold the position of key managerial personnel or are or were employee of the Company or its holding, subsidiary or associate Company in immediately preceding 3 financial years;

o have been an employee or proprietor or a partner in immediately preceding 3 financial years of

> a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or

> any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to 10% or more of the gross turnover of such firm;

o hold together with their relatives 2% or more of the total voting power of the Company;

o is a Chief Executive or Director by whatever name called, of any non-profit organisation that receives 25% or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds 2% or more of the total voting power of the Company;

o are material supplier, service provider or customer or lessor or lessee of the Company.

are not less than 21 years of age.

The Senior Management have made disclosure to the Board confirming that there are no material, financial and/ or commercial transactions between them and the Company, which could have potential conflict of Interest with the Company at large.

As on March 31, 2015, the Board comprises of Ten Directors. The names and categories of Directors, the number of Directorship and Committee position(s) held by them in the companies, meetings attended by them and other relevant particulars are given below.

III. Directors' Membership in Board/ Committees of Other Companies

In terms of the Listing Agreement, none of the Directors on the Company's Board is a member of more than ten committees and Chairman of more than five committees (Committees being, Audit Committee and Stakeholders' Relationship Committee) across the companies in which they are associated as Directors. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies and do not hold the office of Director in more than twenty companies including ten public companies.

IV. Board Meetings

During the financial year 2014-15 ended on March 31, 2015 the Board of Directors met Five (5) times on the following dates:-

May 28, 2014, July 29, 2014, September 19, 2014, January 16,  2015 and February 11, 2015.

The gap between any two Board meetings did not exceed four months.

Board Meeting Procedures

Escorts Limited's Board is presented with detailed notes, along with the agenda papers, well in advance of the meeting. All material information is incorporated in the agenda for  facilitating meaningful and focused discussions at the meeting. Where it is not practical to attach any document to the agenda, the same is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary items on the agenda are permitted. The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement are regularly made available to the Board of Directors for discussion and consideration at Board Meetings.

Information supplied to the Board

Regular presentations are made to the Board of Directors covering Business Operations, Finance, Sales, Accounts, Marketing, Compliances and all the other important business issues.

The Annual Operating and Capital Budget(s) are approved by the Board of Directors. The Board spends considerable time in reviewing the actual performance of the Company vis-a-vis the approved budget.

Code of Conduct

The Company has adopted a Code of Conduct for Directors and Senior Management of the Company. The Code has been circulated to all the members of the Board and Senior Management and the same is available on the Company's website: www.escortsgroup.com

The Board members and Senior Management personnel of the Company have affirmed their compliance with the code. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained hereinafter in this Report.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy to report instances of unethical behaviour, fraud or violation of the Ethic Policy of the Company. The Whistle Blower Policy has been circulated to all the employees and directors of the Company and the same is available on the Company's website: www. escortsgroup.com

V. Audit Committee Constitution

During the financial year 2014-15 ended on March 31, 2015 the Audit Committee had been reconstituted due to resignation of Dr. P.S. Pritam from the directorship of the Company and in his place Mr. Hardeep Singh was inducted as member of the Committee on July 22, 2014.

The Audit Committee comprises of the following Non-Executive Directors:

1. Dr. S.A. Dave - Independent Director (Chairman)

2. Mr. S.C. Bhargava - Independent Director

3. Mr. Hardeep Singh - Non-Independent Director

All the members of the Audit Committee have accounting, economic and financial management expertise. The composition of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Mr. S.C. Bhargava, Member of the Committee was nominated by the Audit Committee to attend the Annual  General Meeting (AGM) held on September 19, 2014 in the  absence of Dr. S. A. Dave, to answer shareholders' queries.

The Audit Committee assists the Board in its responsibility to oversee the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee's purpose is to oversee the accounting and financial reporting statements, the appointment, independence, performance and remuneration of the Statutory Auditors, including the Cost Auditors and the performance of Internal Auditors of the Company.

The Committee met Five (5) times on May 28, 2014, July 29,  2014, September 2, 2014, November 5, 2014, and February  11, 2015.

Mr. Ajay Sharma, Group General Counsel & Company Secretary is acting as Secretary of the Audit Committee.

Terms of Reference

The Charter of the Committee is as prescribed under Section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement viz.:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors' Responsibility Statement forming part of Board's Report in terms of Clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

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

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

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing and monitoring the auditors independence & performance, and effectiveness of audit process.

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

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the Company, wherever it is necessary.

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

12. Reviewing, with the management, performance of statutory & internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors of any significant findings and follow up thereon.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. Investigating the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. To review the functioning of the Whistle Blower mechanism.

19. Approving the appointment of Chief Financial Officer (i.e., the Whole-time Finance Head or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

20. Reviewing any changes in the accounting policies or practices as compared to the last completed financial year and commenting on any deviation from the Accounting Standards.

21. Carrying out any other function as may be referred to the committee by the Company's Board of Directors and/ or other Committees of Directors of the Company from time to time.

22. Recommending to the Board, the terms of appointment, re-appointment and, if required, the replacement or removal of the Cost Auditors.

23. The Committee has systems and procedures in place to ensure that the Audit Committee periodically reviews:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

c) Management letters/ letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses, if any;

e) Appointment, removal and terms of remuneration of the Chief Internal Auditor;

f) The Financial Statements, in particular, the investments made by the unlisted subsidiaries of the Company, in view of the requirements under  Clause 49.

g) Details of material individual transactions with related parties, which are not in the normal course of business; and

h) Details of material individual transactions with related parties or others, if any, which are not on arm's length basis, along with management's justification for the same.

The Audit Committee is endowed with the following powers:

a) To investigate any activity within its terms of reference.

b) To seek information from any employee.

c) To obtain outside legal or other professional advice.

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

e) To invite such of the executives, as it considers appropriate (and particularly the head of the finance) to be present at the meetings of the committee.

VI. Nomination and Remuneration

Committee Constitution

During the financial year 2014-15 ended on March 31, 2015, the Nomination and Remuneration Committee was reconstituted two times on July 22, 2014 and January 16, 2015. Mr. Hardeep Singh was inducted as Member of the Committee due to resignation of Dr. P.S. Pritam w.e.f. July 22, 2014. Mr. P.H. Ravikumar and Dr. Sutanu Behuria were inducted as Members of the Committee w.e.f. January 16, 2015.

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

1. Dr. S.A. Dave - Independent Director - Chairman

2. Mr. S. C. Bhargava - Independent Director

3. Mr. Hardeep Singh - Non-Independent Director

4. Mr. PH. Ravikumar - Independent Director

5. Dr. Sutanu Behuria - Independent Director

Terms of Reference

The Charter of the Committee is as prescribed under Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement viz.:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

The Nomination and Remuneration Committee has been constituted to recommend/ review remuneration of the directors, key managerial personal and other employees, based on their performance and defined assessment criteria.

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements. It is in consonance with the existing industry practice.

Non-Executive Directors can also be paid a commission based on the performance of the Company. During the period under review there are no pecuniary relationships or transactions of the Non-Executive Directors viz-a-viz the Company.

Remuneration Policy

The Company's remuneration policy for Directors, Key Managerial Personnel, Senior Management and other employees is annexed as Annexure - C to the Directors' Report.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

Details of Remuneration of Directors

The Company has not paid any remuneration to any of its Non­Executive Directors, except Sitting Fees for attending meetings of the Board and all its Committees for which t 50,000 per meeting was paid for Board Meeting and Audit Committee Meeting and t 20,000 per meeting was paid for any other committee meeting. The aggregate amount of sitting fees paid during the financial year was t 18.30 Lakhs (excluding service tax). The director wise payment of sitting fee is provided in Form MGT-9 attached as Annexure - I to the Directors' Report.

The tenure of office of the Chairman and Managing Director, Managing Director and Whole-time Director is for five years from their respective dates of appointments. The services of Chairman & Managing Director, Managing Director and Whole-time Director can be terminated by either party giving six calendar months' notice in writing. In the event of termination of services, they shall be entitled to receive compensation in accordance with the provisions of Section 202 of the Companies  Act, 2013.

No stock options were issued to the directors during the year under report.

VIII. Stakeholders' Relationship Committee Constitution

During the financial year 2014-15 ended on March 31, 2015, the Stakeholders' Relationship Committee was reconstituted due to resignation of Dr. P. S. Pritam from the directorship of the Company and in his place Mr. Hardeep Singh was inducted as member of the Committee on July 22, 2014.

The Stakeholders' Relationship Committee comprises of following Non-Executive Directors:

1. Dr. S. A. Dave - Independent Director - Chairman

2. Mr. S. C. Bhargava - Independent Director

3. Mr. Hardeep Singh - Non-Independent Director

Terms of Reference

The Committee looks to redress shareholders and investors complaints relating to share transfer, Demat, Remat, non-receipt of declared dividends or Annual Reports etc.

The Committee additionally oversees the performance of in-house Share Registry and recommends measures for overall improvement in the quality and promptness towards investors services.

Compliance Officer

Mr. Ajay Sharma, Group General Counsel & Company Secretary is the Compliance Officer as per the requirements of the Listing Agreement.

Complaints received/ resolved

During the year under review, 11 complaints were received from investors which were replied/ resolved to the satisfaction of investors.

Pending Share Transfers

No requests for transfer and/ or dematerialisation were pending for redressal as on March 31, 2015.

IX. Risk Management Committee

The Board of Directors of the Company in its meeting held on January 16, 2015 had constituted a Risk Management Committee to oversee the functioning of the Company's risk management policy.

Constitution

The Risk Management Committee comprises of following persons:

1. Mr. Rajan Nanda - Chairman and Managing Director -Chairman

2. Mr. Nikhil Nanda - Managing Director

3. Mr. Bharat Madan - Group Financial Controller

XIII. Disclosures

a) There are no materially significant related party transactions of the Company which have potential conflict with the interest of the Company at large.

The "Policy on Materiality of Related Party Transactions and dealing with Related Parties" has been recommended by the Audit Committee and approved by the Board of Directors of the Company during the financial year  2014-15.

b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. - NIL

c) Whistle Blower policy and affirmation that no personnel has been denied access to the Audit Committee.

The Company has adopted Whistle Blower Policy during the financial year 2014-15. However, no person had made any complaint/ report to the Ethics Counselor or the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

d) Details of the compliance with mandatory requirement and adoption of the non-mandatory requirement of this clause.

The details of mandatory requirements are mentioned in this Report. The status of adoption of the non-mandatory requirement are mentioned in Clause No. XVI.

e) Disclosure(s) relating to the full particulars of the Cost Auditor along with other details, pursuant to the General  Circular No. 15/2011 dated April 11, 2011 issued by the  Ministry of Corporate Affairs.

Pursuant to the approval of the Central Government under Section 233B of the Companies Act, 1956, the Company had appointed M/s. Ramanath Iyer & Co., Cost Accountants as Cost Auditor of the Company. Further, the due date of filing the Cost Audit Report for the previous year was September 30, 2014 and the same has been filed on September 22, 2014.

Subsidiary Companies

Clause 49 defines a "material non-listed Indian Subsidiary" as an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e., paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth, respectively, of the listed holding Company and its subsidiaries in the immediately preceding accounting year. Escorts Limited has 4 direct subsidiaries, 1 of them is registered outside India and 3 are in India, whose turnover does not exceed the limit prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. Thus, these subsidiaries are out of the scope of the above definition.

Since, the Company does not have any material unlisted subsidiary, it is not required to nominate an Independent Director of the Company on their Board.

Appropriate details of these subsidiaries are reported elsewhere in the Management Discussion and Analysis Report.

Policy for determining Material Subsidiary: The Policy for determining Material Subsidiary is placed on the Company's website www.escortsgroup.com under Investor Information Section.

XIV. MEANS OF COMMUNICATION

Key Financial Reporting dates during the year ended on March 31, 2015

The Company has published its Financial results in the following national newspapers:

For Year ended 31.03.14: Economic Times (English), Mint (English), Rashtriya Sahara (Hindi).

For Quarter ended 30.06.14: Economic Times (English), Mint (English), Rashtriya Sahara (Hindi).

For Quarter ended 30.09.14: Economic Times (English), Mint (English), Rashtriya Sahara (Hindi).

For Quarter ended 31.12.14: Economic Times (English), Mint (English), Rashtriya Sahara (Hindi).

The Quarterly Results were displayed on Company's website viz. www.escortsgroup.com in accordance with the requirement of Listing Agreement.

The website also displays official news releases.

News Releases, Presentation

Official News releases, detailed presentations made to media, analysts, institutional investors etc. are displayed on the Company's website i.e. www.escortsgroup.com

Management Discussion and Analysis Report

The Management Discussion and Analysis Report and Risk Management Process Highlights forms an integral part of this Annual Report.

XV. General Shareholder Information

Company Registration Details

The Company is registered in the State of Haryana, India. The Corporate Identity Number (CIN) alloted to the Company by the Ministry of Corporate Affairs (MCA) is

L74899HR1944PLC039088.

Annual General Meeting (AGM)

Date : Friday, September 18, 2015

Time : 12:00 Noon

Venue : Hotel KC Cross Road, Site No. 1, Sector-10, Opposite Bus Stand, Panchkula - 134 113, Haryana.

Financial Year: April 1 to March 31

Appointment/ Re-appointment of Directors

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Hardeep Singh, Director retires by rotation at the ensuing Annual General Meeting of your Company and being eligible, offers himself for re-appointment.

Ms. Nitasha Nanda presently Additional Director is proposed to appointed as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting. She has also been appointed as Whole-time Director for a period of 5 years w.e.f. January 16, 2015, subject to the approval of the shareholders in the ensuring Annual General Meeting.

Dr. Sutanu Behuria was co-opted as Additional Director designated as Independent Director and Mr. G.B. Mathur was co-opted as Additional Director, liable to retire by rotation at every Annual General Meeting, in the Board Meeting held on January 16, 2015. They shall hold office of Director upto the date of ensuing Annual General Meeting.

The brief resume(s) and other details relating to the Director(s) who are proposed to be appointed/ re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement are provided as Annexure to the AGM Notice.

Financial Calendar 2014-2015 (Tentative)

Meetings of Board/ Committee thereof to take on record:

Financial results for Quarter ended 30.06.2015 : By 14.08.2014

Financial results for Quarter ended 30.09.2015 : By 14.11.2014

Financial results for Quarter ended 31.12.2015 : By 14.02.2015

Financial results for Quarter/ Year ended 31.03.2016

By 14.05.2015 if unaudited quarterly results or alternatively by 30.05.2015, in case of audited results for the year.

Annual General Meeting for the Financial Year ending March, 2016: By September 30, 2016.

Cut off Date for e-voting

September 11, 2015 has been fixed as the cut-off date to record entitlement of the shareholder to cast their vote electronically.

Book Closure

The members register will be closed from September 5, 2015 to September 18, 2015 (both days inclusive) for the purpose of payment of Dividend for the financial year 2014-15.

Dividend

1. The Board of Directors of the Company have decided to recommend dividend @ t 1.20 per share (being 12% of the nominal value of t 10 per share) for the financial year 2014-15, subject to the approval of the shareholders in the forthcoming AGM.

2. The dividend, if declared at the AGM, would be paid/ dispatched within 30 days from the date of declaration at the ensuing AGM to those persons or their mandates:-

a) whose names appear as beneficial owners as at the end of the business hours on September 4, 2015 in the list of beneficial owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic mode and;

b) whose names appear as Members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company on or before September 4, 2015.

3. The dividend amount shall be credited in the shareholders bank account directly through NECS. Alternatively physical warrant/ Demand Draft shall be posted to the shareholders at their registered address available with the Depository/ Company.

The intimation for credit of dividend amount through NECS shall also be sent to the shareholders through E-mail/ ordinary post thereafter.

LISTING

Equity Shares of Escorts Limited are listed with following Stock Exchanges:

LISTING

STOCK CODE

National Stock Exchange of India Ltd.  Exchange Plaza, Plot No. C/1, G Block,  Bandra-Kurla Complex, Bandra East, Mumbai - 400 051

STOCK CODE ; ESCORTS

BSE Limited  Phiroze Jeejeebhoy Towers, Dalal Street,  Mumbai - 400 001

STOCK CODE ; 500495

Delhi Stock Exchange Limited  DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002

STOCK CODE ;  00012

Registrar and Share Transfer Agents

Escorts Limited has no Share Transfer Agent. The Company carries on its share transfer work in-house at:

ESCORTS LIMITED Corporate Secretariat

15/5, Mathura Road, Faridabad -121003 Haryana  Phone: 0129 - 2250222, Extension: 4275 / 4254  Fax: 0129 - 2250060  E-mail: corpsect@ndb.vsnl.net.in Website: www. escortsgroup.com

Share Transfer System

The Company is having in - house share transfer department duly registered with SEBI for providing services of Registrar and Transfer Agent to its investors. The authority relating to share transfer has been delegated to Share Transfer Committee of the Board of Directors to approve the Transfer, Transmission, Remat, Split & Consolidation of share certificates etc., which normally meets twice a month to approve the requests of the Investors .

Share Transfer Committee ensures the approval of share transfer/ transmission/ spliting and consolidation of valid request with in a period of 15 days from their receipt and also processing of valid Demat request within a week.

Investors Relation Centers

ESCORTS LIMITED

11, Scindia House, Connaught Circus, New Delhi - 110 001 Telephone No.: (011) 43587400 Fax No.: (011) 43587432

ESCORTS LIMITED

Times Square A Wing, Unit No. 1, 3rd Floor, Andheri-Kurla  Road, Andheri (East), Mumbai - 400 059  Telephone No.: (022) 67868607 Fax No.: (022) 67868687

Investors Communication

All enquiries relating to transfer, transmission, transposition, demat, remat, split, consolidation, nomination, change of address and payment of dividend can be addressed to email corpsect@ndb.vsnl.net.in or sent by post to Escorts Limited, Corporate Secretariat Department, 15/5, Mathura Road, Faridabad - 121 003, Haryana.

Nomination Facility

Shareholders can file their nominations against shares held under physical mode as well as electronic mode. The facility of nomination is not available to non-individual shareholders such as societies, trusts, bodies corporate, karta of Hindu Undivided families and holders of Powers of Attorney. The shareholders, who are holding shares in physical form and wish to avail this facility, may send prescribed Nomination Form SH - 13 duly filled and signed to Escorts Limited, Corporate Secretariat Department, 15/5, Mathura Road, Faridabad - 121 003, Haryana. This form can be downloaded from our website  www.escortsgroup.com

Outstanding GDRs/ ADRs /Warrants/ Stock Options etc.

There is no outstanding ADRs/ GDRs/ Warrants for conversion into equity shares except 1,92,000 stock options granted to the employees. Each stock option, upon exercise of the same, would be converted into one equity share of t 10/- each fully paid up. These options vest in three tranches after one year from date of grant as mentioned in the Letter of Grant and can be exercised during a period of two years or such extended period as the Employees Stock Compensation Committee may decide from the date of grant. The options unexercised during the exercise period would lapse .

There are no other convertible instruments outstanding, which could increase the paid up equity capital of the Company.

Plant locations

The Company has its manufacturing plants at the following locations:

1. Plot No. 18/4, Mathura Road, Faridabad - 121 007,  Haryana

2. Plot No. 2, Sector 13, Faridabad - 121 007, Haryana

3. Plot No. 3, Sector 13, Faridabad - 121 007, Haryana

4. Plot No. 115, Sector 24, Faridabad - 121 003, Haryana

5. Plot No. 219, Sector - 58, Ballabhgarh, Faridabad - 121 004, Haryana

6. Plot No. 9, Sector 1, Integrated Industrial Estate, Pant Nagar, Rudrapur - 263 145, Uttrakhand

Address for Correspondence

ESCORTS LIMITED  Corporate Secretariat  15/5, Mathura Road, Faridabad -121 003, Haryana  Phone: 0129 - 2250222, Extension: 4275/ 4254  Fax: 0129 - 2250060  E-mail: corpsect@ndb.vsnl.net.in Website: www. escortsgroup.com