24 Apr 2017 | Livemint.com

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Exide Industries Ltd.

BSE

  • 223.95 3.85 (1.75%)
  • Vol: 325122
  • BSE Code: 500086
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  • 224.35 0.00 (0%)
  • Vol: 2452320
  • NSE Code: EXIDEIND
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  • OPEN PRICE
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Exide Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE - 2015-2016

Governance Philosophy

The Company's approach and commitment to ethical Corporate Governance remains unchanged in its 69-years of existence. The underlying principles and core values still guide the Company in all its executive decision making processes.

Corporate Governance is an internalised process which drives your Company to remain in its path as a sustainable wealth creator for all its stakeholders - shareholders, customers, employees and the overall society at large within which it exists. Your Company believes that while substantial societal resources are being utilised by large corporates to generate wealth and add value, it is the principles of Corporate Governance that should keep them in the right track so that the process of wealth creation is sustainable over an extended period of time.

Your Company's principles of Corporate Governance are based on the philosophy of empowerment and responsibility. It feels the Management must be empowered to drive the organisation forward in the best interest of all the stakeholders. This empowerment, however, also thrusts upon it the responsibility to stay within the framework of accountability and transparency so that its actions are sustainable over a long time and benefit the larger society.

Your Company believes that if proper checks and balances are worked into the system of functioning, then its executive decision making becomes more process driven than individual driven and there are minimal chances of abuse of authority.

In its quest to inculcate an ethical corporate culture and citizenship within the organisation, the Company's governance philosophy depends heavily on a few tenets. These are trusteeship, transparency, empowerment and accountability, control and ethical corporate citizenship. Your Company is of the view that by inculcating these tenets, the appropriate corporate culture can be created whereby the Company is managed in a way that reflects ethical corporate citizenship.

The tenet of Trusteeship dictates that the Board of Directors will protect and enhance shareholder value as well as discharge the Company's obligations to all the other stakeholders. The Company's role in the economic and social spheres will be fulfilled under this tenet.

Under the tenet of Transparency the Company makes necessary disclosures and explains the rationale behind its policies and decisions to all those who are affected by them.

Empowerment makes it possible for the Company to remain innovative across the levels. It makes every individual employee within the organisation free to determine his or her destiny in tune with that of the organisation. Empowerment means delegation and decentralisation so that decision making process is fast and transparent to everyone.

However, this freedom of action that Empowerment allows is counter balanced by Control which ensures that management decision making remains within the framework of rules. Checks and balances are devised in a way that prevents malpractices and removes opacity in decision making so that risk management becomes more effective.

The Corporate Governance principles and processes make it possible for the Company to remain steadfast in its path of ethical corporate behaviour and citizenship. The principles are also manifest in its high standards of ethical behaviour, both internally and externally.

The Governance Structure

The following three interlinked levels within which Exide practice Corporate Governance:

i. Strategic supervision - by the Board of Directors

ii. Strategic management - by the Executive Committee

iii. Executive management - by the Divisional Heads of businesses

The structure ensures that at the ground level the executive management of the divisions are focused on embellishing the quality, efficiency and effectiveness of each business vertical. This level functions under the strategic day to day management of the Executive Committee that has under its ambit the overall vision of the entire organisation. Above both these is the Board of Directors that provides the strategic supervision on behalf of the shareholders. The Board is free from the task of strategic management but has the larger role of guiding the executive management with objectivity so that accountability is ensured at all levels

The central role of these three entities is dependent on the structure. Their role, in turn determines the responsibilities that is vested in them. Each entity is formally empowered with the requisite powers so that there is no hindrance to its discharge of responsibilities for the overall growth of the organisation.

BOARD OF DIRECTORS

In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before the Board to enable it to discharge its responsibilities of strategic supervision of the Company and as trustees of stakeholders.

Composition

As on the date of this Report, the Board of Directors of the Company consists of five (5) Executive Directors and seven (7) Non-Executive Directors. The composition of the Board represents an optimal mix of professionalism, knowledge and experience in business, finance, law and corporate management which enables the Board to discharge its responsibilities and provide effective leadership to the business. The positions of the Chairman of the Board and the Chief Executive Officer of the Company are held by separate individuals, where the Chairman of the Board is a Non-Executive & Independent Director. None of the Directors of your Company are related to each other.

Appointment/Re-appointment of Directors

Mr. Nawshir H Mirza has been appointed as an Additional Director of the Company on October 28, 2015. A Notice in writing has been received from a Member along with requisite deposit under Section 160(1) of the Companies Act, 2013 proposing the appointment of Mr. Nawshir H Mirza as a Director at the ensuing Annual General Meeting.

Mr. P. K. Kataky, Managing Director and Chief Executive Officer will be retiring from the directorship of the Company with effect from the close of business hours on April 30, 2016.

Subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting, the Board of Directors at its meeting held on April 27, 2016 appointed Mr. Gautam Chatterjee as the Managing Director and Chief Executive Officer for a period of 3 years with effect from May 01, 2016. Mr. Gautam Chatterjee has been heading the automotive business of the Company as Joint Managing Director since May 01, 2013. At the said Board Meeting, the Board of Directors also appointed Mr. Arun Mittal as an Additional and Whole-time Director to be in-charge of the industrial battery business of the Company for a period of three years with effect from May 01, 2016. A Notice  has been received from a Member under Section 160(1) of the Companies Act, 2013 proposing the appointment of Mr. Arun Mittal as a Director at the ensuing Annual General Meeting. Consequent upon the organisational change, Mr. Subir Chakraborty presently Director - Industrial will now head the Automotive and Submarine battery business of the Company with effect from May 01, 2016.

Mr. A. K. Mukherjee and Mr. Nadeem Kazim, Executive Directors, retire by rotation in accordance with the provisions of the Companies Act, 2013 and, being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

A brief Resume of the Directors proposed to be appointed/re-appointed, along with the particulars of Directorships held by them, has been appended to the Notice for the Annual General Meeting which is being circulated to the members alongwith this Report.

Mr. Nawshir H Mirza, Mr. Gautam Chatterjee and Mr. Nadeem Kazim do not hold any equity shares in the Company. Mr. A. K. Mukherjee holds 1,000 equity shares while Mr. Arun Mittal holds 1,152 equity shares in the Company.

Meetings and Attendance

During the financial year ended March 31, 2016, four (4) Board Meetings were held on April 30, 2015, July 30, 2015, October 28, 2015 and January 21, 2016 respectively. The previous Annual General Meeting was held on July 31, 2015.

Directors' Induction, Training and Familiarisation

The Board is responsible for the selection of new Directors on the recommendations received from the Nomination and Remuneration Committee. After getting appointed, the Directors receive a formal letter of appointment which inter alia explains the role, functions, duties and responsibilities expected from him as a Director of the Company. The Director is also explained in detail the compliances required to be made under the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Regulations, 2015") and other relevant regulations.

By way of an introduction to the Company, the Director is presented with the Company profile, Annual Reports and an overview of the Company's manufacturing facilities. All Non-Executive Directors newly inducted in the Board are introduced to the Company through appropriate orientation sessions. Presentations are made by various Executive Directors and senior management personnel and site visits to various plant locations are organised for them to provide a complete oversight into the Company's operations and business. Detailed presentations on Company's business segments, if any, performance updates, global business environment, business strategy and risks involved are periodically made at the Board Meetings during the year.

The details of such familiarisation programmes for Independent Directors along with the familiarisation policy are available on the company's web-site at <http://www.exideindustries.com/> corporate/about-us/our-policies.

Board Portal - Meetings Management System

With a view to leverage advancement in technology and reducing paper consumption, the Company has adopted a web-based application for transmitting Board/Committee Agenda. The Directors of the Company receive the Agenda in electronic form through this application, which can be accessed through Browsers and iPads/tablets. The application meets high standards of integrity and ensures confidentiality that is required for storage and transmission of Board/Committee Agenda in electronic form.

Code of Ethics for Directors and Senior Executives

All Directors and Members of the Senior Management have affirmed their compliance with the Code of Ethics for Board of Directors and Senior Executives as on March 31, 2016 and a declaration to that effect, signed by the Managing Director & CEO is enclosed and forms part of this Report. The Code of Ethics for Board of Directors and Senior Executives has also been posted on the web-site of the Company.

COMMITTEES OF THE BOARD

A. Audit Committee

The role / terms of reference of the Audit Committee interalia includes the following:

(a) Assist the Board of Directors of the Company in fulfilling its responsibilities to oversee the:

i. Company's financial reporting process;

ii. the integrity of the Company's financial statements as per authority and responsibilities provided in the Charter;

iii. Auditors' qualifications and independence;

iv. the performance of the Company's Internal Audit function and that of Statutory Auditors.

(b) Overseeing the reporting requirements for inclusion in the Company's Annual Report.

(c) Laying down the criteria for granting the omnibus approval in line with Policy on Related Party Transactions and such approval shall be applicable in respect of transactions which are repetitive in nature.

The role / terms of reference of the Audit Committee are in conformity with the SEBI Regulations, 2015 read in conjunction with Section 177 of the Companies Act, 2013.

Composition and Attendance

The Audit Committee presently comprises of five (5) Non-Executive Independent Directors. Mr. Nawshir H Mirza, Chairman of the Committee is a Non-Executive independent Director and a Chartered Accountant, acknowledged as a financial expert in his own right. All the other members are well versed in corporate finance and related areas.

During the financial year ended March 31, 2016, four (4) meetings of the Audit Committee were held on April 30, 2015, July 30, 2015, October 28, 2015 and January 21, 2016 respectively.

The Managing Director & CEO, Director- Finance & CFO and Chief-Internal Audit are permanent invitees to the Audit Committee meetings. The representative(s) of the Statutory Auditors also attend the Audit Committee Meetings. The Company Secretary acts as the Secretary to the Committee. Other Directors and members of the management are also invited as may be required from time to time.

B. Nomination & Remuneration Committee

The terms of reference of the Nomination and Remuneration Committee inter alia includes the following:

i. To identify persons who are qualified to become Directors and who may be appointed in the Senior Management and to lay down the criteria thereof;

ii. To recommend to the Board appointment of Directors and Senior Management Personnel and their removal;

iii. To evaluate the individual Directors performance;

iv. Formulate the criteria for determining the qualification, positive attribute and independence of the Directors;

v. Recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and other employees; and

vi. Devising a Policy on Board diversity.

For the performance evaluation criteria for Independent Directors, please refer Board's Report.

Composition and Attendance

The Nomination and Remuneration Committee presently comprises of three (3) Non-Executive Independent Directors. Mr. Vijay Aggarwal is the Chairman of the Committee who is also a Non-Executive Independent Director. The Company Secretary acts as the Secretary to the Committee.

Apart from the above, there was no pecuniary relationship or transactions between the Company and Non-Executive Directors.

The performance criteria for the purpose of payment of remuneration to the Directors are in accordance with the Nomination and Remuneration Policy of the Company.

C. Stakeholders Relationship Committee

The Committee oversees redressal of shareholders' grievances pertaining to transfer of shares, non-receipt of dividend and non-receipt of annual reports. The Committee also oversees the performance of registrar and transfer agent and recommend the measures for overall improvement in the quality of investor services.

Composition and Attendance

The Stakeholders Relationship Committee of the Company comprises of three (3) Directors. Mr. S Chand, Non-Executive Independent Director is the Chairman of the Stakeholders Relationship Committee. The Company Secretary is the compliance officer and acts as the secretary to the Committee.

Investor Grievance Redressal Mechanism

During the financial year ended March 31, 2016, 11 complaints were received from Shareholders. All complaints have been redressed to the satisfaction of the shareholders and none of them were pending as on March 31, 2016.

D. Share Transfer Committee

The Share Transfer Committee approves the transfer/ transmission of shares, sub-division or consolidation of shares and issue of new/duplicate share certificates and related matters. The Share Transfer Committee comprises of four (4) Executive Directors.

Composition and Attendance

During the financial year ended March 31, 2016, 27 Meetings of the Share Transfer Committee were held on April 13, 2015, April 27, 2015, May 12, 2015, May 26, 2015, June 11, 2015, June 24, 2015, July 07, 2015, July 24, 2015, August 07, 2015, August 21, 2015, September 05, 2015, September 15, 2015, September 29, 2015, October 13, 2015, October 27, 2015, November 07, 2015, November 20, 2015, December 02, 2015, December 11, 2015, December 26, 2015, January 08, 2016, January 19, 2016, January 27, 2016, February 09, 2016, February 22, 2016, March 07, 2016 and March 18, 2016 respectively. The composition and attendance details of the committee meetings are as follows:

E. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is responsible for -

1. formulating the CSR Policy and proposing revisions as and when required subject to the approval of the Board of Directors;

2. proposing budget allocation for the CSR activities, subject to the approval of the Board of Directors;

3. identifying modalities of implementing the CSR activities

. formulation of an effective monitoring system;

5. monitoring the progress of the CSR programs on a regular basis;

6. review of the impact assessment; and

7. annually report to the Board, the status of CSR activities and contributions made.

The Committee has formulated a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company and recommend the expenditure on the specified CSR activities pursuant to Schedule VII of the Companies Act, 2013 and also monitor the Policy from time to time. The said Policy is available on the web-site of the Company at <http://www>. exideindustries.com/corporate/about-us/our-policies.

Composition & Attendance

The Corporate Social Responsibility Committee comprises of four (4) members with Mr. Bharat D Shah, Non-Executive Independent Director acting as Chairman. During the year, Mr. R. G. Kapadia ceased to be Chairman & Member of the Committee w.e.f. January 07, 2016 and Mr. Bharat D Shah was inducted as Chairman of the Committee w.e.f. January 21, 2016

F. Banking Operations Committee

The Banking Operations Committee has been constituted to approve opening and closing of bank accounts, change in bank signatories and carrying on other routine banking operations. The Committee comprises of four (4) Executive Directors, viz. Mr. P. K. Kataky, Mr. G Chatterjee, Mr. A. K. Mukherjee and Mr. Nadeem Kazim.

G. Executive Committee

The Executive Committee comprises of the Executive Directors, Key Management Personnel and Senior Management Personnel viz. Mr. P. K. Kataky, Mr. G Chatterjee, Mr. A. K. Mukherjee, Mr. Subir Chakraborty, Mr. Nadeem Kazim, Mr. Jitendra Kumar and Mr. Achim Leulsdorf. The Committee focuses on the strategic management issues of the Company, subject to the overall supervision of the Board of Directors.

H. Independent Directors Meeting

During the year under review, the Independent Directors met on April 30, 2015 inter alia, to discuss:

i. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

ii. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors; and

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the said Meeting.

MAJOR POLICIES ADOPTED BY THE COMPANY

I. Whistle Blower Policy/Vigil Mechanism

In accordance with the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, every listed Company is required to have a Vigil Mechanism for the Directors and employees to report their genuine concerns and grievances. The Company has a Whistle Blower Policy in place and the same is also available on the web-site of the Company. The Audit Committee of Directors is entrusted with the responsibility to oversee the Vigil mechanism. During the year, no personnel was denied access to Audit Committee.

The Whistle Blower Policy is uploaded on the Company's web-site under the following web-link <http://www>. exideindustries.com/corporate/about-us/our-policies.

II. Policy on Material Subsidiaries

In accordance with the requirements of Regulation 16(1)(c) of SEBI Regulations, 2015 the Company has a Policy on Material Subsidiaries. A subsidiary shall be considered a material subsidiary if any of the following conditions are satisfied:

a. if the net-worth (i.e. paid-up capital and free reserves) of the subsidiary exceeds 20% of the consolidated net worth of the Company and its subsidiaries in the immediately preceding accounting year; or

b. if the income of the subsidiary exceeds 20% of the consolidated income of the Company and its subsidiaries in the immediately preceding accounting year.

The Policy on Material Subsidiaries have been uploaded in the Company's web-site under the following web-link <http://> www.exideindustries.com/corporate/about-us/our-policies

III. Policy on Related Party Transactions

All transactions entered into with the Related Parties during the financial year ended March 31, 2016 were in the ordinary course of business and on an arm's length basis and without any conflict of interest in accordance with the provisions of the Companies Act, 2013 and SEBI Regulations, 2015. Moreover, there were no materially significant related party transactions during the financial year which were in conflict with the interest of the Company. Suitable disclosures as prescribed under the Accounting Standard (AS 18) have been made in the notes to the Financial Statements.

The policy for related party transactions has been uploaded on the Company's web-site. The web-link is <http://www>. exideindustries.com/corporate/about-us/our-policies

iv. Policy on Determination of Materiality for Disclosures and Archival Policy

In accordance with Regulation 30 of SEBI Regulations, 2015, the Company has framed a Policy on Determination of Materiality for Disclosures to disclose events or information which, in the opinion of the Board of Directors of the Company, are material. Further the Company has an Archival Policy in line with the requirements of SEBI Regulations to ensure that information relating to the Company is adequately disclosed on its web-site as required by law. The Policies have been uploaded on the Company's web-site. The weblink is <http://www>. exideindustries.com/corporate/about-us/our-policies.

V. Policy on Preservation of Documents

In accordance with Regulation 9 of SEBI Regulations, 2015, the Company has framed a Policy on preservation of documents approved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and to provide guidance to the executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

Disclosures

a. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

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

There was no such instance of non-compliance during the last three years.

c. All Mandatory requirements have been appropriately complied with and the non-mandatory requirements are dealt with at the end of the report.

d. Disclosure of commodity price risk and commodity hedging activities

Lead and Lead Alloys are the primary materials consumed in the manufacture of batteries representing more than 70% of total material consumption by value.

The Company procures about 35% of its Lead and Lead Alloys requirement through imports or import parity pricing based on prices quoted on London Metal Exchange (LME). Balance 65% of its Lead and Lead Alloys are procured from Local Smelters, including its own Smelters, prices of which are influenced by demand/supply situation as well as LME price movement.

At times, prices of Lead and Lead Alloys become volatile due to sudden changes in demand/supply situation as well as LME price movement due to international forces. The Company procures Lead and Lead Alloys mostly at current pricing or on LME averages and there is no long-term contract for pricing.

About 30% of Company's business with OEMs as well as institutional customers are having "Lead price variation clause" (Lead price denominated pricing). Hence, this portion of the business is protected from Lead price volatility. Balance 70% of Company's business to retail customers are exposed to lead price volatility as prices are determined by market forces. However, increasing usage of recycled Lead, replacing consumption of pure Lead, which is cheaper than pure Lead and not directly exposed to LME price movement, to some extent reduces the risk of Lead price volatility.

Exposure to currency fluctuations and its impact on Company's business is significant since about 35% ofLead and Lead Alloys procurement is based on "import parity

price." Moreover, there are imports of few other materials as well as most of the capital goods (machineries).

While exposure to currency fluctuation on Lead and Lead alloy cost is to some extent mitigated as stated above, exposure on account of other imports remains. However, Exports, which constitutes about 4% of Company's business, acts as an automatic hedge against risks resulting from currency fluctuation.

As a policy, the Company does not enter into Commodity hedging. Accordingly, as on the date of reporting, there is no open position held by the Company on Commodity futures or options. Same principle applies in case of currency also. Very few "forward covers" are taken, at times, against import liabilities when situation warrants. As at end of March'16, there is no open "forward cover" for foreign currency liability.

e. The disclosures on corporate governance as required under Regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 have been adhered and complied with.

MEANS OF COMMUNICATION

A. Quarterly results and Audited Financial Results are generally published in following Newspapers:

The Economic Times The Telegraph Times of India Hindu Business Line Ananda Bazar Patrika The Mint

Business Standard Eisamay

B. The Company's web-site at www.exideindustries.com is regularly updated with financial results.

C. Whether MD & A is a part of Annual Report : Yes

D. Whether Official news Releases and Presentations made to Institutional Investors/Analysts are posted on the web-site of the Company : Yes

GENERAL SHAREHOLDER INFORMATION

1. The 69th Annual General Meeting is proposed to be held for the Financial Year: April 01, 2015 to March 31, 2016.

2. The Company has furnished information as required under Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, relating to appointment of new Directors and re-appointment of retiring Directors. Shareholders may kindly refer to the Notice convening the 69th Annual General Meeting of the Company. The name of other companies in which the Directors appointed/ re-appointed holds directorship and the membership of Committees of the Board are also given in the annexure to the Notice convening the 69th Annual General Meeting

. Annual General Meeting for the Financial Year 2015-2016

Date : July 19, 2016

Venue : Kala Mandir, 48 Shakespeare Sarani, Kolkata - 700 017

Time : 11.00 AM

Dates of Book Closure for: July 13, 2016 to July 19, 2016

Final Dividend  : (up to 11.00 A.M.)

Last Date of receipt of : July 17, 2016 (11.00 A.M.)

Proxy Forms : . Tentative Financial Calendar for 2016-2017

First Quarterly Results : July, 2016

Second Quarterly/Half Yearly Results : October, 2016

Third Quarterly Results : January, 2017

Annual Results for the year ending on March 31, 2017 : April, 2017

Annual General Meeting for the year ending on March 31, 2017 : July, 2017

Dividend Payment Date

During the financial year 2015-16, the Company paid an interim dividend @ Rs. 1.60 per equity share to its shareholders.

The Final Dividend @ Re. 0.80 per equity share as recommended by the Board at its meeting held on April 27, 2016 for the year ended March 31, 2016, if approved by the shareholders at the ensuing Annual General Meeting to be held on July 19, 2016, will be paid within 30 days from the date of the Annual General Meeting.

Unclaimed Dividend

Section 205A of the Companies Act, 1956 as amended from time to time and/or relevant corresponding provisions of the Companies Act, 2013 once notified, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to IEPF:

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 31, 2015 (date of last Annual General Meeting) on the Company's web-site <http://> www.exideindustries.com/corporate/investors/unclaimed-dividend and on the web-site of Ministry of Corporate Affairs.

6. Listing of Equity Shares on Stock Exchanges and Stock Code/Symbol

ISIN: INE302A01020

The Equity Shares of the Company are presently listed on the following Stock Exchanges:

Name and Address of the Stock Exchange

 The Calcutta Stock Exchange Limited (CSE)

7 Lyons Range, Kolkata - 700 001  

Stock Code : 15060 & 10015060

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

Stock Code 500086

National Stock Exchange of India Limited (NSE)

Exchange Plaza, 5th Floor Plot no. C/1, G Block Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051

Symbol : EXIDEIND

The listing fees for the Financial Year 2016-17 has been paid to the above Stock Exchanges.

9. Registrar and Transfer Agent

The Company has engaged the services of C B Management Services (P) Ltd, P-22 Bondel Road, Kolkata- 700 019, a SEBI registered body as its Registrar and Share Transfer Agent for processing transfers, sub-division, consolidation, etc. Since trading in Company's shares can now be done only in the dematerialised form, request for demat and remat should be sent directly to the Registrar through concerned depository participants. The Company has made arrangements for dematerialisation of its share currently held in physical form with National Securities Depository Limited (NSDL) and Central Depository Services (India)

Limited (CDSL

10. Share Transfer System

As stated above, the Company's shares are compulsorily traded in demat mode on the Stock Exchanges,. The shareholders are therefore requested to kindly note that physical documents, viz. Demat Request Forms (DRF) and Share Certificates, etc. should be sent by their Depository Participants (DP's) directly to the Share Transfer Agents. Any delay on the part of the DP's to send the DRF and the Share Certificates beyond 15 days from the date of generation of the DRN by the DP will be rejected/cancelled. This is being done to ensure that no demat requests remain pending with the Share Transfer Agent beyond a period of 15 days. Shareholders should, therefore, ensure that their DP's do not delay in sending the DRF and Share Certificates to the Share Transfer Agent after generating the DRN.

Request for transfer of shares held in physical form can be lodged with C B Management Services (P) Ltd. Share transfer processed and share certificate duly endorsed are issued within 30 days of the date of lodgement subject to documents being valid and complete in all respects. The Share Transfer Committee meets at least once in a fortnight. During the year 2015-16, the Committee met 27 times. The decisions of the Committee are placed at the next Board Meeting. The Company obtains from a Company Secretary in practice, a half-yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (erstwhile Clause 47(c) of Listing Agreement) and files a copy of the said certificate with Stock Exchanges.

11. Nomination Facility

Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital & Debentures) Rules, 2014, nomination facility is available to the shareholders. This facility is mainly useful for shareholders holding the shares in single name. In cases where the shares are held in joint names, the nomination will be effective only in the event of death of all the joint holders.

Investors are advised to avail of this facility, especially those holding securities in single name, to avoid the expensive and long drawn process of transmission by law.

Investors holding shares in physical form may obtain nomination form (Form SH-13) from the Registrar and Share Transfer Agent of the Company. However, if the shares are held in dematerialised form, the nomination has to be intimated to your depository participants directly, as per the format prescribed by them.

National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).The International Securities Identification Number (ISIN) allotted to our shares under the Depository system is INE302A01020.

16. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRs, ADRs, Warrants or any other convertible instruments.

17. Cost Audit

Name of the Cost Auditor: Shome & Banerjee Cost Accountants 5A, Nurulla Doctor Lane (West Range) 2nd Floor, Kolkata - 700 017 Regn No.: 000001

Actual date of filing the Cost Audit Report for 2014-15 : : September 16, 2015

18. Commodity Price risk or Foreign Exchange risk and Hedging activities

The same has already been explained under the heading 'Disclosures' in this report.

19. Plant Locations

State Address

West Bengal 91 New Chord Road, Authpur, Shamnagar,

24 Parganas (N)- 743 128

West Bengal Durgachak, Haldia, Dist Midnapore (E), West Bengal- 721 602

Haryana Plot No. 179, Sector 3, HSIIDC Growth Centre, Bawal- 123 501

Maharashtra D2, MIDC Industrial Estate, Chinchwad East, Pune- 411 019

Maharashtra Plot No. T-17 MIDC Taloja Industrial Area, Taloja- 410 208

Maharashtra E-5, MIDC, Nagapur Taluka, Ahmednagar- 414 111

Tamil Nadu Chichurakanapalli, Sevaganapalli Panchayat, Hosur Taluk, Dist Krishnagiri -635 103

Uttarakhand Khasra No. -275, Lakeshwari Industrial Area, Bhagwanpur, Roorkee, Dist-Haridwar - 247 661

Uttarakhand Plot No. 31, Sector 8A, Integrated Industrial Estate, Ranipur, Haridwar - 249 403

20. Address for Correspondence

The Company's registered office is situated at Exide House, 59E, Chowringhee Road, Kolkata- 700 020.

All Shareholders' correspondence should be addressed to:

(a) Share Department, Exide Industries Limited Exide House, 59E Chowringhee Road, Kolkata- 700 020

Contact Person:

Mr. Jitendra Kumar,

Company Secretary and Compliance Officer, Tel Nos. [033] 2283 2118/2150/2171 Fax No. [033] 2283 2642 Email: Jitendrak@exide.co.in

(b) C B Management Services (P) Ltd. P-22 Bondel Road, Kolkata- 700 019

Contact Person:

Mr. Amit Banerjee, GM- Operations Tel No.: [033] 4011 6700/4011 6725/4011 6729/4011 6742 Fax No.: [033] 4011 6739 Email: rta@cbmsl.com

(c) For investor grievances shareholders may send an email to cosec@exide.co.in