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Finolex Cables Ltd.

BSE

  • 517.85 2.70 (0.52%)
  • Vol: 6584
  • BSE Code: 500144
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  • OPEN PRICE
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  • BID PRICE (QTY.)
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NSE

  • 516.55 0.00 (0%)
  • Vol: 55317
  • NSE Code: FINCABLES
  • PREV. CLOSE
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  • OPEN PRICE
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    516.55(54)

Finolex Cables Ltd. Accounting Policy

 

 

CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance envisages attainment of transparency, accountability and propriety in the total functioning of the Company and in the conduct of its business internally and externally, including its interactions with employees, members, deposit holders, creditors, consumers and institutional and other lenders.

The Company believes that its systems and actions must be dovetailed for enhancing the performance and shareholder value in long term.

The Company has adopted certain practices to achieve good corporate governance; the salient ones being fairness and transparency in dealings, accountability for performance, effective management control by the Board of Directors of the Company (the "Board"), constitution of Board Committees as a part of internal control system, fair representation of professional, qualified, non-executive and independent directors on Board, adequate and timely disclosure of financial and other information and prompt discharge of statutory obligations and duties. The Board has laid down a Code of Conduct for all Board members and senior management of the Company. The Code of Conduct has been hosted on the website (<http://www.finolex.com>) of the Company.

2. BOARD OF DIRECTORS :

2.1 Constitution of the Board:

• The Company believes that a diverse Board will further enhance the quality of the decisions made by the Board by utilizing the different skills, qualifications, professional experience, gender, knowledge, etc. of the members of the Board, necessary for achieving sustainable and balanced development.

• The composition of the Board with reference to the number of executive and non-executive directors, amply meets the requirement of Code of Corporate Governance.

• Out of Eleven Directors, there is one promoter executive Director namely Mr. D. K. Chhabria, Executive Chairman, one promoter non executive Director namely Mr. P. P. Chhabria, Director Advisor, one non-promoter executive Director namely Mr. Mahesh Viswanathan designated as "Executive Director and Chief Financial Officer" and one non-promoter non-executive Woman Director, Mrs. Namita V Thapar who was appointed as an Additional Director on the Board with effect from 8th November 2014.

• The majority of Directors on the Board are independent directors. There are seven independent non-executive Directors, namely Dr. H. S. Vachha, Mr. Atul C. Choksey, Mr. Sanjay K. Asher, Mr. P. G. Pawar, Mr. S.B. (Ravi) Pandit, Mr. P. R. Rathi and Mr. A. J. Engineer. The independent directors are all eminent persons having expertise and many years of experience in their respective fields. None of the independent directors are related to the promoters and neither collectively nor individually do they hold two percent or more of the total voting power of the Company.

2.2 Meetings:

Board meetings are held at least four times during the year coinciding with the presentation of each quarterly financial results. During the last financial year four Board Meetings were held i.e. on 8th May, 2014, 8th August, 2014, 8th November, 2014 and 12th February 2015.

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, memberships/chairmanships of only the Audit Committee and Share Transfer/ Stakeholders Relationship Committees of all public limited companies (excluding those of the Company), have been considered.

2.5 Information placed before the Board:

The information placed before the Board is as follows:

(a) Annual operating plans and budgets, revisions and updates, if any.

(b) Capital budgets with revisions and updates, if any.

(c) Quarterly (including periodic) results of the Company and its operating divisions / business segments.

(d) Minutes of the meetings of Audit and other Committees of the Board.

(e) The information on recruitment and remuneration of senior officers below the Board level, including appointment or cessation of office by Chief Financial Officer and Company Secretary.

(f) Show cause, demand and prosecution notices, which are materially important.

(g) Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

(h) Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.

(i) Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

(j) Details of any joint venture or collaboration agreement.

(k) Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

(l) Industrial relationship issues of material nature and proposed remedial actions. All significant developments in Human Resources / Industrial Relations.

(m) Transactions of material nature of buying and selling of investments, or undertaking/assets, which are not in normal course of business.

(n) Quarterly reports on foreign exchange exposure and the steps taken by the Management to manage the risks of adverse exchange rate movement, if material.

(o) Status on compliance with all regulatory, statutory and material contractual requirements.

(p) Details of delegation of authorities to executives and Powers of Attorney issued.

3. AUDIT COMMITTEE:

Constitution and Composition:

The Audit Committee which was formed in February 1997, presently comprises of four independent non-executive Directors, namely Dr. H.S. Vachha (Chairman of the Committee), Mr. Sanjay K. Asher, Mr. P.R. Rathi (Alternate Chairman) and Mr. P.G. Pawar. Mr. R. G. D'Silva, Company Secretary & President (Legal) acts as the Secretary to the Committee.

Terms of reference:

The Audit Committee acts as a link between the management, external and internal auditors and the Board. The Audit Committee overseas the financial reporting process of the Company and provides direction to the Audit function besides monitoring the scope and quality of internal and statutory audit.

The brief terms of reference of the Audit Committee include-

1) Review of the Company's financial reporting process and financial statements,

2) Review of accounting and financial policies and practices,

3) Review of internal control and internal audit systems,

4) Discussion with internal auditors and statutory auditors on any significant findings and follow-up thereon,

5) Reviewing the Company's financial and risk management policies, including foreign exchange related risks,

6) To investigate any activity within its terms of reference,

7) To seek information from any employee,

8) To obtain outside legal or other professional advice,

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

10) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible,

11) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees,

12) Approval of payment to statutory auditors for any other services rendered by the statutory auditors,

13) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of Section 134 (3)(c) 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, if any, in the draft audit report,

14) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval,

15) Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems,

16) 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,

17) Discussion with internal auditors any significant findings and follow up thereon,

18) 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,

19) Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern,

20) To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, members (in case of non payment of declared dividends) and creditors,

21) The Audit Committee also overseas and reviews the functioning of the vigil mechanism, which includes fraud risk management and whistle blower policy implemented by the Company and review of cases of material nature, if any, and actions taken in this respect.

22) The Audit Committee shall mandatorily review the following information:

(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),

(c) Management letters/ letters of internal control weaknesses issued by the Statutory Auditors,

(d) Internal audit reports relating to internal control weaknesses, and

(e) The appointment, removal and terms of remuneration of the Chief Internal Auditor.

Meetings and Attendance:

The Audit Committee has met nine times during the financial year ending 31st March 2015, as against the minimum requirement of four meetings i.e. on 19th April, 2014, 8th May, 2014, 8th August, 2014, 20th September, 2014, 7th November, 2014, 8th November, 2014, 11th February, 2015, 12th February, 2015 and 30th March 2015. The necessary quorum was present for each of the meetings of the Committee.

The Company has an internal audit department which carries out internal audit as per the annual plan approved. The internal audit report and action taken on audit recommendations/ suggestions are regularly reviewed by the audit committee. In addition the Company has appointed M/s Ernst & Young LLP a leading firm of Chartered Accountants, as external internal auditor for carrying out specialized internal audit as per the detailed programme approved for strengthening the financial controls and checks and balances built into the SAP system of the Company.

The concerned partners/representatives of the Statutory Auditors, Cost Auditors, Internal Auditors and the Executive Directors/ functional heads/executives of Finance, Accounts, Secretarial, Systems departments of the Company attend Audit Committee Meetings. The Statutory Auditors attended eight meetings of the Audit Committee held in financial year ending 31st March, 2015. The Cost Auditors generally attend the meetings when matters concerning Cost Audit are dealt with by the Audit Committee and they attended one meeting of the Audit Committee in financial year ending 31st March, 2015.

The date of the meeting of the Committee held for considering finalization of accounts for the year ending 31st March, 2015 was 12th May, 2015.

The due date for filing of Cost Audit Report for the financial year ending 31st March, 2014 in XBRL format was 27th September, 2014 and the Company has filed the same within the said prescribed date.

4. NOMINATION AND REMUNERATION COMMITTEE:

Constitution and Composition:

In view of the importance given by the Company to good corporate governance a Remuneration Committee was constituted by the Board at its meeting held on 21st October, 2000.

At its meeting held on 8th May 2014 the Board changed the nomenclature of the Committee to "Nomination and Remuneration Committee" as also its role to align the same with the provisions of the Companies Act, 2013 and applicable Rules framed thereunder. The Committee presently comprises of three independent and non-executive Directors namely Mr. P.R. Rathi (Chairman), Mr. Sanjay K. Asher and Mr. P.G. Pawar, Members.

Terms of reference:

The Remuneration Committee has been set up to determine on behalf of the Board and on behalf of the members with agreed terms of reference, the Company's policy on specific remuneration packages for Executive Directors including pension rights, any compensation payment and recommendation in respect of commission, if any, payable to non-executive Directors.

The role of the Nomination and Remuneration Committee includes the following:

(a) To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with criteria laid down.

(b) To recommend to the Board their appointment and removal.

(c) To carry out evaluation of every Director's performance.

(d) To formulate the criteria for determining qualifications, positive attributes and independence of a Director.

(e) To recommend to the Board a Remuneration Policy relating to the remuneration for Directors, key managerial personnel and other employees and also device a policy on Board diversity.

(f) While formulating the Remuneration Policy the Committee shall ensure that:-

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and

• remuneration to Directors, key managerial personnel, senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

(g) approve/decide any matters/issues incidental/necessary or connected with the aforesaid premises.

Mr. R.G. D'Silva, Company Secretary & President (Legal) acts as the Secretary to the Committee.

Meetings and Attendance:

The Committee has met on 8th May 2014 and 7th November, 2014 during the financial year ended 31st March 2015. Mr. P. R. Rathi and Mr. Sanjay K. Asher attended both the meetings. Mr. P.G. Pawar attended one meeting of the Committee.

5. SHARE TRANSFER-CUM-STAKEHOLDERS RELATIONSHIP COMMITTEE:

Constitution and Composition:

At its meeting held on 8th May 2014 the Board changed the nomenclature of the Committee to "Share Transfer-cum-Stakeholders Relationship Committee" as also its role to align the same with the provisions of the Companies Act, 2013 and applicable Rules framed thereunder.

The Share Transfer-cum-Stakeholders Relationship Committee presently comprises of two executive Directors [namely: Mr. D.K. Chhabria and Mr. Mahesh Viswanathan and one non executive Director (namely: Mr. P.P. Chhabria)] and three independent, non­executive Directors (namely Mr. P.G. Pawar, Mr. Sanjay K. Asher and Mr. P. R. Rathi). Mr. P.G. Pawar an independent and non­executive Director is the Chairman of the Committee.

The Board has designated Mr. R.G. D'Silva, Company Secretary & President (Legal) as the Compliance Officer.

Terms of reference:

The Committee in addition to considering matters of share transfers oversees redressal of shareholders' and investors' complaints/ grievances and recommends measures to improve the level of investor services.

The role of the Share Transfer-cum-Stakeholders Relationship Committee includes the following:

(a) To resolve the grievances of securityholders of the Company including complaints related to transfer/transmission of shares, non receipt of balance sheet, non receipt of declared dividends, etc.

(b) To attend to transfer of securities formalities at least once in a fortnight, as may be required.

(c) To redress securityholders complaints/grievances and recommend measures to improve the level of investors/stakeholders services.

(d) To approve/decide any matters/issues incidental/necessary or connected with the aforesaid premises.

Meetings and Attendance:

The Committee meets as and when required, depending on the receipt of requests for share transfers, etc from members and there were six meetings held during the year. The majority of the members of the Committee attended all six meetings held during the year.

Two Complaints for non receipt of Annual Report for the year 2013-14 were received from members during the year and no complaint was outstanding as on 31st March 2015.

6. CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE:

Constitution and Composition:

The Corporate Social Responsibility Committee (CSR Committee) was constituted by the Board at its meeting held on 8th May 2014. The CSR Committee comprises of three Directors namely: Mr. P R Rathi, Independent Director and Chairman of the Committee, Mr. D K Chhabria, Executive Chairman and Mr. Mahesh Viswanathan, Executive Director and Chief Financial Officer. The composition of the CSR Committee, its terms of reference and activities are in line with the requirements of the Companies Act, 2013 (The "Act") read with the applicable Rules of Companies (Corporate Social Responsibility Policy) Rules, 2014.

Mr. R G D'Silva, Company Secretary & President (Legal) acts as the Secretary to the Committee.

Terms of reference:

The terms of reference of the CSR Committee are as follows:

(a) Formulate and recommend to the Board, CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act.

(b) Recommend the amount of expenditure to be incurred on CSR activities.

(c) Monitor the CSR Policy of the Company from time to time by instituting a transparent monitoring mechanism for implementing CSR Projects.

 (d) ensure that the Company's CSR policy and activities are in due compliance with the provisions of the Companies Act, 2013 and Rules framed thereunder, Memorandum of Association and Articles of Association of the Company and all other laws, regulations and guidelines as may be or become applicable in this regard;

(e) approve/decide any other matters/issues incidental/necessary or connected with the aforesaid premises and to settle all questions, difficulties or doubts that may arise in relation to the implementation of the CSR Policy and/or activities of the Company;

(f) meet from time to time for purpose of considering the aforesaid matters, forward the Committee's recommendations on CSR activities for due consideration of the Board and cause the tabling of the minutes thereof at the next meeting of the Board, and

(g) Review and comply with the requirements of the provisions of the Act, Companies (Corporate Social Responsibility Policy) Rules, 2014 and periodical disclosure requirements.

The CSR Committee has formulated a Corporate Social Responsibility Policy ("CSR Policy") which has been approved by the Board. The CSR Policy has been placed on the website of the Company <http://www.finolex.com>.

Meetings and Attendance:

The CSR Committee has met twice in the financial year i.e. on 8th August 2014 and 12th February 2015. Mr. P R Rathi, Chairman, Mr. D K Chhabria and Mr. Mahesh Viswanathan, Members attended both the meetings.

7. RISK MANAGEMENT COMMITTEE

Constitution and Composition:

The Board has, at its meeting held on 8th November 2014, constituted the Risk Management Committee of the Company. The Committee consists of Dr H S Vachha, Independent Director as Chairman of the Committee, Mr Sanjay K Asher, Independent Director as Member, Mr D K Chhabria, Executive Chairman as Member and Mr. Mahesh Viswanathan, Executive Director and Chief Financial Officer as Member. The constitution of the Committee meets the requirements of the Companies Act, 2013 and of Clause 49 of the Listing Agreement.

Mr. R G D'Silva, Company Secretary & President (Legal) acts as the Secretary to the Committee.

Terms of reference:

The Role and responsibilities of the Committee includes the following:

(a) The Committee has a primary responsibility and accountability to the Board to use its best efforts to ensure that the Company's risk management framework is properly managed and improved on a regular basis so as to protect the Company's interests and enhance its risk mitigating effort to meet its risk management objectives;

(b) The Committee shall consider matters relating to the identification, assessment, monitoring and management of risks associated with the operations of the Company. The Committee shall also examine any other matters referred to it by the Board and/or the Executive Chairman of the Company;

(c) The Committee has oversight of the development and implementation of internal control systems and procedures to manage risks;

(d) The Committee to assess and monitor the effectiveness of controls instituted;

(e) Review and making of recommendations to the Board in relation to risk management, overall current and future risk appetite and risk management strategy suitable for the Company;

(f) Oversight of implementation of risk management strategy by the Senior Management/Functional Heads or Heads of Department of the Company and their performance in this regard;

(g) Review and constructive analysis of the proposals and decisions on all aspects of risk management arising from the Company's operations;

(h) Assessing and reporting to the Board on any material changes to the risk profile of the Company;

(i) Reporting to the Board in connection with the Company's annual risk management reporting responsibilities to be given in the Board's Report attached to the financial statement of the Company in the format prescribed, if any, and

(j) Monitoring the risks associated with all material outsourcing arrangements, if any, by the Company.

Meetings and Attendance:

The Committee has met once during the financial year ending 31st March 2015 and the Chairman and all Members of the Committee attended the said meeting.

The Management Discussion and Analysis Report provides information on the principle risks faced by the Company and the strategies, procedures and efforts to contain/mitigate risks.

Evaluation of risks faced in the business of the Company, assessment of issues, the strategy and measures to be undertaken to mitigate risks to the extent possible, is a continuous on going process and these aspects are periodically examined by the Committee and by the Board as part of the risk management strategy of the Company.

9. INDEPENDENT DIRECTORS' MEETING

Section 149(8) of the Companies Act, 2013 has prescribed the Code for independent directors in Schedule IV for every company that has independent directors. Clause VII of this Schedule requires every company to convene a separate meeting of the independent directors.

During the year, the independent directors met on 12 February, 2015, to:

• Review the performance of non-independent directors and the Board as a whole;

• Review of performance of the Chairman; and

• Assess quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the independent directors were present at the meeting except for Mr S B (Ravi) Pandit who had expressed his inability to attend the said meeting.

10. DISCLOSURES:

a) Disclosures regarding materially significant related party transactions: For details please refer Note No. 36 of Notes forming part of the Accounts.

b) There were no instances of non-compliance or penalty, strictures imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets, during the last three years.

c) The Company has complied with the mandatory requirements of corporate governance under Clause 49 of the Listing Agreements with the Stock Exchanges.

d) The non-mandatory requirements have not been adopted as a formal policy except for Nomination and Remuneration Committee as set out in Item 4 above.

11. MEANS OF COMMUNICATIONS:

(a) The quarterly results of the Company are published in leading newspapers viz, normally Hindu Business Line (all editions) and Lokmat (Pune edition) and also displayed on the corporate website (<http://www.finolex.com>). Official news/media releases, blank forms/formats for convenience of memders and other information of the Company are uploaded on its said website and where relevant are also informed to the stock exchanges for taking the same on record. The management provides detailed analysis of Company's operations, which forms a part of the Annual Report.

(b) National Stock Exchange of India Limited (NSE) Electronic Application Processing System (NEAPS): NEAPS is a web based application designed by NSE for corporates. In addition to being uploaded on the Company's corporate website the Shareholding Pattern and Corporate Governance Report are also filed electronically on NEAPS on a quarterly basis for information of stakeholders.

(c) Securities and Exchange Board of India (SEBI) Complaints Redress System (SCORES): Investor complaints are processed in centralized web based complaints redressal system, which provides for centralised database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.

(d) Investor Services Email ID: The Company has designated an Email ID namely Investors@finolex.com  exclusively for investor servicing.

12. SHAREHOLDER INFORMATION:

The Annual report includes financial statements, key financial data and detailed information in the Management Discussion and Analysis and Shareholders'/Debenture holders information sections.

Shareholder / Debentureholder Information

Registered Office

Finolex Cables Limited, 26/27 Mumbai-Pune Road, Pimpri, Pune 411 018

Annual General Meeting

The Forty Seventh Annual General Meeting ("AGM") of the Company will be held on Monday, 10th August, 2015 at 11.30 a.m. at the Auditorium of Auto Cluster Development and Research Institute, H Block, Plot C-181, Near D' Mart, Chinchwad, Pune - 411 019.

Financial Calendar (Tentative):

(a) Annual General Meeting : 10th August, 2015

(b) Results for quarter ending 30th June, 2015 : Second week of August, 2015

(c) Results for quarter ending 30th September, 2015 : Second week of November, 2015

(d) Results for quarter ending 31st December, 2015 : Second week of February, 2016

(e) Results for quarter ending 31st March, 2016 : Last week of May, 2016

Dates of Book Closure

The Company's Transfer Books will be closed from Saturday, 1st August, 2015 to Monday, 10th August, 2015 (both days inclusive) for purpose of AGM and for payment of Dividend for the year ending 31st March, 2015.

Dividend Payment

The Board of Directors of the Company at its meeting held on 12th May, 2015 recommended payment of Dividend @90% (i.e. Rs.1.80 per share) for the year ending 31st March, 2015. The payment of dividend is to be approved by the members at the AGM and as on date is exempt from income-tax in the hands of members. The aforesaid Dividend, if declared at the AGM, will be paid on or before 8th September, 2015 to those members whose names appear in the Register of Members as on the date of AGM. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership as per the details to be received from the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose, the same being as of close of their respective hours of business on the date immediately preceding the aforesaid Book Closure period (i.e., as of Friday, 31st July, 2015).

Stock Exchange Listing

Pursuant to the actions taken by respective Stock Exchanges under SEBI Circular Ref. No. CIR/MRD/DSA/14/2012 dated 30th May 2012 for Exit Policy of De-recognized / Non operational Stock Exchanges, the equity shares of the Company would cease to be listed on the Stock Exchanges at Ahmedabad, Bangalore, Chennai, Cochin, Delhi, Kolkata, Pune and OTC Stock Exchange. Accordingly the Company's equity shares shall henceforth be tradable and/or quoted only on National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE") which are nationwide recognized Stock Exchanges. The Company's Global Depository Receipts (GDRs) are listed on the Luxembourg Stock Exchange.

Stock Code :Code/Trading Symbol

Trading Symbol Bombay Stock Exchange 500144

Trading Symbol National Stock Exchange of India Limited FINCABLES-EQ

International Securities Identification Number (ISIN) INE235A01022

Payment of Listing Fees

Annual Listing Fee for the year 2015-16 as applicable has been paid to the Stock Exchanges (i.e., NSE and BSE) and Annual Maintenance Fees for the Calendar year 2015 has been paid by the Company to the Luxembourg Stock Exchange in respect of the GDRs listed thereon.

Registrar and Transfer Agents

The Company had taken requisite steps and centralized at a single point its share registry works for equity shares held in physical as well as electronic form. M/s. Sharepro Services (India) Pvt. Ltd., 3, Chintamani Apartments, Lane No.13, Off. V.G. Kale Path, 824/D, Bhandarkar Road, Pune - 411 004 who are holding Registrars to an issue and Share Transfer Agent Category I Registration No. INR000001476 issued by Securities and Exchange Board of India ("SEBI") are the Share Transfer Agent of the Company.

Share Transfer System

Share Transfer requests received in physical form and found valid are normally registered within 15 days from date of receipt and Demat requests are normally confirmed within an average of 10 days from the date of receipt.

Dematerialisation of Shares

The Company's equity shares are included in the list of companies whose scrips have been mandated by SEBI for settlement only in dematerialized form by all institutions and all investors. The Company had signed agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) to offer depository services to its members. As on 31st March, 2015, 98.28% (i.e. NSDL: 95.60% and CDSL: 2.68%) of the equity share capital of the Company has been dematerialized.

Annual custody fees for the financial year 2014-15 had been paid to NSDL and CDSL.

Outstanding GDRs/ DRs/ Warrants, etc.

There are no outstanding GDRs/ DRs/ Warrants or any convertible instruments for conversion as on 31st March, 2015.

Plant Locations:

Pimpri (Electrical Cables)

26/27, Mumbai-Pune Road Pimpri, Pune - 411 018

Telephone: 27475963/27506200 (15 lines)

Facsimile :(020) 27472239/ 27472224 Email: sv_joshi@finolex.com

Urse (Electrical & Communication Cables)

Taluka Maval

Dist - Pune - 410 506

Telephone: (02114) 662551/662466

Facsimile: (02114) 237025

Email:PM_Deshpande@finolex.com  

Optic Fibre and Optic Fibre Cable Division

Urse, Taluka Maval

Dist - Pune - 410 506

Telephone: (02114) 662551/662466

Facsimile: (02114) 237025

Email:sunil@finolex.com

Lighting Division (CFL)

Plot No. 399, Village Urse Taluka Maval

Dist - Pune - 410 506

Telephone: (02114) 662551/662466

Facsimile: (02114) 237025

Email:SVDeshpande@finolex.com

Switches Division

Gat No. 344 Village Urse, Taluka Maval

Dist- Pune - 410 506

Telephone: (02114) 662551/662466

Facsimile: (02114) 237025

Email:MV_Rangwani@finolex.com

Power Cable Division Urse, Pune

Gat No. 343, Village Urse Taluka Maval, Dist-Pune-410 506

Telephone: (02114) 662551/662466 Facsimile: (02114) 237025 Email: PB_Jaisingh@finolex.com

Goa (Electrical & Communication Cables)

Plot No. 117/L118

Verna Industrial Estate, Verna Salcette South Goa, Goa - 403 722

Telephone: (0832) 2782002/3/4 Facsimile: (0832) 2783909

Email:ratnakar_barve@finolex.com

Goa (Communication Cables)

Plot No. L123/9A,

Verna Industrial Estate, Verna Salcette, South Goa, Goa - 403 722 Telephone: (0832) 2782002/3/4 Facsimile: (0832) 2783909

Email: nareshk_sharma@finolex.com

Goa (CCC Rod)

Plot No. S263/2

Panjim-Belgaum Road Usgaon - Tisk,Ponda, Goa - 403 406

Telephone: (0832) 2344376/8/9

Facsimile: (0832) 2344140 Email:knarayanan@finolex.com

Roorkee

Plot Nos.K-1 & K-2 AIS Industrial Estate Latherdeva Hoon, Mangaur, Roorkee, Taluka Haridwar, Uttarakhand - 247 667 Telephone: (01332) 224069/224044/45

Telefax: (01332) 224068

Email:pravin_ahire@finolex.com

Investor Correspondence:

The Company's Secretarial Department provides assistance to members under the overall supervision of Mr. R G D'Silva, Company Secretary & President (Legal).

For the convenience of members various blank forms and formats are available under "Investors Section" of Company's website <http://> www.finolex.com . Further, any query relating to shares and requests for transactions such as transfers, transmissions, nomination facilities, issue of duplicate share certificates, change of address pertaining to physical shares and non-receipt of dividends/Annual Reports, as also regarding dematerialization of shares may please be taken up with the Company or its Share Transfer Agent:

(A) Company:

Secretarial Department Finolex Cables Limited

26/27 Mumbai - Pune Road, Pimpri, Pune 411 018

Telephone: (020) 27506202/27506230/27506279

Board: (020) 2750 6200(15 lines)/2747 5963 Facsimile: (020) 2747 2239

Email: Investors@finolex.com

Contact Persons:

Mr. R G D'Silva - Company Secretary & President (Legal)

(B) Share Transfer Agent:

M/s. Sharepro Services (India) Pvt. Ltd. 3, Chintamani Apartments, Lane No.13, Off. V.G. Kale Path, 824/D, Bhandarkar Road, Pune - 411 004 Telephone: (020) 2566 2855 Facsimile: (020) 2566 2855

Email: sharepropune@vsnl.net  

Contact Person:

Mr. Milind Saraf - Manager

Mr. Mahadev H Yeske - Manager - Secretarial Mr. Gitesh Karandikar - Deputy Manager - Secretarial

Shareholder information On-line:

The Balance Sheet information is a part of the Company's World Wide home page <http://www.finolex.com>. Users can obtain information on Company products and services, Company background, Management, Financial and Shareholders' information requisite blank forms / formats and other major developments.

Nomination facility:

Individual members (whether holding shares singly or jointly) can avail of the facility of nomination. The nominee shall be person in whom all rights of transfer and/or amount payable in respect of the shares shall vest in the event of the death of concerned shareholder(s). A minor can also be a nominee provided the name of the guardian is given in the Nomination Form. The facility of nomination is not available to non-individual members such as bodies corporate, financial institutions, Kartas of Hindu Undivided Families (HUFs) and holders of Power of Attorney. In case of any assistance, please contact the Secretarial Department at the Registered Office of the Company.

Members Contact Email Address:

The Government in its concern for the environment has, as part of its green initiative, vide Circular No. 17/2011 dated 21st April, 2011 issued by the Ministry of Corporate Affairs, permitted companies to serve requisite documents through electronic mode on their members. Members are requested to support this worthy cause and inform the Company their personal email addresses and changes, if any, therein from time to time in the format provided under Investors' Section (Blank Forms) of the Company's website <http://www.finolex.com>. This will also facilitate expeditious communication.

ECS Facility / Bank Mandate / Details:

In order to provide protection against fraudulent encashment of dividend warrants:

(a) Members holding shares in physical form are requested to furnish their Bank account number with the name of the Bank/Branch, its address (with 9 digit MICR Code) and quoting their folio number, etc so that the Bank account details are available for payment of dividend by ECS / can be printed on the dividend warrants.

(b) Members holding shares in dematerialized form may please immediately inform changes, if any, in their Bank account details (with 9 digit MICR Code) to their Depository Participant (DP) to enable the correct Bank account details to be made available to the Company by the DP for ECS / printing on the dividend warrants.

In any case, members will appreciate that the Company will not be responsible for any loss arising out of fraudulently encashed dividend warrants, if any.

Debt Securities

Non Convertible Debentures (NCDs) issued by the Company are listed on the Wholesale Debt Market (WDM) Segment of National Stock Exchange of India Limited (NSE).

Description:  9.10% Rated, Listed, Taxable, Secured, Redeemable, Non- Convertible Debentures of Rs.500,000,000/- (“M” Series)

Number of Debentures :500

Issue Price: Rs.1,000,000 (Rupees One Million Only)

Date of Allotment :24th August, 2010

Date of Maturity :24th August, 2015

ISIN :INE235A07029

Security :First pari-passu charge on the immovable properties of JFTC Goa Division and premises situated at Ahmedabad and Hyderabad.

Payment of Interest : Interest due and payable upto 31st March 2015 has been paid by the Company before the due date.