26 Apr 2017 | Livemint.com

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GMM Pfaudler Ltd.

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  • BSE Code: 505255
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GMM Pfaudler Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

A report for the financial year ended March 31, 2015 on the compliance by the Company the Corporate Governance requirements under Clause 49 of the Listing Agreement, is furnished below:

1. Company's Philosophy on the Code of Corporate Governance

Corporate Governance primarily involves transparency, full disclosure, independent monitoring of the state of affairs and being fair to all stakeholders and is a combination of voluntary practices and compliance with laws and regulations. The Corporate Governance Code has also been incorporated in Clause 49 of the Listing Agreement with the BSE Limited.

The Company endeavors not only to meet the statutory requirements in this regard but also to go well beyond them by instituting such systems and procedures as are in accordance with the latest global trends of making management completely transparent and institutionally sound. The Company has professionals on its Board of the Directors who are actively involved in the deliberations of the Board on all important policy matters.

Your Directors view good Corporate Governance as the foundation for honesty and integrity and recognize their fiduciary accountability to the shareholders. They are committed to continue the vigilance on these matters to maintain your trust.

It has been, and continues to be, the policy of your Company, to adhere to the highest standard of business ethics and to maintain a reputation for honest and fair dealings. Your Board of Directors recognizes its responsibility to oversee and monitor management and the Company's activities to reasonably assure that these objectives are achieved.

It is paramount that the Company's reputation for integrity and credibility remain at the highest standards for the benefits of all stakeholders, employees, customers and suppliers.

2. Board of Directors

a) The Board comprises of eight Directors, including 1 Executive and 7 Non-Executive, of which 3 are Independent Directors. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board.

b) The composition of the Board of Directors, their attendance at the Board meetings held during the financial year ended March 31, 2015 and the last Annual General Meeting along with the number of Directorship and memberships held in various Committees in other Companies as on the date of this Report, are given in the table below:

Notes : 1.  The Directorships held by the Directors include directorships in public companies. However, it does not include directorships in companies registered under Section 8 of the Companies Act, 2013. 2. In accordance with Clause 49 of the Listing Agreement, Memberships/ Chairmanships of only Audit Committees and Stakeholders Relationship Committees in public limited companies (excluding GMM Pfaudler Limited) have been considered.

c) During the year under review, 6 Board Meetings were held on the following dates: April 11, 2014; May 30, 2014; July 22, 2014; October 21, 2014; November 11, 2014; February 12, 2015.

d) Details of the Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting as required under Clause 49 VIII E (1) of the Listing Agreement is given at 'Board of Directors' on page nos. 2 & 3 which form part of the Annual Report.

e) In case of appointment / resignation of Directors, the Company has notified the BSE Limited, as required under the Listing Agreement.

3. Meeting of Independent Directors

In terms of requirements of the Companies Act, 2013, Rules framed there under and Clause 49 II B (6) of the Listing Agreement, a separate meeting of Independent Directors was held on February 12, 2015.

4. Audit Committee:

The Composition, Role, terms of reference as well as Powers of the Audit Committee of meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Composition:

As on date, the Audit Committee comprises of 4 members which includes 3 Non-Executive & Independent Directors and 1 Non-Executive Director. The members of the Audit Committee possess knowledge of Accounts, Audit and Finance. Ms. Mittal Mehta, Company Secretary acts as Secretary to the Audit Committee.

The Audit Committee met on five occasions viz. April 11, 2014, May 30, 2014, July 22, 2014, November 7, 2014, and February 12, 2015. The minutes of the Audit Committee Meetings were noted at the Board Meetings.

Scope:

The Board of Directors at its meeting held on November 7, 2014, revised the terms of reference of the Committee to meet with the requirements of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows:

Powers of the Audit Committee:

a) To investigate any activity within its terms of reference or such matter as may be referred to it by the Board and for this purpose obtain professional advice from external sources and have full access to information contained in the records of the Company;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

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

Role of the Audit Committee:

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

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

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

4) Approval of the Company's policy on determining materiality of related party transactions and also on dealing with related party transactions;

5) 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 director's responsibility statement to be included in the Board's report in terms of section 134(3)(c) of the 2013 Act;

(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 the financial statements;

(f) disclosure of any related party transactions; and

(g) qualifications in the draft audit report;

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

7) Reviewing and monitoring the auditor's independence and performance, and effectiveness of the audit process;

8) To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of the financial statement before their submission to the Board and discuss any related issues with the internal and statutory auditors and the management of the Company.

9) Approval or any subsequent modification of transactions of the Company with related parties in accordance with the Company's policy on related party transactions;

10) Scrutiny of inter-corporate loans and investments;

11) Valuation of undertakings or assets of the Company, wherever it is necessary, in consultation with external professional advisors, as deemed fit by the Audit Committee;

12) Evaluation of internal financial controls and risk management systems of the Company;

13) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems of the Company;

14) 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;

15) Discussion with internal auditors of any significant findings and follow up thereon. To formulate the scope, functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal Auditor;

16) 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;

17) Discussion with statutory auditors before the commencement of audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

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

19) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

20) To review the functioning of the whistle blower mechanism and the vigil mechanism instituted by the Company. The vigil mechanism to provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit Committee or the director nominated to play the role of Audit Committee, as the case may be, in exceptional cases;

21) To approve the appointment of the chief financial officer of the Company (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

22) To review the following information as prescribed under clause 49(III)(E) of the Listing Agreement:

(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 letter/ 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.

23) All Related Party Transactions shall require prior approval of the Audit Committee. However, the Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the company subject to the following conditions:

(a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the company and such approval shall be applicable in respect of transactions which are repetitive in nature.

(b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the Company;

(c) Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price/current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit; Provided that where the need for Related Party Transactions cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. 1 crore per transaction.

(d) Audit Committee shall review, atleast on a quarterly basis, the details of RPT's entered into by the Company pursuant to which the omnibus approval was given.

(e) Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approval after the expiry of one year.

24) To review financial statements of, and investments made by, unlisted subsidiaries of the Company in accordance with clause 49(V)(B) of the Listing Agreement;

25) To formulate a policy for determining 'material subsidiaries' in accordance with clause 49(V)(D) of the Listing Agreement keeping in mind the following factors as provided under the Listing Agreement for further approval of the Board;

26) To recommend a proper system for storage, retrieval, display or printout of the electronic records, as the Audit Committee may deem appropriate;

27) To be present at the annual general meeting through the Chairman of the Audit Committee to answer the shareholder queries; and

28) To carry out any other function as may be specified by the Board from time to time.

The Terms and Powers of the Audit Committee are in compliance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement.

5.  Stakeholders Relationship Committee:

The Composition, Role, Terms of Reference as well as Powers of the Stakeholders Relationship Committee of the Company meet the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Composition:

The Board in compliance with the requirements with the Section 178 of the Companies Act, 2013 renamed the Shareholders & Investors Grievance Committee as "Stakeholders Relationship Committee."

As on date, the Stakeholders Relationship Committee comprises of 3 Non-Executive & Independent Directors.

The Stakeholders Relationship Committee met on four occasions viz. May 30, 2014, July 22, 2014, November 7, 2014, and February 12, 2015. The minutes of the Stakeholders Relationship Committee Meetings were noted at the Board Meetings.

The composition of the Stakeholders Relationship Committee, category of Members, their attendance at the Committee Meetings held during the financial year ended March 31, 2015 is given in the table below:

Ms. Mittal Mehta, Company Secretary is the Secretary of the Committee. She also acts as the Compliance Officer of the Company.

The Shareholders & Investors Grievance committee inter-alia reviews quarterly reports of Registrar & Transfer Agent regarding various types of complaints/ requests received, resolved and pending, if any. It also reviews quarterly shareholding patterns etc.

Summary of Grievances :

A summary of complaints received and resolved by the Company to the satisfaction of the shareholders/ investors during the year 2014-15, is given below:

6.  Nomination and Remuneration Committee:

The Composition, Role, Terms of Reference as well as Powers of the Nomination and Remuneration Committee of the Company meets the requirements of Section 178 of the Companies Act, 2013.

Composition:

The Board in compliance with the requirements with the Section 178 of the Companies Act, 2013 renamed the Remuneration Committee as "Nomination and Remuneration Committee" and changed its constitution effective October 21, 2014.

As on date, the Nomination and Remuneration Committee comprises of 3 members which includes 2 Non- Executive & Independent Directors and 1 Non-Executive Director. Ms. Mittal Mehta, Company Secretary is the Secretary of the Committee.

S   BOLUTIONB

The Nomination and Remuneration Committee met on four occasions viz. May 30, 2014, July 22, 2014, October 21, 2014 and February 12, 2015. The minutes of the Nomination and Remuneration Committee Meetings were noted at the Board Meetings.

The composition of the Committee, category of Members, their attendance at the Nomination and Remuneration Committee Meetings held during the financial year ended March 31, 2015 is given in the table below:

* Mr. Ashok Patel was appointed as a member on May 19, 2015 in place of Mr. Darius Shroff. @ Dr. Amrita Patel was appointed as a member on February 12, 2015 & ceased to be a member w.e.f. July 30, 2015. $ Mr. Thomas Kehl was appointed as member on July 30, 2015 in place of Dr. Amrita Patel.

# Mr. Michael Reed resigned as Director w.e.f. May 8, 2015.

Scope:

The Board of Directors at its meeting held on November 7, 2014, revised the terms of reference of the Committee to meet with the requirements of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows:

1. To identify suitable candidates for directorship and senior management of the Company in accordance with the criteria laid down, recommend to the Board their appointment and removal, and undertake evaluation of every director's performance;

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees of the Company. The said policy will be disclosed in the Board's report.

The Nomination and Remuneration Committee shall, while formulating the aforesaid policy, to ensure that:

(a) 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;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to executive directors, key managerial personnel and senior management of the Company 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.

3. To consider the following while approving the remuneration payable to a manager, managing director or a whole time director under Section II or Section III of Part II of Schedule V to the 2013 Act and section 197 of the 2013 Act:

(a) take into account, financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration, etc.;

(b) to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

4. To ensure that on appointment to the Board, independent directors receive a formal letter of appointment setting out clearly what is expected from them in terms of time-committee, committee service and involvement outside meetings of the Board;

5. To formulate the evaluation criteria for performance evaluation of independent directors and the Board;

6. To devise a policy on Board diversity;

7. To recommend to the Board, the plans for orderly succession for appointments to the Board and to senior management of the Company;

8. The Chairperson of the Nomination and Remuneration Committee or in his/her absence any other member of the committee duly authorized by him/her in this behalf to attend the general meetings of the Company and answer queries of shareholders (if any); and

9. To consider any other matters as may be requested by the Board.

Remuneration and Shareholding of Directors:

Remuneration of the Managing Director and Executive Director is recommended by the Nomination and Remuneration Committee, fixed by the Board and approved by the shareholders. Their remuneration for the year ended March 31, 2015 was as under:

Non-Executive Director's Compensation:

The Company does not pay remuneration to the Non-Executive Directors of the Company except for the sitting fees for attending Meetings of the Board or Committees thereof which has been disclosed below.

Non-Executive Directors on the Board of the Company were paid sitting fees for the period April 1, 2014 to October 20, 2014 as under:

a) Rs. 20,000 as sitting fees for each meeting of the Board of Directors and

b) Rs. 5,000 as sitting fees for each meeting of the Committees of Directors.

The sitting fees paid to Non-Executive Directors of the Company was revised w.e.f. October 21, 2014 as under:

c) Rs. 50,000 as sitting fees for each meeting of the Board of Directors and

d) Rs. 25,000 as sitting fees for each meeting of the Committees of Directors.

Independent Directors are not paid any other remuneration/ fees apart from sitting fees paid during the year under review. The Company does not have any stock option scheme provided to Directors of the Company.

Non-Executive Director's Shareholding:

The Non-Executive Directors do not hold any shares in the Company except Dr. Amrita Patel holds 375 shares of the Company.

7.  Corporate Social Responsibility Committee:

The Board in compliance with the requirements of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 constituted a Corporate Social Responsibility Committee (CSR Committee) effective October 21, 2014.

The Composition, Role, Terms of Reference as well as Powers of the CSR Committee of the Company meets the requirements of Section 135 of the Companies Act, 2013 and Rules framed thereunder.

Composition:

As on date, the CSR Committee comprises of 3 members which includes 1 Non-Executive & Independent Directors, 1 Non-Executive Director and 1 Executive Director.

The CSR Committee met on one occasion viz. February 12, 2015. The minutes of the CSR Committee Meeting were noted at the Board Meeting.

The composition of the CSR Committee, category of Members and their attendance at their meeting during the financial year ended March 31, 2015 is given in the table below:

Scope:

The Board of Directors at its meeting held on November 7, 2014, formulated the terms of reference of the Committee to meet with the requirements of the Companies Act, 2013.

The Role of the Committee is as follows:

1) To formulate and recommend to the Board, the Corporate Social Responsibility Policy of the Company ("CSR Policy") which shall include inter alia, CSR activities (defined hereunder) to be undertaken by the Company, and the modalities of execution monitoring and implementation schedules of the same. The policy to specify that the surplus arising out of the CSR Activities (defined hereinafter) shall not form part of the business profit of the Company;

2) To identify the CSR projects/activities/programs to be undertaken by the Company ("CSR Activities"), in alignment with the CSR Policy, Schedule VII of the 2013 Act and the CSR Rules, as amended from time to time;

3) To recommend the amount of expenditure to be incurred by the Company on the CSR Activities for each financial year;

4) To institute a transparent monitoring mechanism for monitoring progress/status of implementation of CSR Activities;

5) To receive reports and review activities from executive and specialist groups managing CSR Activities;

6) To monitor the CSR Policy from time to time and revise the same, wherever necessary;

7) To issue a responsibility statement confirming that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company;

8) To prepare an annual report on CSR Activities to be included in the Board of Director's Report in the form provided in the Annexure to the Companies (Corporate Social Responsibility Policy) Rules, 2014. The same shall be disclosed on the website of the Company;

9) To report the CSR activities undertaken by the Company in the manner prescribed under Segment C of the Form AOC-3 of the Companies (Accounts) Rules, 2014; and

10) To carry out such other functions, as may be prescribed under the 2013 Act or CSR Rules or as may be delegated by the Board from time to time.

8.  Risk Management Committee:

The Board in compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchange constituted a Risk Management Committee effective February 12, 2015.

The Composition, Role, Terms of Reference as well as Powers of the Risk Management Committee of the Company meets the requirements of Clause 49 of the Listing Agreement.

Composition:

The Risk Management Committee comprises of 5 members which includes 3 Directors and 2 members of Senior Management. Ms. Mittal Mehta, Company Secretary is the Secretary of the Committee.

Risk Management Policy:

The Board of Directors at its meeting held on February 12, 2015, formulated a Risk Management Policy to meet with the requirements of the Clause 49 of the Listing Agreement. The Risk Management Policy is displayed on the Company's website and can be accessed in the link provided hereinbelow: www.gmmpfaudler.com

9.  Committee of Independent Directors (IDC) for the Open Offer:

Committee of Independent Directors consisting of Mr. P. Krishnamurthy (Chairman), Dr. S. Sivaram and Dr. Amrita Patel was constituted on January 12, 2015 in terms of Regulation 26(6) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to provide reasoned recommendations on the Open Offer made by the Pfaudler US Inc. (Acquirer) along with Pfaudler Holding S.a r.l. (PAC 1) and Pfaudler Inc. (PAC 2) to the shareholders of GMM Pfaudler Limited.

The Committee of Independent Directors met on February 12, 2015. The Minutes of the Committee of Independent Directors Meetings were noted at the Board Meeting. The attendance at this Meeting was as under:

All resolutions including the special resolutions at the Annual General Meetings held on September 5, 2012 and September 17, 2013 were passed by way of show of hands. No postal ballots were used for voting at these Meetings.

All resolutions including the special resolutions at the Annual General Meeting held on September 30, 2014 was passed by way of polling.

11. DISCLOSURES:

a) Details on transactions with related parties, viz. Promoters, Directors or the Management, their subsidiaries or relatives potentially conflicting with Company's interest are given / appended in Note 42 of 'Notes Forming Parts of the Accounts'. Except payment of sitting fees there has been no pecuniary transaction with any of the Non-Executive Directors of the Company.

b) There has been no non-compliance, penalties or strictures imposed on the Company by the Stock Exchange, SEBI or any statutory authority for non-compliance of any matter related to the capital market during the last three years excepting one case in the financial year 2013-14 from SEBI. SEBI had issued a notice dated November 28, 2013 for alleged violation of Regulation 8(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 for the years 2002 to 2010 for delayed filing of shareholdings of promoters group in the format prescribed by SEBI.

The Company had filed a consent application with the High Power Committee, appointed by SEBI and the matter has been disposed off by SEBI vide their consent order dated June 27, 2014 after payment of fees of Rs. 1,192,125 as consent order fees.

c) The Company has a process in place that meets the objectives of the whistle blower policy. In the opinion of the Board, there are no cases, where a person was denied access to the grievance process set up by the Company.

d) The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement.

12. MEANS OF COMMUNICATION:

a) Quarterly Results: The approved financial results are forthwith sent to BSE where the shares are listed and are displayed on the Company's website: www.gmmpfaudler.com and are generally published in the Economics Times (Mumbai and Ahmedabad) and Naya Padkar (Anand) newspapers.

b) News Releases, Presentations, etc.: Official news releases and presentations made to institutional investor / analysts, etc. are displayed on the Company's website.

c) Website: The Company's website www.gmmpfaudler.com contains a separate dedicated section for Investors where Shareholders information is available. Quarterly Results, Annual Reports, Code of Conduct, Presentation to Investors, Shareholding Pattern, etc. are also available on the website.

13. GENERAL SHAREHOLDER INFORMATION:

a) Annual General Meeting:

52nd Annual General Meeting of the Company will be held on Monday, September 28, 2015 at 10.00 a.m. at the Sardar Vallabh Patel and Veer Vithalbhai Patel Memorial, Karamsad, Gujarat 388 325.

b) Financial year of the Company : April 2015 to March 2016

c)  Financial Calendar (Tentative):

Financial reporting for:

Quarter ended June 30, 2015: 4th week of July, 2015

Quarter ended September 30, 2015: 1st week of November, 2015

Quarter ended December 31, 2015: 1st week of February, 2016

Quarter ended March 31, 2016  2nd week of May, 2016

Annual General Meeting for the year ended March 31, 2015: 4th week of September, 2015

d) Date of Book Closure:   Friday, September 18, 2015 to Monday, September 28, 2015 (Both days inclusive)

e) Dividend Payment Date: On or before October 27, 2015

f) Listing of Stock Exchange: BSE Limited

g) Stock Code: 505255

h) Dematerialization: ISIN Number INE541A01023

i) Registrar & Transfer Agents:

Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078 Phone 2596 3838, Fax 2594 6969 Contact Person: Mr. Manohar Shirwadkar Email: rnt.helpdesk@linkintime. co.in

j)   Share Transfer System:

Transfers are registered and returned within a period of 30 days from the date of receipt. The requests for dematerialization of shares are confirmed within 15 days from the date of receipt. k)  Stock Market Price for the year:

n)  Dematerialization:

As on March 31, 2015, 97.28% of the Company's total shares representing 14,219,870 shares are held in dematerialized form and the balance 397,630 representing 2.72% shares are in Physical Form.

o) Outstanding GDRs / ADRs /Warrants or any convertible instruments:

There has been no issue of GDR/ADRS warrants or any convertible instruments hence no question of outstanding of any such instruments.

p)  Plant Location:

Manufacturing Plant of the Company is situated at Vithal Udyognagar, Karamsad, Anand 388 325, in the State of Gujarat.

q) Shareholders & Investors Correspondence:

Shareholders should address their correspondence to the Company's Registrar and Transfer Agent: Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078. Phone 022-25946970, Fax 022- 2594 6969. Contact Person: Mr. Manohar Shirwadkar Email: rnt.helpdesk@linkintime.co.in

Declaration under Clause 49 II (E) of the Listing Agreement

As provided under Clause 49 II (E) of the Listing Agreement with BSE Limited, I hereby affirm that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for Board Members and Senior Management Personnel of GMM Pfaudler Limited as applicable to them for the year ended March 31, 2015.

For GMM Pfaudler Limited

Tarak Patel

Managing Director

Place : Mumbai

Date : July 30, 2015