CORPORATE GOVERNANCE REPORT
Your Company is committed to the adoption of best governance practices and its adherence in the true spirit, at all times. Our governance practices are a product of self desire reflecting the culture of the trusteeship i.e., deeply ingrained in our value system and reflected in our strategic thought process. At a macro level, our governance philosophy rests on five basic tenets viz., Board accountability to the Company and the shareholders, strategic guidance and effective monitoring by the Board, protection of minority interests and rights, equitable treatment of all shareholders as well as superior transparency and timely disclosures.
In line with this philosophy, HINDALCO, the flagship company of the Aditya Birla Group, is striving for excellence through adoption of best governance and disclosure practices. The Company, as a continuous process, strengthens the quality of disclosures, on the Board composition and its functioning, remunerations paid and level of compliance with various Corporate Governance Codes.
Compliance with Corporate Governance Guidelines
The Company is fully compliant with the requirements of the prevailing and applicable Corporate Governance Code. Your Company's compliance with these requirements is presented in the subsequent sections of this report.
BOARD OF DIRECTORS
Composition of the Board
Your Company's Board comprises of 8 Non Executive Directors and 2 Executive Directors as on 31st March, 2015 with considerable experience in their respective fields. Of these, 5 Directors are Independent Directors. Clause 49, of the Listing Agreement, requires that the Board of Directors of the company shall have an optimum combination of executive and nonexecutive directors with at least one woman director and not less than fifty percent of the Board of Directors comprising non-executive directors. Further where the regular non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors and we are in compliance with the same.
None of the Directors on the Board is a Member of more than 10 Committees or a Chairman of more than 5 Committees (as specified in Clause 49), across all the Companies in which they hold Directorships. Further None of the Directors serve as Independent Directors in more than seven listed companies and none of the Whole-time Directors serve as Independent Directors in more than three listed companies. All the Directors have periodically intimated about their Directorship and Membership in the various Boards/ Committees of other companies. The same is within permissible limits as provided by the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Board's functioning and Procedure
Hindalco's Board of Directors plays a primary role in ensuring good governance and functioning of the Company. All statutory and other significant and material information including information as mentioned in Annexure X to Clause 49 of the Listing Agreement is placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the shareholders. The Board also reviews on a regular basis conformity to all the applicable laws by the Company.
The Company Secretary drafts the agenda for each meeting along with the explanatory notes. The Board meets at least once a quarter to review the quarterly results and other items on the agenda . Additional meetings are held, when necessary. Committees of the Board usually meet before the formal Board meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval.
The Companies Act 2013, read with the relevant rules made thereunder, now facilitates the participation of Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the Meeting through video conferencing was made available for the Directors except in respect of such Meetings/Items which are not permitted to be transacted through video conferencing
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee,
Nomination and Remuneration Committees, Stakeholder Relationship Committee and Corporate Social Responsibility Committee.
A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, Board culture , Execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual directors including Chairman of the Board, who were evaluated on various parameters such as level of engagement and contribution, independence of judgement , etc. The performance evaluation of Independent directors was carried out by the entire Board. The performance evaluation of the Chairman and Non Independent directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
INDEPENDENT DIRECTOR'S MEETING
During the year under review, the Independent Directors met on 12th February, 2015 without the presence of non independent directors and members of the management interalia to:
• Review of performance of Non Independent Directors and the Board of Directors as a whole
• Review of performance of the Chairman, taking into account the views of Executive and Non Executive Directors.
• Evaluate of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All new Independent Directors inducted on the Board are given an orientation. Presentations are made by Executive Directors and senior management giving an overview of the Company's operations, products, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board, and the major risks and risk management strategy.
The details on the Company's Familiarisation Programme for Independent Directors can be accessed at:<http://hindalco.com/about-us/management-team/> board-of-directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has constituted following Committees of Directors to deal with matters and monitor the activities falling within the respective terms of reference:-
Constitution of Audit Committee and its functions
Your Company has an Audit Committee at the Board level which acts as a link between the management, the statutory and the internal auditors and the Board of Directors and oversees the financial reporting process. The Committee is governed by a Charter which is line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Committee presently comprises of three Non Executive Directors, all of whom are Independent Directors. During the year, the Audit Committee met 5 times to deliberate on various matters. The details of the attendance by the Committee members are as follows
1. The Chairman of the Audit Committee, Mr. M.M. Bhagat was present at the last Annual General Meeting of your Company held on 24th September, 2014.
2. The Managing Director, Deputy Managing Director, CFO, the representative of the Statutory Auditor are permanent invitees of the Audit Committee. The representative of the Cost Auditors are invited to the Audit Committee Meetings whenever matters relating to cost audit are considered.
3. Mr. Anil Malik, Company Secretary, acted as Secretary to the Committee.
The Audit Committee is endowed with the following powers:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee:
The role of the Committee includes the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. 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;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
In addition to the above the Audit Committee mandatorily reviews the following:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
STAKEHOLDER'S RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 (5) of Companies Act 2013 and Listing Agreement the Board has renamed Stakeholder's /Investor Grievance Committee as Stakeholder's Relationship Committee.
The Company has a "Stakeholder's Relationship Committee" at the Board level to deal with various matters relating to redressal of shareholders and investor grievances, such as transfer and transmission of shares, issue of duplicate shares, non-receipt of dividend/notices/ Annual Reports, etc. In addition, the Committee looks into other issues including status of dematerialisation / rematerialisation of shares and debentures, systems and procedures followed to track investor complaints and suggest measures for improvement from time to time.
Due to the demise of Mr. C.M. Maniar the Committee was reconstituted with the following members: Mr. K.N. Bhandari - Chairman
Mr. N.J. Jhaveri - Member
Mr. M.M Bhagat - Member
Mr. Anil Malik, Company Secretary, is the Compliance officer and acts as secretary to the Committee. During the year under review, the Committee met six times to deliberate on various matters referred above. Details of attendance by Directors for the Committee meetings are as follows:
The Company's shares are compulsorily traded and delivered in the dematerialised form in all Stock Exchanges. To expedite the transfer in the physical segment, necessary authority has been delegated to certain officers, who are authorised to transfer up to 10,000 shares under one transfer deed.
Details of complaints received, disposed off and pending during the year, number of shares transferred during the year, time taken for affecting these transfers and the number of share transfers pending are furnished in the "Shareholder Information" section of this Annual Report.
NOMINATION AND REMUNERATION COMMIITEE
In Compliance with Section 178(1) of Companies Act 2013 and provisions of Listing Agreement the Board has formed a Nomination and Remuneration Committee consisting of the following members:
Mr. M.M Bhagat - Chairman
Mr. Kumar Mangalam Birla - Member
Mr. N.J. Jhaveri - Member
The Committee is governed by a Charter which is duly approved by the Board. The terms of reference of the Committee interalia include the following:
• Identify persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal.
• Formulation of criteria for evaluation of Independent Directors and the Board
• Carry out evaluation of every director's performance.
• Formulate the criteria for determining qualifications, positive attributes and independence of a director.
• Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
• Devise a policy on Board diversity.
The scope and functions of the Committee is in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company's Remuneration Policy. The Board considers the Committee's recommendation, and takes appropriate decision.
The Nomination and Remuneration Committee has formulated the Remuneration Policy of the your Company which is annexed to the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)
Iln Compliance with Section 135 of Companies Act, 2013 the Board has constituted a Corporate Social Responsibility Committee consisting of the following members:
Dr. Pragnya Ram, Group Executive President-Corporate Communications and CSR is a permanent invitee to the Committee.
The terms of reference of Corporate Social Responsibility Committee (CSR) broadly comprises of following:
(a) Formulate and Recommendation of CSR Policy to the Board indicating the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013.
(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause(a).
(c) Provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.
RISK MANAGEMENT COMMITTEE
The Company has a robust risk management framework to identify, monitor and minimise risk as also identify business responsibilities.
Your Company has comprehensive risk management policy and it is periodically reviewed by the Risk Management Committee. The following are the Members of Risk Management Committee:
Mr. Anil Malik, Company Secretary acts as Secretary to the Committee.
During the year under review, the Committee met five times to deliberate on various matters. Details of attendance by Directors for the Committee meetings are as follows:
Non Executive Director's Compensation and Disclosure
All fees/compensation including sitting fee paid to the Non-Executive directors of the Company are fixed by Board of Directors within the limits approved by the shareholders. Details of sitting fees/compensation paid including stock Options, if any, to them are given at the respective places in the report.
Remuneration of Directors and Others
Your Company has two Executive Directors, The Board of Directors decides the remuneration of the Managing Director and Deputy Managing Director. to disclose all pecuniary relationship or transactions with the Company. No significant material transactions have been made by the Non Executive Directors with the Company during the year.
Besides sitting fees @ Rs. 50,000/- per meeting of the Board, fee @ Rs. 25,000/- per meeting of the Audit Committee and Rs. 20,000/- per meeting for any other Committee thereof, the Company also pays Commission to the Non- Executive Directors
For FY- 2014-15, the Board has approved payment of Rs. 4.0 crore (Previous Year Rs. 7.5 crores) as Commission to the Non- Executive Directors of the Company pursuant to the authority given by the shareholders at the Annual General Meeting held on 24th September, 2014 to pay Commission not exceeding 1% of the net profits of the Company to the Non Executive Directors of the Company. The Amount of Commission payable is determined after assigning weightage to attendance and the type of meeting and other responsibilities.
Executive Directors are paid remuneration within the limits envisaged under Schedule V of The Companies Act, 2013. The said remuneration is approved by the Board as well as Shareholders of the Company.
Code of Conduct
The Hindalco Code of Conduct, as adopted by the Board of Directors , is applicable to all Directors Senior Management/employees of the Company. The Code is available on the Company's website viz: <http://www>. hindalco.com/investor-centre/code-of-conduct
For the year under review, all Directors, Senior Management personnel of the Company have confirmed their adherence to the provisions of the said Code.
Declaration as required under Clause 49 of the Listing Agreement.
We hereby confirm that:
All Directors and Senior Management have affirmed compliance with Code of Conduct for the financial year ended 31st March, 2015.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
As part of Aditya Birla Group, the Company has a strong legacy of fair, transparent and ethical governance practices. The Company has a Code of Conduct for Prevention of Insider Trading in the Shares and securities of the Company for its Directors, Key Managerial Personnel and Designated employees.
Your Company does not have any material Indian subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during previous financial year.
The company has adopted a policy for determining 'material' subsidiaries and the policy can be accessed at <http://www.hindalco.com/upload/pdf/> policy_material_subsidiary_companies.pdf. The Audit Committee reviews the financial statements and investments made by unlisted subsidiary companies once in a year. The minutes of the Board meetings as well as statements of all significant transactions of the unlisted subsidiary companies are placed before the Board for their review.
(A) Related Party Transaction
All the related party transactions are strictly done on arm's length basis. The Company places all the relevant details of a related party transaction, entered in the normal course of business, before the Audit Committee from time to time. There was no material related party transaction, which are not in the normal course of the business, entered into by the company during the year. Attention of the Members is drawn to the disclosures of transactions with the related parties set out in Notes on Accounts forming part of the financial statements. The Board of Directors have approved and adopted a policy on Related Party Transactions and the same has been uploaded on the website of the Company at <http://www.hindalco.com/> upload/pdf/Hindalco-RPT-Policy-2015.pdf
(B) Non Compliances/Strictures/penalties Imposed
No Non Compliance/strictures/penalties have been imposed on the Company by stock exchange(s) or SEBI or any statutory authority on any matters related to capital markets during the last three years.
(C) Disclosure of Accounting Treatment
Your Company has followed all relevant Accounting Standards while preparing the Financial Statements. The Company had formulated a scheme of financial restructuring under sections 391 to 394 of the Companies Act 1956 ("the Scheme") between the Company and its equity shareholders approved by the High Court of judicature of Bombay to deal with various costs associated with its organic and inorganic growth plan. Pursuant to this, a separate reserve account titled as Business Reconstruction Reserve ("BRR") was created during the year 2008-09 by transferring balance standing to the credit of Securities Premium Account of the Company for adjustment of certain expenses as prescribed in the Scheme. Accordingly, the Company had transferred Rs. 8,647.37 crore from Securities Premium Account to BRR and till 31st March, 2014, Rs. 153.04 crore have been adjusted against BRR. During the year, following expenses has been adjusted with BRR:
(a) Impairment loss of Rs. 62.29 crore (Net of deferred tax Rs. 32.97 crore) arising on deteriorating operating performance in one of its cash generating unit of Aluminium Business. (refer Note No. 32 (a)).
(b) Provision of Rs.35.00 crore towards diminution in value of investment of Mahan Coal Limited, joint venture of the Company, and Tubed Coal Mines Limited, subsidiary of the Company, made following deallocation of coal blocks by the Hon'ble Supreme Court. (refer Note No. 24 (c)).
Had the Scheme not prescribed aforesaid treatment, the impact on results and Earnings per Share (EPS) would have been as under:
Profit for the year lower by Rs. 97.29 crore.
Basic EPS lower by Rs. 0.47.
Diluted EPS lower by Rs. 0.47.
(D) Risk Management
Risk evaluation and management is an ongoing process within the Organisation. Your Company has comprehensive risk management policy and it is periodically reviewed by the Board of Directors.
(E) Proceeds from public issues, right issues, preferential issues etc:
During the year under review, the Company has not raised any proceeds from public issue, right issue or preferential issue.
(F) Remuneration of Directors
This is included separately in this Section.
Management Discussion and Analysis Report is prepared in accordance with the requirements laid out in Clause 49 of the Listing Agreement and forms part of this Annual Report.
No material transaction has been entered into by the Company with the Promoters, Directors or the Management, their subsidiaries or relatives, etc., that may have a potential conflict with interests of the Company.
The Company has provided the details of Directors seeking appointment/re-appointment in the Annual General Meeting notice attached with this Annual Report.
Quarterly Presentations on the Company results are available on the website of the Company (www.hindalco.com and the Aditya Birla Group website (www.adityabirla.com).
Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which employees are free to report violations of applicable laws and regulations and Code of Conduct. The whistle blower can send the complaint to the independent reporting mechanism -Ethics Hotline or to the respective Values Standards Committee (VSC), depending on the level at which the violation is perceived to be happening, or the seniority of the individual/s involved which operates under the supervision of Audit Committee. Employees may also report to the Chairman of the Audit Committee.
Prevention of Sexual Harassment
Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability,etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
During Fiscal 2015, the Company has received two complaints on sexual harassments, which have been substantiated and appropriate actions were taken. There were no complaints pending for more than 90 days during the year.
To show our gratitude to our women employees, we have organised International Women's Day across our Locations. Further, we have focussed group discussions of our women employees across units. We provide equal opportunities to our women employees.
A separate section on Corporate Governance forms part of the Annual Report. The Certificate from the Statutory Auditors confirming compliance with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms part of this report.
General Shareholder Information
Provided in the 'Shareholders Information' section.
Status of compliance of Non mandatory requirement
1. The Company maintains a separate office for the Non-Executive Chairman. All necessary infrastructure and assistance are available to enable him discharge his responsibilities effectively.
2. "Performance Update" consisting of financial and operational performance for the first six months of financial year has been sent to the shareholders since 2000-01. However this practice has been discontinued from 2008-09.
3. During the period under review, there is no audit qualification in the financial statement.
4. The post of the Non-Executive Chairman of the Board is separate from that of the Managing Director/CEO.
5. The Company has engaged External Auditors for Aluminium and Copper business separately and their report is placed before the Audit Committee Meeting.
6. Business Responsibility Reporting:
As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section of Business Responsibility Report forms part of this Annual Report
1. Annual General Meeting
- Date and Time : 16th September, 2015 at 3.00 P.M.
- Venue : Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai - 400 020
2. Financial Year
- Financial reporting for the quarter ending June 30, 2015 : On or before 14th August, 2015
- Financial reporting for the half year ending September 30, 2015 : On or before 14th November, 2015
- Financial reporting for the quarter ending December 31, 2015 : On or before 14th February, 2015
- Financial reporting for the year ending March 31, 2016 (Audited) : On or before 30th May, 2016
- Annual General Meeting for the year ended March 31, 2016 : On or before 30th September, 2016
3. Dates of Book Closure : 9th September, 2015 to 16th September, 2015
4. Dividend Payment Date : On or After 21st September, 2015
5. Registered Office : Century Bhavan, 3rd Floor, Dr. Annie Besant Road, Worli, Mumbai - 400 030. Tel: (91-22) 6662 6666 Fax: (91-22) 2422 7586/2436 2516 E-Mail: email@example.com firstname.lastname@example.org Website: www.adityabirla.com CIN No. L27020MH1958PLC011238
6. a. Listing Details:
Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001
Global Depository Receipts (GDRs)
Societe de la Bourse de Luxembourg
Societe Anonyme, RC B6222, B.P. 165, L-2011, Luxembourg
National Stock Exchange of India Limited “Exchange Plaza”, Bandra Kurla Complex Bandra (East), Mumbai – 400 051
National Stock Exchange of India Limited
“Exchange Plaza”, Bandra Kurla Complex Bandra (East), Mumbai – 400 051
b. Overseas Depository for GDRs : J.P. Morgan Chase Bank 60 Wall Street, New York, NY 10260 Tel.: 1-302-552 0253 Fax: 1-302-552 0320
c. Domestic Custodian of GDRs : Citibank N.A. Trent House Plot No C-60 Bandra Kurla Complex, Bandra Mumbai – 400 051 Tel.: 91-22- 40296118
7. ISIN : Fully paid up equity share: ISIN INE038A01020 GDR: ISIN US4330641022 CUSIP No. 433064300
9. Stock Code:
Stock Code: Scrip Code
Bombay Stock Exchange : 500440
National Stock Exchange : HINDALCO
Stock Exchange : Reuters : Bloomberg
Bombay Stock Exchange : HALC.BO : HNDL IN
National Stock Exchange : HALC.NS : NHNDL IN
Luxembourg Stock Exchange (GDRs) : (GDRs) : HDCD LI
13. Registrar and Transfer Agents : The Company has In-House Investors Service Department registered with SEBI as Category II Share Transfer Agent vide Registration no INR 000003910
Investors Service Department
Hindalco Industries Limited Ahura Centre, 1st floor, B Wing Mahakali Caves Road Andheri (East), Mumbai- 400 093. Tel: (91-22) 6691 7000 Fax: (91-22) 6691 7001 E-mail: email@example.com
14. Share Transfer System
: Share transfer in physical form are registered and returned within a period of 15 days of receipt, provided the documents are clear in all respects. Officers of the Company have been authorized to approve transfers up to 10,000 Shares in physical form under one transfer deed and one Director of the Company has been authorized to approve the transfers exceeding 10,000 shares under one transfer deed.
The total number of shares transferred in the physical form during the year was 3,58,359.
17. Dematerialisation of Shares and Liquidity
: Around 98% of outstanding shares have been dematerialized. Trading in Hindalco Shares is permitted only in the dematerialized form from 5th April, 1999 as per notification issued by The Securities and Exchange Board of India.
18. Details on use of public funds obtained in 3 yrs : Not Applicable
19. Outstanding GDR/Warrants/Convertible Bonds
: 15,94,30,288 GDRs are outstanding as on 31st March, 2015. Each GDR represents one underlying equity share.
20. Plant Locations
Renukoot Plant* P.O. Renukoot -231217 Dist: Sonebhadra, Uttar Pradesh Tel: (05446) 252077-9 Fax: (05446) 252107/426
Renusagar Power Division P. O. Renusagar Dist. Sonebhadra, Uttar Pradesh Tel: (05446)277161-3/278592-5 Fax: (05446) 277164
Hirakud Smelter Hirakud 768 016 Dist: Sambalpur, Odisha Tel: (0663) 2481307/1452 Fax: (0663) 2481356
Hirakud Power Post Box No.12 Hirakud 768 016 Dist: Sambalpur, Odisha
Tel: (0663) 2481307 Fax: (0663) 2481342/365-2541642
Mahan Aluminium Hindalco Industries Ltd. NH-75-E, Singrauli, Sidhi Road P.O., Bargawan, Pin-486886 Dist: Singaruli, M.P. Telephone No. 07805281014
Aditya Aluminium Hindalco Industries Ltd. Lapanga, Dist Sambalpur - 768212 Odisha Phone: 0663-2114424 Fax: 0663-2590434
Gare Palma IV/4 Coal Mine Gare Palma IV/4 Coal Mine Post-Milupara, Tehsil-Tammar Disst.- Raigarh-496001 (CG) (Chhattisgarh)-496107
Gare Palma IV/5 Coal Mine Gare Palma IV/5 Underground Coal Mines Village & Post-Milupara Tehsil-Tamnar, Dist: Raigarh (Chhattisgarh)-49610
Kathautia Coal Mine Kathautia Open Cast Coal Mine (Koccm Village-Kathautia P.O.-Naudiha PS,-Pandwa, Dist: Palamau Jharkhand-822123
Dumri Coal Mine 103, Commerce Tower Near Mahavir Tower, Main Road Ranchi-834001 Tel: (0651) 2330944/48 Fax: (0651) 2330782
Post Chotamuri-835 101 Dist: Ranchi Jharkhand Phone: (06522) 244253/334 Fax: (06522) 244342
Belgaum Alumina Village Yamanapur Belgaum 590 010 Karnataka Tel: (0831) 2472716 Fax: (0831) 2472728
At Post: Chandgad 416509 Dist: Kolhapur Maharashtra Tel/Fax: (02320) 213342
At Post Radhanagri Dist: Kolhapur Maharashtra - 416 212 Tel: (02321) 2371008 Fax: (02321) 237478
Lohardaga Mines Dist: Lohardaga 835 302 Jharkhand Tel/ Fax: (06526) 224112
Samari Mines P.O: Kusumi 497222 Dist : Sarguja Chattisgarh Tel/Fax: (07778)274325
Birla Copper Division
P. O. Dahej Lakhigam Dist: Bharuch – 392 130, Gujarat Tel: (02641) 256004/06, 251009 Fax: (02641) 251002
SHEET, FOIL, WHEEL, PACKAGING & EXTRUSIONS
Belur Sheet 39, Grand Trunk Road Belurmath 711 202 Dist: Howrah, West Bengal Tel: (033) 2654 7210/12 Fax: (033) 2654 9982/5740
Plot 2, MIDC Industrial Area Taloja A.V Dist: Raigad Navi Mumbai - 410 208 Maharashtra Tel: (022) 2741 2261, 66292929 Fax: (022) 2741 2430/31
Alupuram, P.B. No.30 Kalamassery-683 104 Dist: Ernakulam Kerala Tel: (0484) 2532441-48 Fax: (0484) 2532468
Mouda Unit Village Dahali Ramtek Road Mouda Nagpur-441 104 Tel: (07115) 660777/786
Hirakud FRP Hindalco Industries Limited Hirakud-768016 Dist- Sambhalpur Odisha Tel: (0663) 6625000 Fax No.(0663) 2481344
21. Investor Correspondence :
The Company Secretary Hindalco Industries LimitedCentury Bhavan, 3rd Floor, Dr. Annie Besant Road, Worli, Mumbai - 400 030. Tel: (91-22) 6662 6666 Fax: (91-22) 2422 7586/2436 2516 Email: firstname.lastname@example.org
24. OTHER USEFUL INFORMATION FOR SHAREHOLDERS
Shareholders who have not yet encashed their dividend warrants for the years 2008-2009 to 2013-2014 may approach the Company for revalidation / issue of duplicate dividend warrant quoting reference of their Ledger Folio numbers / DP & Client ID.
Shareholders of 6% Cumulative Redeemable Preference Shares who have not yet encashed their dividend warrants for the year 2008-2009 and Redemption warrant may approach the Company for revalidation / issue of duplicate dividend warrant quoting reference of their Ledger Folio numbers / DP & Client ID.
The Unclaimed dividend for the financial year 2007-2008 for Equity and 6% Cumulative Redeemable Preference Shares is being transferred by the Company to the Investor Education & Protection Fund constituted by the Central Government under Section 205C of the Companies Act, 1956.
Shareholders are advised that dividends for the financial year ended 2008-2009 onwards which remains unpaid/unclaimed over a period of 7 years have to be transferred by the Company to Investor Education & Protection Fund (IEPF) constituted by the Central Government under Section 205C of the Companies Act, 1956. Shareholders who have not claimed the dividend for this period are requested to lodge their claim with the Company, as under the amended provisions of Section 205B of the Act, no claim shall lay for the unclaimed dividends from IEPF by the Members.
In case of any query contact - Investor Service Department Hindalco Industries Limited Ahura Centre, 1st floor, B Wing Mahakali Caves Road Andheri (East), Mumbai- 400 093. Tel: (91-22) 6691 7000 Fax: (91-22) 6691 7001 Email ID: email@example.com
The details of Dividend paid by the Company and the respective due dates of transfer of unclaimed/un-encashed dividend to the designated fund of the Central Government: