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Indokem Ltd.

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Indokem Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Compliance report for the financial year 2014-15:

The Company is committed towards following the best governance practices and maintaining a culture within the organization which promotes an overall development and not just a materialistic approach. This report is prepared in accordance with the provisions of Clause 49 of the Listing Agreement and the Company has complied with the spirit of the Clause:

1. Company's Philosophy on Corporate Governance:

The Company continues to lay great importance on the adoption of best compliance practices and maintenance of transparency at all levels of the hierarchy. The Company has an effective mechanism on strict adherence to the code of conduct and result oriented induction techniques to help the new generation of employees to fall in line with the legacy of the organization.

The Company believes in transparency, disclosure and compliance with the true spirit of law, while developing a spirit of accountability and responsibility in employees.

2. Board of Directors:

Meeting Held:

Five Board Meetings were held during the financial year ended 31st March, 2015, on 15th May, 2014, 14th August, 2014, 14th November, 2014, 30th January, 2015 and 30th March, 2015. The time gap between two meetings was less than four months.

c. Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting

Ms. Leelabai K. Khatau, Non Executive Director is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Profile of Ms. Leelabai K. Khatau as required to be given under Listing Agreement and Companies Act, 2013 is mentioned in the notice which forms part of this Annual Report.

d. Training of Board Members:

During the Audit and Board Meetings, the Chairman and Company Secretary give extensive briefings to the Board members on the business of the Company and on various financial, legal & compliance issues.

3. Code of Conduct:

The Board of Directors have laid down a Code of Conduct for all Board Members and Members of the Senior Management of the Company. The said Code is also placed on the website of the Company www.indokem.co.in./codeofconduct The Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The Chairman & Managing Director of the Company has given declaration to the Company that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The declaration by the Chairman and Managing Director to that effect forms part of this Report.

4. Whistle Blower Policy

The Whistle Blower Policy aims to encourage all employees to inform the Company regarding any kind of misuse of Company property, mismanagement or wrongful conduct prevailing in the Company and no personnel has been denied access thereto. The disclosure would be sent to the Chairman of the Audit Committee / the 'Ombudsman' who would investigate and recommend to the management of the Company to take such disciplinary or corrective action as may be deemed fit. Proper measures are taken to ensure the confidentiality of the whistle blower.

5. Audit Committee:

a. Composition of Audit Committee:

The Audit Committee of the board is properly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, with majority of the members of the Committee being Independent Directors as well as the Committee being chaired by an Independent Director. All the members of the Audit Committee are financially literate and the Company Secretary acts as the Secretary to the Committee.

During the financial year ended 31st March, 2015, the Audit Committee met on four occasions on 15th May, 2014, 14th August, 2014, 14th November, 2014 and 30th January, 2015.

b. Terms of Reference:

The Audit Committee oversees the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. It monitors and ensures that the Statutory Auditor functions in an independent manner and recommends the terms and conditions of appointment and Remuneration of the Independent Auditors.

The Audit Committee reviews the Quarterly, Half-Yearly and Annual financial statements before they are submitted to the Board for its approval and overviews the funds mobilization in the organization. It also reviews the Internal Audit reports and discusses the internal Audit findings with the Auditor before the report is submitted to the Board.

The Audit Committee closely monitors the related party transactions, disclosures and the policies adopted by the Company in addition to revising them from time to time to ensure fair and transparent practices. The Committee also checks the status of compliance with the listing norms and other legal and regulatory requirements as may arise from time to time.

6. Nomination and Remuneration Committee:

a. Composition, description and Terms of Reference:

The Board of Directors at their meeting held on 15th May, 2015 renamed and reconstituted the existing Remuneration Committee as Nomination and Remuneration Committee to meet the requirements of the Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement. The Committee is duly constituted as per the regulatory requirement with three Independent Directors as its members as well as the Chairman being an Independent Director. The combined policy on Nomination, Remuneration, Evaluation and Board's diversity is uploaded on the website of the Company: www.indokem.co.in/policies

The Committee has formulated a policy that governs the remuneration, qualification and other necessary attributes for the appointment of Key Managerial Personnel. The Committee has laid down necessary qualifications, positive attributes and criteria for evaluation of Independence of Directors. The Committee has also devised a policy on the Board's diversity.

7. Stakeholders Relationship Committee:

a. Composition and attendance at meetings:

Pursuant to the provisions of the Companies Act, 2013, the Shareholders'/ Investors' Grievance Committee has been renamed as Stakeholders Relationship Committee. This Committee specifically looks into the redressal of Shareholders' and Investors' complaints with a primary objective to improve investor relations. The Committee met four times during the financial year ended 31st March, 2015 on 15th May, 2014, 14th August, 2014 and 30th January, 2015. The Stakeholders Relationship Committee comprises three members and their attendance is as per details in the following table.

8. Share Transfer Committee:

This Committee comprises of an Executive Director, a Non-Executive Director and an Independent Director. Mr. Mahendra Kishore Khatau is the Chairman, Mrs. Leela K. Khatau Non-Executive Director and Mr. B.G. Sontakke Independent Director are the other members of the Committee. The Committee looks into the issues relating to Shareholders, including transfer, transmission and transposition of shares, issue of duplicate share certificates and other related matters. The Committee meets to approve the share transfers and transmissions from time to time.

9. Committee of Board of Directors:

This Committee is chaired by Managing Director, Mr. Mahendra Kishore Khatau and has two Non­ Executive Directors as its members Mrs. Asha Mahendra Khatau and Mrs. Leelabai Kishore Khatau. The Committee takes care of such matters as may be delegated by the Board from time to time

11. Disclosures:

a. No transaction of material nature has been entered into by the Company with its promoters, Directors or management or relatives etc. that may have a potential conflict with the interest of the Company.

b. The Bombay Stock Exchange Limited had levied a penalty Rs. 2247/- (Rupees Two Thousand Two hundred and Forty Seven) on the Company for late submission of the Annual Report, in accordance with the provisions of Clause 31 of the Listing Agreement. There were no other instances of non-compliance or penalty, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during last three years.

c. The Company has adopted the whistle blower policy which is available on website of the Company www.indokem.co.in/policies. No personnel have been denied access to the Audit Committee.

12. Compliance with Clause 49 of the Listing Agreement:

a. Mandatory Requirements:

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreements.

b. Non-mandatory Requirements:

i. The Board

The Company presently has an executive Chairman hence this cannot be adopted.

ii. Shareholder Rights

Considering the present financial condition of the Company the management has not adopted this yet, however the Company looks forward to adopting this in near future.

iii. Audit qualifications The Company shall soon move towards the regime of unqualified financial statements.

iv. Separate posts of Chairman and CEO The Company has a common Chairman and Managing Director, however we plan to segregate the responsibilities of Chairman and Managing Director in near future for better governance.

v. Reporting of Internal Auditor The Internal Auditor reports directly to the Audit Committee.

13. Means of Communication:

a) The quarterly results were published during the year under review in leading national and regional newspapers appropriately.

b) The quarterly results are displayed on www.indokem.co.in  and on website of BSE.

c) The official news releases of the Company are displayed on the website of the Company and on the website of BSE.

14. General Shareholder Information:

a. Annual General Meeting:

Date: 21st December

Time : 04.00 P.M.

Venue : The Matunga Mitra Mandal Hall, The Karnataka Housing Co-op. Society Ltd., Mogul Lane, Mahim (West), Mumbai - 400 016.

b. Financial Year (Calendar):

Quarter Tentative date of declaration of Results

30th June, 2015 : 14th August, 2015

30th September, 2015 : 14th November, 2015

31st December, 2015 : 14th February, 2016

31st March, 2016 : 30th May, 2016

Date of Annual General Meeting : Last week of September, 2016

c. Date of Book Closure:

Thursday, 15th December, 2015 to Monday, 21st December, 2015

d. Listing on Stock Exchanges:

The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

e. Stock Code:

The Bombay Stock Exchange Limited : 504092

g. Registrar and Transfer Agents:

Sharex Dynamic (India) Pvt. Ltd, Unit No.1, Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072. Tel. No.: 2851 5606 / 2851 5644. Email: sharexindia@vsnl.com Website: www.sharexindia.com

h. Share Transfer System:

Securities lodged for transfer at the Registrar's office are normally processed within 15 days from the date of lodgment, if the documents are proper in all respect. All requests for dematerialization of securities are processed and the confirmation is given to the depositories within 15 days. Any queries in respect of share transfer and transmission are dealt with by the Share Transfer Committee and the Shareholder's Grievances Committee.

l. Company has not issued any GDRs / ADRs / Share Warrants or any convertible instruments.

m. Address for correspondence:

410/411, Khatau House, Mogul Lane, Mahim (West), Mumbai - 400016.

For INDOKEM LIMITED

MAHENDRA K. KHATAU

CHAIRMAN AND MANAGING DIRECTOR

Place: Mumbai

Date: 3rd November 2015