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International Combustion (India) Ltd.

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International Combustion (India) Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

INTRODUCTION

The Company's Report on Corporate Governance for the year ended 31st March, 2015 as required under Clause 49 of the Equity Listing Agreement with Stock Exchanges, is furnished below :

A. Company's Philosophy on Corporate Governance

The philosophy of the Company is to aim for optimum performance at all levels. For achieving the same, the Company follows the basic Corporate Governance practices viz. fair and transparent business practices, effective management control by the Board, compliance of laws, monitoring of executive performance, accountability for performance and monitoring of business risks. The Company believes that good Corporate Governance generates from the mind-set of the organisation and is based on the principles of equity, accountability and commitment to do things in a manner where the resources available can be effectively utilised to meet the stakeholders' aspirations and social expectations.

The Company consistently strives to protect and facilitate the exercise of shareholders' rights, to provide adequate and timely information to shareholders on relevant matters and to ensure equitable treatment of all shareholders. The Company recognizes the rights and interests of all its various stakeholders and seeks to encourage co-operation with them.

B. Board of Directors

(i) Composition

The Board of Directors of the Company, as on 31st March, 2015, comprised of 6 (six) members with two Executive Directors - Managing Director and Executive Director (Whole-time Director) and four Non-Executive Directors, three of whom were Independent Directors. Mr. Sukhendu Ray, Independent Director, resigned from the Board on 2nd April, 2015 and Mrs. (Prof.) Bharati Ray was appointed as an Independent Director on 7th April, 2015. The Chairman of the Board is a Non-Executive Director. The Non-Executive Directors with specialization in their respective fields are bringing in a wide range of skills and experience.

(ii) Attendance of the Directors at the Board Meetings of the Company held during the year ended 31st March, 2015 and at the last Annual General Meeting (AGM) along with no. of other Directorship(s), other Committee Membership(s) and the Directors' shareholding as on 31st March, 2015 are given below :-

 (iii) Meetings of the Board of Directors

The meetings of the Board are usually held at the Registered Office of the Company at Infinity Benchmark, 11th Floor, Plot No. G-1, Block EP & GP, Sector - V, Salt Lake Electronics Complex, Kolkata - 700 091. During the year under review, 8 (eight) Board Meetings were held on 02.05.2014, 20.05.2014, 11.06.2014, 25.07.2014, 12.09.2014, 05.11.2014, 24.12.2014 & 06.02.2015. The Company Secretary prepares the Agenda in consultation with the Chairman of the Board, for each meeting and circulates the same in advance to the Directors. The Board meets at least once in every quarter to review the Quarterly Results and other items on the Agenda. The information as required under Annexure 1A to Clause 49 of the Listing Agreement is made available periodically to the Board. Details of Directors seeking appointment/ re-appointment at the forthcoming 79th Annual General Meeting are being circulated with the Notice convening the Annual General Meeting. The Board periodically reviews the compliance reports on various laws applicable to the Company and takes steps to rectify instances of non-compliance, if any. Copies of Minutes of the Board Meetings are circulated among the members of the Board for their confirmation and comments, if any.

C. Board Committees

(i) Audit Committee

The Audit Committee of the Board of Directors of the Company currently comprises of three Directors - two of whom are Independent and Non-Executive. The Chairman of the Committee is an Independent Non-Executive Director. As on 31st March, 2015, the Committee comprised of a fourth member, Mr. Sukhendu Ray, who was acting as its Chairman till his resignation from the Board on 2nd April, 2015. The composition of the Audit Committee is in line with the Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013. During the year ended 31st March, 2015, 9 (nine) Meetings of the Audit Committee were held - on 02.05.2014, 20.05.2014, 25.07.2014, 14.08.2014, 05.11.2014, 20.11.2014, 22.01.2015, 06.02.2015 & 17.03.2015.

The Company Secretary attends the Committee Meetings as Secretary to the Committee. The

Statutory Auditors, Internal Auditors & Sr. General Manager (Finance) & Chief Financial Officer are invitees to the Audit Committee meetings.

The Audit Committee acts as a link between the management, statutory auditors, internal auditors and the Board of Directors. The terms of reference of the Audit Committee, inter-alia, include those specified under the revised Clause 49 of the Listing Agreement as well as under Section 177 of the Companies Act, 2013, such as :

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of Statutory Auditors, Cost Auditors, Internal Auditors and Tax Auditors and fixation of their fees;

• Approval of payment for any other services rendered by Statutory Auditors;

• Reviewing the Quarterly/Half Yearly Financial Results and the Audited Financial Results before they are submitted to the Board for their approval;

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

• Approval/ ratification of related party transactions on quarterly basis;

• Granting of omnibus approval to material related party transactions in accordance with the Related Party Transactions Policy of the Company;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management, the annual financial statements and auditor's report thereon

before submission to the board for approval.

• Reviewing, with the management, the statement of uses / application of funds raised through

an issue (public issue, rights issue, preferential issue, etc.).

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Discussion with internal auditors of any significant findings and follow up there on;

• 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;

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate ;

• Review of the following information :-

a. Management discussion and analysis of financial condition and results of operations;

b. Internal Audit Reports.

(ii) Share Transfer & Stakeholders' Relationship Committee

(a) Terms of reference

• Approval of transfers, transmission and transposition of shares or other securities, if any, including the power to disapprove the transfers in accordance with the provisions of the Companies Act, 2013, Securities Contracts (Regulation) Act, 1956, and the Listing Agreements with Stock Exchanges.

• Issue of new share certificates on split/consolidation, issue of duplicate share certificates against lost/mutilated shares, etc.

• Redressal of shareholders' complaints including complaints related to non-receipt of Annual Reports, non-receipt of declared dividends, non-receipt of share certificates after transfer, transmission, split, consolidation, etc.

(b) Composition

As on 31st March, 2015, the Committee comprised of three Directors viz. Mr. Sanjay Bagaria, Non-Executive Director as Chairman of the Committee, Mr. Indrajit Sen, Managing Director and Mr. Sukhendu Ray, Non-Executive Independent Director. Post the resignation of Mr. Sukhendu Ray from the Board of Directors of the Company and his resulting cessation from the membership of the Committee with effect from 2nd April, 2015, Mrs. (Prof.) Bharati Ray, appointed as an Independent Director on 7th April, 2015, was inducted as a member of the Committee with effect from the said date. During the year under review, this Committee met eight times - 11.04.2014, 22.05.2014, 04.06.2014, 09.07.2014, 08.08.2014, 02.12.2014, 12.01.2015 & 18.02.2015. All the meetings of the Share Transfer & Stakeholders' Relationship Committee were attended by all members except one meeting which Mr. Sukhendu Ray could not attend.

(c) Investors' Complaints

Mr. Suhas Chandra Saha, Company Secretary, is the Compliance Officer of the Company for, inter-alia, ensuring compliance with the requirements under the Listing Agreement with Stock Exchanges & Companies Act, 2013 and also for attending to the investor-related issues and grievances.

Investors' complaints which cannot be settled at the level of Compliance Officer and CB

Management Services (P) Ltd. - Registrar and Share Transfer Agents of the Company, are forwarded to the Share Transfer & Stakeholders' Relationship Committee for final settlement.

The Share Transfer & Stakeholders' Relationship Committee also reviews all complaints received through SCORES, the web-based investor grievance redressal portal lunched by the Securities & Exchange Board of India.

Name, designation & address of Compliance Officer :

Name : Mr. Suhas Chandra Saha Designation : Company Secretary

Address : Infinity Benchmark, 11th Floor, Plot No. G-1, Block EP. & GP, Sector - V, Salt Lake Electronics Complex, Kolkata - 700 091.

E-mail ID : sc.saha@internationalcombustion.in  (for Investors' complaint).

The number of shareholders' complaints received during the Financial Year 2014-15 was 2 (two) which were duly redressed. No shareholders' complaints were pending unresolved as at the end of the Financial Year 2014-15.

(iii) Nomination & Remuneration Committee

As on 31st March, 2015, the Nomination & Remuneration Committee comprised of four Directors, viz. Mr. Ratan Lal Gaggar, Independent Director & Chairman of the Committee, Mr. Ravi Ranjan Prasad, Independent Director (inducted into the Committee with effect from 6th February, 2015), Mr. Sukhendu Ray, Independent Director and Mr. Sanjay Bagaria, Non-Executive Director (inducted into the Committee with effect from 2nd May, 2014). Mr. Sukhendu Ray resigned from the Board of Directors of the Company with effect from 2nd April, 2015 and resultantly, ceased to be a member of the Committee. The Committee has power to regulate its meetings and proceedings. In accordance with the requirement of Section 178 of the Companies Act, 2013, & the revised Clause 49 of the Equity Listing Agreement with Stock Exchanges, its terms of reference have also been expanded.

Presently, the Committee is responsible, inter-alia, for :-

• Recommending to the Board the appointments/ re-appointments of Directors and of other Key Managerial Personnel,

• Formulation of criteria for determining qualifications, positive attributes and independence of a Director,

• Recommending to the Board of Directors, the remuneration payable to the Managing Director, Executive Directors and other Key Managerial Personnel of the Company,

• Recommending to the Board, the Remuneration Policy of the Company,

• Devising a Policy on Board Diversity,

• Formulation of criteria for performance evaluation of all Directors and the Board as a whole.

During the Financial Year 2014-15, the Committee met three times - on 20th May, 2014, 11th June, 2014 & 24th December, 2014. Mr. Sanjay Bagaria & Mr. Sukhendu Ray attended all three meetings whereas Mr. Ratan Lal Gaggar attended two meetings.

The Board, on 20th May, 2014, adopted a Remuneration Policy recommended by the Nomination & Remuneration Committee. The Policy ensures that the level of remuneration payable to the Executive Directors and Key Managerial Personnel is reasonable and sufficient to attract, retain & motivate them. For further details of the Remuneration Policy, please refer to the Directors' Report forming part of this Annual Report.

D. Details of Directors' Remuneration for the year ended 31st March, 2015

• The tenure of office of the Managing Director and Executive Director (Whole-time Director) of the Company was for a period of three years with effect from 1st May, 2012 to 30th April, 2015. Mr. Sanjoy Saha has retired from the services of the Company with effect from 1st May, 2015 and has thus ceased to be an Executive Director (Whole-time Director). Mr. Indrajit Sen has been re-appointed as the Managing Director of the Company for a further period of three years with effect from 1st May, 2015. The MD's tenure of office can however be terminated by either party by giving six months' notice in writing or salary in lieu thereof. There is no separate provision for payment of severance fees to the MD.

• Pursuant to the Companies Act, 2013, now, all the Directors except the Independent Directors retire by rotation.

• There are no stock options available/ issued to any Director of the Company.

• The Chairman is paid a commission @ 1% of the net profits of the Company which has been approved by the Board and the shareholders and is in conformity with the provisions of Section 197 of the Companies Act, 2013.

• The Non-executive Directors were paid a fee of Rs. 5,000/- (Rs. 10,000/- with effect from 7th April, 2015) for attending each meeting of the Board or committee thereof.

E.  Disclosures

(a) Related party transactions

All related party transactions have been entered into in the ordinary course of business on an arm's length basis and are placed periodically before the Audit Committee in summary form. There are no significant related party transactions, which have conflict with the interests of the Company at large. The related party transactions have been disclosed in Note No. 31.06 of the Notes to the Financial Statements for the year ended 31st March, 2015 and also as an Annexure to the Board's Report for the said year.

The Board has adopted a Related Party Transactions Policy which has been posted on the website of the Company (weblink : <http://www.internationalcombustion.in/admin/uploadpdf/RPT_Policy.pdf>). The Audit Committee of the Board has been made responsible for monitoring the implementation of the said Policy and for ensuring compliance with the same.

(b) Disclosure of accounting treatment

The applicable Accounting Standards as issued by the Institute of Chartered Accountants of India and notified by the Central Government under the Companies Act have been followed in preparation of the financial statements of the Company and the same has been disclosed in the notes to the Annual Financial Statements.

(c) Board Disclosures - Risk Management

The Company has established a Risk Management Plan, covering the risk assessment/minimization procedures as approved by the Board. During the year ended 31st March 2015, these procedures for risk assessment and minimization have been updated. These have been disclosed in the Management Discussion and Analysis Report forming a part of the Directors' Report. The Board has constituted a Risk Management Committee comprising of Mr. Sanjay Bagaria, Chairman of the Committee, Mr. Indrajit Sen, Managing Director & Mr. S. C. Saha, Company Secretary, which is responsible for implementing the Risk Management Plan framed by the Board.

(d) Matters related to capital market

The Company has complied with the requirements of the Stock Exchanges, SEBI and other authorities on all matters relating to capital markets. No penalties or strictures have been imposed on the Company by any Stock Exchange or SEBI or any statutory authority on any matter relating to capital markets during the last three years.

(e) Management Discussion & Analysis Report

The Management Discussion & Analysis Report, as required under Clause 49 of the Equity Listing Agreement with Stock Exchanges, is attached to and forms a part of the Directors' Report.

(f) Code of Conduct

The Company has laid down a Code of Conduct for all Board members and Sr. Managerial Personnel of the Company. In accordance with the Companies Act, 2013, the Code of Conduct has been revised to include therein the Code for Independent Directors as specified in Schedule IV to the said Act. The Code of Conduct is available on the website of the Company at www.internationalcombustion.in . All Board members and Sr. Management Personnel affirm compliance with the Code of Conduct on an annual basis. A declaration to this effect duly signed by the Managing Director of the Company is annexed along with this Report.

(g) Vigil Mechanism (Whistle Blower Policy)

As required under the Companies Act, 2013 & the revised Clause 49 of the Equity Listing Agreement with Stock Exchanges, a Vigil Mechanism (Whistle Blower Policy) of the Company was adopted by the Board on 2nd May, 2014 and placed on the Company's website for the purpose of enabling the Directors and Employees to report unethical behaviour, actual or suspected fraud and violation of the Company's Code of Conduct or ethics policy. The Audit Committee of the Board has been made responsible for overseeing/ monitoring the functioning and implementation of the said Vigil Mechanism. It is hereby affirmed that no personnel of the Company has been denied access to the Audit Committee of the Board.

(h) CEO & CFO's Certification

The Managing Director (CEO) and the Senior General Manager (Finance) & Chief Financial Officer (CFO) have given a Certificate to the Board of Directors as per Clause 49(V) of the Listing Agreement for the year ended 31st March, 2015, which is annexed at the end of this Report.

(i) Means of Communication

Quarterly/half yearly unaudited and annual audited financial results of the Company are sent to the Stock Exchanges immediately after they are reviewed by the Audit Committee and approved

by the Board. The quarterly and annual financial results are normally published in leading English Daily newspaper (Business Standard - all editions) and a Bengali Daily ("Ei Samay"). The same is also posted on the website of the Company - www.internationalcombustion.in .

(j) Independent Directors

In accordance with the Companies Act, 2013, the maximum tenure of the Independent Directors has now been fixed at five years from the date of their appointment or the commencement of the Act, whichever is later, subject, however, to the possibility of a second and final term of five years with the consent of the shareholders vide a Special Resolution. A formal letter of appointment is issued to Independent Directors and the same is placed on the website of the Company.

The performance evaluation of the Independent Directors is carried out on a yearly basis by the entire Board (excluding the Director being evaluated) on the basis of the following evaluation criteria formulated by the Nomination & Remuneration Committee of the Board :-

i) Adequacy of Preparation by the Director for Board & Committee Meetings,

ii) Effectiveness of Participation by the Director at Board & Committee Meetings,

iii) Insight & Observations given/ made by the Director

iv) Expression of Views by the Director,

v) Amount of time provided by the Director even outside Board/ Committee Meetings,

vi) Understanding by the Director of the sector and needs of the Company, and

vii) Level of confidence and respect of the Board & Management enjoyed by the Director.

A separate meeting of Independent Directors is held once a year to review the performance of non-independent Directors & the Board as a whole and to assess the quality, quantity and timeliness of flow of information between the Company management and Board.

The details of familiarization programmes for Independent Directors has been posted on the website of the Company (weblink : <http://www.internationalcombustion.in/> admin/uploadpdf/FAM_PROG_ID.pdf).

(k) Quarterly Compliance Report on Corporate Governance

As required under Clause 49 of the Equity Listing Agreement with Stock Exchanges, a Quarterly Compliance Report on Corporate Governance in the prescribed format signed by the Compliance Officer is submitted to the Stock Exchanges within fifteen days of the end of the quarter.

(l) Auditors' Certificate on Compliance of Conditions of Corporate Governance

As stipulated under Clause 49 of the Equity Listing Agreement with Stock Exchanges, the Company obtains an annual certificate from M/s. Lodha & Co., Statutory Auditors, confirming compliance of conditions of Corporate Governance and the same is annexed to the Directors' Report and sent to shareholders and Stock Exchanges as part of the Annual Report.

(m) Compliance with Mandatory/ Non-Mandatory requirements of Clause 49

The Company has complied with all the mandatory requirements prescribed in Clause 49 of the Equity Listing Agreement with Stock Exchanges. The Company has complied with the following non-mandatory requirements prescribed in Clause 49 of the Equity Listing Agreement with Stock Exchanges :

• The Company is maintaining an office for the Non-Executive Chairman at the Registered Office of the Company and the Non-Executive Chairman is also allowed reimbursement of expenses incurred by him in performance of his duties.

• Separate persons have been appointed to the posts of Chairman and Managing Director.

• There is no qualification in the Auditors' Report to the shareholders of the Company on the Financial Statements for the year ended 31st March, 2015.

G. GENERAL SHAREHOLDERS' INFORMATION :

(a) Annual General Meeting :

The 79th Annual General Meeting of the shareholders of the Company has been convened on Friday, the 18th September, 2015 at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 at 2.00 P.M.

(b) Financial Year of the Company :

1st April to 31st March.

(c) Tentative Financial Calendar :

Events Period

1 Audited Annual Results for 2014-15 May 8, 2015

2 Mailing of Annual Reports 2014-15 By 18th August, 2015

3 First Quarter Results (30th June, 2015) By 31st July, 2015

4 Annual General Meeting September 18, 2015

5 Second Quarter Results (30th Sept., 2015) By second week of November, 2015

6Third Quarter Results (31st Dec., 2015) By first week of February, 2016

7 Audited Annual Results for 2015-16 By 30th May, 2016

(d) Book Closure :

The Share Transfer Books and Register of Members of the Company will remain closed from Saturday, 12th September, 2015 to Friday, 18th September, 2015 (both days inclusive) for the purpose of AGM & Dividend.

(e) Dividend Payment :

Dividend, if declared at the Annual General Meeting, will be paid on and from Monday, 28th

September, 2015, to those members/beneficial owners whose names appear on the Register of Members as at the close of business on Friday, 11th September 2015.

(f) Listing of Equity Shares on Stock Exchange :

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and on the Calcutta Stock Exchange Limited, Kolkata (CSE). The Board of Directors of the Company at their meeting held on 13th November, 2013, have resolved to voluntarily delist the equity shares of the Company from the CSE in compliance with the Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. However, the equity shares of the Company shall continue to be listed on the BSE. The Company is in the process of complying with the procedural requirements of the CSE for effecting the said voluntary delisting.

(g) Listing Fees

The Company has paid the listing fees for the Financial Year 2015-16 to BSE.

(h) Custodial Fees to Depository

The Company has paid the custodial fees upto the Financial Year 2014-15 to the National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL]. The custodial fees for the Financial Year 2015-16 shall be paid to NSDL & CDSL on receipt of the invoices from them.

(i) Stock Codes :

BSE : 505737 CSE : 019233

(j) Demat ISIN Number

: INE403C01014.

(k) Registrar and Share Transfer Agents :

The Company has retained C B Management Services (P) Ltd., P-22, Bondel Road, Kolkata -700019 (CBMS), SEBI registered Registrars & Share Transfer Agents, to carry out the share related activities, both physical and dematerialised.

(l) Share Transfer System

Transfers/ transmissions of shares in scrip/ physical form are processed and share certificates duly endorsed & delivered within a period of fifteen days from the date of receipt thereof, subject to the documents relating to the transfers being valid and complete in all respects. To improve and speed up the investor servicing, the Board has delegated the authority for approving transfers, transmissions, etc. to the Share Transfer & Stakeholders' Relationship Committee which approves the same within a fortnight of the lodgement thereof. The endorsements on the share certificates of the transfers are duly authenticated by the Company Secretary. The Company obtains a half-yearly certificate from a Practicing Company Secretary confirming timely completion of all activities in connection with the share transfers/ transmissions/ transpositions, splits/ consolidations/ issue of duplicate share certificates, rematerialisation of share certificates, etc. as required under Clause 47(c) of the Equity Listing Agreements with Stock Exchanges and submits a copy of the same to the Stock Exchanges.

(m) Dematerialisation of Shares :

As on 31st March, 2015, 95.37% of the Company's total paid up capital representing 22,79,588 shares were held in dematerialized form and the balance 4.63% representing 1,10,688 shares were held in scrip form.

 (n) Liquidity :

The average daily number of equity shares of the Company's scrip traded on the Bombay Stock Exchange Limited (BSE) during the Financial Year 2014-15 was 2,433 and the average daily turnover for the scrip on BSE was Rs. 5.81 lac.

(o) Outstanding Convertible Instruments :

No securities/ instruments/ warrants convertible into equity shares of the Company are outstanding as on 31st March, 2015.

(p) Share Capital Reconciliation Audit Report :

As stipulated by the Securities and Exchange Board of India, a qualified Practising Company Secretary has been appointed to carry out the Share Capital Reconciliation Audit at quarterly intervals to reconcile the total admitted Capital held in dematerialised form in National Securities

Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and in physical form with the total issued and listed Capital. The Audit is carried out every quarter and the Report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors. The Report, inter-alia, confirms that the total listed and paid up share capital of the Company is in agreement with the aggregate of the total dematerialized shares and those in the physical mode.

(q) Registered & Corporate Office :

Infinity Benchmark, 11th Floor, Plot No. G-1, Block EP & GP, Sector - V, Salt Lake Electronics Complex, Kolkata - 700 091

(r) Factory Locations :

Baidyabati : 156 (371), G. T. Road, Baidyabati, Dist. - Hooghly-712222, West Bengal

Nagpur : L-7, MIDC Industrial Area, Hingna, Nagpur - 440016, Maharashtra

Aurangabad : B-74/1, MIDC Waluj, P.O. Bajaj Nagar, Aurangabad - 431136, Maharashtra

Ajmer (Factory : Plot No. B-300, Ajaymeru Palra Industrial Area, Ajmer – 305 002, Rajasthan.

for Building Material Division underconstruction)

 (s) Regional / Branch Offices :

Aurangabad : B-74/1, MIDC Waluj, P.O. Bajaj Nagar, Aurangabad - 431136, Maharashtra Bangaluru : No. 548/51, 2nd Floor, Andal Temple Street, (Behind R. V. Teacher's College)

R. V. Road, Basavangudi, Bangalore - 560 004

Chennai : Modern Towers, 5th Floor, 23, West Cott Road, Royapettah Chennai - 600014

Hyderabad : Flat No.303, Bhanu Enclave, 7-1-638 to 643 Sundar Nagar, Hyderabad - 500038

Kolkata : Infinity Benchmark, 11th Floor, Plot No. G-1, Block EP & GP, Sector - V, Salt Lake Electronics Complex, Kolkata - 700 091

Mumbai : Khanna Construction House, 44, Dr. R. G. Thadani Marg, Worli, Mumbai - 400018 Nagpur : L-7, MIDC Industrial Area, Hingna, Nagpur - 440016, Maharashtra

New Delhi : 2E/28, Jhandewalan Extn., New Delhi - 110055 Pune : D 407, Business Court, Mukund Nagar, Pune - 411 037

Vadodara : 307, 3rd Floor, 'Opal Square Building', R.C. Dutt Road, Alkapuri, Vadodara - 390007

(t) Total number of employees as on 31.03.2015 :

466

(u) Address for Shareholders' Correspondence :

v) For Shares held in Physical Form - All correspondence regarding share transfers/ transmissions, change of address, bank mandates, nomination, etc. should be addressed to the Registrars and Share Transfer Agents of the Company at the following address :

C. B. Management Services (P) Limited

Unit : International Combustion (India) Limited

P-22, Bondel Road, Kolkata - 700019

Telephone : (033) 40116700/6715/6717/6724/6742; Fax : (033) 4011-6739 E-mail : rta@cbmsl.com

ii) Shares held in Dematerialized Form

All correspondence regarding change of address, bank mandates, nomination, etc. should be addressed to their respective depository participants.

iii) For Shares held in Physical/ Dematerialized Form

All correspondence regarding non-receipt of dividend, non-receipt of Annual Report or regarding any other general matter or regarding any difficulties, complaints or grievances, may be addressed to the Registrars and Share Transfer Agents of the Company at their address mentioned above or to Mr. S. C. Saha, Company Secretary (Compliance Officer) at the Registered Office at Infinity Benchmark, 11th Floor, Plot No. G-1, Block EP & GP, Sector - V, Salt Lake Electronics Complex, Kolkata 700 091 (Phone No. : 033-33153000/ 3013 ; Fax No. : 033-23576653) or sent by email at sc.saha@internationalcombustion.in  

For & on behalf of the Board

S. Bagaria

Chairman

Kolkata

8th May, 2015