01 May 2017 | Livemint.com

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ITC Ltd.

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ITC Ltd. Accounting Policy

Report on Corporate Governance

The Directors present the Company’s Report on Corporate Governance pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement with Stock Exchanges (‘Listing Regulations’).

ITC Limited has been one of the frontrunners in India to have put in place a formalised system of Corporate Governance. Its governance framework enjoins the highest standards of ethical and responsible conduct of business to create value for all stakeholders.

THE COMPANY’S GOVERNANCE PHILOSOPHY

ITC defines Corporate Governance as a systemic process by which companies are directed and controlled to enhance their wealth-generating capacity. Since large corporations employ a vast quantum of societal resources, ITC believes that the governance process should ensure that these resources are utilised in a manner that meets stakeholders’ aspirations and societal expectations. This belief is reflected in the Company’s deep commitment to contribute to the “triple bottom line”, namely the conservation and development of the nation’s economic, social and environmental capital.

ITC's Corporate Governance structure, systems and processes are based on two core principles:

(i) Management must have the executive freedom to drive the enterprise forward without undue restraints, and

(ii) This freedom of management should be exercised within a framework of effective accountability.

ITC believes that any meaningful policy on Corporate Governance must empower the executive management of the Company. At the same time, Governance must create a mechanism of checks and balances to ensure that the decision-making powers vested in the executive management are used with care and responsibility to meet stakeholders’ aspirations and societal expectations.

From this definition and core principles of Corporate Governance emerge the cornerstones of ITC’s governance philosophy, namely trusteeship, transparency, ethical corporate citizenship, empowerment, control and accountability. ITC believes that the practice of each of these creates the right corporate culture that fulfils the true purpose of Corporate Governance.

Trusteeship recognises that large corporations, which represent a coalition of interests, namely those of the shareholders, other providers of capital, business associates and employees, have both an economic and a social purpose, thereby casting the responsibility on the Board of Directors to protect and enhance shareholder value, as well as fulfil obligations to other stakeholders. Inherent in the concept of trusteeship is the responsibility to ensure equity, namely, that the rights of all shareholders, large or small, are protected.

Transparency means explaining the Company’s policies and actions to those to whom it has responsibilities. Externally, this means maximum appropriate disclosures without jeopardising the Company’s strategic interests and internally, this means openness in the Company’s relationship with its employees and in the conduct of its business. ITC believes transparency enhances accountability.

Ethical Corporate Citizenship means setting exemplary standards of ethical behaviour, both internally within the organisation, as well as in external relationships. ITC believes that unethical behaviour corrupts organisational culture and undermines stakeholder value. Governance processes in ITC continuously reinforce and help realise the Company’s belief in ethical corporate citizenship.

Empowerment is a process of unleashing creativity and innovation throughout the organisation by truly vesting decision-making powers at the most appropriate levels and as close to the scene of action as feasible, thereby helping actualise the potential of its employees. Empowerment is an essential concomitant of ITC’s first core principle of governance that management must have the freedom to drive the enterprise forward. ITC believes that empowerment combined with accountability provides an impetus to performance and improves effectiveness, thereby enhancing shareholder value.

Control ensures that freedom of management is exercised within a framework of checks and balances and is designed to prevent misuse of power, facilitate timely management of change and ensure effective management of risks. ITC believes that control is a necessary concomitant of its second core principle of governance that the freedom of management should be exercised within a framework of appropriate checks and balances.

THE GOVERNANCE STRUCTURE

The practice of Corporate Governance in ITC takes place at three interlinked levels:

Strategic supervision- by the Board of Directors

Strategic management- by the Corporate Management Committee

Executive management- by the Divisional / Strategic Business Unit (SBU) Chief Executive assisted by the respective Divisional / SBU Management Committee

The three-tier governance structure ensures that:

(a) Strategic supervision (on behalf of the shareholders), being free from involvement in the task of strategic management of the Company, can be conducted by the Board with objectivity, thereby sharpening accountability of management;

(b) Strategic management of the Company, uncluttered by the day-to-day tasks of executive management, remains focused and energised; and

(c) Executive management of a Division or SBU, free from collective strategic responsibilities for ITC as a whole, focuses on enhancing the quality, efficiency and effectiveness of the business.

The core roles of the key entities flow from this structure. The core roles, in turn, determine the core responsibilities of each entity. In order to discharge such responsibilities, each entity is empowered formally with requisite powers.

The structure, processes and practices of governance are designed to support effective management of multiple businesses while retaining focus on each one of them.

The Governance Document that sets out the structure, policies and practices of governance within the organisation is available on the Company’s corporate website www.itcportal.com for general information.

ROLES OF VARIOUS ENTITIES

Board of Directors (Board): The primary role of the Board is that of trusteeship to protect and enhance shareholder value through strategic supervision of ITC, its wholly owned subsidiaries and their wholly owned subsidiaries. As trustees, the Board ensures that the Company has clear goals aligned to shareholder value and its growth. The Board sets strategic goals and seeks accountability for their fulfilment. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfils stakeholders’ aspirations and societal expectations. The Board, as part and parcel of its functioning, also periodically reviews its role.

Corporate Management Committee (CMC): The primary role of the CMC is strategic management of the Company’s businesses within Board approved direction / framework. The CMC operates under the strategic supervision and control of the Board.

Chairman: The Chairman is the Chief Executive of the Company. He is the Chairman of the Board and the CMC. His primary role is to provide leadership to the Board and the CMC for realising Company goals in accordance with the charter approved by the Board. He is responsible, inter alia, for the working of the Board and the CMC, for ensuring that all relevant issues are on the agenda and for ensuring that all Directors and CMC members are enabled and encouraged to play a full part in the activities of the Board and the CMC, respectively. He keeps the Board informed on all matters of importance. He is also responsible for the balance of membership of the Board, subject to Board and Shareholder approvals. He presides over General Meetings of Shareholders.

Divisional Management Committee (DMC) / SBU Management Committee (SBU MC): The primary role of the DMC / SBU MC is executive management of the Divisional / SBU business to realise tactical and strategic objectives in accordance with Board approved plan.

Executive Director: The Executive Directors, as members of the CMC, contribute to the strategic management of the Company’s businesses within Board approved direction / framework. Executive Directors assume overall responsibility for the strategic management including governance processes and top management effectiveness for businesses / functions reporting to them. In the context of the multi-business character of the Company, an Executive Director is in the nature of a Managing Director for those businesses and functions reporting to him. As an Executive Director accountable to the Board for a wholly owned subsidiary or its wholly owned subsidiary, he acts as the custodian of ITC’s interests and is responsible for its governance in accordance with the charter approved by the Board.

Non-Executive Director: Non-Executive Directors, including Independent Directors, play a critical role in imparting balance to the Board processes by bringing an independent judgement on issues of strategy, performance, resources, standards of Company conduct etc.

Divisional / SBU Chief Executive Officer (CEO): The Divisional / SBU CEO for a business has the overall executive responsibility for its day-to-day operations and provides leadership to the DMC / SBU MC in its task of executive management of the business.

BOARD OF DIRECTORS

In terms of the Company’s Corporate Governance Policy, all statutory and other significant and material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders.

Composition

The ITC Board is a balanced Board, comprising Executive and Non-Executive Directors. The Non-Executive Directors include independent professionals. Executive Directors, including the Chairman, do not generally exceed one-third of the total strength of the Board.

In terms of the Articles of Association of the Company, the strength of the Board shall not be fewer than five nor more than eighteen. The present strength of the Board is sixteen, of which four are Executive Directors and eight are Non-Executive Independent Directors.

Meetings and Attendance

The Company’s Governance Policy requires the Board to meet at least six times in a year. The intervening period between two Board meetings was well within the maximum gap of 120 days prescribed under the Listing Regulations. The annual calendar of meetings is broadly determined at the beginning of each year.

Board Agenda

Meetings are governed by a structured agenda. The Board members, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. Agenda papers are generally circulated at least seven days prior to the Board meeting.

Information placed before the Board

In addition to matters required to be placed before the Board under the Governance Policy of the Company, the following are also tabled for the Board’s periodic review / information / approval:

• Internal Audit findings and External Audit Management  Reports (through the Audit Committee).

• Status of safety and legal compliance.

• Risk management processes.

• Succession to senior management (through the Nomination & Compensation Committee).

• Show Cause, demand, prosecution and adjudication notices, if any, from revenue authorities which are considered materially important, including any exposure that exceeds 1% of the Company’s net worth, and their outcome.

• Significant court judgement or order passing strictures, if any, on the conduct of the Company or a subsidiary of the Company or any employee, which could negatively impact the Company’s image.

• Product liability claims of a substantial nature, if any.

• Default, if any, in payment of dues to any major creditor.

• Write-offs / disposals (fixed assets, inventories, receivables, advances etc.) on a half-yearly basis.

• Half-yearly summary of bank guarantees issued.

• All other matters required to be placed before the Board for its review / information / approval under the Listing Regulations and other statutes.

Post-meeting follow-up system

The Governance processes in the Company include an effective post-meeting follow-up, review and reporting process for action taken / pending on decisions of the Board, the Board Committees, the CMC and the Divisional / SBU Management Committees.

Details of Board Meetings during the financial year

During the financial year ended 31st March, 2016, six meetings of the Board were held, as follows:

COMMITTEES OF THE BOARD

Currently, there are five Board Committees – the Audit Committee, the Nomination & Compensation Committee, the Securityholders Relationship Committee, the CSR and Sustainability Committee and the Independent Directors Committee. The terms of reference of the Board Committees are determined by the Board from time to time. The terms of reference of the Independent Directors Committee have been adopted as provided in the statute. Meetings of each Board Committee are convened by the respective Committee Chairman. Matters requiring the Board’s attention / approval, as emanating from the Board Committee meetings, are placed before the Board by the respective Committee Chairman. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below.

I. AUDIT COMMITTEE

The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures:

• efficiency and effectiveness of operations, both domestic and overseas.

• safeguarding of assets and adequacy of provisions for all liabilities.

• reliability of financial and other management information and adequacy of disclosures.

• compliance with all relevant statutes.

The role of the Committee includes the following:

(a) To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

(b) To recommend the appointment, remuneration, terms of appointment, and removal of Statutory Auditors, and to review the manner of rotation of Statutory Auditors;

(c) To recommend the appointment, remuneration and removal of Cost Auditors, where necessary;

(d) To approve transactions of the Company with related parties, including modifications thereto;

(e) To review and monitor the Statutory Auditors’ independence and performance, and effectiveness of the audit process;

(f) To evaluate the Company’s internal financial controls and risk management systems;

(g) To review with the management the following:

1. Annual financial statements and Auditors’ Report thereon before submission to the Board for approval;

2. Quarterly financial statements before submission to the Board for approval;

(h) To review the following:

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

2. Adequacy of internal control systems and the Company’s statement on the same prior to endorsement by the Board, such review to be done in consultation with the management, Statutory and Internal Auditors;

3. Reports of Internal Audit and discussion with Internal Auditors on any significant findings and follow-up thereon;

4. System for storage, retrieval, security etc. of books of account maintained in the electronic form;

5. Functioning of Whistle Blower mechanism in the Company.

Composition

The Audit Committee presently comprises five Non-Executive Directors, four of whom are Independent Directors. The Chairman of the Committee is an Independent Director. The Executive Director & Chief Financial Officer, the Head of Internal Audit and the representative of the Statutory Auditors are Invitees to meetings of the Audit Committee. The Head of Internal Audit, who reports to the Audit Committee, is the Coordinator, and the Company Secretary is the Secretary to the Committee. The representatives of the Cost Auditors are invited to meetings of the Audit Committee whenever matters relating to cost audit are considered. All members of the Committee are financially literate; four members, including the Chairman of the Committee, have accounting and financial management expertise.

The names of the members of the Audit Committee, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts.

II. NOMINATION & COMPENSATION COMMITTEE

The Nomination and Remuneration Committee of the Board, under the nomenclature ‘Nomination & Compensation Committee’, inter alia, identifies persons qualified to become Directors and formulates criteria for evaluation of performance of the Independent Directors & the Board. The Committee’s role also includes recommending to the Board the appointment, remuneration and removal of Directors and Corporate Management Committee Members. This Committee also has the responsibility for administering the Employee Stock Option Schemes of the Company.

Composition

The Nomination & Compensation Committee presently comprises four Non-Executive Directors, three of whom are Independent Directors, and the Chairman of the Company. Mr. S. H. Khan, who was the Chairman of the Committee, expired on 12th January, 2016. The names of the members of the Nomination & Compensation Committee are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts.

Remuneration Policy

ITC’s remuneration policy aims at attracting and retaining high calibre talent. The remuneration policy, therefore, is market-led and takes into account the competitive circumstance of each business so as to attract and retain quality talent and leverage performance significantly. The Policy on remuneration of Directors, Key Managerial Personnel and other employees of the Company is provided in the Annexure forming part of this Report.

Remuneration of Directors

Remuneration of the Chairman and other Executive Directors is determined by the Board, on the recommendation of the Nomination & Compensation Committee; remuneration of the Executive Directors is subject to the approval of the Shareholders. The Chairman and Executive Directors are entitled to performance bonus for each financial year up to a maximum of 200% and 150% of their consolidated salary, respectively, and as may be determined by the Board,on the recommendation of the Nomination & Compensation Committee. Such remuneration is linked to the performance of the Company inasmuch as the performance bonus is based on various qualitative and quantitative performance criteria.

Non-Executive Directors, including Independent Directors, are entitled to remuneration by way of commission for each financial year, presently ranging between Rs. 12,00,000/- and Rs. 20,00,000/- individually, as approved by the Shareholders. Non-Executive Directors’ commission is determined by the Board based, inter alia, on Company performance and regulatory provisions and is payable on a uniform basis to reinforce the principle of collective responsibility. Non-Executive Directors are also entitled to sitting fees for attending meetings of the Board / Committee thereof, the quantum of which is determined by the Board. The sitting fees to Non-Executive Directors as determined by the Board are presently Rs. 1,00,000/- for each meeting of the Board, Rs. 50,000/- for each meeting of the Audit Committee, Nomination & Compensation Committee, CSR and Sustainability Committee and Independent Directors Committee and Rs. 10,000/- for each meeting of the Securityholders Relationship Committee. Non-Executive Directors are also entitled to coverage under Personal Accident Insurance.

Performance Evaluation of Directors

The Nomination & Compensation Committee has approved the Policy on Board evaluation, evaluation of Board Committees’ functioning and individual Director evaluation, synopsis of which is provided in the ‘Report of the Board of Directors & Management Discussion and Analysis’ in the Report and Accounts.

Employee Stock Option Schemes

The Company granted 69,09,600 Options during the financial year to the eligible employees and Directors of the Company, other than Independent Directors, and eligible employees of some of its subsidiary companies.

Each Option entitles the holder thereof to apply for and be allotted ten Ordinary shares of the Company of ` 1/- each upon payment of the exercise price during the exercise period. The exercise period commences from the date of vesting of the Options and expires at the end of five years from the date of such vesting.

The vesting period for conversion of Options is as follows:

On completion of 12 months from the date of grant of the Options : 30% vests

On completion of 24 months from the date of grant of the Options : 30% vests

On completion of 36 months from the date of grant of the Options : 40% vests

Service Contracts, Severance Fee and Notice Period

The appointment of the Executive Directors is governed by resolutions passed by the Board and the Shareholders of the Company, which cover the terms and conditions of such appointment read with the service rules of the Company. A separate Service Contract is not entered into by the Company with those elevated to the Board from the management cadre, since they already have a Service Contract with the Company. Letters of appointment have been issued by the Company to the Independent Directors, incorporating their roles, duties, responsibilities etc., which have been accepted by them.

There is no separate provision for payment of severance fee under the resolutions governing the appointment of Executive Directors who have all been drawn from amongst the management cadre. The statutory provisions will however apply. With respect to notice period of Directors, the statutory provisions will also apply.

III. SECURITYHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board, under the nomenclature ‘Securityholders Relationship Committee’, oversees redressal of shareholder and investor grievances and, inter alia, approves transmission of shares, sub-division / consolidation / renewal / issue of duplicate share certificates etc. and allotment of shares upon exercise of Options under the Company’s Employee Stock Option Schemes.

Composition

The Securityholders Relationship Committee presently comprises four Directors. The Chairman of the Committee is a Non-Executive Director.

The names of the members of the Securityholders Relationship Committee, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts.

IV. CSR AND SUSTAINABILITY COMMITTEE

The role of the CSR Committee of the Board, under the nomenclature ‘CSR and Sustainability Committee’, is inter alia, to review, monitor and provide strategic direction to the Company’s CSR and sustainability practices towards fulfilling its triple bottom line objectives. The Committee seeks to guide the Company in integrating its social and environmental objectives with its business strategies and assists in crafting unique models to support creation of sustainable livelihoods. The Committee formulates & monitors the CSR Policy and recommends to the Board the annual CSR Plan of the Company in terms of the Companies Act, 2013.

Composition

The CSR and Sustainability Committee presently comprises the Chairman of the Company and five Non-Executive Directors, two of whom are Independent Directors. The Chairman of the Company is the Chairman of the Committee.

The names of the members of the CSR and Sustainability Committee, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts.

V. INDEPENDENT DIRECTORS COMMITTEE

The statutory role of the Independent Directors Committee of the Board is to review the performance of non-Independent Directors, the Board and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

Composition

The Independent Directors Committee comprises all the Independent Directors of the Company.

The names of the Independent Directors and the Committee Chairman are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts.

Meetings and Attendance

The Committee met on 27th March, 2015 and again on 8th April, 2016.

CORPORATE MANAGEMENT COMMITTEE

The primary role of the Corporate Management Committee is strategic management of the Company’s businesses within Board approved direction / framework.

Composition

The Corporate Management Committee presently comprises all the Executive Directors and six senior members of management. The Chairman of the Company is the Chairman of the Committee. The composition of the Corporate Management Committee is determined by the Board based on the recommendation of the Nomination & Compensation Committee.

The names of the members of the Corporate Management Committee, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts.

Meetings and Attendance

Matters requiring the Board’s attention / approval are placed in the form of notes from the relevant Executive Director / Corporate Management Committee Member, backed by comprehensive background information, alongwith Divisional / SBU Management Committee’s recommendation / approval, where applicable. Agenda papers are generally circulated at least three days prior to the meeting. Minutes of Corporate Management Committee meetings are placed before the Board for its information.

FAMILIARISATION PROGRAMME FOR DIRECTORS

ITC believes that a Board, which is well informed / familiarised with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders’ aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations & economic environment and on matters affecting the Company, to enable them to take well informed and timely decisions. Visits to Company facilities are also organised for the Directors. Further details may be accessed on the Company’s corporate website at http://www.itcportal.com/about itc/leadership/ board-of-directors.aspx.

DISCLOSURES

• Details of non-compliances, penalties, strictures by Stock Exchanges / SEBI / Statutory Authorities on any matter related to capital markets during the last three years:

NONE

 •  Inter-se relationships between Directors and Key Managerial Personnel of the Company:

None

•  Materially significant related party transactions which may have potential conflict with the interests of the Company at large:

None

•  Material financial and commercial transactions of senior management, where they may have had personal interest, and which had potential conflict with the interests of the Company at large:

None

•  Information with respect to ‘Commodity Price Risk or Foreign Exchange Risk and Hedging Activities’ is provided in the ‘Report of the Board of Directors & Management Discussion and Analysis’ in the Report and Accounts.

MEANS OF COMMUNICATION

Timely disclosure of consistent, comparable, relevant and reliable information on corporate financial performance is at the core of good governance. Towards this end -

•  The quarterly results of the Company were announced within a month from the end of the quarter. Audited annual results alongwith the results for the fourth quarter were announced within sixty days from the end of the financial year. These results were published, inter alia, in ‘The Times of India’ and ‘Bartaman’ / ‘Aajkaal’ from Kolkata, and on an all India basis in major newspapers, and also in ‘Luxemburger Wort’, Luxembourg. As in the past, the Company will publish its quarterly, half-yearly and annual financial results and also post such results on the Company’s corporate website www.itcportal.com.

The Company’s presentations on the results, quarterly results updates alongwith FAQs are made available on the Company’s corporate website.

•  The Company’s corporate website provides comprehensive information on ITC’s portfolio of businesses, CSR and Sustainability initiatives, EHS performance, shareholding pattern and contact details of Company’s employees responsible for assisting investors & handling investor grievances. The website has entire sections dedicated to ITC’s profile, history and evolution, its core values, corporate governance and leadership. An exclusive section on ‘Shareholder Value’ serves to inform and service Shareholders, enabling them to access information at their convenience. The entire Report and Accounts as well as quarterly, half-yearly and annual financial results are available in downloadable formats under the section ‘Shareholder Value’ on the Company’s website as a measure of added convenience to investors. The ‘Media Centre’ section includes all major media releases from the Company and relevant media reports.

•  The Report of the Board of Directors, forming part of the Report and Accounts, includes all aspects of Management Discussion and Analysis as required under the Listing Regulations.

ITC CODE OF CONDUCT

The ITC Code of Conduct, adopted by the Board of Directors, is applicable to Directors, senior management and employees of the Company. The Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company’s business and reputation. The Code covers ITC’s commitment to CSR and sustainable development, concern for occupational health, safety and environment, a gender friendly workplace, transparency and auditability, legal compliance and the philosophy of leading by personal example. The Code is available on the Company’s corporate website.

WHISTLEBLOWER POLICY

Synopsis of the Whistleblower Policy of the Company is provided in the ‘Report of the Board of Directors & Management Discussion and Analysis’ in the Report and Accounts. The Whistleblower Policy is also available on the Company’s corporate website.

POLICY FOR DETERMINATION OF A MATERIAL SUBSIDIARY

The Policy may be accessed on the Company’s website at http://www.itcportal.com/about-itc/policies/policyon- material-subsidiaries.aspx.

POLICY ON RELATED PARTY TRANSACTIONS

The Policy may be accessed on the Company’s website at http://www.itcportal.com/about-itc/policies/policyon- rpt.aspx.

ITC CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING - 2015

ITC Code of Conduct for Prevention of Insider Trading - 2015, approved by the Board of Directors, inter alia, prohibits purchase or sale of securities of the Company by Directors and employees while in possession of unpublished price sensitive information in relation to the Company.

DISCRETIONARY REQUIREMENTS UNDER THE LISTING REGULATIONS

The status of compliance with the discretionary requirements under the Listing Regulations is provided below:

1. Chairman’s Office: The Chairman of the Company is the Executive Chairman.

The Company has a diversified business portfolio, which demands that the senior leadership has in-depth knowledge and understanding of the functioning of the Company, so as to enhance the value-generating capacity of the organisation and contribute significantly to stakeholders’ aspirations and societal expectations. The Chief Executive Officer of the Company is therefore generally chosen from amongst the executive management of the Company. The current Chief Executive Officer of the Company is also the Chairman of the Board.

2. Shareholder Rights: The quarterly, half-yearly and annual financial results of the Company are published in newspapers on an all India basis and are also posted on the Company’s corporate website. Significant events are also posted on this website under the ‘Media Centre’ section. The complete Annual Report is sent to every Shareholder of the Company.

3. Audit Opinion: It has always been the Company’s endeavour to present financial statements with unmodified audit opinion. The Statutory Auditors have issued an unmodified audit opinion on the Company’s financial statements for the year ended 31st March, 2016.

GENERAL SHAREHOLDER INFORMATION

Provided in the ‘Shareholder Information’ section of the Report and Accounts.

CONFIRMATION OF COMPLIANCE

As required under the Listing Regulations -

•  It is confirmed that the Company has complied with the requirements under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

•  The Statutory Auditors’ Certificate that the Company has complied with the conditions of Corporate Governance is annexed to the ‘Report of the Board of Directors & Management Discussion and Analysis’ and will be forwarded to the Stock Exchanges alongwith the Annual Report of the Company

ANNEXURE TO THE REPORT ON CORPORATE GOVERNANCE

Remuneration Policy

ITC’s Remuneration Strategy is designed to attract and retain high quality talent, that gives each of its businesses a unique competitive advantage and enables the Company achieve its objectives.

ITC’s Remuneration Strategy is a key and integral component of the broader Human Resource Strategy of the Company and, whilst focusing on remuneration and related aspects of performance management, is aligned with and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow.

The Compensation approach endeavours to align each employee with the Company’s Superordinate goal and enables a congruence between individual aspirations and the Company’s mission and vision.

Policy

It is ITC’s policy:

1. To ensure that its Remuneration practices support and encourage meritocracy.

2. To ensure that Remuneration is market-led and takes into account the competitive context of each business.

3. To leverage Remuneration as an effective instrument to enhance performance and therefore, to link a significant component of remuneration to both individual and collective performance outcomes.

4. To adopt a comprehensive approach to Remuneration in order to support a superior quality of personal and work life, combining both cash and non-cash components / benefits, in a manner so as to judiciously balance short term with long term priorities.

5. To design Remuneration practices such that they reinforce ITC’s values and culture and to implement them in a manner that complies with all relevant regulatory requirements.

Remuneration of Executive Directors, Key Managerial Personnel and Senior Management

1. Remuneration of Executive Directors, Key Managerial Personnel and Senior Management is determined and recommended by the Board Nomination & Compensation Committee and approved by the Board. Remuneration of Executive Directors is also subject to the approval of the shareholders.

2. Remuneration is reviewed and revised periodically, when such a revision is warranted by the market. Since the market for Board-level and senior leadership talent is global, remuneration of top management of global corporations as well as Indian corporations of comparable size is considered. The review also cognises for the Company’s diverse multi-business portfolio and its unique strategy of organisation.

3. Apart from fixed elements of remuneration and benefits / perquisites, Executive Directors, Key Managerial Personnel and Senior Management are also eligible for Performance Bonus and Employee Stock Options that are linked to their individual performance and the overall performance of the Company. These elements of compensation design, facilitate alignment of the priorities of Executive Directors, Key Managerial Personnel and Senior Management with the long-term interests of stakeholders.

Remuneration of Non-Executive Directors

Remuneration of Non-Executive Directors is in the form of annual commission, which is determined by the Board within the limit stipulated under the Companies Act, 2013 and approved by the shareholders. Commission is based, inter alia, on Company performance and is generally payable on a uniform basis to reinforce the principle of collective responsibility. Individual performance may be taken into account in exceptional circumstances. Non-Executive Directors are also entitled to sitting fees for attending meetings of the Board and Committees thereof, the quantum of which is determined by the Board. Non-Executive Directors, who are not Independent Directors, are also eligible for Stock Options as approved by the shareholders.

Remuneration of Management Staff

1. Remuneration of Management Staff is business-specific and approved by the Corporate Management Committee on the recommendation of the Business and Corporate Human Resources.

2. Remuneration is reviewed and revised periodically, when such a revision is warranted by the market. The quantum of revision is linked to market trends, the competitive context of the business, as well as the track record of the individual manager.

3. Variable Pay in the form of Annual Performance Bonus cognises for the performance rating of the individual manager, the performance of the Business and the overall performance of the Company.

4. The Nomination & Compensation Committee may grant Stock Options under the Company’s Employee Stock Option Schemes to managers at middle and senior levels, linked to their performance and potential, with benefits vesting in phases over a period of time.

Remuneration of Non-Management Employees

1. Remuneration of non-management employees is market-led, business specific, leverages performance and is approved by the Management Committee of the Business.

2. Remuneration of non-management unionised employees is determined through a process of negotiations with the recognised union/s or employee representatives, through a long-term agreement.

3. The collective bargaining process is anchored in mutuality of interests, characterised by industrial democracy and partnership with enlightened trade unions, aimed at enhancing the competitiveness of the unit and business, and thereby improving the quality of life of the workforce through fair and equitable compensation.

4. Remuneration, comprising fixed and variable components, is arrived at based on benchmarking with region-cum-industry practices and cognizing for market dynamics, competitiveness of the unit / plant, overall performance of the business, availability of skills, inflation / cost of living and the impact of cost escalation and productivity gains on present and future competitiveness. Shareholder Information

Shareholder Information

AGM Details

Date Friday, 22nd July, 2016

Venue Science City Main Auditorium JBS Haldane Avenue Kolkata 700 046

Time 10.00 a.m.

Book Closure Dates Wednesday, 1st June, 2016 to Friday, 3rd June, 2016 (both days inclusive)

Dividend Payment Date Monday, 25th July, 2016

Registrar & Share Transfer Agents

The in-house Investor Service Centre of the Company (ISC), accredited with ISO 9001 : 2008 certification for investor servicing, provides share registration and related services. The Company is registered with Securities and Exchange Board of India (SEBI) as Category II Share Transfer Agent and has been granted a certificate of permanent registration by SEBI.

Share and Debenture Transfer Committee

The Share and Debenture Transfer Committee of the Company generally meets two to four times a month to approve share transfers. The processing activities with respect to requests received for share transfers are generally completed within three working days from the date of receipt of request. There were no share transfers pending as on 31st March, 2016. The Committee met thirty six times during the financial year ended 31st March, 2016.

The Committee presently comprises the following:

R. Tandon, Executive Director & - Chairman Chief Financial Officer

B. B. Chatterjee, Executive Vice President & - Member Company Secretary

K. S. Suresh, General Counsel - Member

A. Bose, Deputy Secretary and Head of ISC, is the Secretary to the Committee and also the Compliance Officer under the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.

Shareholder / Investor Complaints

The Company attends to Shareholder / Investor complaints generally within five working days except where constrained by disputes or legal impediments. There are some pending cases which relate to disputes over title to shares in which the Company has been made a party.

These cases however are not material in nature. In terms of the Complaint Identification Policy approved by the Securityholders Relationship Committee, the Company received three complaints during the financial year, one each relating to dividend, issue of duplicate share certificates and transmission of shares.

These complaints have been promptly resolved.

National Stock Exchange, Bombay Stock Exchange and Calcutta Stock Exchange have confirmed that there were no investor complaints pending against the Company at the end of each quarter as also on 31st March, 2016, which position was also reflected on SCORES, the web based complaint redressal system of SEBI. The e-mail ID earmarked by the Company for this purpose is isc@itc.in.

Dematerialisation of Shares and Liquidity

The shares of the Company are available for trading in the dematerialised form under both the Depository Systems in India – NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Company’s shares under the Depository System is INE154A01025.

During the year, 1,18,05,667 shares of the Company, covered in 2,256 requests and constituting 0.15% of the issued and subscribed Share Capital of the Company, were dematerialised. The processing activities with respect to requests received for dematerialisation are generally completed within four working days.

The Company’s shares are among the most liquid and actively traded shares on the Indian Stock Exchanges and consistently rank among the top frequently traded shares, both in terms of number of shares traded as well as in terms of value. The Company’s market capitalisation stood at Rs. 2,64,150 crores (US$ 39.87 billion) on 31st March, 2016 as compared to Rs. 2,61,186 crores (US$ 41.79 billion) on 31st March, 2015.

Global Depository Receipts

Pursuant to the offer of Global Depository Receipts (GDRs) made in 1993 by the Company, 1,80,87,588 GDRs, representing 1,80,87,588 underlying shares of the Company i.e. 0.22% of the issued and subscribed Share Capital, were outstanding as on 31st March, 2016.

The Company’s GDRs are listed on the Luxembourg Stock Exchange (Code: 004660919) at Societe de la Bourse de Luxembourg, 35A Boulevard Joseph II, L-1840, Luxembourg. The Listing Fee for the calendar year 2016 has been paid to the said Exchange.

Listing of Shares on Stock Exchanges with Stock Code

Stock Exchange Stock Code

National Stock Exchange of India Ltd. (NSE)

 Stock Code :ITC

Exchange Plaza, G Block Bandra-Kurla Complex, Bandra (E) Mumbai 400 051

Telephone nos. : 022-2659 8100 -14 Facsimile no. : 022-2659 8120

e-mail : ignse@nse.co.in website : www.nseindia.com

BSE Ltd. (BSE)

Stock Code : 500875

Phiroze Jeejeebhoy Towers, Dalal Street Mumbai 400 001

Telephone nos. : 022-2272 1233 /34 Facsimile no. : 022-2272 1919

e-mail : is@bseindia.com website : www.bseindia.com

The Calcutta Stock Exchange Ltd. (CSE)

Stock Code :10000018

7, Lyons Range Kolkata 700 001

Telephone no. : 033-4025 3000 Facsimile no. : 033-4025 3030

e-mail : cseisc@cse-india.com  website : www.cse-india.com  

The Listing Fees for the financial year 2016-17 have been paid to the Stock Exchanges. Stock Exchange Reuters- Code -Bloomberg

Stock Exchange Reuters Code Bloomberg

NSE -ITC.NS -ITC IS

BSE -ITC.BO- ITC IB

Financial Calendar

Financial Year 2016-17

1 First Quarter Results July 2016

2 Second Quarter and Half-Year Results October 2016

3 Third Quarter Results January 2017

4 Fourth Quarter and Annual Results May 2017

Postal Ballot and E-Voting

No resolution requiring a postal ballot was proposed last year. Resolutions for increase in the Authorised Share Capital of the Company, consequential amendment to the Articles of Association of the Company and issue of Bonus Shares have been recommended by the Board of Directors on 20th May, 2016 for the approval of the Shareholders by means of postal ballot and e-voting. Voting will commence on 29th May, 2016, close on 27th June, 2016, and the Results will be announced on 28th June, 2016.

Plant Locations

CIGARETTE FACTORIES

Bengaluru 1. Meenakunte Village Jala Hobli Bengaluru North Taluk Karnataka 562 157

Kolkata 2. 93/1 Karl Marx Sarani Kolkata West Bengal 700 043

Munger 3. Basdeopur P.O. District Munger Bihar 811 202

Pune 4. Plot No. B - 27, MIDC Ranjangaon, Taluka Shirur District Pune Maharashtra 412 220

Saharanpur

5. Sardar Patel Marg Saharanpur Uttar Pradesh 247 001

GREEN LEAF THRESHING PLANTS

Anaparti 1. Anaparti East Godavari District Andhra Pradesh 533 342

Chirala 2. Chirala Prakasam District Andhra Pradesh 523 157

Nanjangud 3. Thandya Industrial Area Immavu & Adakanahalli Village Nanjangud Taluk District Mysuru Karnataka 571 302

PACKAGING &PRINTING FACTORIES

Chennai 1. Tiruvottiyur Chennai Tamil Nadu 600 019

Haridwar 2. Plot No.1, Sector -11 Integrated Industrial Estate Haridwar Uttarakhand 249 403

Munger 3. Basdeopur P.O. District Munger Bihar 811 202

PAPER & PAPERBOARD MILLS

Bollaram 1. Anrich Industrial Estate Bollaram Village, District Medak Telangana 502 325

Sarapaka 2. Sarapaka Village District Khammam Telangana 507 128

Thekkampatty 3. Thekkampatty Village Vivekanandapuram Post Mettupalayam Taluk District Coimbatore Tamil Nadu 641 113

Tribeni 4. Village & Post Chandrahati District Hooghly West Bengal 712 504

FOODS FACTORIES

Dhulagarh 1. F - 26, Howrah Food Park Dhulagarh, Sankrail Howrah West Bengal 711 302

Haridwar 2. Plot No.1, Sector -11 Integrated Industrial Estate Haridwar Uttarakhand 249 403

Malur 3. Survey No. 15/1 & 15/2 Madivala Gram Panchayat Yeshwanthpura Village District Kolar Karnataka 563 130

Munger 4. Sitakund Industrial Area Village Nandlalpur District Munger Bihar 811 202

Pune 5. Plot No. D - 1, MIDC Ranjangaon Taluka Shirur, District Pune Maharashtra 412 220

PERSONAL CARE PRODUCTS FACTORIES

Haridwar 1. Plot No.1, Sector -11 Integrated Industrial Estate Haridwar Uttarakhand 249 403

Manpura 2. Village Manpura Tehsil Baddi, District Solan Himachal Pradesh 174 101

LIFESTYLE RETAILING

Design & Technology Centre

Manesar Plot No. 3, Sector - 5 IMT Manesar, Gurgaon Haryana 122 050

PLANTS UNDER CONSTRUCTION

Ambarnath 1. Integrated Consumer Goods Manufacturing Facility Off Kalyan Badlapur Road Ambarnath, District Thane Maharashtra 421 505

Haridwar 2. Food Unit - II Plot No.1, Sector-11 Integrated Industrial Estate Haridwar Uttarakhand 249 403

Kamrup 3. Integrated Consumer Goods Manufacturing and Logistics Facility Village Bortejpur, Mouza Rampur District Kamrup Assam 781 134

Kapurthala 4. Integrated Foods Manufacturing and Logistics Facility A-1-A, Mixed Use Industrial Park Village Jhalthikriwal District Kapurthala Punjab 144 601

Khordha 5. Integrated Consumer Goods Manufacturing and Logistics Facility IDCO Plot No. 4 Kholadwara Industrial Area District Khordha Odisha 752 050

Medak 6. Integrated Consumer Goods Manufacturing and Logistics Facility Village Manhorabad District Medak Telangana 502 336

Nanjangud 7. Integrated Consumer Goods Manufacturing Facility Thandya Industrial Area Immavu & Adakanahalli Village Nanjangud Taluk District Mysuru Karnataka 571 302

Panchla 8. Integrated Packaged Foods Manufacturing Unit Mouza Kulai J. L. No. 26 PS Panchla District Howrah West Bengal 711 322

Pudukkottai 9. Integrated Consumer Goods Manufacturing and Logistics Facility Village Vadugapatti & Velur Taluk Illupur District Pudukkottai Tamil Nadu 621 316

Pune 10. Integrated Consumer Goods Manufacturing Facility Plot No. D-1, MIDC Ranjangaon, Taluka Shirur District Pune Maharashtra 412 220

Sehore

11. Integrated Consumer Goods Manufacturing and Logistics Facility Village Lasudia Khaas Tehsil Ashta District Sehore Madhya Pradesh 466 113

Uluberia

12. Integrated Consumer Goods Manufacturing Facility Mouza Amraberia, J. L. No. 08 Village Jorgori Gram Panchayat Uluberia District Howrah West Bengal 711 303

HOTELS

Owned Hotels

Agra 1. ITC Mughal* Taj Ganj Agra 282 001

Bengaluru 2. ITC Gardenia* 1, Residency Road Bengaluru 560 025

3. ITC Windsor* 25, Windsor Square Golf Course Road Bengaluru 560 052

4. My Fortune, Bengaluru 46, Richmond Road Bengaluru 560 025

Chennai

5. ITC Grand Chola* 63, Mount Road, Guindy Chennai 600 032

6. My Fortune, Chennai Cathedral Road Chennai 600 086

Jaipur

7. ITC Rajputana* Palace Road Jaipur 302 006

Kolkata

8. ITC Sonar* 1, JBS Haldane Avenue Kolkata 700 046

Mumbai

9. ITC Maratha* Sahar Mumbai 400 099

10. ITC Grand Central* 287, Dr. B. Ambedkar Road Parel Mumbai 400 012

New Delhi

11. ITC Maurya* Sardar Patel Marg Diplomatic Enclave New Delhi 110 021

12. Sheraton New Delhi Hotel District Centre, Saket New Delhi 110 017

Licenced Hotels

Ahmedabad

13. Fortune Park, Ahmedabad Ellis Bridge Ahmedabad 380 006

Gurgaon

14. ITC Grand Bharat* P.O. Hasanpur, Tauru District Mewat Gurgaon 122 105

Kota

15. WelcomHeritage Umed Bhawan Palace Palace Road Kota 324 001

Port Blair

16. Fortune Resort Bay Island Marine Hill Port Blair 744 101

Vadodara

17. WelcomHotel Vadodara R. C. Dutt Road, Alkapuri Vadodara 390 007

Hotels Under Operating Services

Aurangabad

18. WelcomHotel Rama International R-3, Chikalthana Aurangabad 431 210

Hyderabad

19. ITC Kakatiya* 6-3-1187, Begumpet Hyderabad 500 016

Jodhpur

20. WelcomHotel Jodhpur Khasra No. 53 Village - Uchiyarda Jodhpur 342 027

Khimsar

21. WelcomHotel Khimsar Fort & Dunes P.O. Khimsar District Nagaur Khimsar 341 025

New Delhi

22. WelcomHotel Dwarka Plot No. 3, Sector - 10 District Centre, Dwarka New Delhi 110 075

Panchkula

23. WelcomHotel Bella Vista SM - 8, Sector - 5 Panchkula 134 109

Visakhapatnam

24. WelcomHotel Grand Bay Beach Road Visakhapatnam 530 002

CHOUPAL SAAGARS – RURAL

SERVICES CENTRES

Amravati

1. Old Survey No. 12/5A, 12/6 & 12/7 Gat No. 19 Patwari Halka No. 48 Mouza Degaon Pargana Nandgaon Peth Taluka & District Amravati Maharashtra 444 901

Badaun

2. Arazi No. 10 & 12/3 (Part) Village Khunak Tehsil & District Badaun Uttar Pradesh 243 601

Bahraich

3. Khasra No. 475-476, 477 (Part), 496-kha (Part), 497, 498 (Part), 500-Mi, 501-505, 507 & 509 Village Mohammad Nagar Tehsil, Pargana & District Bahraich Uttar Pradesh 271 801

Chandouli

4. Khasra No. 57-62 & 641 Village Muhabatpur, Ganj Khwaja Pargana Dhoos Tehsil Sakaldeeha District Chandouli Uttar Pradesh 232 104

Chindwara

5. Survey No. 16/1-16/2 & 16/4-16/7 Settlement No. 7 Patwari Halka No. 34, R. I. Circle Village Imaliya Bohata Chindwara - I Tehsil & District Chindwara Madhya Pradesh 480 001

Dewas

6. Survey No. 294/2 & 295 Patwari Halka No. 26 Village Lohar Pipliya Tehsil & District Dewas Madhya Pradesh 455 001

Dhar

7. Survey No. 438 Patwari Halka No. 13 Village Jaitpura Tehsil & District Dhar Madhya Pradesh 454 001

Gonda

8. Arazi No. 420 (Part), 421-424, 427-428, 431, 433-434, 442-446, 447 (Part), 448 (Part), 450-456, 456 (kha) & 457 (Part) Village Haripur Tehsil & District Gonda Uttar Pradesh 271 001

Hardoi

9. Arazi No. 658 & 659 Village Korriyan Pargana Gopamau Tehsil & District Hardoi Uttar Pradesh 241 001

Hathras

10. Khasra No. 21, Village Srinagar Tehsil Sasni District Hathras Uttar Pradesh 204 216

Itarsi

11. Survey No. 309/1, 310/2 & 310/3 Patwari Halka No. 11 Village Raisalpur Tehsil Itarsi District Hoshangabad Madhya Pradesh 461 111

Jagdishpur

12. Khasra No. 2377-2380 Village Kathura Pargana Jagdishpur Tehsil Musafirkhana District Amethi Uttar Pradesh 227 817

Mandsaur

13. Survey No. 30-33 Patwari Halka No. 14 Village Azizkhedi Tehsil & District Mandsaur Madhya Pradesh 458 001

Mhow

14. Survey No. 188/2, 189/1, 189/2, 189/4, 190/1,191 & 192/2 Patwari Halka No. 20 Village Gawli Palasia Vikaskhand Mhow Tehsil Mhow, District Indore Madhya Pradesh 453 441

Nagda

15. Khasra No. 1393 (Part)-1394 (Part), 1396/1 & 1397/1 Patwari Halka No. 18 Village Padliya Kala Tehsil Nagda District Ujjain Madhya Pradesh 456 335

Parbhani

16. Gat No. 803 Village Asola Tehsil & District Parbhani Maharashtra 431 401

Pilibhit

17. Khasra No. 261 Village Sandiya Mustakil Tehsil, Pargana & District Pilibhit Uttar Pradesh 262 001

Ratlam

18. Survey No. 107/1-107/3 R.I. Circle No. 5, Moondri Patwari Halka No. 31 Village Kharakhedi Tehsil & District Ratlam Madhya Pradesh 457 001

Sehore

19. Khasra No. 208-209 Patwari Halka No. 36 Village Rafiqganj Tehsil & District Sehore Madhya Pradesh 466 001

Ujjain

20. Survey No. 433/3, 456 & 458 R.I. Circle No. 2 Patwari Halka No. 19 Village Kamed Tehsil Ghattia, District Ujjain Madhya Pradesh 456 001

Vidisha

21. New Revenue Survey No. 18 & 18/2 Patwari Halka No. 35 & 45 Village Bais Tehsil & District Vidisha Madhya Pradesh 464 001

Wardha

22. Survey No. 151/1 & 151/4 Mouza No. 17, Mouza Inzapur Tehsil & District Wardha Maharashtra 442 001

Washim

23. Survey No. 104 Patwari Halka No. 10 Mouza Zakalwadi Taluka & District Washim Maharashtra 444 505

Yavatmal

24. Bhumapan Kramank 15 Bhumapan Kramank Upvibhag 2A Village Parwa Taluka & District Yavatmal Maharashtra 445 001

Shareholder Referencer

Unclaimed Dividend

Unclaimed dividend for the years prior to and including the financial year 2007-08 has been transferred to the General Revenue Account of the Central Government / the Investor Education and Protection Fund established by the Central Government (IEPF), as applicable.

Shareholders who have not encashed their dividend warrants relating to financial year(s) up to and including 1993-94 may claim such dividend (transferred to the General Revenue Account) from the Registrar of Companies, West Bengal, Government of India, Nizam Palace, 2nd MSO Building, 234/4 A.J.C. Bose Road, Kolkata 700 020, by applying in the prescribed Form. This Form can be downloaded from the Company’s corporate website www.itcportal.com under the section ‘Investor Relations’ or can be furnished by the Investor Service Centre of the Company (ISC) on request. The dividend for the undernoted years, if remaining unclaimed for 7 years, will be transferred by the Company to IEPF in accordance with the schedule given below. Communication has been sent by the Company to the concerned Shareholders advising them to write to ISC with respect to their unclaimed dividend. Details of such unclaimed dividend are available on the Company’s corporate website under the section ‘Investor Relations’. Attention is drawn that the unclaimed dividend for the financial year 2008-09 is due for transfer to IEPF on 29th August, 2016.

Service of documents through Electronic Mode

The Notice, alongwith the Report and Accounts, has been sent in electronic mode to those Shareholders who have registered their e-mail addresses with the Company or with the Depositories and in physical mode to the other Shareholders.

Shareholders who wish to update or register their e-mail addresses with the Company or with the Depositories may use the Form for updation / registration; the Form can also be downloaded from the Company’s corporate website under the section ‘Investor Relations’.

Remittance of Dividend through Electronic Mode

The Company provides the facility for remittance of dividend to Shareholders through NECS (National Electronic Clearing Service) / RTGS (Real Time Gross Settlement) / NEFT (National Electronic Funds Transfer).

Shareholders, who have not yet opted for remittance of dividend through electronic mode and wish to avail the same, are required to provide their bank details, including MICR (Magnetic Ink Character Recognition) and IFSC (Indian Financial System Code) to their respective Depository Participants (DPs) or ISC where shares are held in the dematerialised form and in the certificate form, respectively.

Bank Details

Shareholders holding shares in the certificate form are requested to advise ISC of change in their address / mandate / bank details to facilitate better servicing.

Shareholders are advised that their bank details, or where such details are not available, their addresses, as furnished by them to ISC or to the Depositories, will be printed on the dividend warrants as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as a measure of protection against fraudulent encashment.

Permanent Account Number (PAN)

Attention is drawn that Shareholders holding shares in the certificate form are mandatorily required to furnish copy of PAN Card in the following cases:

i) Transferees’ and Transferors’ PAN Cards for transfer of shares,

ii) Legal heirs’ / Nominees’ PAN Cards for transmission of shares,

iii) Surviving joint holders’ PAN Cards for deletion of name of deceased Shareholder, and

iv) Joint holders’ PAN Cards for transposition of shares.

Nomination Facility

Shareholders who hold shares in the certificate form and wish to make any nomination / change nomination made earlier in respect of their shareholding in the Company, should submit to ISC the prescribed Form; such Form can be downloaded from the Company’s corporate website under the section ‘Investor Relations’ or can be furnished by ISC on request.

Depository Services

Shareholders may write to the respective Depository or to ISC for guidance on depository services.

Address for Correspondence with Depositories

National Securities Depository Limited

Trade World, ‘A’ Wing, 4th & 5th Floors Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai 400 013

Telephone no. : 022-2499 4200 Facsimile no. : 022-2497 6351

-mail : info@nsdl.co.in website : www.nsdl.co.in

Central Depository Services (India) Limited

Phiroze Jeejeebhoy Towers, 17th Floor Dalal Street Fort Mumbai 400 001

Telephone no. : 022-2272 3333 Facsimile no. : 022-2272 3199

e e-mail : helpdesk@cdslindia.com website : www.cdslindia.com

Address for Correspondence with ISC

Investor Service Centre

ITC Limited

37 Jawaharlal Nehru Road Kolkata 700 071 India

Telephone nos. : 033-2288 6426 / 0034 Facsimile no. : 033-2288 2358

e-mail : isc@itc.in website : www.itcportal.com

Shareholders holding shares in the dematerialised form should address their correspondence to their respective DPs, other than for dividend and Report and Accounts, which should be addressed to ISC.

In all correspondence with ISC, Registered Folio numbers / DP ID & Client ID numbers should be furnished to facilitate prompt response. Shareholders are requested to also provide their e-mail addresses and contact numbers.