29 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:47 PM
Phoenix Mills Ltd.

BSE

  • 377.10 -4.40 (-1.15%)
  • Vol: 14027
  • BSE Code: 503100
  • PREV. CLOSE
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  • OPEN PRICE
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  • BID PRICE (QTY.)
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  • OFFER PRICE (QTY.)
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NSE

  • 378.45 0.00 (0%)
  • Vol: 540542
  • NSE Code: PHOENIXLTD
  • PREV. CLOSE
    378.45
  • OPEN PRICE
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  • BID PRICE (QTY.)
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  • OFFER PRICE (QTY.)
    378.45(2)

Phoenix Mills Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Your Directors are pleased to present the Companies report on Corporate Governance in compliance with the Clause 49 of the Listing Agreement with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy on corporate governance is directed at the enhancement of shareholders' value, keeping in mind the interests of the other stakeholders, viz.; clients, employees, investors, regulatory bodies, etc. since we believe that adhering to the standards of best Corporate Governance practice is essential to enhance shareholders' value and achieve long term corporate goals. It is commitment of the Company to values and ethical business conduct. The Company is committed to good Corporate Governance and as a part of its growth strategy, it places the highest importance on strengthening and further developing Corporate Governance initiatives.

BOARD OF DIRECTORS

Composition of the Board

Pursuant to Section 149(4) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement with Indian Stock Exchanges, the Company has a balanced Board, comprising of Executive and Non-Executive Directors which includes independent professionals from diverse background relevant to the Company's business requirements, who have long standing experience and expertise in their respective fields.

The Chairman of the Board is an Executive Chairman and accordingly pursuant to the provisions of Clause 49 of the Listing Agreement, one half of the Board is required to consist of Independent Directors. As on March 31, 2015, the Company's Board comprised of five Executive Directors and five Independent Directors.

Mr. Kiran Gandhi, Whole Time Director on the Company's Board has unfortunately passed away on May 31, 2015 and has accordingly ceased to be a Director. Consequent upon the sad demise of Mr. Kiran Gandhi, the Company's Board comprises of four Executive Directors and five Independent Directors as on the date of this report.

As per the declarations received by the Company from each of the Directors, none of them is disqualified to be appointed as a director under Section 164(2) of the Companies Act, 2013.

The Independent Directors of the Company are in compliance with the provisions of Clause 49(II)(B)(2). Further, disclosures have been made by the Directors regarding their Chairmanships / Memberships of the mandatory Committees of the Board and that the same are within the permissible limits as stipulated under Clause 49(II)(D)(2).

Appointment / Re-appointment of Directors

In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of directors by rotation shall not be applicable to appointment of Independent Directors.

Therefore, pursuant to Section 152 of the Companies Act, 2013, Mr. Shishir Shrivastava is liable to retire by rotation at the ensuing Annual General Meeting. Resolutions for his re-appointment is incorporated in the Notice of the ensuing Annual General Meeting.

As per the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed Ms. Shweta Vyas as an additional Director w. e. f. October 14, 2014. Ms. Vyas's term as Additiona Director expires at the ensuing Annual General Meeting.

The Board recommends the appointment of Ms. Shweta Vyas as a Director of the Company in the ensuing Annua General Meeting.

Detailed profiles and other information as required under Clause 49(VIII)(E) of the Listing Agreement, of the aforesaid proposed appointees are provided in the Notice of the ensuing Annual General Meeting.

Board Meetings and Annual General Meeting

During the financial year 2014-2015, seven meetings of the Board of Directors were held i.e. on May 28, 2014, July 28, 2014, August 13, 2014, September 30, 2014, November 13, 2014, December 22, 2014 and February 13, 2015. The previous Annual General Meeting of the Company was held on August 26, 2014. The necessary quorum was present

for all the meetings. When deemed expedient, the Board also approves important and urgent items of business through resolution by circulation, which could not be deferred till the next Board Meeting.

Separate meetings of the Independent Directors

Pursuant to Schedule IV of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement with Indian Stock Exchanges, Independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management. All the independent directors of the company shall strive to be present at such meeting and shall, inter-alia:

i. review the performance of Non-Independent Directors and the Board as a whole;

ii. review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii. assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Therefore, in compliance with the aforesaid requirements all Independent Directors of the Company met separately on February 4, 2015 without the presence of any Non-Independent Directors or representatives of management to review and discuss the performance of Non-Independent Directors, Executive Directors, Chairman of the Board and performance of the Board as a whole.

Information available to the Board of Directors

The Board has complete access to all the relevant information of the Company and to that of all our employees. The information / data / updates shared with the Board includes:

• Annual operating plans and budgets and any updates.

• Capital budgets and any updates.

• Quarterly results for the company and its operating divisions or business segments.

• Minutes of meetings of the Board and Board Committees, resolutions passed by circulations, and Board minutes of the unlisted subsidiary companies.

• The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

• Show cause, demand, prosecution notices and penalty notices which are materially important.

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

• Any material default in financial obligations to and by the Company, or substantial nonpayment for goods sold by the Company.

• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

• Details of any joint venture or collaboration agreement.

• Transactions that involve substantial payment towards goodwill, brand equity, or Intellectual Property (IP).

• Significant labour problems and their proposed solutions. Any significant development in human resources/ industrial relations front like signing of wage agreement, implementation of voluntary retirement scheme etc.

• Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.

• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

• Non- compliance of any regulatory, statutory or listing requirements and shareholders service such as non­payment of dividend, delay in share transfer etc.

Board Procedures

The Board Meetings are governed by structured agenda. The agenda along with comprehensive notes and background material are circulated well in advance before each meeting to all the Directors for facilitating effective discussion and decision making. The Board members may bring up any matter for consideration of the Board, in consultation with the Chairman. Presentations are made by the management on the Company's operations and other matters on a periodic basis. The proceedings of the meetings of the Board and its Committees are recorded in the form of minutes and the draft minutes are circulated to the Board for perusal. The important decisions taken at the Board / Committee meetings are communicated to the concerned departments / divisions promptly.

Code of Conduct

Code of Conduct is derived from three interlinked fundamental principles, viz.; good corporate governance, good corporate citizenship and exemplary personal conduct. The Board has laid down a Code of Conduct for all Board members and senior management of the Company. The Company has obtained the confirmation of the compliance with the Code from all members of the Board and senior management of the Company for the year 2014-15. As required by Clause 49 of the Listing Agreement, the declaration on compliance of the Company's code of conduct signed by Managing Director forms part of this report as Annexure A.

Induction and Familiarisation Programme for Independent Directors

Pursuant to Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Indian Stock Exchanges, the Company has a an Induction and Familiarization process for Independent Directors that includes background material, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company.

The Directors are provided with all the necessary documents, brochures, reports and internal policies and procedures to enable them to understand the working of the Company. They are also given periodic presentation in the Board and Committee meetings in order to provide details on the business and performance updates, Company's strategy and operating plans, key issues on corporate governance, code of business conduct, risk management issues, etc.

The details of the above discussed induction and familiarisation programmes are disclosed on the Company's website and can be accessed at <http://www.thephoenixmills.com/ThePhoenixMills> Directors Familiarization ProgramforIndependentDirectors.pdf.

BOARD COMMITTEES

I Audit Committee Constitution of Audit Committee

The Company's Board has an Audit Committee consisting of qualified members. As on March 31, 2015, the Committee comprised of one Executive and two Independent Non-Executive Directors. All the members of the Audit Committee have the financial knowledge and expertise as mandated by Clause 49 of the Listing Agreement. Mr. Amit Kumar Dabriwala, the Chairman of the Committee holds a bachelors' degree in Commerce from the Calcutta University and has expertise in the accounting and financial management domain. The Company Secretary acts as the secretary of the Committee.

Composition and Attendance

During the Financial Year 2014-2015, four Audit Committee Meetings were held i.e. on May 28, 2014, August 13, 2014, November 13, 2014 and February 13, 2015. The composition of the Audit Committee and the number of meetings attended by each member is as follows:

Attendees

The Audit Committee invites such executives, as it considers appropriate to be present at the meetings of Committee, but on certain occasions it also meets without the presence of any executives of the Company. The Director - Finance, the Internal Auditors and the Statutory Auditors also remain present as invitees for the meetings of Audit Committee.

Terms of Reference of the Audit Committee

The terms of reference of the Audit Committee are in accordance with all the items listed in Clause 49(III)(D) and (E) of the Listing Agreement and Section 177 of the Companies Act, 2013 as follows:

(i) Oversight of the Company's financial reporting process and the disclosure of its financial information, to ensure that the financial statements are true and accurate and provide sufficient information.

(ii) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of their terms of appointment and remuneration.

(iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors, if any.

(iv) Reviewing, with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of Clause (c ) of sub-section 3 of section 134 of the Companies Act, 2013.

• Changes, if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report.

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

(vi) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the interna control systems;

(vii) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

(viii) Approval or any subsequent modification of transactions of the company with related parties;

(ix) Scrutiny of inter-corporate loans and investments;

(x) Valuation of undertakings or assets of the company, wherever it is necessary;

(xi) Monitoring the end use of funds raised through public offers and related matters, if any;

(xii) Evaluation of internal financial controls and risk management systems;

(xiii) Approve the appointment, re-appointment and removal of Chief Financial Officer of the Company;

(xiv) Reviewing the adequacy of internal audit function including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, etc;

(xv) Discussion with internal auditors with respect to the coverage and frequency of internal audits as per the annual audit plan, nature of significant findings and follow up thereof;

(xvi) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(xvii) Obtaining an update on the Risks Management Framework and the manner in which risks are being addressed;

(xviii) 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;

(xix) Review the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors, if any;

(xx) To review the functioning of Whistle Blower mechanism;

(xxi) Approve appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

(xxii) Reviewing the Management discussion and analysis of financial condition and results of operation;

(xxiii) Review the statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

(xxiv) Review the management letters / letters of internal control weaknesses;

(xxv) Review the appointment, removal and terms of remuneration of the Chief Internal Auditor;

(xxvi) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

(xxvii) Carry out such other responsibility as may be provided by the Companies Act, 2013 and Listing Agreement.

II Nomination and Remuneration Committee Constitution of Nomination and Remuneration Committee

The Company's Board has constituted a Nomination and Remuneration Committee consisting of qualified members. As on March 31, 2015, the Committee comprises of four Non-Executive Independent Directors. Mr. Suhail Nathani, Non Executive Independent Director is the Chairman of the Committee. The Company Secretary acts as the secretary of the Committee

Composition and Attendance

During the financial year 2014-2015, three meetings of the Nomination and Remuneration Committee were held on September 30, 2014, October 14, 2014 and February 4, 2015.

Terms of reference of Nomination and Remuneration Committee

The terms of reference of the Nomination and Remuneration Committee are in accordance with and Section 178 of the Companies Act, 2013 as follows:

i. Formulate the criteria for determining qualifications, positive attributes and independence of a director;

ii. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy;

iii. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel;

iv. Review and recommend the structure, size and composition of the Board and Board Committees;

v. Formulation of criteria for evaluation of all Directors including Independent Directors;

vi. To carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his / her performance;

vii. Devising a policy on Board diversity;

viii. Recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees;

ix. Assist the Board in implementing Corporate Governance practices;

x. to develop a succession plan for the Board and to regularly review the plan;

xi. to consider any other matters as may be requested by the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board of Directors of the Company has formulated a policy which is appended as Annexure III in the Directors Report for determining qualifications, positive attributes and independence of a director and other related matters provided under Section 178 (3) of the Companies Act, 2013.

The Company hereby affirms that the remuneration paid to the Directors is as per the term laid in the duly approved and adopted Nomination and Remuneration policy of the Company.

Details of remuneration to directors during FY 2014-15:

Non-Executive Directors

Non- Executive Directors are eligible for sitting fees and commission which cannot exceed the limit prescribed in the Companies Act, 2013. The remuneration payable to Non-Executive Directors is decided by the Independent Directors' Remuneration Committee of the Board of Directors subject to the approval of members of the Company. The Independent Directors' Remuneration Committee determines the quantum of commission payable to the Independent Directors and makes suitable recommendation to the Board in this regard. The Committee has accordingly, recommended that a sum of

Executive Directors:

The appointment of the Executive Directors is governed by resolutions passed by the Board of Directors and shareholders of the Company, which cover the terms of such appointment and are implemented in conjunction with the service rules of the Company. Remuneration paid to the Executive Directors, which is recommended by the Nomination and Remuneration Committee and approved by the Board, is within the limits set by the shareholders in general meetings.

III Stakeholders Relationship Committee Constitution of Stakeholders Relationship Committee

The Stakeholders' Relationship Committee of the Company has been constituted for redressal and satisfaction of investors' grievances and approval of requests for transfer and transmission of shares, transposition and deletion of name in the Register of Members, addressing to the complaints for non-receipt of declared dividends, revalidation of dividend warrants, approval of requests for change of address, consolidation and split of shares, etc. The Shareholders' / Investors' Grievance Committee meets as often as required.

The Stakeholders Relationship Committee comprises of three directors of whom one is Independent Director. Mr. Amit Kumar Dabriwala, Independent Director chairs the Stakeholders' Relationship Committee meetings. The Company Secretary acts as the Secretary to the Committee

Composition and Attendance

During the financial year 2014-15 eighteen meetings of Stakeholders' Relationship Committee were held i.e. on Apri 25, 2014, May 19, 2014, June 9, 2014, June 19, 2014, June 30, 2014, August 26, 2014, August 28, 2014, September 6, 2014, September 12, 2014, October 13, 2014, October 20, 2014, November 6, 2014, November 19, 2014, December 10, 2014, December 18, 2014, December 30, 2014, February 3, 2015 and March 19, 2015. The Company Secretary acts as the secretary of the Committee.

Compliance Officer

Ms. Puja Tandon, Company Secretary, acts as the Company's Compliance Officer and is responsible for complying with the requirements of the Listing Agreement with the Stock Exchanges. Mr. Pradumna Kanodia, Director-Finance has been appointed as the Compliance Officer to ensure compliances with the Company's Code of Conduct for Regulating & Reporting Trading by Insiders 2015 adopted as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

Share Transfers in Physical Mode

Shares received for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects.

VI Corporate Social Responsibility Committee Constitution

In accordance with section 135 of the Companies Act, 2013, the Board of Directors of the Company have formed a Corporate Social Responsibility Committee. The Committee has framed a Corporate Social Responsibility policy, the purpose of which is to articulate what CSR means to the Company, kind of projects to be undertaken, identifying broad areas of intervention, approach to be adopted to achieve the CSR goals and monitoring mechanism. The framework enables to put in place, policies and practices in line with this policy. The CSR Policy is an attempt to showcase the linkage of our social objectives with business strategy. The CSR Committee comprises of three directors of whom one is Independent Director. Mr. Ashokkumar Ruia, Chairman and Managing Director is the Chairman of the CSR Committee. The Company Secretary acts as the Secretary to the Committee.

Composition and Attendance

During the financial year 2014-2015, three meetings of Corporate Social Responsibility Committee were held on July 29, 2014, September 30, 2014 and November 13, 2014.

The present composition of the Corporate Social Responsibility Committee and the number of meetings attended by the Committee Members are as under

V Compensation Committee Constitution of Compensation Committee

The Compensation Committee of the Board has been constituted in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, to formulate and monitor ESOP plans, decide on future grants, allot shares upon exercise of options and to do all such acts relating to stock options. The Committee comprises of three directors of whom two are Independent Directors. Mr. Sivaramakrishnan Iyer, Independent Director is the Chairman of the Compensation Committee. The Company Secretary acts as the Secretary to the Committee.

Composition and Attendance

During the financial year 2014-2015, four meetings of the Compensation Committee were held on May 28, 2014 September 8, 2014, March 18, 2015 and March 26, 2015.

VI Finance and Investment Committee Constitution of Finance and Investment Committee:

The Finance and Investment Committee of the Company has been constituted to make investments in its subsidiary companies, place inter corporate deposits and advance loans to its subsidiaries or other bodies corporate, borrow or raise finance from various banks, financial institutions etc. from time to time. The Finance and Investment Committee meets as often as required. The Committee comprises of three directors, all of whom are Executive Directors. The Company Secretary acts as the Secretary of the Committee.

Composition and Attendance

During the financial year 2014-2015, eleven meetings of the Finance and Investment Committee were held on Apri 1, 2014, May 2, 2014, June 2, 2014, June 16, 2014, July 1, 2014, August 1, 2014, September 1, 2014, October 1, 2014, October 28, 2014, December 21, 2014 and January 2, 2015.

COMPANY POLICIES

I. Policy on Related Party Transactions

In compliance with the requirements of Section 188 of the Companies Act 2013 and Rules made thereunder and Listing Agreement with the Stock Exchanges, the Board of Directors of the Company has adopted policy and procedures with regard to Related Party Transactions in order to ensure the transparency and procedural fairness of such transactions.

This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable to the Company. It is intended to ensure the proper approval and reporting of transactions as applicable, between the Company and any of its related party in the best interest of the Company and its Stakeholders. Provisions of this policy are designed to govern the transparency of approval process and disclosures requirements to ensure fairness in the conduct of related party transactions, in terms of the applicable laws.

The Companies Policy on Related Party transaction is disclosed on the its website and can be accessed at <http://www.thephoenixmills.com/RelatedPartyTransactionPolicy.pdf>.

II Policy on Material Subsidiaries

In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the Board of Directors of the Company has adopted the policy on material subsidiaries which sets out the criteria and identify the materia subsidiaries of the Company and define processes and procedures for any transactions with it.

The Company's Policy on Material Subsidiaries is disclosed on its website and can be accessed at <http://www.thephoenixmills.com/MaterialSubsidiariespolicy.pdf>.

III Policy on Whistle Blower / Vigil Mechanism

The "Vigil Mechanism Policy" or the "Whistleblower Policy" in line with Section 177(9)(10) and Rules made thereunder and Clause 49 of the Listing Agreement is framed and implemented with a view to provide a mechanism for employees and directors of the Company to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. and instances of unethical behaviour, actual or suspected or violation of the Company's code of conduct.

The Whistleblower Policy allows the employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization, without necessarily informing their superior. The Policy ensures that the employees are protected against victimization / any adverse action and / or discrimination as a result of such a reporting, provided it is justified and made in good faith.

The Companies Policy on Whistle Blower / Vigil Mechanism is disclosed on the its website and can be accessed at <http://www.thephoenixmills.com/PMLWhistleblowerPolicy.pdf>.

IV Policy on Annual Performance Evaluation

In order to meet the expectations of all the stakeholders at large, the Board of Directors of the Phoenix Mills Limited have devised a policy for evaluation of the performance of the individual members of the Company's Board as wel as the Board Committees and the Board, which can contribute significantly to improve performance at three levels: the organizational, Board and individual Director level. If also help in increased accountability, better decision making, enhanced communication and more efficient board operations.

MATERIAL SUBSIDIARY COMPANIES

As per Clause 49(V)(A) of the Listing Agreement, Palladium Constructions Private Limited qualifies to be a materia non-listed Indian subsidiary of the Company for the financial year 2014-15. The Board has nominated Mr. Amit Kumar Dabriwala, to be appointed as an Independent Director on the Board of Palladium Constructions Private Limited as per the requirements of Clause 49(V)A of the Listing Agreement

GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Day, Date and Time : Wednesday, September 9, 2015 at 3.30 P.M.

Venue : Indian Merchants' Chamber, 4th Floor, Walchand Hirachand Hall, Churchgate, Mumbai - 400 020

II. Financial Year : The Company follows April-March as its financial year.

III. Unaudited financial reporting for the quarter ending (tentative)

June 30, 2015 : On or before August 14, 2015

September 30, 2015 : On or before November 14, 2015

December 31, 2015 : On or before February 14, 2016

March 31, 2016 : On or before May 30, 2016

AGM for the year ending March 31, 2016 : On or before September 30, 2016

IV. Book Closure : September 4, 2015 to September 9, 2015 (both days inclusive )

V. Dividend Rs. 2.20 per equity share of Rs. 2 each (110% of the face value of the shares)

VI Dividend Payment : The Dividend, if declared, by the shareholders at the AGM shall be paid / credited on or before October 9, 2015.

VII. Listing on Stock Exchanges : The Company has already paid the annual listing fees for the year 2015-16 to the Stock Exchanges (BSE and NSE) as well as custodial fees to the depositories within the prescribed time.

VIII. Scrip Code / Symbol

: BSE: 503100

NSE: PHOENIXLTD

Traded on the BSE Limited and National Stock Exchange of India Limited

IX. Corporate Identification Number (CIN) : L17100MH1905PLC000200

X. Plant Locations

The Company does not carry any manufacturing activities and hence does not have any plant locations. Performance in comparison with BSE Sensex and NSE Nifty

Share Transfer System:

The Registrars and Share Transfer Agent of the Company receives applications for transfer of shares held in physica form. They attend to share transfer formalities every fortnight.

Shares held in the dematerialized form are electronically traded in the Depository and the Registrars and Share Transfer Agent of the Company periodically receive from the Depository, the beneficiary holdings so as to enable them to update their records for sending all corporate communications, dividend warrants, etc.

Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the shareholders.

Dematerialization of Shares and Liquidity:

About 99.59% of the shares have been dematerialized as on March 31, 2015. The International Security Identification Number (ISIN) allotted to the Company's equity shares is INE211B01039.

The Company has not issued any GDRs / ADRs. There were no outstanding convertible warrants as on March 31, 2015.

Disclosure under Clause 5A(II) of the listing agreement in respect of unclaimed shares:

The Securities and Exchange Board of India vide its circular no.CIR/CFD/DIL/10/2010 dated December 16, 2010 amended Clause 5A of the Equity Listing Agreement regarding unclaimed shares held in physical form. The Clause inter-alia required transfer of such shares and any other corporate benefit related to these shares to a separate Demat Suspense Account.

In compliance with said amendment, the Company has opened a demat suspense account in the name of The Phoenix Mills Limited - Unclaimed Suspense Account' to which unclaimed shares shall be transferred. The details of unclaimed shares as on March 31, 2015 are as follows:

Particulars No. of shareholders No. of equity shares

Unclaimed shares as on April 1, 2014 1540 1817500

Details of shareholders who approached the Company 41 56750 for unclaimed shares during the FY2014-15

No. of shares claimed during the FY2014-15 41 56750

Unclaimed shares as on March 31, 2015 1499 1760750

Shares held in Physical Form

Please note that in terms of SEBI Circulars No.MRD/DoP/Cir-05/2009 dated May 20, 2009 and No. SEBI/MRD/DoP/SE/ RTA/Cir-03/2010 dated January 7, 2010, it is mandatory for the shareholders holding shares in physical form to submit self-attested copy of PAN card in the following cases:

a) Transferees' PAN Cards for transfer of shares;

b) Surviving joint holders' PAN Cards for deletion of name of deceased shareholder;

c) Legal heirs' PAN Cards for transmission of shares;

d) Joint holders' PAN Cards for transposition of shares.

In compliance with the aforesaid circulars, requests without attaching copies of PAN card, for transfer / deletion / transmission and transposition of shares of the Company in physical form will be returned under objection.

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that:

• Instructions regarding bank details which they wish to have incorporated in future dividend warrants must be submitted to the Depository Participants (DP). As per the regulations of NSDL and CDSL, the Company is obliged to print bank details on the dividend warrants, as furnished by these depositories to the Company.

• Instructions already given by them for shares held in physical form will not be automatically applicable to the dividend paid on shares held in electronic form.

• Instructions regarding change of address, nomination and power of attorney should be given directly to the DP.

OTHER DISCLOSURES

Disclosure on Materially Significant Related Party Transactions

The required statements / disclosures, with respect to the related party transactions, are placed before the Audit Committee on a quarterly basis in terms of Clause 49(VII) of the Listing Agreement and other applicable laws for approval / information. None of the transactions with any of the related parties were in conflict with the interests of the Company. Attention of members is drawn to the disclosure of transactions with the related parties set out in the Notes to Accounts in the financial statements for the year ended March 31, 2015.

Details of Non-compliance with regard to the Capital Market

The Company has complied with the requirements of regulatory authorities on Capital Markets and no penalty / stricture was imposed on the Company during the last three years.

Compliance with the mandatory requirements of Clause 49 of the Listing Agreement

The Company has complied with all the mandatory requirements of Corporate Governance as provided in the Listing Agreement. The Company has also obtained a certificate from Ms. Rathi & Associates, Company Secretaries affirming the compliances which is attached with the Directors' Report.

COMPLIANCE WITH THE NON-MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE LISTING AGREEMENT

I. The Board

Mr. Ashokkumar Ruia is the Executive Chairman of the Company. Hence this provision is not applicable to the Company

II. Shareholders' Rights

Since the quarterly and annual results are published in English and regional language newspapers and displayed on Company's website as well, half yearly financial results including summary of significant events in the past six months are presently not being sent to the Shareholders.

III. Audit Qualificaitons

The financial statements of the Company for the year ended March 31, 2015 are unqualified.

IV. Separate Posts of Chairman and CEO

The positions of Chairman and CEO are separate. Mr. Ashokkumar Ruia performs the role of the Chairman and Mr. Atu Ruia performs the role of the CEO.

IV. Reporting of Internal Auditor

The Internal Auditors directly report to the Audit Committee of the Company's Board of Directors.

COMMUNICATION ADDRESS

I. Address for shares related correspondence

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares:

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Mumbai - 400 078 Tel. No.: 022-25963838 Fax No.: 022-25946969

II. Address for general correspondence

Mr. Mangesh Satvilkar Investor Relations Officer The Phoenix Mills Limited 462, Senapati Bapat Marg Lower Parel, Mumbai - 400 013 Tel No.: 022-30016600 Fax No.: 022- 30016818 Email: investorrelations@highstreetphoenix.com

Ashokkumar Ruia

Chairman & Managing Director

DIN:00086762

Date: June 20, 2015

Place: Mumbai