REPORT ON CORPORATE GOVERNANCE
A report for the financial year ended March 31, 2015 on the compliance by the Company with the Corporate Governance requirements under Clause 49 of the Listing Agreement, is furnished below.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organisation. Good Corporate Governance leads to long-term stakeholder value and enhances interests of all stakeholders. It brings into focus the fiduciary and trusteeship role of the Board to align and direct the actions of the organisation towards creating wealth and stakeholder value.
The Company's essential character is shaped by the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company continuously endeavors to improve on these aspects. The Board views Corporate Governance in its widest sense. The main objective is to create and adhere to a corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target. The Company's philosophy on Corporate Governance is guided by the Company's philosophy of Knowledge, Action and Care.
The Board of Directors fully supports and endorses Corporate Governance practices as enunciated in Clause 49 of the Listing Agreement as applicable from time to time.
2. BOARD OF DIRECTORS
As can be seen from the following paragraphs, your Company's Board comprises individuals who are reputed in respective fields of science, finance, business and management. From time to time, members of the Board receive recognition from the Government, industry bodies and business associations.
A. Composition and Size of the Board
The Company's policy is to maintain an optimum combination of Executive and Non-Executive/ Independent Directors. The composition of your Company's Board, which comprises 13 Directors, is given in the table below and is in conformity with Clause 49 of the Listing Agreement with the Stock Exchanges and other applicable regulatory requirements. About 70% of the Company's Board comprises Independent Directors. The Board does not have Nominee Directors representing any institution.
Role of Non-Executive /Independent Directors
Non-Executive / Independent Directors play a key role in the decision-making process of the Board and in shaping various strategic initiatives of the Company. These Directors are committed to act in what they believe to be in the best interest of the Company and its stakeholders. These Directors are professionals, with expertise and experience in general corporate management, science and innovation, public policy, finance, financial services and other allied fields. This wide knowledge of their respective fields of expertise and best-in-class boardroom practices, helps foster varied, unbiased, independent and experienced perspective. The Company benefits immensely from their inputs in achieving its strategic direction.
Your Company has several subsidiaries, both in India and overseas. In order to leverage the experience of Non-Executive / Independent Directors of the Company for the benefit of and for improved Corporate Governance and better reporting to the Board, some of the NonExecutive / Independent Directors also serve on the Boards of subsidiary companies.
An Independent Director is the Chairman of each of the Audit & Risk Committee, Nomination & Remuneration Committee, Corporate Governance & Ethics Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.
Meeting of Independent Directors
The Company's Independent Directors met on November 22, 2014 without the presence of Executive Directors or members of the management and reviewed matters pertaining to Performance Evaluation of the Board / Committees and the Directors. All the Independent Directors attended the meeting, except for Mr. Keki Dadiseth who could not attend owing to his ill health at that time.
Familiarization Programme for Independent Directors
The Company has established a Familiarization Programme for Independent Directors. The details of this familiarization programme have been uploaded on the website of the Company. The web-link to this is <http://www.piramal.com/> investors/policies-codes.
Inter-se relationships among Directors
Mr. Ajay G. Piramal and Dr. (Mrs.) Swati A. Piramal are the parents of Ms. Nandini Piramal. Except for this, there are no inter-se relationships among the Directors.
B. Board Meetings and Procedures
There are a minimum of six Board Meetings held every year. Apart from these, additional Board Meetings are convened to address the specific needs of the Company. In case of business exigencies or matters of urgency, resolutions are passed by circulation, as permitted by law. Video conferencing facilities are provided to enable Directors who are unable to attend the meetings in person to participate in the meeting via video conferencing.
The Board has unrestricted access to all Company related information. Detailed presentations are made to the Board covering operations, business performance, finance, sales, marketing, global and domestic business environment and related details. All necessary information including but not limited to those mentioned in Annexure X to Clause 49, are placed before the Board of Directors. The Members of the Board are at liberty to bring up any matter for discussions at the Board Meetings and the functioning is democratic. Members of the senior management team are invited to attend the Board Meetings, which provides additional inputs to the items being discussed by the Board.
I. Meetings Held
Eight Board Meetings were held during the year, as against the minimum statutory requirement of four meetings and the gap between two Board Meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements. The meetings were held on the following dates:
. Details of Directors seeking appointment / re- appointment at the forthcoming Annual General Meeting:
a) Ms. Nandini Piramal is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.
b) Mr. Vijay Shah is proposed to be re-appointed as Whole - Time Director designated as Executive Director at the AGM.
The profiles of these Directors are given below:
Ms. Nandini Piramal
Ms. Nandini Piramal is Executive Director of Piramal Enterprises Limited and leads the Over-The-Counter (OTC) business of the Company. She also heads the Human Resources function for the entire Piramal Group. Under her leadership, the OTC business moved up ranks from 40 in 2008 to 7 in 2015.
In 2014, the World Economic Forum recognized her as a 'Young Global Leader'. Ms. Piramal is passionately involved with the Corporate Social Responsibility initiatives of the Company. She directs implementation strategy across Piramal Foundation for Education Leadership programs and Piramal Swasthya. She is 34 years of age and has graduated with BA (Hons) Politics, Philosophy and Economics from Oxford University, followed by an MBA from Stanford Graduate School of Business. Her other directorships in Companies incorporated in India are:
Mr. Vijay Shah
Mr. Vijay Shah is an Executive Director in Piramal Enterprises Limited. Prior to joining the Piramal Group, Mr. Shah worked as a Senior Consultant with Management Structure & Systems Pvt. Ltd. that provided services in Strategic Planning, Organizational Restructuring and Management Information Systems for large organizations such as Larsen & Toubro, Siemens, etc. He was with Management Structure & Systems Pvt. Ltd. from 1982 to 1987.
Mr. Shah joined the Piramal Group in 1988, as the Head of the Strategic Planning for Piramal Corporate Services Limited, as it is now known (a business group headed by Mr. Ajay G. Piramal). In September 1992, he took over as the Managing Director of Gujarat Glass Limited (later renamed Piramal Glass Limited). During his tenure, the company grew its business exponentially and saw an increase in sales from INR 26 crores in 1991-92 to INR 238 crores in 2000, at a CAGR of 32% which also included the acquisition of Ceylon Glass Co. Ltd. and eventually established a leadership position in the Indian Pharma Packaging market
Post the successful tenure at Piramal Glass, Mr. Shah took over as Executive Director and Chief Operating Officer of Piramal Enterprises Limited in August 1999. During his tenure, the sales grew from INR 214 crores in FY2000 to INR 932 crores in FY2006 a CAGR of 28%. EBIDTA grew from INR 60 crores to INR 340 crores in the same period, a CAGR of 34%. The Company was re-rated and the market cap went up ~ fivefold in five years. At Piramal Enterprises, some of his major achievements included - creation of the largest field force in Indian Pharma market with 3,500 people spanning across ten divisions and four businesses, setting up of a world-class formulation plant in a record time of ten months at Baddi in Himachal Pradesh, a lead role in several acquisitions and subsequent post acquisition integration of the same. Some of the key acquisitions include Rhone Poulenc India Ltd., Pharma Business of ICI India Ltd., Sarabhai Pharmaceuticals Limited, Anaesthetic Business of Rhodia Organique UK Ltd., UK among others.
At Piramal Enterprises, Mr. Shah played a leading role in the divestment of the Lab Diagnostics business to Hoffman-La Roche at attractive valuation and also played an important role in formulating strategic alliances and in-licensing agreements with international pharmaceutical multinationals.
He returned to Piramal Glass Limited in April 2006, as its Managing Director. During this tenure, he was involved with the acquisition of Glass Group Inc., USA a Chapter 11 Company which was loss making and its integration and turnaround. He propelled the groups' expansion through four Greenfield projects and further led Piramal Glass to the position of being the only Asian company that challenged the European dominance in the Premium Perfumery business in the world and garnered a market share of 6%. During his tenure the consolidated sales of the company grew from INR 376 crores in FY2006 to INR 1,377 crores in FY2012, a CAGR of 20% and EBIDTA grew from INR 94 crores in FY2006 to INR 333 crores in FY2012 a CAGR of 23% (Industry sales growth of 3% approx.).
Mr. Shah is a Director on the board of several group companies viz. Piramal Glass Ltd., Piramal Glass USA Inc., USA, Piramal Glass Ceylon Plc, Sri Lanka.
In January, 2012, he once again took charge as Executive Director of Piramal Enterprises Limited, responsible for the Piramal Pharma Solutions and Piramal Critical Care businesses.
Presently, he is the Chairman of the internal Investment Committee in the Structured Investment Group which is responsible for approving and proposing large capital investment particularly in the infrastructure space.
Mr. Shah is 56 years of age and is a Commerce Graduate and a rank holder from the Institute of Chartered Accountants of India.
He has completed a Management Education Programme from Indian Institute of Management (IIM), Ahmedabad and an Advanced Management Program (AMP) from the Harvard Business School, Boston, USA in 1997
3. BOARD COMMITTEES
In addition to administrative Committees, your Board has constituted the following Committees.
A. Audit & Risk Committee
I. Constitution of the Committee
The Audit & Risk Committee comprises three Non -Executive Independent Directors, viz:
1. Mr. N. Vaghul - Chairman
2. Mr. Keki Dadiseth
3. Dr. R.A. Mashelkar
All the members of the Committee have sound knowledge of finance, accounts and business management. The Chairman of the Committee, Mr. N. Vaghul has extensive accounting and related financial management expertise.
The composition of this Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Mr. Leonard D'Souza, Company Secretary, is the Secretary to the Committee.
II. Terms of Reference
The Audit & Risk Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company. The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audit of the Company's financial statements, the appointment, independence and performance of the statutory auditors, the performance of internal auditors and the Company's risk management policies.
The terms of reference of the Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
III. Meetings Held & Attendance
The Audit & Risk Committee met six times during the financial year 2014-15, on the following dates, including before finalisation of annual accounts and adoption of quarterly financial results by the Board:
It can be seen from the above table that the frequency of the Committee Meetings was much more that the minimum regulatory requirement of holding at least four meetings in a year and not more than four months have elapsed between two meetings
The Statutory Auditors are invited to attend the meetings of the Committee. The functional / business representatives also attend the meetings periodically and provide such information and clarifications as required by the Committee, which gives a deeper insight into the respective business and functional areas of operations. The Cost Auditors and the Internal Auditors attend the respective Audit & Risk Committee Meetings, where cost audit reports / internal audit reports are discussed.
B. Nomination & Remuneration Committee I. Constitution of the Committee
The composition of this Committee is in compliance with the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
II. Terms of Reference
The terms of reference of the NRC are aligned with the terms of reference provided under Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The NRC has adopted the Remuneration Policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.
II. Terms of Reference
The Stakeholders Relationship Committee reviews and ensures the existence of a proper system for timely resolution of grievances of the security holders of the Company including complaints related to transfer of shares, non receipt of balance sheet and declared dividends. The terms of reference of the Committee have been aligned to the Companies Act, 2013 and Clause 49 of the Listing Agreement.
IV. Stakeholders Grievance Redressal
The total number of complaints redressed to the satisfaction of shareholders during the year under review was 25. There was 1 outstanding complaint as on March 31, 2015 (which has since been redressed). No requests for transfer and for dematerialization were pending for approval as on March 31, 2015.
The Registrar and Share Transfer Agents (RTA), M/s. Link Intime India Private Limited, attend to all grievances of shareholders received directly or through SEBI, Stock Exchanges or the Ministry of Corporate Affairs. Most of the grievances / correspondences are attended within a period of 7 days from the date of receipt of such grievances.
The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints / queries. Likewise, the Company also has regular interaction with the Debenture Trustees to ascertain the grievances, if any, of the Debenture holders. There was no grievance received from the Debenture Trustee or from any of the Debenture holders during FY2015.
V. Compliance Officer
Mr. Leonard D'Souza, Company Secretary, is the Compliance Officer. The Company has designated the email ID firstname.lastname@example.org to enable stakeholders to email their grievances.
D. Corporate Social Responsibility Committee I. Constitution of the Committee
The Corporate Social Responsibility Committee comprises three members, as per details in the following table:
II. Terms of Reference
The terms of reference of the Corporate Social Responsibility Committee are in alignment with Section 135 of the Companies Act, 2013, and includes implementation and monitoring of CSR activities.
4. REMUNERATION OF DIRECTORS
A. Remuneration to Executive Directors:
Remuneration paid to the Executive Directors is recommended by the Nomination & Remuneration Committee, approved by the Board and is subject to the overall limits as approved by the shareholders.
The variable component of remuneration (Performance Linked Incentive) for Executive Directors are determined on the basis of several criteria including their individual performance as measured by achievement of their respective Key Result Areas (KRAs), strategic initiatives taken and being implemented, their respective roles in the organization, fulfillment of their responsibilities and performance of the Company. This is in accordance with the Company's Remuneration Policy.
In response to the Company's application seeking approval of the Central Government for payment of remuneration to Executive Directors in view of absence/inadequacy of profits, the Central Government had granted its approval for payment of remuneration of INR 1.48 Crores p.a. for each of the Executive Directors. Accordingly, for FY2014 each Executive Director received remuneration of INR 1.48 crores. However, considering that the Company has adequate profits for FY2015, managerial remuneration has been paid within the overall limits prescribed under Section 197 of the Companies Act, 2013.
As regards re-appointment of Mr. Vijay Shah and his remuneration for his new tenure commencing from January 1, 2015, the same is subject to approval of the shareholders
B. Sitting Fees and commission paid to Non - Executive Independent Directors
Notes for Directors' Remuneration:
a. The terms of appointment of Executive Directors as approved by shareholders, are contained in their respective Agreements entered into with the Company. The tenure of office of the Whole-Time Directors is between three to five years from their respective dates of appointments. The Agreements also contain clauses relating to termination of appointment in different circumstances, including for breach of terms, the notice period for which is three months. While there is no specific provision for payment of severance fees for any of the Executive Directors, the Board is empowered to consider the same at its discretion, taking into account attendant facts and circumstances.
b. No amount by way of loan or advance has been given by the Company to any of its Directors.
c. During the year ended March 31, 2015, 35,000 Stock Options were granted to Mr. Vijay Shah, Executive Director at an exercise price of INR 300 per Option. In addition to the exercise price, applicable TDS would also be payable at the time of exercising the Stock Options. Out of the Options so granted, the Nomination and Remuneration Committee / Board of Directors would determine the actual number of stock options that would vest, after considering performance and other factors.
It may be noted in this regard that since the Company's ESOP Scheme is implemented through the ESOP Trust and the shares given by the ESOP Trust against exercise of stock options are those that have been acquired by the ESOP Trust from the secondary market and no new shares are issued by the Company, there will not be any increase in the share capital of the Company, nor will there be any impact on the Earnings Per Share or other ratios relating to share capital, as a result of exercise of the Stock Options.
There was no pecuniary relationship or transactions with Non - Executive Directors vis-a-vis the Company other than sitting fees and commission.
Related Party Transactions
a. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013;
b. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company;
c. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements;
d. The Board has approved a policy for related party transactions which has been uploaded on the website of the Company and can be accessed at <http://www.piramal.com/investors/policies-codes/>;
e. The Register of Contracts / statement of related party transactions, is placed before the Board / Audit Committee regularly;
f. Transactions with related parties are disclosed in Note No. 37 to the Accounts in the Annual Report;
There has been no instance of non compliance by the Company on any matter related to capital markets. Hence, the question of penalties or strictures being imposed by SEBI or the Stock Exchanges or any other statutory authority does not arise;
Listing Fees for FY 2015-16 have been paid to the Stock Exchanges on which the shares of the Company are listed.
COMPLIANCE WITH MANDATORY / NON MANDATORY REQUIREMENTS
The Company has complied with all the applicable mandatory requirements of Clause 49 of the Listing Agreement.
The Company has also adopted the non mandatory requirement as specified in Annexure - XIII of the Listing Agreement regarding unqualified financial statements.
7. MEANS OF COMMUNICATION
The Company recognizes the importance of two way communication with shareholders and of giving a balanced reporting of results and progress and responds to questions and issues raised in a timely and consistent manner. Shareholders seeking information may contact the Company directly throughout the year. They also have an opportunity to ask questions in person at the Annual General Meeting. Some of the modes of communication are mentioned below:
A. Quarterly Results:
The approved financial results are forthwith sent to the Stock Exchanges where the shares are listed and are displayed on the Company's website www.piramal.com and are generally published in Business Standard (all editions) (English) and Mumbai Lakshadweep (Marathi), within forty eight hours of approval thereof.
The Company's website www.piramal.com contains a separate dedicated section for Investors where shareholders information is available. The following are available on the website in a user friendly and downloadable form.
•Official news releases and presentations made to media, institutional investors and analysts
• Financial Information - Quarterly Results and Annual Reports
• Code of Conduct and Ethics for Directors
• Code of Conduct and Ethics for Senior Management
• Shareholding Pattern
• Details of Unclaimed Dividend
• Nomination Form
• Details of Debenture Trustees
• E-voting and Poll Results as and when undertaken
• Corporate Social Responsibility Policy
• Details of Vigil Mechanism
• Policy for Material Subsidiaries
• Terms and conditions for appointment of Independent Directors
• Familiarization Programme for Independent Directors
• Policy on Related Party Transactions
C. Annual Report:
The Annual Report containing inter-alia the Audited Annual Accounts, Consolidated Financial Statements, Directors' Report, Auditors' Report, Corporate Governance Report and other important information is circulated to Members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Annual Report.
D. Designated Exclusive Email ID:
The Company has designated the Email ID email@example.com exclusively for investor servicing.
This Email ID has been displayed on the Company's website www.piramal.com
E. Reminder to Investors to claim unclaimed dividend:
Reminders for unclaimed dividend are sent to the shareholders periodically every year.
F. SEBI Complaints Redress System (SCORES):
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website. The investor complaints are processed in a centralized web based complaints redressal system. The salient features of this system are Centralised database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
All complaints received through SCORES are resolved in a timely manner by the Company, similar to other complaints.
G. NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & Listing Centre (BSE Listing Centre)
NEAPS and BSE Listing Centre are web based application systems for enabling corporates to undertake electronic filing of various periodic compliance related filings like shareholding pattern, results, press releases, etc.
8. GENERAL INFORMATION FOR SHAREHOLDERS
A. Company Registration Details:
The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L24110MH1947PLC005719.
B. Annual General Meeting
Day, Date and Time: Thursday, August 6, 2015 at 3.00 p.m.
Venue: Yashwantrao Chavan Pratisthan, General Jagannath Bhosale Marg, Opposite Mantralaya, Nariman Point, Mumbai- 400 021.
The Company shall also provide means of ballot voting at the ensuing Annual General Meeting.
Financial Calendar Financial reporting for:
Quarter ending June 30, 2015 : August 6, 2015*
Half year ending September 30, 2015 November 2, 2015*
Quarter ending December 31, 2015 : February 8, 2016*
Year ending March 31, 2016 : May 10, 2016*
Annual General Meeting for the year ending March 31, 2016 ; July / August, 2016*
* The above dates are final, subject to any unforeseen circumstances.
D. Book Closure Period ?: Thursday, July 30, 2015 to Thursday, August 6, 2015 (both days inclusive).
E. Dividend Payment Date : During the period from August 7, 2015 to August 11, 2015.
F. Listing on Stock Exchanges
Equity Shares BSE Limited (BSE), [Scrip Code: 500302] Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
National Stock Exchange of India Limited (NSE),
[Trading Symbol: PEL] "Exchange Plaza", Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051. ISIN: INE140A01024 Reuter's code : PIRA.BO : PIRA.NS Bloomberg code : PIEL:IN
H. Stock Performance vs BSE Sensex and NSE-50
Performance of the Company's Equity Shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") relative to the BSE Sensitive Index (S&P BSE Sensex) and CNX Nifty (NSE-50) respectively are graphically represented in the charts below Liquidity
Shares of the Company are actively traded on BSE and NSE as is seen from the volume of shares indicated in the table containing stock market data and hence ensure good liquidity for the investors.
Share Transfer Agents
M/s. Link Intime India Pvt. Ltd. ("Link Intime"), are the Share Transfer Agents of the Company. The contact details of Link Intime are given below: Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078. Tel.: (022) 25946970 Fax: (022) 25946969 Email ID: firstname.lastname@example.org
Share Transfer System (in physical segment)
For administrative convenience and to facilitate speedy approvals, authority has been delegated to the Share Transfer Agents (RTA) and also to senior executives to approve share transfers upto specified limits. Share transfers/ transmissions approved by the RTA and/or the authorised executives are placed at the Board Meeting from time to time.
In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants.
In case of shares held in physical form, all transfers are completed within 15 days from the date of receipt of complete documents. As at March 31, 2015 there were no Equity Shares pending for transfer. Also, there were share transfer formalities as required under Clause no demat requests pending as on March 31, 2015. 47(c) of the Listing Agreement with Stock Exchanges and files a copy of the certificate with the Stock The Company obtains from a Company Secretary in Exchanges. Practice, half yearly certificate of compliance with the
. Dematerialisation of shares
As on March 31, 2015, 16,38,03,177 equity shares (94.92% of the total number of shares) are in dematerialized form as compared to 16,36,26,051 equity shares (94.82% of the total number of shares) as on March 31, 2014.
The Company’s shares are compulsorily traded in dematerialised form and are admitted in both the Depositories in India - National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
si. Outstanding GDRs / ADRs / Warrants or any convertible warrants
There are no outstanding convertible warrants / instruments.
. Debt Securities Listing
The Wholesale Debt Market Segment (WDM) of NSE.
PIRE18 - Piramal Enterprises RESET 2018 (Sr-1/FY13) PIRE17 - Piramal Enterprises 9.43% 2017 (Series A) PIRE18 - Piramal Enterprises 9.43% 2018(Series B) PIRE18A - Piramal Enterprises 9.43% 2018 (Series C)
IDBI Trusteeship Services Limited
Asian Building, Ground Floor, 17, R Kamani Marg, Ballard Estate, Mumbai 400001. Tel: +91 22 4080 7005. Fax: +91 22 6631 1776.
. Plant Locations of PEL and its Subsidiaries India:
• Plot No. K-1, Additional M.I.D.C, Mahad, District Raigad, 402 302, Maharashtra.
• Plot No. 67-70, Sector II, Pithampur, District Dhar, 454 775, Madhya Pradesh.
• Digwal Village, Kohir Mandal, Medak District, Zaheerabad, 502321, Telangana.
• Ennore Express Highway, Ernavur Village, Ennore, Chennai 600 057, Tamil Nadu.
• Plot No.18 and 19 - PHARMEZ, Village Matoda, Sarkhejbawala, NH 8A, Taluka Sanand, Ahmedabad - 382 213, Gujarat.
Piramal Healthcare UK Limited
• Morpeth, Northumberland, UK
• Grangemouth, Stirlingshire, UK
•Piramal Healthcare (Canada) Limited
•110, Industrial Parkway North, Aurora, Ontario, L4G 3H4, Canada.
• 475, Boul, Armand-Frappier, Laval, Quebec, H7V 4B3, Canada.
Piramal Critical Care Inc.
3950 Schelden Circle, Brodhead Road, Bethlehem, PA 18017,USA.
Coldstream Laboratories Inc.
1575 McGrathiana Parkway, Lexington, Kentucky, 4051 1, USA.
9. SUBSIDIARY COMPANIES
POLICY FOR MATERIAL SUBSIDIARIES
A Policy for determining Material Subsidiaries has been formulated in compliance with the requirements of clause 49(V) of the Listing Agreement. This Policy has been uploaded on the website of the Company and can be accessed at <http://www.piramal.com/investors/policies->codes/. Currently, the Company does not have any material subsidiary.
10. ENVIRONMENT, HEALTH AND SAFETY (EHS)
Environment, Health and Safety is a key concern of your Company and it has put in place world class systems and practices to minimize the impact on environment and keep employees and communities safe at all times. The Company strives to continually strengthen its EHS practices at the sites and obtain international certifications like ISO 14001 and OHSAS 18001 for the same. The 'Sword of Honour' Award from British Safety Council which aims to recognize excellence in health and safety management was received by the Company's site at Digwal.
11. CODE OF CONDUCT
The Board has laid down a Code of Conduct and Ethics for its Members and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year 2014-15. Requisite declaration signed by the Executive Director to this effect is given below.
"I hereby confirm that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct and Ethics for Directors and Senior Management of the Company in respect of the FY 2014-15."
A copy of the Code has been put on the Company's website and can be accessed at <http://www.piramal>. com/investors/policies-codes/.
12. CERTIFICATE ON CORPORATE GOVERNANCE
Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to the Directors' Report forming part of the Annual Report.