REPORT ON CORPORATE GOVERNANCE
1. COMPANY’S PHILOSOPHY ON THE CODE OF GOVERNANCE
Your Company’s philosophy on the Code of Governance is based on the belief that effective Corporate Governance practices constitute a strong foundation on which successful commercial enterprises are built to last. Corporate Governance is essentially a system by which Companies are directed and controlled by the management in the best interest of all stakeholders. It is not mere compliance of laws, rules and regulations, but also the application of best management practices and adherence to the highest ethical principles in all its dealings, to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility. Above all, it is a way of life, rather than merely a legal compulsion. Your Company recognizes that strong Corporate Governance is indispensable to resilient and vibrant capital markets and is, therefore, an important instrument of investor protection. It, therefore, continues to lay great emphasis on a corporate culture of conscience, integrity, fairness, transparency, accountability and responsibility for efficient and ethical conduct of its business.
As a Tata Enterprise, your Company has a strong legacy of fair, transparent and ethical governance practices. This is further strengthened by the adoption of the Tata Code of Conduct for its employees, including the Managing Director and adoption of a Code of Conduct for its Non-Executive Directors. The Company’s Corporate Governance philosophy is also strengthened through adoption of the Code of Conduct for Prevention of Insider Trading, Code of Corporate Disclosure Practices and the Tata Business Excellence Model.
During the year, your Company’s Corporate Governance practices were recognized at the 15th ICSI National Awards for Excellence in Corporate Governance, through award of the Certificate of Recognition for adopting Exemplary
Corporate Governance Practices.
Your Company is in compliance with the requirements of Corporate Governance stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (Clause 49 of the erstwhile Listing Agreement executed with the Stock Exchanges).
2. BOARD OF DIRECTORS
The Board of Directors, along with its Committees, provides leadership and guidance to the management and directs and supervises the performance of the Company, thereby enhancing stakeholder value. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected.
The Board of Directors, as on 31.03.2016, comprised 9 Directors, of which 8 were Non-Executive Directors. The Company has a Non-Executive Chairman and the 5 Independent Directors as on 31.03.2016 comprised more than one-half of the total number of Directors. All Directors possess relevant qualifications and experience in general corporate management, finance, banking and other allied fields which enable them to effectively contribute to the Company in their capacity as Directors.
All Independent Directors of the Company have been appointed as per the provisions of the Companies Act, 2013 and the Governance Guidelines for Board Effectiveness adopted by the Company. Formal letters of appointment have been issued to the Independent Directors. The terms and conditions of their appointment are disclosed on the Company’s website.
None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (Committees being Audit Committee and Stakeholders Relationship Committee, as per Regulation 26 (1) of the Listing Regulations), across all the Companies in which he/ she is a Director. The necessary disclosures regarding committee positions have been made by all the Directors None of the Directors holds office in more than 20 companies and in more than 10 public companies. All Directors are also in compliance of the limit on Independent Directorships of listed companies as prescribed in Regulation 25 (1) of the Listing Regulations.
The annual calendar of Board Meetings is agreed upon at the beginning of the year. The agenda is circulated well in advance to the Board members, along with comprehensive background information on the items in the agenda to enable the Board to arrive at appropriate decisions. The information as required under Part A of Schedule II to the Listing Regulations is made available to the Board. The Board also reviews the declarations made by the Managing Director and Chief Financial Officer regarding compliance with all applicable laws, on a quarterly basis.
Code of Conduct
The Company has adopted the Tata Code of Conduct for all employees of the Company, including the Managing Director. The Board has also approved a Code of Conduct for the Non-Executive Directors of the Company, which incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. Both the Codes are posted on the Company’s website.
All Board members and senior management personnel (as per Regulation 26 (3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct. A declaration to this effect, signed by the Managing Director & CEO forms part of this Report.
Apart from receiving remuneration that they are entitled to under the Companies Act, 2013 as Non-Executive Directors and reimbursement of expenses incurred in the discharge of their duties, none of the Non-Executive Directors has any other material pecuniary relationship or transactions with the Company, its promoters, its Directors, its senior management or its subsidiaries and associates. None of the Directors are inter-se related to each other.
The Directors and senior management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.
Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on 22nd April, 2015, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations. At the Meeting, the Independent Directors:
¡ Reviewed the performance of Non-Independent Directors and the Board as a whole;
¡ Reviewed the performance of the Chairman of the Company, taking into account the views of the Managing Director and Non-Executive Directors; and
¡ Assessed 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 its duties.
All Independent Directors of the Company attended the Meeting of Independent Directors. Mr. B. D. Banerjee chaired the Meeting.
Board and Director Evaluation and criteria for evaluation
During the year, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.
Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in the Board’s Report.
Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. These include orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
The Familiarisation programmes imparted to Independent Directors are disclosed on the Company’s website at the following weblink http://www.rallis.co.in/DFPID.htm
3. AUDIT COMMITTEE
Terms of reference
The Audit Committee functions according to its Charter that defines its composition, authority, responsibilities and reporting functions. The terms of reference of the Audit Committee, inter alia, are as follows:
¡ Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
¡ Review with the management the quarterly and annual financial statements and the auditor’s report thereon, before submission to the Board for approval.
¡ Discuss with the 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.
¡ Recommend to the Board the appointment, re-appointment and, if required, the replacement or removal of statutory auditors, remuneration and terms of appointment of auditors, fixation of audit fees and to approve payment for any other services rendered by the statutory auditors.
¡ Review and monitor the auditor’s independence and performance and effectiveness of audit process.
¡ Review with the management, performance of the statutory and internal auditors.
¡ Review the adequacy of the internal audit function and the adequacy and efficacy of the internal control systems.
¡ Evaluate internal financial controls and risk management systems.
¡ Scrutinize inter-corporate loans and investments.
¡ Discuss any significant findings with internal auditors and follow-up thereon
¡ Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.
¡ Look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders and creditors.
¡ Approve transactions, including any subsequent modifications, of the Company with related parties.
¡ Valuation of undertakings or assets of the Company, wherever it is necessary.
¡ Review and monitor the statement of use and application of funds raised through public offers and related matters.
¡ Review the functioning of the Whistle Blower mechanism.
¡ Oversee compliance with legal and regulatory requirements.
¡ Oversee financial reporting controls and process for subsidiary companies.
¡ Approve the appointment of the Chief Financial Officer after assessing the qualifications, experience and background of the candidate.
¡ And, generally, all items listed in Part C of Schedule II to the Listing Regulations and in Section 177 of the Companies Act, 2013.
Composition and Attendance during the year
The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Companies Act, 2013. All members of the Committee are financially literate, with Mr. E. A. Kshirsagar, Chairman of the Committee, having the relevant accounting and financial management expertise.
The Audit Committee met 7 times during the year and the gap between two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings were held were: 22nd April, 2015; 23rd July, 2015; 31st August, 2015; 23rd October, 2015; 24th November, 2015; 18th January, 2016 and 15th March, 2016. Necessary quorum was present at the above Meetings.
During the year, the Audit Committee reviewed key audit findings covering operational, financial and compliance areas. Risk mitigation plans covering key risks affecting the Company were presented to the Committee. The Chairman of the Committee briefs the Board members about the significant discussions at Audit Committee Meetings.
The meetings of the Audit Committee are usually attended by the Managing Director & CEO, the Chief Financial Officer, the Head of Internal Audit, the Company Secretary and a representative of the Statutory Auditors. The Business and Operation Heads are invited to the Meetings, when required. The Company Secretary acts as the secretary to the Committee. Occasionally, the Audit Committee also meets without the presence of any Executives of the Company.
The Chairman of the Audit Committee, Mr. E. A. Kshirsagar was present at the Annual General Meeting of the Company held on 29th June, 2015.
4. NOMINATION AND REMUNERATION COMMITTEE
Terms of reference
The terms of reference of the Nomination and Remuneration Committee are as follows:
¡ Recommend to the Board the setup and composition of the Board, including formulation of the criteria for determining qualifications, positive attributes and independence of a Director.
¡ Periodical review of composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.
¡ Support the Board in matters related to the setup, review and refresh of the Committees.
¡ Devise a policy on Board diversity.
¡ Recommend to the Board the appointment or reappointment of Directors.
¡ Recommend to the Board how the Company will vote on resolutions for appointment of Directors on the Boards of its material subsidiaries.
¡ Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team members.
¡ Carry out the evaluation of every Director’s performance and support the Board and Independent Directors in the evaluation of the performance of the Board, its Committees and individual Directors, including formulation of criteria for evaluation of Independent Directors and the Board.
¡ Oversee the performance review process for the KMP and executive team with the view that there is an appropriate cascading of goals and targets across the Company.
¡ Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.
¡ On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team of the Company.
¡ Review matters related to remuneration and benefits payable upon retirement and severance to MD/ EDs, KMP and executive team.
¡ Review matters related to voluntary retirement and early separation schemes for the Company.
¡ Provide guidelines for remuneration of Directors on material subsidiaries.
¡ Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the Boards of its material subsidiaries.
¡ Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the Board, KMP and executive team members.
¡ Oversee familiarization programmes for Directors.
¡ Review HR and People strategy and its alignment with the business strategy periodically, or when a change is made to either.
¡ Review the efficacy of HR practices, including those for leadership development, rewards and recognition, talent management and succession planning
The Company paid sitting fees of Rs. 20,000/- per meeting to the Non-Executive Directors for attending meetings ofthe Board, Executive Committee of the Board, the Audit Committee, the Nomination and Remuneration Committee and the Corporate Social Responsibility Committee and Rs. 10,000/- per meeting for attending the meetings of the Property Committee and the Stakeholders Relationship Committee. Rs. 20,000/- was also paid as sitting fees to the Independent Directors who attended the Meeting of the Independent Directors
As per practice, commission to the Directors is paid after the annual Financial Statements are adopted by the Members at the Annual General Meeting. Apart from sitting fees and commission as mentioned above, Non- Executive Directors are not entitled to any remuneration from the Company. None of the Directors hold any shares in the Company.
Retirement Policy for Directors
The Governance Guidelines on Board Effectiveness adopted by the Company provides for the retirement age of Directors. As per the Guidelines, the Managing and Executive Directors retire at the age of 65 years, Non-Independent Non-Executive Directors retire at the age of 70 years and the retirement age for Independent Directors is 75 years.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
Terms of reference
The terms of reference of the Stakeholders Relationship Committee are as follows:
¡ Review statutory compliance relating to all security holders.
¡ Consider and resolve the grievances of security holders of the Company, including complaints related to transfer of securities, non-receipt of annual report/ declared dividends/ notices/ balance sheet.
¡ Oversee compliances in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund.
¡ Oversee and review all matters related to the transfer of securities of the Company.
¡ Approve issue of duplicate certificates of the Company.
¡ Review movements in shareholding and ownership structures of the Company.
¡ Ensure setting of proper controls and oversee performance of the Registrar and Share Transfer Agent.
¡ Recommend measures for overall improvement of the quality of investor services.
¡ Set forth policies relating to and oversee implementation of the Code of Conduct for Prevention of Insider Trading.
¡ Review the concerns received under the Tata Code of Conduct.
During the year, the Company has adopted a revised Code of Conduct for Prevention of Insider Trading, under the amended SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the shares of the Company. Mr. Ashish Mehta, Chief Financial Officer has been appointed as the Compliance Officer for ensuring compliance with and for the effective implementation of the Regulations and the Code across the Company.
The Company has also adopted a revised Code of Corporate Disclosure Practices during the year, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Company’s shares. Mr. Ashish Mehta, Chief Financial Officer, has been designated as the Chief Investor Relations Officer to ensure timely, adequate, uniform and universal dissemination of information and disclosure of Unpublished Price Sensitive Information.
Name, designation and address of Compliance Officer
P. S. Meherhomji Company Secretary 2nd Floor Sharda Terraces Plot No. 65 Sector 11 CBD Belapur Navi Mumbai 400 614 Tel. No.: 91 22 6776 1657 Fax No.: 91 22 6776 1775 Email: firstname.lastname@example.org
Shareholders may also correspond with the Company on the email address: email@example.com A total of 792 correspondences were received from investors during 2015-16, of which 3 cases were reported as complaints. 13 correspondences remained pending as on 31st March, 2016. These were received during the last week of March 2016 and hence were pending on 31st March, 2016, but have been subsequently replied to, as certified by TSR Darashaw Ltd. (Registrars).
One request for transfer of 600 shares was pending as on 31st March, 2016. The same was received during the last week of March 2016 and hence was pending on 31st March, 2016, but has been subsequently processed, as certified by the Registrars. No request for dematerialization of shares was pending as on 31st March, 2016.
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Terms of reference
The Company has constituted a Corporate Social Responsibility (CSR) Committee as required under Section 135 of the Companies Act, 2013. The terms of reference of the Committee are as follows:
¡ Formulate and recommend to the Board, a CSR Policy indicating the activity or activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
¡ Recommend the amount to be spent on the CSR activities.
¡ Monitor the Company’s CSR Policy periodically.
¡ Oversee the Company’s conduct with regard to its Corporate and societal obligations and its reputation as a responsible corporate citizen.
¡ Oversee activities impacting the quality of life of various stakeholders.
¡ Monitor the CSR Policy and expenditure of material subsidiaries.
¡ Attend to such other matters and functions as may be prescribed from time to time.
The Board has adopted the CSR Policy as formulated and recommended by the Committee. The same is displayed on the website of the Company. The Annual Report on CSR activities for the year 2015-16 forms a part of the Board’s Report
7. EXECUTIVE COMMITTEE OF THE BOARD
The Executive Committee of the Board is responsible for reviewing, before presentation to the full Board, items such as Business and strategy review, long-term financial projections and cash flows, capital and revenue budgets, acquisitions, divestments and business restructuring proposals. The Committee is also responsible for advising the management on development of business plans and future strategies for the Company
9. SUBSIDIARY COMPANIES
During the year, the Company did not have any unlisted material subsidiary incorporated in India and was therefore, not required to have an Independent Director of the Company on the Board of such subsidiary. Material subsidiary is defined under Regulation 16 (1) (c) of the Listing Regulations to mean a subsidiary, whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. The Company’s subsidiary, Metahelix Life Sciences Ltd., however, has appointed two Independent Directors, including a woman Director on its Board, as required under the provisions of the Companies Act, 2013.
The Company’s Audit Committee reviews the consolidated financial statements of the Company as well as the financial statements of the subsidiaries, including the investments made by the subsidiaries. The minutes of the Board Meetings, along with a report of the significant transactions and arrangements of the unlisted subsidiaries of the Company are periodically placed before the Board of Directors of the Company.
The Company has formulated a policy for determining material subsidiaries and the Policy is disclosed on the Company’s website.
a) There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large. The Company has formulated a Related Party Transactions Policy and the same is displayed on the Company’s website at the following weblink: http://www.rallis.co.in/Related_Party_ TransactionsPolicy.htm
b) During the year, there were no materially significant related party transactions, i.e. transactions of the Company of material nature with its promoters, their subsidiaries, the Directors or the management or relatives, etc. that may have potential conflict with the interests of the Company at large. Declarations have been received from the senior management personnel to this effect.
c) The Company has adopted a Policy on Material Subsidiaries and the same is displayed on the Company’s website at the following weblink: http://www.rallis.co.in/Material_SubsidiariesPolicy.htm
d) The Company has complied with the requirements of the Stock Exchanges/ SEBI and statutory authorities on all matters related to the capital markets during the last three years. No penalty or strictures were imposed on the Company by these authorities.
e) The Managing Director & CEO and the Chief Financial Officer have certified to the Board in accordance with Part B of Schedule II to the Listing Regulations pertaining to CEO/ CFO certification for the Financial Year ended 31st March, 2016.
f) The Company has a well defined risk management framework in place. The Company periodically places before the Audit Committee and the Board, the key risks and the risk assessment and mitigation procedures followed by the Company.
g) The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
h) The Company has prepared the Financial Statements in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013.
i) The Company has complied with all the mandatory and non mandatory requirements of the Listing Regulations relating to Corporate Governance and also complied with Clauses (b) to (i) of Regulation 46 (2) relating to the dissemination of information on the website of the Company. The status of compliance with the non-mandatory requirements listed in Part E of Schedule II of the Listing Regulations, is as under:
¡ The Non-Executive Chairman maintains a separate office, for which the Company is not required to reimburse expenses.
¡ Half yearly financial performance of the Company is sent to all shareholders.
¡ The financial statements of the Company are with unmodified audit opinion.
¡ The Chairman of the Board is a Non-Executive Director and his position is separate from that of the Managing Director & CEO.
¡ The Internal Auditor reports to the Audit Committee.
12. MEANS OF COMMUNICATION
i) The quarterly and the half yearly results, published in the format prescribed by the Listing Regulations read with the Circular issued there under, are approved and taken on record by the Board of Directors of the Company within one month of the close of the relevant quarter. The approved results are forthwith uploaded on the designated portals of the Stock Exchanges where the Company’s shares are listed viz., NSE Electronic Application Processing System (NEAPS) of the National Stock Exchange of India Ltd. (NSE) and BSE Online Portal of BSE Ltd. (BSE). The results are also published within 48 hours in Hindu Business Line (in English) and Mumbai Lakshadweep (in Marathi) and also displayed on the Company’s website, www.rallis.co.in.
ii) The Company publishes the audited annual results within the stipulated period of sixty days from the close of the financial year as required by the Listing Regulations. The annual audited results are also uploaded on NEAPS and BSE Online Portal of NSE and BSE respectively, published in the newspapers and displayed on the Company’s website.
iii) Official news releases and presentations made to Institutional Investors and Analysts are uploaded on NEAPS and BSE Online Portal of NSE and BSE respectively and posted on the Company’s website.
iv) Comprehensive information about the Company, its business and operations and press releases can be viewed on the Company’s website. The “Investor Relations” section on the website gives information relating to financial results, annual reports, shareholding pattern and presentations made to analysts and at Annual General Meetings. Information about unclaimed dividends is also available in this section, under the head “Amounts pending transfer to IEPF”.
Members also have the facility of raising their queries/ complaints through the Shareholder Query Form available under “Investor Information” in the “Investor Relations” section of the website.
v) The quarterly Shareholding Pattern and Corporate Governance Report of the Company are filed with NSE through NEAPS and with BSE through BSE Online Portal. They are also displayed on the Company’s website under the “Investor Relations” section.
vi) Material events or information, as detailed in Regulation 30 of the Listing Regulations, are disclosed to the Stock Exchanges by filing them with NSE through NEAPS and with BSE through BSE Online Portal. They are also displayed on the Company’s website under the “Investor Relations” section.
vii) The Company sends an annual reminder to shareholders who have not claimed their dividends. Circulars are also sent periodically to shareholders urging them to opt for the electronic mode for receiving dividends.
viii) Management Discussion and Analysis Report forms a part of the Annual Report.
13. GENERAL SHAREHOLDER INFORMATION
The Company is registered with the Registrar of Companies, Maharashtra, Mumbai. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L36992MH1948PLC014083.
Annual General Meeting date, time and venue:
Friday, 24th June, 2016 at 3.00 pm at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber Building, IMC Marg, Churchgate, Mumbai 400 020.
As required under Regulation 36 (3) of the Listing Regulations, particulars of the Directors seeking re-appointment/ appointment are given in the Explanatory Statement to the Notice of the Annual General Meeting to be held on 24th June, 2016.
Financial Calendar : April to March
Date of book closure: 14th June, 2016 to 24th June, 2016 (both days inclusive)
Dividend payment date: 28th June, 2016
Listing on Stock Exchanges: The Company’s Equity Shares are listed on the following Stock Exchanges:
BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001
The National Stock Exchange of India Ltd. Exchange Plaza 5th Floor Plot No.C/1 G Block Bandra-Kurla Complex Bandra (E) Mumbai 400 051
The Company has paid the listing fees to these Stock Exchanges for the year 2015-16.
Stock Code on BSE Ltd. : 500355
Stock Code on the National Stock Exchange of India Ltd. : RALLIS EQ
Demat International Security Identification Number (ISIN): in NSDL and CDSL for Equity Shares : INE613A01020
Share Registrars and Transfer Agents:
TSR DARASHAW LTD. 6-10 Haji Moosa Patrawala Industrial Estate, 20 Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011. Tel. No.: 91 22 6656 8484 Fax No.: 91 22 6656 8494 E-mail: firstname.lastname@example.org Website: www.tsrdarashaw.com
Business Hours: 10.00 a.m. to 3.30 p.m. (Monday to Friday)
For the convenience of shareholders based in the following cities, transfer documents and letters will also be accepted at the following Branch Offices/ agencies of TSR Darashaw Ltd. (TSRDL):
Branches of TSRDL
TSR Darashaw Ltd., 503, Barton Centre, (5th Floor), 84, Mahatma Gandhi Road Bengaluru 560 001. Tel.: 91 80 2532 0321 Fax: 91 80 2558 0019 Email: email@example.com
TSR Darashaw Ltd., Tata Centre, 1st Floor 43, J. L. Nehru Road Kolkata 700 071. Tel.: 91 33 2288 3087 Fax: 91 33 2288 3062 Email: firstname.lastname@example.org
2/42, Ansari Road,TSR Darashaw Ltd., 1st Floor, Daryaganj, Sant Vihar New Delhi 110 002 Tel.: 91 11 2327 1805 Fax: 91 11 2327 1802 Email: email@example.com
TSR Darashaw Ltd., E” Road, Northern Town, Bistupur Jamshedpur 831 001 Tel.: 91 657 242 6616 Fax: 91 657 242 6937 Email: firstname.lastname@example.org
Agent of TSRDL Shah Consultancy Services Ltd., 3, Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge, Ahmedabad 380 006. Telefax: 91 79 2657 6038 Email: email@example.com
Share Transfer System:
Documents for transfer of shares in physical form can be lodged with TSR Darashaw Ltd. at its registered address or at any of the above mentioned branch offices or at the office of the Agent of TSRDL. The transfers are normally processed within 10-12 days from the date of receipt, if the documents are complete in all respects
¡ Parikh & Associates, Practicing Company Secretaries have conducted the Secretarial Audit of the Company for the year 2015-16. Their Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act, 2013 and the Rules made there under, Listing Agreements with the Stock Exchanges,
Listing Regulations, applicable SEBI Regulations and other laws applicable to the Company. The Secretarial Audit Report forms part of the Board’s Report.
¡ Pursuant to Regulation 40 (9) of the Listing Regulations, certificates have been issued on a half-yearly basis, by a Company Secretary in practice, certifying due compliance of share transfer formalities by the Company.
¡ A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
Dematerialization of shares and liquidity:
The Company’s shares are compulsorily traded in dematerialized form and are available for trading on both the depositories, viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
Percentage of shares held in physical and dematerialized form as on 31st March, 2016:
Physical form : 1.39%
Electronic form with NSDL : 94.32%
Electronic form with CDSL : 4.29%
The Company’s shares are regularly traded on BSE Ltd. and the National Stock Exchange of India Ltd. in the electronic form.
Outstanding ADRs/ GDRs/ Warrants or any convertible instruments, conversion date and likely impact on equity:
The Company does not have any outstanding ADRs/ GDRs/ Warrants or any convertible instruments. Commodity price risk or foreign exchange risk and hedging activities:
During the year, the Company has managed foreign exchange risk and hedged to the extent considered necessary. Net open exposures are reviewed regularly and covered through forward contracts and Packing Credits in Foreign Currency.
The details of foreign currency exposure are disclosed in Note No. 37 to the Standalone Financial Statements.
(i) GIDC Estate, Plot No.3301, Ankleshwar 393 002, Dist. Bharuch, Gujarat.
(ii) GIDC Estate, Plot No.2808, Ankleshwar 393 002, Dist. Bharuch, Gujarat.
(iii) GIDC Estate, Plot No.3000, Ankleshwar 393 002, Dist. Bharuch, Gujarat.
(iv) C 5/6, MIDC Industrial Area, Phase III, Shivani, Akola 444 104, Maharashtra.
(v) Plot No.D-26, Lote Parashuram, MIDC, Near Hotel Vakratunda, Taluka Khed, Dist. Ratnagiri 415 722, Maharashtra.
(vi) Plot Nos. Z/ 110 and Z/112, Dahej SEZ Part - II, P.O. Lakhigam, Taluka Vagra, Dist. Bharuch 392 130, Gujarat.
Investor correspondence address:
Rallis India Ltd. Secretarial Department 2nd Floor Sharda Terraces Plot No. 65 Sector No. 11 CBD Belapur Navi Mumbai 400 614
TSR Darashaw Ltd. Unit: Rallis India Ltd. 6-10 Haji Moosa Patrawala Industrial Estate 20 Dr. E. Moses Road Mahalaxmi Mumbai 400 011.