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Shivalik Bimetal Controls Ltd.

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Shivalik Bimetal Controls Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE (FORMING PART OF DIRECTORS' REPORT FOR THE YEAR 2014-15)

1. Statement on Company's Philosophy on code of Corporate Governance Introduction:

Clause 49 of the Listing Agreement executed with the Bombay Stock Exchange Limited inter alia, lists down various corporate governance related practices and requirements, which listed companies are required to adopt and follow. This Report outlines the governance practices followed by the Company in compliance with the said requirements of the Listing Agreement.

Philosophy on Corporate Governance:

The Corporate Governance philosophy of the Company is driven by the following fundamental principles which ensure:

• conduct of the affairs of the Company in an ethical manner;

• transparency in all dealings;

• highest level of responsibility and accountability in dealing with various stakeholders of the Company;

• compliance with applicable statutes and regulations;

• timely dissemination of all price sensitive information and matters of interest to stakeholders through proper channel.

The Company firmly believes in good corporate governance and endeavors to implement the Code of Corporate Governance in its true spirit. The philosophy of the Company in relation to corporate governance is to ensure transparency in all its operations, make disclosures, and enhance shareholder value without compromising in any way on compliance with the laws and regulations. The Company believes that good governance brings about sustained corporate growth and long-term benefits for stakeholders.

2. Board of Directors

The Board of Directors of the Company has an optimum combination of executive and non-executive directors and is in conformity with clause 49 of the Listing Agreement. The board members possess requisite skills, experience and expertise required to take decisions, which are in the best interest of the Company.

Evaluation of Board Effectiveness

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees, was carried out for the financial year ended 31st March, 2015. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

The Directors expressed their satisfaction with the evaluation process.

Familiarisation Programme

Your Company has put in place a structured induction and familiarisation programme for all its Directors including the Independent Directors. The Company through such programme familiarizes not only the Independent Directors but any new appointee on the Board, with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, operations of the Company, etc. They are also informed of the important policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel and the Code of Conduct to Regulate, Monitor and Report Trading by Insiders, etc.

The Chairman, Managing Director, CFO & Company Secretary, business heads and other senior officials of the Company make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The familiarization programme for Independent Directors in terms of provisions of Clause 49 of the Listing Agreement is uploaded on the website of the Company and can be accessed through the following link:

<https://www.shivalikbimetals.com/images/pdf/familarization-programme-for-independent-directors.pdf>

3. Board Meetings, its Committee Meetings and Procedures

3.1 Board Meetings

During the financial year 2014-15, Four Board Meetings were held on 28th May, 2014, 12th August, 2014, 10th November, 2014 and 11th February, 2015.

4. Board Committees A. Standing Committees

The Company has the following standing committees of the Board: (i) Audit Committee

Composition, Name of Chairman and Members

In terms of Clause 49 of Listing Agreement read with Section 177 of the Companies Act, 2013, during the period under review, an Audit Committee initially, comprised 3 independent non-executive directors viz., Mr. Nirmaljeet Singh Gill, Chairman (having financial and accounting knowledge), Mr. Rohit kapur, Member and Mr. Gurmeet Singh Gill, Member. The quorum of the Committee is two members. The Company Secretary is the Secretary of the Audit Committee.

During the period under review, Mr. Rohit kapur was resigned as a member of the Audit Committee due to pre­occupations and Mr. S. S. Sandhu, Chairman and whole-time Director of the Company inducted as a member of the Audit Committee in place of Mr. Rohit kapur.

The revised Composition w.e.f. 10th November, 2014 is as under:

In terms of Section 177 of the Companies Act, 2013, Clause 49 of Listing Agreement and other applicable provisions, an 'Audit Committee' is comprising 2 independent non-executive directors and one whole-time director viz., Mr. Nirmaljeet Singh Gill (having financial and accounting knowledge), Mr. Gurmeet Singh Gill and Mr. S. S. Sandhu. The quorum of the Committee is two members. The Company Secretary is the Secretary of the 'Audit Committee'.

Objective :

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practice of the Company and its compliance with the legal and regulatory requirements. The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company's financial statements, the appointment, independence, performance and the remuneration of the statutory auditors, the performance of internal auditors and the Company's risk management policies.

Meetings and Attendance during the year

The Audit Committee should meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be either two members or one-third of the members of the audit committee, whichever is greater, but there should be minimum of two independent members present.

During the year under review, four Audit Committee meetings were held on 28th May, 2014, 12th August, 2014, 10th November, 2014 and 9th February, 2015.

The Finance Head and Internal Auditors were present in the Audit Committee Meeting as stipulated in terms of the Listing Agreement. The Company Secretary of the Company acts as the Secretary of the Committee.

Terms of Reference

The terms of reference of the Audit Committee are defined under the relevant provisions of the Companies Act as in force (with effect from the notification of the Companies Act, 2013, governing provisions are contained under section 177 in place of erstwhile section 292A of the Companies Act, 1956) and clause 49 of the Listing Agreement with BSE.

Accordingly, after the commencement of Companies, Act, 2013 the Board in its meeting held on 28th May, 2014 modified the following terms of reference of an Audit Committee.

The Committee has extensive powers and has access to all requisite information of the Company. The role of the Audit Committee includes:

• Review of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and removal of statutory auditors, fixation of audit fee and also approval for payment for any other services.

• Reviewing with the management the financial statements before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Directors' Responsibility Statement as featured in the Board's Report in terms of sub-section (5) of section 134 of the Companies Act, 2013;

- Any changes in accounting policies and practices and reasons thereof;

- Major accounting entries 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;

- Any related party transaction;

- Qualifications in the draft audit report;

• Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Reviewing with management, statutory and internal auditors, the adequacy of internal control systems and internal audit function.

• 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 coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow up thereon.

• 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.

• Discussion with external/ 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.

• Reviewing the Company's financial and risk management policies.

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• Reviewing the functioning of Whistle Blower mechanism in the Company.

• Considering and reviewing matters as specified in Section 177(4) of the Companies Act, 2013.

• Considering such other matters the Board may specify.

• Reviewing other areas that may be brought under the purview of role of Audit Committee as specified in Listing Agreement and the Companies Act, as and when amended.

(ii) Nomination and Remuneration Committee

Pursuant to provisions of Section 178 of the Companies Act, 2013, Clause 49 of the Listing Agreement and Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time and all other applicable provisions. The Board has constituted Nomination and Remuneration Committee in its Board meeting dated 28th May, 2014 in place of existing Remuneration Committee. Such Committee shall determine on behalf of Board and on behalf of the shareholders, the Company's policy governing remuneration payable to the Whole-time Directors as well as the nomination and appointment of Directors. The role of the Nomination and Remuneration Committee also covers such functions and scope as prescribed under section 178 of the Companies Act, 2013 read with allied Rules framed there under.

Composition, Name of Chairman and Members

In terms of section 178 of the Companies Act, 2013, Clause 49 of Listing Agreement and other applicable provisions, a 'Nomination and Remuneration Committee' has been constituted, comprising 3 independent non­executive directors viz., Mr. Nirmaljeet Singh Gill, Chairman (having financial and accounting knowledge), Mr. Rohit Kapur, Member and Mr. Gurmeet Singh Gill, Member. The quorum of the Committee is two members. The Company Secretary is the Secretary of the Nomination and Remuneration Committee.

Terms of Reference of the Committee to the extent applicable, inter alia, includes the following:

• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To devise a policy on Board diversity.

• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.

• To administer, monitor and formulate detailed terms and conditions of the Employees' Stock Option Scheme including, if required :-

o the quantum of options to be granted under Employees' Stock Option Scheme per employee and in aggregate;

o the conditions under which option vested in employees may lapse in case of termination of employment for misconduct;

o the exercise period within which the employee should exercise the option, and that the option would lapse on failure to exercise the option within the exercise period;

o the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;

o the right of an employee to exercise all options vested in him at one time or various points of time within the exercise period;

o the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions, such as rights issues, bonus issues, merger, sale of division and others;

o the granting, vesting and exercising of options in case of employees who are on long leave; and the procedure for cashless exercise of options

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

Meetings and Attendance during the year

During the year under review, two Nomination and Remuneration Committee meetings were held on 30th April, 2014 and 30th March, 2015.

(iii) ' Stakeholders Relationship and Share Transfer Committee' (Previously named as 'Stakeholders Relationship/ Grievance Redressal Committee')

The 'Stakeholders Relationship/ Grievance Redressal Committee' (SR Committee) was initially constituted by the Board on 28th May, 2014 consequent to the dissolution of the 'Share Transfer Committee and Shareholders / Investors Grievance Committee'. The SR Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading. The SR Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

Composition, Name of Chairman and Members

In terms of section 178 of the Companies Act, 2013, Clause 49 of Listing Agreement and other applicable provisions, a 'Stakeholders Relationship/ Grievance Redressal Committee' was constituted, with 3 independent non-executive directors viz., Mr. Nirmaljeet Singh Gill, Chairman (having financial and accounting knowledge), Mr. Rohit Kapur, Member and Mr. Gurmeet Singh Gill, Member. The quorum of the Committee is two members. The Company Secretary is the Secretary of the Committee.

The Board in its meeting held on 10th November, 2014 modified the name of Stakeholders Relationship/ Grievance Redressal Committee as 'Stakeholders Relationship and Share Transfer Committee'.

During the period under review, Mr. Rohit Kapur and Mr. G.S. Gill resigned as a member of the Committee due to pre-occupations and Mr. S. S. Sandhu, Chairman and whole-time Director and Mr. N. S. Ghumman, Managing Director of the Company were inducted as a member of the Committee in place of Mr. Rohit Kapur and Mr. G. S. Gill.

The revised Composition w.e.f. 10th November, 2014 is as under:

In terms of section 178 of the Companies Act, 2013, Clause 49 of Listing Agreement and other applicable provisions a 'Stakeholders Relationship and Share Transfer Committee' is comprising one non-executive director, Mr. Nirmaljeet Singh Gill, Chairman and two whole-time Directors, Mr. S.S. Sandhu and Mr. N.S. Ghumman as member. The quorum of the Committee is two members. The Company Secretary is the Secretary of the 'Stakeholders Relationship and Share Transfer Committee'.

Terms of Reference of the Committee to the extent applicable, inter alia, includes the following:

• Oversee and review all matters connected with the transfer of the Company's securities;

• Approve the issue of the Company's duplicate share / debenture certificates;

• Monitor redressal of investors' / shareholders' / security holders' grievances;

• Oversee the performance of the Company's Registrars and Transfer Agents;

• Recommend methods to upgrade the standard of services to investors;

• Monitor implementation of the Company's Code of Conduct for Prohibition of Insider Trading;

• Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

Meetings and Attendance during the year

During the year under review, two meetings of the Committee were held on 21st April, 2014, and 22nd December, 2014

Details of queries / complaints received from Shareholders / Investors during the year 2014-15

The details of shareholders grievance are as follows:

No. of Complaints received during the year 2

No. of Complaints resolved during the year 2

Pending Complaints at the end of the Financial Year Nil

(iv) Risk Management Committee & Risk Management

The Board of Directors have constituted a Risk Management Committee in their meeting held on 10th November, 2014 and also defined its roles and responsibilities in accordance with the provisions of Clause 49 of the Listing Agreement. The Risk Management Policy is structured so that potential risks may be identified and adequately assessed and reported so that timely and effective mitigation steps can be taken.

After identifying the risks and assessing the level of impact, controls are put in place to mitigate the risk by the officers of the Company who have been identified as "Risk Controllers" and are responsible to control the exposure and balance the impact of risk on a continuous basis.

As required under Clause 49 of the Listing Agreement, the Company has formulated a Risk Management Policy. The Policy is available on website of the Company at <http://www.shivalikbimetals.com/images/pdf/risk->mangement-policy.pdf

During the year under review, one meeting of the Risk Management Committee was held on 30th March, 2015

(v) Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a meeting of the Independent Directors of the Company was held on 11th February, 2015, without the attendance of Non-Independent Directors and members of the management.

7. Corporate Social Responsibility

Pursuant to the Section 135 of the Companies Act, 2013, Schedule VII of the Act, Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable provisions, CSR provisions are not applicable to your Company for the Financial Year 2014-15.

8. Related Party Transactions (RPTs)

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year, 2014-15, were made in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no transactions with related parties which qualify as material transactions under the Listing Agreement. Thus, disclosure in Form AOC-2 is not required.

The Board has adopted Related Party Transactions Policy for determining the materiality of related party transactions and also on the dealings with related parties. This Policy has been displayed on the Company's website at <http://> www.shivalikbimetals.com/images/pdf/related-party-transactions-policy.pdf <http://www.shivalikbimetals.com/images/pdf/related-party-transactions-policy.pdf>. All transactions with related parties during the year were in the ordinary course of business and at arm's length. There are no related party transactions that may have potential conflict with the interest of the Company at large. The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 37 to the standalone financial statements forming part of this Annual Report.

9. Whistle Blower Policy / Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement and displayed at the Company website at <http://> www.shivalikbimetals.com/images/pdf/whistle-blower-policy.pdf . The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

No Person was denied access to the Audit Committee of the Company.

During the period under review there was no complained received by the company under Whistle Blower / Vigil Mechanism

10. Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under Clause 49 of the Listing Agreement. The Code of Conduct has been posted on the website of the Company at <http://www.shivalikbimetals>. com/about-us.phpRs.pageId=8. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31st March, 2015. The declaration to this effect signed by Chairman of the Company forms part of the report.

11. Code of Conduct for Prevention of Insider Trading

In compliance with the SEBI regulation on prevention of insider trading, the company has instituted a comprehensive code of conduct for its Directors, management and staff. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of company, and cautioning them of the consequences of violations.

The code of fair disclosure practices and procedures for unpublished price sensitive information is available at <http://> www.shivalikbimetals.com/about-us.phpRs.pageId=32

The Company also affirms that no personnel have been denied access to the audit committee.

13. Disclosures

(i) Details of transactions with related parties has been reported separately in Note No. 37 of Notes on Financial Statement attached with the financial statement for the year ended 31st March, 2015, in accordance with the requirements of Accounting Standard 18 - 'Related Party Disclosures'.

(ii) The Company has complied with the various requirements of the Stock Exchange, SEBI and other statutory authorities on all matters related to capital markets during the last three years and no penalties or strictures have been imposed on the Company by Stock Exchange, SEBI and statutory authority relating to the above.

(iii) The Company had not made any transactions or pecuniary relationships with the non-executive directors and / or their relatives, promoters, management during the year under review that may have potential conflict with the interests of the company.

(iv) The Company does not have any material listed / unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement.

(v) None of Directors of the Company is related to each other, except Mr. S.S. Sandhu and Mr. D.J.S. Sandhu, who are brothers and Mr. S.S. Sandhu and Mr. D.J.S. Sandhu are brother in law of Mr. N.S. Ghumman.

(vi) In preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India.

(vii) The Management Discussion & Analysis forms part of the Annual Report and includes various matters specified in Clause 49 of the Listing Agreement. Further, no material transaction has been entered into by the Company with the Senior Management Personnel that may have a potential conflict with the interest of the Company at large. The declarations to this effect have been submitted by all the Senior Management Employees.

(viii) The Company has in place a mechanism to inform the Board members about the risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

(ix) The shares of the Company are listed on BSE which provide nationwide access to trade and deal in Company's equity shares across the country. The Company has paid the Annual Listing fee for the financial year 2015-16 to BSE where the shares of the Company continue to be listed.

(x) Your Company has complied with the mandatory requirements of the Clause 49 of the Listing Agreement as applicable to it.

(xi) During the year under review, there was no audit qualification on the Company's financial statements.

(xii) SEBI Complaints Redress System (SCORES) Securities and Exchange Board of India (SEBI) administers a centralised web based complaints redress system (SCORES). It enables investors to lodge and follow up complaints and track the status of redressal online on the website www.scores.gov.in . It also enables the market intermediaries and listed companies to receive the complaints from investors against them, redress such complaints and report redressal.

All the activities starting from lodging of a complaint till its disposal are carried online in an automated environment and the status of every complaint can be viewed online at any time. The Company has registered itself on SCORES and endeavours to resolve all investor complaints received through SCORES or otherwise within 15 days of the receipt of the complaint.

14. Means of Communications

The company's quarterly, half yearly and annual results are regularly submitted to the Stock Exchange in accordance with the Listing Agreement, to enable them to put them on their respective websites. The company also has its website www.shivalikbimetals.com . The financial results are generally published in Financial Express (English) & Jansatta (Hindi) News Papers in terms of Listing Agreement. The Company also have exclusive e-mail ID i.e. investor@shivalikbimetals.com  for investor's to contact the company in case of any information and grievances.

15. MD/CFO Certification

Managing Director and Chief Financial Officer (CFO) Certification, on financial statements is issued pursuant to the provisions of Clause 49 of the Listing Agreement and is annexed to the Corporate Governance report and forms part of the Annual Report.

16. General Shareholders' Information 16.1 Annual General Meeting (AGM)

Date & Time 23.09.2015 at 10.00 a.m.

Venue Regd. Office: Plot No. 16-18, New Electronics Complex, Chambaghat, Distt. Solan (H.P)

16.2 Financial calendar

First quarter : Latest by mid of August, 2015

Second / half yearly : Latest by mid of November, 2015

Third quarter : Latest by mid of February, 2016

Fourth quarter : Latest by end of May, 2016

Annual General Meeting : Latest by end of September, 2016

16.3 Date of Book Closure :

17.09.2015 to 23.09.2015(Both days inclusive)

16.4 Listing on Stock Exchange :

Bombay Stock Exchange Limited, Mumbai (BSE)

16.5 (i) Stock Code : at BSE 513097

(ii) Demat ISIN No. in NSDL and CDSL for equity shares

 : ISIN No.: INE 386D01027

16.7 Share Transfer System

The Company's shares are under demat form. The ISIN Number of the Company is INE 386D01027. Accordingly, the company had established connectivity with the depositories, viz. National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and presently the shares of the company are held both in demat and physical form.

Entire share transfer activities under physical segment are being carried out by Mas Services Limited. The share transfer system consist of activities like receipt of share along with transfer deed from transferees, its verification, preparation of Memorandum of transfers etc. Shareholders are requested to send their transfer registry in demat / physical form and any correspondence in relation thereto to the Company's Registrar and Share Transfer Agent (RTA) duly marked UNIT: SHIVALIK BIMETAL CONTROLS LIMITED at the following address:-

M/s MAS Services Ltd.

T - 34, IInd Floor, Okhla Industrial Area, Phase - II, New Delhi-110020, Tel No.: (91) (11) 26387281, 266387282, Fax: (91) (11) 26387384 Email: info@masserv.com

Pursuant to clause 47-C of the Listing Agreement with Stock Exchanges, certificate on half-yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchange within stipulated time.

16.8 Dematerialisation of shares

Over 95.19% of the Company's paid-up equity share capital has been dematerialised upto 31st March 2015. Trading in equity shares of the Company is permitted only in dematerialised form as per notification issued by the Securities and Exchange Board of India (SEBI).

16.9 Share Capital Reconciliation Audit

During the Financial Year 2014-15, an independent practicing Company Secretary carried out the Share Capital Reconciliation audit on a quarterly basis to reconcile the total admitted equity share capital with National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The secretarial audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. These reports are filed with Stock Exchanges quarterly.

16.11 Outstanding GDR / Warrants and convertible instruments

There are no issue of any GDR / Warrants and other outstanding instruments which are convertible into equity shares of the Company.

16.12 Major Plants / Units Location(s)

Plants Location

Plot No. 16-18, New Electronics Complex, Chambaghat, Distt. Solan (HP)

Head Office:

H-2, 2nd Floor, Suneja Chambers, Alaknanda Commercial Complex, New Delhi -110019

16.13 Address for correspondence

Investor correspondence: For transfers / dematerialisation of shares, payment of dividend of shares, and any other query relating to the shares of the Company.

• For shares held in physical form

M/s MAS Services Ltd.

T - 34, IInd Floor, Okhla Industrial Area, Phase - II, New Delhi-110020,

• For shares held in Demat form

To the Depository Participant concerned

16.14 Electronic Clearing Service (ECS)

The Company avails of ECS facility for distribution of dividend in metropolitan cities in respect of those Shareholders who have opted for payment of dividend through ECS.

16.15 Action required regarding Unclaimed Dividends

Pursuant to Section 124 and 125 of the Companies Act, 2013 and other applicable provisions all unclaimed/ unpaid dividend for the years prior to and including a sum of ^1,90,255/- for the financial year 2006-07 (IInd Interim), H34,514/- for the financial year 2006-07 (Final) and ^1,71,984/- for the financial year 2007-08 (Ist Interim) have been transferred to the Investor Education and Protection Fund (IEPF), established by the Central Government, as applicable.

The Dividend for the undernoted years, if unclaimed for 7 years, will be transferred by the Company to IEPF in accordance with the schedule given below. Attention is drawn that the unclaimed dividend for the financial year 2007-08 (IInd Interim) and 2007-08 (Final) will be due for transfer to IEPF later this year. Communication has been sent by the Company to the concerned Shareholders advising them to lodge their claims with respect to unclaimed dividend.

16.16 Nomination facility of interest to shareholders holding shares in physical form

Shareholders, who hold shares in single name and wish to make/change the nomination in respect of their shares as permitted under Section 72 of the Act, may submit to the Registrar and Transfer Agents, the prescribed Form

SH-13.

16.17 Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 31st Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).