27 Apr 2017 | Livemint.com

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Sundram Fasteners Ltd.

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Sundram Fasteners Ltd. Accounting Policy

Corporate Governance Report

1. Company's Philosophy on Code of Governance

The Company, in line with TVS philosophy, truly believes in independence, responsibility, transparency, professionalism, accountability and code of ethics, which are the basic principles of corporate governance. The Company always stressed in achieving optimum performance at all levels by adopting and adhering to best corporate governance practices. The Company has always focused on corporate governance as a means to maximize long-term stakeholders' value through disciplined and sustained growth and value creation.

The Company always strives hard to achieve establishment of internal controls and risk management; internal and external communications; and high standards of safety, health and environment management, accounting fidelity, product and service quality. The Company also believes that for a Company to succeed, it must consistently maintain commendable standards of corporate conduct towards its employees, customers, society and other stakeholders.

2. Board of Directors

Composition of the Board

The Board consists of Eleven Directors. The Board comprises Executive and Non-Executive Directors. The Chairman and Managing Director, Joint Managing Director and Deputy Managing Director hold Executive positions. There are eight Non-Executive Directors, of whom six are independent. The Non-Executive Directors, use independent judgment in the Board deliberations and decisions.

The Company immensely benefits from the professional expertise of the independent Directors in their capacity as Independent Professional / Business Executives and through their invaluable experience in achieving corporate excellence.

The Company has no pecuniary relationship / transaction with any of the Non-Executive Directors other than those disclosed elsewhere in this Annual Report.

None of the Directors is a member of more than ten Board-level Committees or Chairman of more than five such Committees, as required under Regulation 26 of the SEBI Listing Regulations, 2015, across all companies in which they are directors. None of the Independent Directors are whole-time directors of any listed entity.

Number of Board Meetings

The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Board Committees in order to facilitate and assist the Directors to plan their schedules for the meetings.

There were seven Board Meetings during the year ended 31st March 2016, which were on 29th May 2015, 14th August 2015, 2nd November, 2015, 18th January, 2016, 4th February, 2016, 9th March, 2016 and 31st March, 2016. The maximum interval between any two meetings was not more than 100 days.

Disclosure on relationships between directors inter se

Sri Suresh Krishna, Chairman and Managing Director is the father of Ms Arathi Krishna, Joint Managing Director and Ms Arundathi Krishna, Deputy Managing Director. He is also the brother of Sri K Ramesh, Director.

The Company has not issued any convertible instruments

Familiarisation programme

Senior management personnel of the Company brief the Board Members on a periodical basis, about the industry in which the company operates, business model, operations of the Company, plans, strategy, risks involved, new initiatives, etc. and seek their opinions and suggestions on the same. Also, the Directors are briefed on their specific roles, rights, responsibilities and duties that may arise during the meeting and also through various instances including regulatory and legislative updates from time to time. Any new Director who joins the Board is presented with a brief background of the Company, its operations, customers, products, segmentation, and technological developments.

They are also informed on the following important policies of the Company:-

• The Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015

• Policy on related party transactions, Policy on remuneration, Policy on material events as per Regulation 30 of the SEBI Listing Regulations, 2015

• Policy on material subsidiaries

• Whistle blower policy; and

• Corporate Social Responsibility policy

Factory visits to various plant locations are organised for the Directors to enable them to have insights and understanding of the manufacturing process, business model and operations of the Company.

Details about the familiarisation programme can be accessed at: <http://www.sundram.com/investors.php>

Compliance Reports

The Board of Directors review the compliance reports on applicable laws to the Company during every quarterly meeting.

Succession Plans

The Company has plans in place for orderly succession for appointment to the Board and senior management and the Board is satisfied of such plans.

Code of Conduct

The Board of Directors has laid down a code of conduct for all Board members and senior management of the Company. The code of conduct is available on the website of the Company www.sundram.com . All Board members and senior management personnel have affirmed compliance with the code of conduct. The Code of Conduct has incorporated the duties of independent directors as laid down under the Companies Act, 2013.

Information and Compliance Certificate to the Board

All information as required under Regulation 17 of the SEBI Listing Regulations, 2015, is being made

available to the Board. In terms of the Company’s Corporate Governance Policy, all statutory and materially

significant information are submitted either as a part of the agenda papers well in advance of the Board Meetings, or circulated in the course of the Board Meetings to enable Directors to discharge their responsibilities of strategic supervision of the Company as trustees of the Shareholders.

The Chairman and Managing Director and the Chief Financial Officer have provided compliance certificate to the Board of Directors as specified in Part B of Schedule II of the SEBI Listing Regulations, 2015.

The Company has laid down the procedures to inform the Board of Directors about the risk assessment and minimization procedures. The Board of Directors continuously advises the management on framing and implementing risk management plans and monitors the same.

Prevention of Insider Trading

The Company has framed the Code of Conduct to regulate, monitor and report trading by employees and other connected persons and the Code of Practices and Procedures for fair disclosure of unpublished price sensitive information for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct to regulate, monitor and report trading by employees and other connected persons is applicable to all the Board members / officers / designated persons. The Code ensures the prevention of dealing in shares by persons having access to unpublished price sensitive information.

3. Audit Committee

Brief description of terms of reference

The Terms of Reference / Role of Audit Committee cover the matters specified for Audit Committees under Regulation 18 and Part C of Schedule II of the SEBI Listing Regulations, 2015 as well as in Section 177 of the Companies Act, 2013 which includes, among other things, the following:-

• Oversight of the listed entity's financial reporting process.

• Recommendation for appointment, remuneration and terms of appointment of auditors.

• Reviewing, with the management, the annual financial statements and auditor's report.

• Scrutiny of inter-corporate loans and investments.

• Internal financial controls and risk management systems.

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

• Management discussion and analysis of financial condition and results of operations.

• Reviewing the statement of significant related party transactions.

In addition to the above, the Audit Committee looks into controls and security of the Company's critical IT applications, the internal and statutory audit reports of all units / divisions and reviews deviations, if any.

Composition of Audit Committee of the Board

The Audit Committee consists of Sri R Srinivasan, Sri V Narayanan and Sri R Ramakrishnan, all non-executive independent Directors of the Company with Sri R Srinivasan as its Chairman.

Meetings and the attendance record of Committee Members

The Audit Committee met six times during the year on 29th May 2015, 13th August 2015, 02nd November, 2015, 18th January 2016, 04th February, 2016 and 31st March, 2016.

Sri Suresh Krishna, Chairman and Managing Director, Ms Arathi Krishna, Joint Managing Director and Ms Arundathi Krishna, Deputy Managing Director are permanent invitees. Sri V G Jaganathan, Secretary, was the Secretary of the Committee, till 31st March, 2016.

Sri V G Jaganathan, Chief Financial Officer & Company Secretary, has retired on 31st March, 2016. Sri S Meenakshisundaram is the Chief Financial Officer effective 4th April, 2016. Sri R Dilip Kumar is the Vice President - Finance & Company Secretary effective 4th April, 2016.

Sri S Meenakshisundaram, President - Finance (CFO effective 4th April, 2016) and Sri V V S Ramakrishnan, General Manager - Internal Audit are invited to attend and participate at meetings of the Committee. The Statutory Auditors are invited to attend and participate at the meetings of the Committee. The Chairman of the Audit Committee was present at the Annual General Meeting held on 21st August, 2015.

All information as required under Part C of Schedule II of the SEBI Listing Regulations, 2015, are being made available to the Committee.

4. Nomination and Remuneration Committee

Brief description of terms of reference

The NRC at its meeting held on 4th February, 2015 has approved the Remuneration policy incorporating the decisions taken earlier in the meeting. The scope of the said policy and terms of the reference of NRC is as per Section 178 of the Companies Act, 2013 and Part C of Schedule II of the SEBI Listing Regulations, 2015, which includes the following matters:-

• The criteria which a person should possess to be considered eligible for appointment as an Independent Director or senior managerial personnel

• Evaluation criteria for performance evaluation of independent directors

• The criteria for determining qualifications, positive attributes and independence of a director

• Remuneration for the directors

• Remuneration for the key managerial personnel (i.e. Managing Director, Whole-time Director, Manager, CEO, CFO and Company Secretary); and

• Remuneration of senior management personnel and other employees

The Nomination and Remuneration Committee (NRC) decides the remuneration of the Executive Directors viz. Chairman and Managing Director, Joint Managing Director and Deputy Managing Director, subject to approval of Shareholders and Central Government, wherever applicable.

The non-Executive Directors are paid sitting fees as approved by the Board of Directors and as permitted under the relevant statutory provisions for every Board / Committee meeting attended by them.

Composition of Nomination and Remuneration Committee (NRC)

The NRC consists of Sri Suresh Krishna, Chairman and Managing Director, Sri V Narayanan, Sri R Srinivasan, and Sri C V Karthik Narayanan, non-executive independent Directors with Sri V Narayanan as the Chairman of the Committee.

Meetings and attendance record of Committee Members

The Committee met two times during the financial year on 29th May, 2015 and 31st March, 2016. All the members attended the meeting. The Chairman was present during the AGM held on 21st August, 2015.

Performance Evaluation

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors and other directors, Board of Directors and Committees of the Board of Directors. The criteria for performance evaluation encompass the following areas relevant to their functioning as independent directors or other directors, member of Board or Committees of the Board.

• Composition of the Board and committees

• Frequency of meetings and administration of meeting

• Attendance to the Board and Committee meetings, and active participation thereof

• Flow of information to the board

• Experience and competencies, performance of specific duties and obligations, disclosure of information to stakeholders

• How their performance is reflected in the overall engagement of the Board and its Committees with the Company

The Board of Directors carry out the performance evaluation of independent directors and the director who is subject to evaluation does not participate during his evaluation.

Policy on Board Diversity

The NRC also approved the Policy on Board diversity appropriate to the business requirements of the Company covering the following -

• Optimum combination of Executive Directors, Non-Executive Directors and Independent Directors

• The recommendatory requirement for each of the directors to possess functional diversity.

• Role of nomination and remuneration committee to ensure that the Policy on Board diversity is considered while recommending the appointment of new directors on the Board of the company.

• Review of the policy at such intervals including the assessment of the effectiveness of the policy.

5. Corporate Social Responsibility Committee (CSRC)

Composition of Corporate Social Responsibility (CSR) Committee

The 'Corporate Social Responsibility Committee' comprises of Sri Suresh Krishna, Chairman and Managing Director, who is the Chairman of the Committee, Ms Arathi Krishna, Ms Arundathi Krishna and Sri R Ramakrishnan as members.

Sri V G Jaganathan, Chief Financial Officer & Company Secretary, was the Secretary of the Committee, till 31st March, 2016. Sri R Dilip Kumar, Vice President - Finance & Company Secretary is the Secretary of the Committee effective 4th April, 2016.

Meetings and attendance record of Committee Members

The Committee met once on 20th May, 2015 during the financial year ended 31st March, 2016. Except Ms Arundathi Krishna, the remaining members attended the meeting.

The Corporate Social Responsibility Committee recommends to the Board Corporate Social Responsibility Policy and the CSR initiatives and it also monitors implementation of the activities undertaken as per the policy.

6. Stakeholders' Relationship Committee

The 'Stakeholders' Relationship Committee' comprises of Sri R Ramakrishnan, non-executive director as the Chairman of the Committee. Sri Suresh Krishna and Sri Venu Srinivasan are Members of the Committee. The Committee deals inter alia with redressal of investors/shareholders complaints relating to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

Sri V G Jaganathan, Chief Financial Officer and Company Secretary was the Compliance Officer of the Company, till 31st March, 2016. Sri R Dilip Kumar, Vice President - Finance & Company Secretary is the Compliance Officer effective 4th April, 2016.

During the year, 2 complaints were received from shareholders / investors and other agencies, all of which have been resolved to the satisfaction of the shareholders. There are no pending complaints as at 31st March, 2016.

7. Finance Committee

Composition of Finance Committee of the Board

The Finance Committee consists of Sri Suresh Krishna, Chairman and Managing Director, Ms Arathi Krishna, Joint Managing Director and Ms Arundathi Krishna, Deputy Managing Director with Sri Suresh Krishna as its Chairman.

Meetings and the attendance record of Committee Members

The Finance Committee met six times during the year on 30th June, 2015, 4th September, 2015, 22nd September, 2015, 11th November, 2015, 30th December, 2015 and 22nd March, 2016. The members of Finance Committee attended all the meetings during the year under review.

Sri V G Jaganathan, Chief Financial Officer & Company Secretary, was the Secretary of the Committee, till 31st March, 2016. Sri R Dilip Kumar, Vice President - Finance & Company Secretary is the Secretary of the Committee effective 4th April, 2016.

The Finance Committee consider and approve borrowings, banking related matters, authorization to executives to sign documents on behalf of the Company for statutory purposes.

8. Strategy Committee

The Board of Directors on June 10, 2015, constituted "Strategy Committee" to perform an advisory role to the Board in line with the terms of reference, having regard to the dynamic and ever changing business environment and also the long term growth imperatives of the company

Brief description of terms of reference:-

i. Development of new manufacturing strategies.

ii. Assessment of key competitive strengths and weaknesses and suggest strategies for continuous improvement.

iii. Acquisitions including expansion of or exit from existing lines of business or entry into new lines of business, including collaborations and joint ventures.

Composition of Strategy Committee of the Board

The Strategy Committee consists of Sri Suresh Krishna, Chairman and Managing Director, Ms Arathi Krishna, Joint Managing Director, Ms Arundathi Krishna, Deputy Managing Director, Sri R Srinivasan and Sri B Muthuraman, non-executive Directors, with Sri B Muthuraman as its Chairman.

Meetings and the attendance record of Committee Members

The Strategy Committee met three times during the year on 14th August, 2015, 5th October, 2015 and 4th February, 2016. The attendance of each Member of the Committee is given below:

Sri V G Jaganathan, Chief Financial Officer & Company Secretary, was the Secretary of the Committee, till 31st March, 2016. Sri R Dilip Kumar, Vice President - Finance & Company Secretary is the Secretary of the Committee effective 4th April, 2016.

9. Risk Management Committee

The Company is not required to constitute a Risk Management Committee, as the Company would fall outside the purview of the provisions of Regulation 21(5) of the SEBI Listing Regulations, 2015.

10. Related Party Transactions

The Company has formulated Related Party Transactions Policy. All related party transactions are carried out in line with Related Party Transaction (RPT) Policy and as per the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015. All RPTs are approved by the Audit Committee. The Audit Committee has laid down the criteria for granting omnibus approvals in line with the RPT Policy. During the year under review, the requirement to approve shareholders' approval for RPT did not arise.

Prior approval of the Audit Committee is obtained for related party transactions. Where the related party transactions cannot be foreseen, omnibus approval of the Audit Committee is obtained. The Audit Committee has lay down the criteria for granting the omnibus approval, which has been duly approved by the Board pursuant to the Companies (Meetings of Board and its Powers) Second Amendment Rules, 2015. The Audit Committee and the Board are presented with the details of related party transactions on a quarterly basis.

Transactions where Directors may have a pecuniary interest

All details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board and the Audit Committee and the interested Directors neither participate in the discussion, nor do they vote on such matters. In matters other than those involving pecuniary interest, the Directors are considered to be interested to the extent of their shareholding in the Company.

11. Corporate governance requirements with respect to subsidiary of the company and compliance thereto

None of the Company's subsidiary is a material subsidiary during the year under review. The Audit Committee reviews the financial statements including the investments made by the unlisted subsidiary companies. The minutes of the board of directors of the unlisted subsidiary companies are provided to the Board of Directors of the Company as a part of the board meeting agenda notes.

12. Independent Directors and compliance of their obligations

All the independent directors have fulfilled their obligations as specified under Regulation 25 of the SEBI Listing Regulations, 2015.

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 4th February, 2016 to review the frequency and procedures for conducting the separate meetings of the Independent Directors, to review the performance of Non-independent Directors (including the Chairman and Managing Director) and the Board as whole, taking into account the views of executive and non-executive directors. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Attendance of the Independent Directors present at the meeting

Sri V Narayanan, Sri R Srinivasan, Sri R Ramakrishnan, Sri C V Karthik Narayanan, Sri M Ragupathy and Sri B Muthuraman are the Independent Directors of the Company as on 31st March, 2016. All the Independent Directors attended the meeting.

13. Compliance of obligations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Directors and Senior management have complied with the obligations specified under Regulation 26 of the SEBI Listing Regulations, 2015 relating to the limit of the committees on which a Director may serve in all public limited companies, affirmation of compliance with the code of conduct, disclosures relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the Company at large.

14. Means of Communication

• The quarterly, half yearly and annual results are published in widely circulating national and local dailies such as Business Line, Business Standard, The Economic Times (in English) and Makkal Kural (in Tamil). These are not sent individually to the shareholders.

• The financial results are displayed on the website of the Company - www.sundram.com  and also in the websites of BSE Limited and National Stock Exchange of India Limited. The Company's website also displays official press releases.

• The Company has not made any presentation to institutional investors or to analysts.

15. General Shareholder Information

a Annual General Meeting Date, Time and Venue

Friday, 19th August, 2016, 10.00 a.m.

The Music Academy - T T Krishnamachari Auditorium (Main Hall), 168, TTK Road, Royapettah, Chennai 600 014

b Financial calendar

April 2016 to March 2017

• First Quarter Results - on or before 15th August, 2016

• Second Quarter/Half-yearly Results - on or before 15th November, 2016

• Third Quarter Results - on or before 15th February, 2017

• Annual Results for the year ending 31st March 2017 - on or before 30th May, 2017

c Dividend Payment date for dividends declared during FY 2015-2016

1st Interim Dividend -Paid on 24th November, 2015

2nd Interim Dividend -Paid on 28th March, 2016

d Name and address of Stock Exchange(s) at which company's shares are listed

The Equity Shares of the Company are listed on the following Stock Exchanges:

BSE Limited (BSE)

1st Floor, New Trading Ring, Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai - 400 001

National Stock Exchange of India Limited (NSE)

Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

The Company has paid the annual listing fees due to the Stock Exchanges for the financial year 2016 - 17.

e Stock Code

Code: 500 403 - BSE Ltd (BSE)

SUNDRMFAST - National Stock Exchange of India Ltd

f Disclosure on suspension of trading

Not applicable

g. Registrars and Transfer Agents (acting as common agency) for all investor servicing activities relating to both electronic and physical segments)

Integrated Enterprises (India) Limited,

Kences Towers,  2nd Floor, No. 1, Ramakrishna Street, North Usman Road,  T Nagar, Chennai 600 017 

Telephone: +91 44 28140801 - 803  Fax : +91 44 28142479, 28143378  E-Mail : srirams@integratedindia.in

Investor Contacts: 

Mr. Suresh Babu, Vice President 

Mr. S. Sriram, Deputy General Manager

h Share Transfer System

All the transfers in physical form are processed by the Company's Registrar and Share Transfer Agent, Integrated Enterprises (India) Limited (IEIL). Share transfer / Remat requests are processed within the timelines stipulated by SEBI. Demat requests are processed within a period of 10 days from the date of receipt.

The Company's Registrar and Share Transfer Agent, Integrated Enterprises (India) Limited (IEIL) has adequate infrastructure to process the share transfers. The Board has delegated the power to approve transfer of shares, transmission of shares, transposition of shares, consolidations of shares, split of shares, change of name, issue of new share certificates in lieu of old / mutilated certificates, dematerialization of shares, rematerialisation of shares, settlement of claims from unclaimed suspense account ("Transactions") and rejection of the said transactions on technical grounds, to the authorized officers of the Company (delegated authority). The delegated authority attends to the above transactions at such intervals as may be required. Later, Stakeholders' Relationship Committee and the Board takes on record the approved transactions.

i. Dematerialisation of Shares and liquidity

Shares of the Company can be held and traded in electronic form. As stipulated by SEBI, the shares of the Company are accepted in the Stock Exchanges for delivery compulsorily only in dematerialized form.

97.86% of total equity capital (including holding of promoter companies) is held in dematerialized form with NSDL and CDSL as on 31st March 2016.

The volume of shares traded during FY 2015-2016:-

j Outstanding GDRs/ADRs/ Warrants or any convertible instruments

Not issued.

k Commodity Price Risk or foreign exchange risk and hedging activities

As per the directive from the Board of Directors, all foreign currency loan repayments falling due within a period of one year are hedged. The export receivables are hedged based on the currency movements - USD / INR on a case to case basis.

The Company mitigates its major raw material Steel Price risks with the select suppliers by entering into long-term supply contracts.

l Plant Location

Tamil Nadu

1) Padi, Chennai 600 050, Chengleput District

2) Harita, Hosur 635 109, Krishnagiri District

3) Krishnapuram, Aviyur 626 160, Virudhunagar District

4) Mittamandagapet Village 605 106, Villupuram District

5) Velappanchavadi, Chennai 600 077

6) SIPCOT Industrial Complex, Gummidipoondi 601 021

7) Auto Ancillary SEZ, Mahindra World City, Natham Sub Post, Chengleput, Kancheepuram District 603 002

Puducherry (Pondicherry)

8) Korkadu, Nettapakkam Commune, Bahur Taluk

Puducherry 605 110

Andhra Pradesh

9) Bonthapally Village 502 313, Medak District

Uttarakhand

10) Pantnagar, Integrated Industrial Estate Rudrapur, Dist. Udam Singh Nagar Uttarakhand 263 153

Address for Correspondence

Sri R Dilip Kumar

Vice President - Finance & Company Secretary

Sundram Fasteners Limited

98A, 7th Floor, Dr Radhakrishnan Salai Mylapore, Chennai 600 004

Telephone: +91-44-28478500 Extn. : 236 / 213 Fax: +91-44-28478510

Exclusive E-mail id for redressal of investor complaints

E-mail: investorshelpdesk@sfl.co.in Website - www.sundram.com

Shareholders holding shares in electronic form should address all their correspondence relating to change in address / instructions regarding dividend etc. to their respective  Depository Participant (DP).

18. OTHER DISCLOSURES

Materially significant related party transactions during the year ended 31st March 2016:

There were no materially significant related party transactions made by the Company with its Promoters, their subsidiaries, Directors or Management or relatives etc. that may have potential conflict with the interests of the Company at large. All the related party transactions were at arm's length basis were in the ordinary course of business.

The Company's policies on Material Subsidiaries and Related Party Transactions are available on the website under the following web link: <http://> www.sundram.com/investors.php

Details of non-compliances during last three years

There were no instances of non-compliance by the Company, penalties, and strictures imposed on the Company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during the last three years.

The Company has complied with all matters relating to the capital market and the SEBI Listing Regulations, 2015. The Company has complied with all mandatory requirements. Adoption of non-mandatory requirements is provided under Note No. 20 of this report.

Whistle Blower Policy (Vigil Mechanism)

The Company has a Vigil Mechanism through a Whistle Blower Policy. The policy enables stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices, if any, reporting of concerns by directors and employees about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy or any other genuine concerns or grievances, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee. No personnel has approached the Audit Committee till date.

Details about the Whistle Blower Policy can be accessed at: <http://> www.sundram.com/investors.php

Disclosure on Commodity price risks and commodity hedging activities

The Company mitigates its major raw material steel price risks with the select suppliers by entering into long-term supply contracts. As the Company is a Net Foreign Exchange earner, there is a natural hedge against risks associated with commodity imports.

19. COMPLIANCE OF CORPORATE GOVERNANCE CONDITIONS

The Company has complied with the requirements of corporate governance report as specified in Schedule V of the SEBI Listing Regulations, 2015. The Company has submitted the quarterly compliance report on corporate governance to the stock exchanges within fifteen days from the end of the quarter for all the quarter during the financial year 2015-2016.

20. DISCLOSURE ON NON-MANDATORY REQUIREMENTS

The Board

The Chairman of the Company is also an Executive Director (Chairman and Managing Director). Hence, disclosure under this head does not arise.

Shareholder Rights - Quarterly/Half yearly/Annual results

The quarterly / half yearly/annual results, after they are taken on record by the Board of Directors, are forthwith sent to the Stock Exchanges with whom the Company has listing arrangements. The results, in prescribed proforma, are published in Business Line, Business Standard, The Economic Times (English) and Makkal Kural (Tamil) newspapers.

Audit Qualification

There is no audit qualification with regard to financial statements in the Auditors' Report or qualification or adverse remark by the Company Secretary in Practice in their Secretarial Audit Report for financial year 2015-2016.

Separate Posts of Chairman and CEO

The posts of Chairman and Managing Director are held by the same person as permitted by the Articles of Association.

Reporting of Internal Auditors

The Internal Auditor of the Company reports to the Audit Committee.

21. WEBSITE DISCLOSURES

The following information is disseminated and available on the website under the following web link -<http://> www.sundram.com/investors.php  

• Terms and conditions of appointment of independent directors;

• Composition of various committees of board of directors;

• Code of conduct of board of directors and senior management personnel;

• Details of establishment of vigil mechanism/ Whistle Blower policy;

• Criteria of making payments to non-executive directors are disclosed in annual report;

• Policy on dealing with related party transactions;

• Policy for determining 'material' subsidiaries;

• Details of familiarization programmes imparted to independent directors including the number of programmes attended by independent directors (during the year and on a cumulative basis till date), number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and other relevant details