27 Apr 2017 | Livemint.com

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Tata Global Beverages Ltd.

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  • BSE Code: 500800
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  • NSE Code: TATAGLOBAL
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Tata Global Beverages Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company's Philosophy on Code of Governance

The corporate governance philosophy of your Company ensures transparency in all dealings and in the functioning of the management and the Board. These policies seek to focus on enhancement of long-term shareholder value without compromising on integrity, social obligations and regulatory compliances. The Company operates within accepted standards of propriety, fair play and justice and aims at creating a culture of openness in relationships between itself and its stakeholders. It has set up a system which enables all its employees to voice their concerns openly and without any fear or inhibition. The corporate governance philosophy of the Company has been further strengthened through the Tata Code of Conduct, Tata Business Excellence Model, Tata Code for Prevention of Insider Trading and Code of Corporate Disclosure policies.

As a global organisation, the corporate governance practices followed by your Company are compatible with international standards and best practices. As a responsible corporate citizen, your Company had established systems to encourage and recognise employee participation and volunteering in environmental and social initiatives that contribute to organisational sustainability, systematic training, learning and personal growth, conservation of energy and other scarce resources, promoting safety and health of its employees and of the neighbouring community etc. These actions have become an integral part of your Company's operating plans and are not meant for building of image or publicity.

2. Board of Directors

a. Composition & Category of Directors

The Company has an optimum combination of executive and non-executive directors including woman directors. As on 31st March, 2016, the Company had 11 directors and the composition of the Board of Directors is given in the table below. The Chairman of the Board is a non-executive director and 81.82% of the Board comprises of non-executive directors. In terms of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, at least 50% of the Board should comprise of non-executive independent directors with at least one woman director. The non-executive independent directors constituted 54.55% of the Board as at 31st March 2016. The Company has three women directors on the Board.

c. Number of board meetings and dates on which held

During 2015-16, the Board met nine times on 30th April, 2015, 28th May, 2015, 6th August, 2015, 14th August, 2015, 29th October, 2015, 5th November, 2015, 14th January, 2016, 10th February, 2016 and 31st March, 2016. The maximum time gap between two board meetings was less than 120 days. Minutes of the meetings of all the Board and Committees are circulated to all the Directors.

d. No director of the Company is related to any other director of the Company.

e. Familiarisation programme for Independent Directors

The Independent Directors have been familiarised with the Company, their roles and responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company etc. The details of familiarisation programmes imparted to the Independent Directors during 2015-16 are put up on the website of the Company and can be accessed at <http://www>. tataglobalbeverages.com/company/leadership/ board-of-directors

f. Code of conduct

Tata Code of Conduct is a comprehensive written code which is applicable to all employees including the Managing and Executive Directors. A separate code of conduct applicable to the Non-Executive Directors was laid down by the Board. Both Tata Code of Conduct and the Code of Conduct for Non-Executive Directors have been posted on the website of the Company and can be accessed at <http://www.tataglobalbeverages.com/company/> leadership/board-of-directors.

The Board of Directors in their meeting held on 14th August 2015 have adopted the revised / refreshed Tata Code of Conduct which came into effect from 7th August, 2015.

In respect of financial year 2015-16, all Board members and Senior Management personnel of the Company have affirmed compliance with the code as applicable to them and a declaration to this effect signed by the Managing Director is published in this Annual Report.

g. Formal letter of appointment to the independent directors

The Company has issued formal letter of appointment to all the Independent Directors on their appointment explaining inter-alia, their roles, responsibilities, code of conduct, functions and duties as directors of the Company. The terms and conditions of appointment of independent directors have been hosted on the website of the Company and can be accessed at <http://www>. tataglobalbeverages.com/docs/default-source/ board-of-directors/terms-and-conditions-of-appointment-of-independent-directors.pdf

h. Separate meeting of independent directors

During the financial year 2015-16, the independent directors met separately without the presence of non-independent directors on 31st March, 2016 in compliance with Regulation 25 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The independent directors at their meeting inter-alia discussed the following:

i. Reviewed the performance of non-independent directors and the Board as a  whole;

ii. Reviewed the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors;

iii. 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 their duties.

3. Audit Committee

a Brief description of terms of reference

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are inter-alia as under:

i. Review of the quarterly and half yearly financial results with the management and the statutory auditors;

ii. Review with the management and statutory auditors of the annual financial statements before submission to the Board;

iii. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;

iv. Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary;

v. Review of the financial reporting process and disclosure of financial information;

vi. Review of the adequacy of the internal audit function;

vii. Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

viii. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;

ix. Review and monitor statutory auditor's independence and performance and effectiveness of audit process;

x. Approval or any subsequent modification of transactions with related parties;

xi. Scrutiny of inter-corporate loans and investments;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review the functioning of the whistle blower mechanism;

xiv. Frame policies in relation to implementation of the Code of Conduct for Prevention of Insider Trading (Code) and supervise its implementation under the overall supervision of the Board;

xv. Reviewing the Company's financial and risk management policies;

xvi. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

b. Composition, names of members and Chairman

As on 31st March 2016, all members of the Audit Committee are Non-Executive Directors and four of them, including the Chairman are Independent Directors. All the members of the Audit Committee are financially literate as defined in Regulation 18 (1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. V Leeladhar is the Chairman of the Audit Committee. He has expert knowledge in banking and financial matters. He was present at the last Annual General Meeting of the Company held on 14th August 2015

c. Meetings and attendance during the year

During 2015-16, seven Audit Committee meetings were held on 27th May 2015, 5th August 2015, 28th October 2015, 5th November 2015, 9th February 2016, 4th March, 2016 and 30th March 2016. The Audit Committee Meetings are attended by invitation by the Managing Director, Executive Director, Chief Financial Officer, Chief Internal Auditor and the Statutory Auditors. The Company Secretary acts as the Secretary of the Audit Committee.

Nomination and Remuneration Committee

a. Brief description of terms of reference

The Board has set up a Nomination and Remuneration Committee. This Committee is inter-alia responsible for:

i. Support the Board in matters related to set up and composition of the Board, its committees and the leadership team including formulation of criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees

ii. Carry out evaluation of every director's performance and support the Board and independent directors , as may be required, in evaluation of the performance of the Board, its committees and individual directors

iii. Support the Board in matters related to remuneration of directors, KMP, executive team and other employees

iv. Extend oversight on the familiarisation programme of directors

v. Extend oversight on the HR philosophy , HR and People Strategy and key HR practices

vi. Recommending to the Board, the remuneration package of Managing and Executive Directors, including their annual increment and incentive remuneration after reviewing their performance

vii. Devising a policy on diversity of board of directors

viii. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal

ix. Whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of independent directors.

b. Composition, name of members and Chairperson

As on 31st March 2016, the Nomination and Remuneration Committee consisted of five directors, all of whom are non-executive directors. Mrs. Ranjana Kumar, Independent Director is the Chairperson of the Committee.

c. Meetings and attendance during the year

The Nomination and Remuneration Committee met twice during 2015/16 on 26th May, 2015 and 31st March, 2016 and the particulars of attendance are mentioned in 4(b) above.

d. Performance Evaluation

Pursuant to the provisions of Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholder Relationship and CSR Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as guidance/ support to management outside Board/ Committee meetings, degree of fulfilment of key responsibilities, effectiveness of meetings etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

e. Remuneration policy

The Company's Remuneration policy for Directors, Key Managerial Personnel and other employees is mentioned in the Directors Report.

The remuneration policy followed by the Company takes into consideration performance of the Company during the year and of the Managing and Executive Directors on certain parameters, such as condition of the industry, achievement of budgeted  targets, growth & diversification, remuneration in other companies of comparable size and complexity, performance of the directors at meetings of the Board and of the Board Committees etc.

5. Remuneration of Directors

a) During the year, there was no pecuniary relationship or transaction between the Company and any of its Non-executive Directors apart from sitting fees and commission.

b) Non-Executive Directors' compensation and disclosures

The non-executive Directors, including Independent Directors, are paid Sitting fees for attending the meetings of the Board and Committees of the Board. With effect from 28th May, 2015, the Company pays a fee of Rs. 30,000 per meeting per director for attending meetings of the Board, Audit, Nomination and Remuneration and Executive Committees (Rs. 20,000 in case of Mr. Cyrus Mistry, Chairman and Mr. Harish Bhat, Director). For meetings of all other Committees of the Board, a sitting fee of Rs. 20,000 per meeting per director is paid (Rs. 15,000 in case of Mr. Cyrus Mistry, Chairman and Mr. Harish Bhat, Director).

Within the ceiling of 1% of net profits of the Company computed under the applicable provisions of the Companies Act, 2013, the Non-Executive Directors including Independent Directors are also paid a commission, the amount whereof is determined by the Board. The basis of determining the specific amount of commission payable to a Non-Executive Director is related to his attendance at meetings, role and responsibility as Chairman/Member of the Board/Committees and overall contribution as well as time spent on operational matters other than at the meetings. The shareholders of the Company had approved payment of commission to the non-executive directors at the Annual General Meeting held on 26th August, 2014, which is valid up to the financial year ended 31st March 2019. No Stock option has been granted to the Non-Executive Directors.

Stakeholder Relationship Committee

a. Name of the Non-Executive Director heading the Committee

As on 31st March, 2016, the Stakeholder Relationship Committee comprised of 3 members. Mr. V. Leeladhar is the Chairman and Mr. S. Santhanakrishnan and Mr. L. KrishnaKumar are the other members of the said Committee.

The Committee held four meetings during 2015-16 on 8th June, 2015, 7th August, 2015, 9th February, 2016 and 30th March, 2016. The representatives of the Registrars are sometimes present at these meetings. The Committee's terms of reference, inter-alia includes consideration and resolving the grievances of shareholders. The Committee also oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement of the quality of investor services as and when need arises

Other Board Committees

The Board has constituted following other Board committees besides the committees mentioned above:

a) Ethics and Compliance Committee:

The Board has constituted an Ethics and Compliance Committee to look into the requirements under Insider Trading Regulations including the Group guidelines on Insider Trading and Tata Code of Conduct. Three meetings of the said committee were held during 2015-16 on 7th August, 2015, 9th February, 2016 and 30th March, 2016. The composition of the Committee and details of attendance by its members at the meetings are given below:

b) Corporate Social Responsibility Committee:

The Board has constituted a Corporate Social Responsibility Committee (CSR) to look into the following:

• Matters specified in Section 135 of the Companies Act 2013 which inter-alia includes:

(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;

(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a);

(c) monitor the Corporate Social Responsibility Policy of the Company from time to time.

• Monitor and provide guidance on Company's policies on environment management, social responsibilities, health & safety, product stewardship, community development, principles of managing branded operations, etc.

• Provide guidance on welfare activities in and around Munnar.

c) Executive Committee

The Board has constituted an Executive Committee to review business and strategy, long term financial projections and cash flows, capital/revenue budgets and capital expenditure programmes, acquisition/divestment, business restructuring proposals, senior management succession planning and any other item that the Board may decide to delegate. No meetings of the said committee were held during 2015-16. However the matters mentioned above were reviewed by the Board from time to time. The composition of the Committee is given below:

d) Risk Management Committee

The Risk Management Committee of the Board of Directors has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's risk management framework. The Company has a comprehensive Risk policy and a Risk Register detailing the risks that the Company faces under various categories like strategic, financial, commercial, operational, IT, legal, regulatory, people, reputational and other risks and these have been identified and suitable mitigation measures have also been formulated. The Risk Management Committee reviews the key risks and the risk register and the mitigation measures periodically.

10. General Shareholder information

a. Annual General Meeting:

Date Wednesday 24th August, 2016

Time 10.30 a.m.

Venue The Oberoi Grand15 Jawaharlal Nehru RoadKolkata – 700 013

Book Closure Period 10th August, 2016 to24th August, 2016(both days inclusive)

Dividend payment date: On or after 26th August, 2016

b. Financial Year : April 1 to March 31

c. Financial calendar

Board Meetings for approval of Tentative dates

Annual Accounts 2015-16 : 24th May, 2016

Financial results for 1st Quarter 2016-17 : Second week of August, 2016

Financial results for 2nd Quarter 2016-17:  Last week of October, 2016

Financial results for 3rd Quarter 2016-17 : Last week of January, 2017 / First week of February, 2017

Annual Accounts 2016-17:  Last week of May, 2017

d. Name and address of each Stock Exchange at which Company Shares are listed and Stock Code :

Name : The Calcutta Stock Exchange Association Limited

Address :7, Lyons Range,Kolkata – 700 001

Stock Code 27 (For Physical); 10000027 (For Demat)

Equity Shares BSE Limited

Address : Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai – 400 001

Stock Code 500800

Name : National Stock Exchangeof India Limited

Address : Exchange Plaza, Plot No. C/1,G Block Bandra Kurla Complex,Bandra (E) Mumbai – 400 051

Stock Code: ‘TATAGLOBAL’

Global Depository Shares Luxembourg Stock Exchange London Stock Exchange

Dematerialisation

Name National Securities Depository Limited

Address Trade World, 5th Floor, Kamla Mills CompoundSenapati Bapat Marg, Lower Parel, Mumbai 400 013

ISIN: INE 192A01025

Name:  Central Depository Services Limited

Address : 17th floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 023

ISIN: INE 192A01025

Listing Fees

Annual listing fees for 2016-17 has been paid to all the Stock Exchanges where the securities of the Company are listed

g. Registrar & Transfer Agents:

Registered office:

TSR Darashaw Limited 6-10 Haji Moosa Patrawala Ind. Estate 20 Dr. E Moses Road, Mahalaxmi Mumbai - 400 011 Telephone: 022-66568484 Fax: 022-66568494

Website: www.tsrdarashaw.com E-mail : csg-unit@tsrdarashaw.com

Branch Offices at : South

TSR Darashaw Limited. 503, Barton Centre, 5th Floor 84, Mahatma Gandhi Road, Bangalore - 560 001 Tel: 080-25320321 Fax: 080-25580019 E-mail: tsrdlbang@tsrdarashaw.com

East

TSR Darashaw Limited. Tata Center, 43, J L Nehru Road, Kolkata - 700 071 Tel: 033-22883087 Fax: 033-22883062 E-mail: tsrdlcal@tsrdarashaw.com

TSR Darashaw Limited. Bungalow No. 1 'E' Road, Northern Town, Bistupur Jamshedpur - 831 001 Tel: 0657-2426616 Fax: 0657-2426937 E-mail: tsrdljsr@tsrdarashaw.com

North

TSR Darashaw Limited. 2/42 Sant Vihar, Ansari Road, Daryaganj New Delhi - 110 002

Tel: 011-23271805 Fax: 011-23271802 E-mail: tsrdldel@tsrdarashaw.com

Agent of the Registrar:

Shah Consultancy Services Limited

3, Sumathinath Complex, Pritam Nagar, Akhada Road, Ellisbridge, Ahmedabad - 380 006 Telefax : 079-26576038 E-mail:shahconsultancy8154@gmail.com

The Registrars can be contacted between 10 a.m. and 3.30 p.m. on any working day (Monday to Friday, excluding bank holidays)

Shareholders’ Relation Cell

Contact Person Mr. V Madan, Vice-President & Company Secretary

Address : Tata Global Beverages Limited“ Kirloskar Business Park”4th Floor,  Block “C”, New Air Port Road, Hebbal, Bangalore – 560 024

Contact details Tel: 080-67171200Fax: 080-67171201Website: www.tataglobalbeverages.comE-mail:investor.relations@tgbl.com

Contact Person : Ms. Deepika Srivastava Manger-Legal and Secretarial

Address : Tata Global Beverages Limited “Kirloskar Business Park”4th Floor, Block “C”, New Air Port Road, Hebbal, Bangalore – 560 024

Contact Person : Tel: 080-67171200 Fax: 080-67171201 Website: www.tataglobalbeverages.com E-mail:investor.relations@tgbl.com

Contact Person : Mr. Gautam Mukherjee Tata Global Beverages Limited

Address : 1, Bishop Lefroy Road, Kolkata – 700 020

Contact Person : Tel: 033-22836917 Fax: 033-22833032

Shareholders' Relation Cell:

h. Share transfer system

Shares in physical form for transfer, should be lodged with the office of the Company's Registrar & Share Transfer Agent, TSR Darashaw Limited, Mumbai or at their branch offices at the addresses given above or at the registered office of the Company. The transfers are processed if technically found to be in order and complete in all respects. As per directives issued by SEBI, it is compulsory to trade in the Company's equity shares in dematerialised form.

j. Dematerialisation of shares and liquidity

The process of conversion of shares from physical form to electronic form is known as dematerialisation. For dematerialising the shares, the shareholders should open a demat account with a Depository Participant (DP). The shareholder is required to fill in a Demat Request Form and submit the same along with the original share certificates to his DP. The DP will allocate a demat request number and shall forward the request physically and electronically through NSDL/CDSL to Registrar & Transfer Agent. On receipt of the demat request both physically and electronically and after verification, the shares are dematerialised and an electronic credit of the shares is given in the account of the shareholder.

k. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

As on 31st March, 2016, the outstanding Global Depository Shares were 2,34,19,020. The GDSs are convertible into fully paid equity shares on 1:1 basis. The underlying shares against the outstanding GDSs have been allotted in the name of the Depository. There is no ADR or convertible instrument outstanding as on 31st March, 2016.

l. Commodity price risk or foreign exchange risk and hedging activities

Tea is a multi harvest agricultural commodity and is sold through public auction or by private treaty. Price levels reflect supply/demand position and as an agricultural crop, supply/demand balance may change quickly when weather conditions are adverse. To manage supply risk the Company spreads its buying between public auction and private treaties.

Cyclical swings in coffee commodity markets are common and the most recent years have been especially volatile for the price of coffee. Increases in the cost of green coffee could reduce our gross margin and profit. Your Group has a robust framework in place to protect its interests from risks arising out of market volatility. Based on market intelligence and continuous monitoring, the sales and procurement teams take appropriate strategy to deal with such market volatility.

Volatility in currency exchange movements like RUB, CAD, USD, GBP and AUD can pose challenges to the Company's operations through earnings dilution. The Company has established currency hedging policies and practices to manage these risks.

m. Plant locations

1. Bangalore Packeting centre Survey No. 14/4, A2 & 14/5, NH 4, Bangalore Tumkur Road, Malonagathi Hally,

T. Begur Post, Nelamangla Taluk, Bangalore Rural District, Karnataka – 562123

2 Periakanal Estate PO Munnar, Dist. Idukki, Kerala – 685612

3 Pullivasal Estate & Packeting centre PO Munnar, Dist. Idukki, Kerala – 685612

4 Instant Tea Operations (including Nullatani factory) Post Box no. 3, Idukki district, Munnar, Kerala – 685612

5 Tetley (Tea Bag) Division 73/74 KPK Menon Road; Willingdon Island, Kochi, Kerala – 682 003

6 Mineral Water Plant Village Dhaula Kuan, District Sirmour, Himachal Pradesh – 173 025

In addition to the above locations, the Company also operates through third party contract manufacturers at several locations

n. Address for correspondence

Given against 10(g) above

11. Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund (IEPF)

Pursuant to Sections 205A and 205C of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 2013, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of 7 years from the date they became due for payment, have been transferred to the IEPF established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred prior to 31st March, 2016, nor shall any payment be made in respect of such claims. Shareholders who have not yet encashed their dividend warrants pertaining to the dividend declared in the financial year 2008-09 and/or any subsequent years are requested to make their claims without any delay to the Registrars.

12. Other disclosures

a Disclosures on materially significant related party transactions that may have potential conflict with the interest of company at large:

Details of transactions with the related parties as specified in Accounting Standard 18 have been reported in the Financial Statements. There was no transaction of a material nature with any of the related parties which was in conflict with the interest of the Company.

b Details of non-compliance by the Company,  penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years:

There was no such instance in the last three years.

c Whistle-blower policy and affirmation that no personnel has been denied access to the Audit Committee:

The Board has approved a whistle-blower policy/ vigil mechanism which have been communicated to the employees. The policy provides a mechanism for employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of Company's code of conduct and provides safeguards against victimisation of employees who avail the mechanism.

The policy permits reporting any concern relating to financial/accounting matters and employees at the levels of Vice-Presidents and above as also the Ethics counsellors directly to the Chairman of the Audit Committee.

For all other matters the concern can be reported to the Ethics counsellor of the Company. The policy with the name and address of Chairman of the Audit Committee has been circulated to the employees. No employee has been denied access to the Chairman of the Audit Committee.

The whistle Blower policy can be accessed at <http://> www.tataglobalbeverages.com/docs/default- source/Investor-Governance-PolicyVwhistle-blower-policy-and-vigil-mechanism-.pdf?sfvrsn=0

d Details of compliance with mandatory  requirements and adoption of the non-mandatory requirements:

The Company is compliant with all the mandatory requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement for 2015-16.

The following non-mandatory requirements under Part E of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent they have been adopted are mentioned below:

• The Statutory financial statements of the Company are unqualified.

• The Company has separate posts of Chairman  and CEO.

• The Internal Auditors of the Company make presentations to the Audit Committee on their reports.

e Web link where policy for determining 'material' subsidiaries is disclosed: <http://www.tataglobalbeverages.com/docs/default-> source/Investor-Governance-Policy-/policy-on- subsidiary.pdf?sfvrsn=0

f Web link where policy on dealing with related party transactions is disclosed: <http://www.tataglobalbeverages.com/docs/> default-source/default-document-library/policy-on-related-party8b14b6881a2368caa65dff02001c5be1. pdf?sfvrsn=0

g Disclosure of commodity price risks and commodity hedging activities: Given in 10 (l)

h Compliance with Accounting Standard:

In the preparation of the financial statements, the Company has followed the Accounting Standards specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard 30 on Financial Instrument to the extent it does not contradict with any other Accounting Standard. The significant accounting policies which are consistently applied have been set out in the notes to the financial statements.

i Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) of Schedule V (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: NIL.

j Extent to which the discretionary requirements specified in Part E of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been adopted: Covered in 12 (d).

k Disclosure with respect to demat suspense account/ unclaimed suspense account: Not Applicable.

l Name of the Debenture Trustees (in respect of 3,250 Secured Redeemable Non-Convertible Debentures of Rs. 10,000 each) with their contact details:

(Pursuant to Regulation 53 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

SBICAP Trustee Company Limited Apeejay House, 6th Floor 3, Dinshaw Wachha Road Churchgate, Mumbai 400 020 Tel: 022 4302 5555; Fax: 022- 2204 0465.

 m The Company has duly complied with the requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13) Related Party Transactions

All transactions entered in to with related parties as defined under the Companies Act, 2013, Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement during the financial year 2015-16 were in the ordinary course of business and on arm's length pricing basis and do not attract provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of Company. Suitable disclosures as required by Accounting standard (AS 18) have been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which can be accessed at the

Company website link <http://www.tataglobalbeverages>. com/docs/default-source/default-document-library/policy-on-related-party8b14b6881a2368caa65dff02001c5be1. pdf?sfvrsn=0

14) Subsidiary Companies

The Company does not have any material non-listed Indian subsidiary whose income or net worth exceeds 20% of the consolidated income or net worth respectively of the Company in the immediately preceding accounting year. However, in line with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy to determine a material subsidiary has been framed and the same may be accessed on the Company's website at the link <http://www>. tataglobalbeverages.com/docs/default-source/Investor-Governance-Policy-/policy-on-subsidiary.pdf?sfvrsn=0 . The minutes of the Board meetings of unlisted subsidiary companies are placed in the Board meetings of the Company.

15) Insider Trading Regulations

After the Securities and Exchange Board of India had amended the Insider Trading Regulations in January 2015, which came into effect from 14th May, 2015, the Company has suitably revised the Tata Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure practices which your Company has adopted. This code of conduct is applicable to all Directors, such identified employees of the Company who are expected to have access to unpublished price sensitive information relating to the Company and other connected persons. Mr. John Jacob, Chief Financial Officer of the Company, is the compliance officer for the purpose of these regulations.

16) Certificate on Corporate Governance

A Compliance certificate from Dr. Asim Kumar Chattopadhyay, Practicing Company Secretary pursuant to Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding compliance of conditions of corporate governance is attached.

On behalf of the Board of Directors

Cyrus P Mistry

Chairman

Date : 24th May 2016

Place : Mumbai