27 Apr 2017 | Livemint.com

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Titan Company Ltd.

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  • BSE Code: 500114
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  • NSE Code: TITAN
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Titan Company Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance is pursuant to Clause 49 of the Listing Agreement and Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (the "Listing Regulations"). The Company has complied with the applicable requirements of the Listing Regulations.

1. CORPORATE GOVERNANCE PHILOSOPHY

Corporate Governance at Titan Company Limited is based on the philosophy of a business enterprise being a Corporate Citizen of the nation in which it operates. The Company strives to maximize satisfaction to its primary stakeholders, i.e. its customers, its employees, its business associates, the communities it significantly operates in and its shareholders. The Company believes in not merely following the laws of the land in letter and spirit but also in some cases going beyond mere compliances and thereby holding out as a beacon to other companies. The vision of the

Company: "To create elevating experiences for the people we touch and significantly impact the world we work in" underpins the Corporate Governance philosophy. The Company realizes that it must disseminate information pertaining to its affairs so that all stakeholders may gain a true understanding of its activities and aspirations. The Company aims at attainment of the highest levels of transparency, accountability and equity in its operations, thus leading to best standards of Corporate Governance. It is the Company's belief that good ethics needs good business sense and our business practices are in keeping with this spirit by following the Tata Code of Conduct thereby maintaining high ethical standards. The Company is a signatory to Global Compact, which has social dimensions to the functioning of the corporate entity within the ecosystem.

2. BOARD OF DIRECTORS

Titan Company Limited was promoted by the Tamilnadu Industrial Development Corporation Limited (TIDCO) and the Tata Group. As on 31st March 2016, the Company had 11 Directors, comprising 10 Non-Executive Directors and 1 Executive Director

CODE OF CONDUCT

Whilst the 'Tata Code of Conduct' is applicable to all Whole-time Directors and by definition to the Managing Director and employees of the Company, the Board has also adopted a Code of Conduct for Non-Executive Directors, both of which are available on the Company's website. All the Board members and Senior Management of the Company have affirmed compliance with their respective Codes of Conduct for the Financial Year ended 31st March 2016. A declaration to this effect, duly signed by the Managing Director is annexed hereto.

3. AUDIT COMMITTEE

The Audit Committee of the Board was constituted in 1999. The constitution of Audit Committee is in conformation with the requirements of Section 177 of the Companies Act, 2013 and also as per the requirements of Regulation 18 of the Listing Regulations.

Powers of the Audit Committee

The Audit Committee shall have powers, which includes the following:

a) to investigate any activity within its terms of reference;

b) to seek information from any employee;

c) to obtain outside legal or other professional advice; and

d) to secure attendance of outsiders with relevant expertise, if it considers necessary.

The terms of reference of the Audit Committee are as under:

• As perthe CompaniesAct, 2013 ("theAct"):

O "The Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include,—

• the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• review and monitor the auditor's independence and performance, and effectiveness of audit process;

• examination of the financial statement and the auditors' report thereon;

• approval or any subsequent modification of transactions of the company with related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the company, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• monitoring the end use of funds raised through public offers and related matter.

O The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

O Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed."

• As per Part C Schedule II of the Listing Regulations

O "The role of the Audit Committee shall include the following:

• oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

- matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

- changes, if any, in accounting policies and practices and reasons for the same;

- major accounting entries involving estimates 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;

- disclosure of any related party transactions;

- modified opinion(s) in the draft audit report;

• reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• 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 utilized 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 and monitoring the auditor's independence and performance, and effectiveness of audit process;

approval or any subsequent modification of transactions of the listed entity with related parties;

scrutiny of inter-corporate loans and investments;

valuation of undertakings or assets of the listed entity, wherever it is necessary;

evaluation of internal financial controls and risk management systems;

reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

reviewing the adequacy of internal audit function, if any, 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 of any significant findings and follow up there on;

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 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;

to look 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;

to review the functioning of the whistle blower mechanism;

approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the audit committee;

Oversee the statement of half yearly dealings by Directors/ Officers/Designated Employees and their dependents".

O The Audit Committee shall mandatory review the following information:

• Management discussion and analysis of financial condition and result of operations;

• statement of significant related party transactions (as defined by the audit committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses; and

• the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee

• statement of deviations:

- Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

- Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

• Additionally, the Audit Committee of the Board will also :

o Oversee financial reporting controls and process for material subsidiaries

o Oversee compliance with legal and regulatory requirements including the Tata Code of Conduct ("TCoC") for the company and its material subsidiaries.

Dr. C.G. Krishnadas Nair, Chairman of the Board Audit Committee was present at the last Annual General Meeting of the Company held on 31st July 2015.

As at the year-end, the Audit Committee of the Board comprised of six members, four of them being Independent Directors. All members are financially literate and have relevant finance and / or audit exposure. Mr. T.K. Arun is Senior General Manager (Finance) and Company Secretary of Tamilnadu Industrial Development Corporation Limited and has accounting and financial management expertise.

The Audit Committee met four times during the Financial Year 2015­16 on 6th May, 30th July and 30th October in 2015 and on 28th January up to 31st March 2016.

The quorum as required under Regulation 18(2) of the Listing Regulations was maintained at all the meetings.

4. NOMINATION AND REMUNERATION COMMITTEE

The broad terms of reference of the Nomination and Remuneration Committee are to recommend to the Board of Directors of Titan Company Limited (the "Company") the selection and appointment or reappointment of Independent Directors ("IDs") in the Board and its committees which shall include "Formulation of the criteria for determining qualifications, positive attributes and independence of a director", devise a policy on Board diversity, recommend to the Board appointment of Key Managerial Personnel ("KMP" as defined by the Companies Act, 2013) and executive team members of the Company as defined by the Committee, support the Board and IDs in evaluation of the performance of the Board, its committees and individual directors which shall include "Formulation of criteria for evaluation of Independent Directors and the Board." Additionally, the Committee may also oversee the performance review process of the KMP and the executive team of the Company. Recommend to the Board the remuneration policy for directors, executive team/ KMP as well as the rest of the employees, recommend to the Board the remuneration payable to directors and executive team/ KMP of the Company on an annual basis, oversee familiarization programmes for directors, oversee the HR philosophy, HR and People strategy and HR practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for Board, KMP and executive team), provide

guidelines for remuneration of directors on material subsidiaries, the Committee shall recommend to its Board how the Company will vote on resolutions for appointment and remuneration of directors on the Boards of its material subsidiary companies, endeavour to play a larger role to help the Company navigate the future to guide the management in the areas of capability building, leadership development, succession planning and in general "future proofing" the Company from a leadership perspective, be the sounding board for the HR strategy of the Company and perform such other duties and responsibilities as may be consistent with the provisions of its charter. The Committee, pursuant to the Listing Regulations, shall also review whether to extend or continue the term of appointment of the IDs on the basis of the report of performance evaluation of the IDs.

The performance evaluation is based on financial performance, market performance etc., of the Company. The Nomination and Remuneration Committee also recommends the total remuneration payable to Non-Executive Directors and the criteria for payment amongst the Directors. The criteria for payment of Non-Executive Directors Commission for Financial Year 2015-16 is attendance at the meetings of the Board and the Committees thereof. The Remuneration Policy is annexed as Annexure-A.

The Committee met four times during the Financial Year 2015-16 on 7th May and 30th July in 2015 and on 22nd January and 16th March in 2016 upto 31st March 2016.

5. REMUNERATION OF DIRECTORS

MANAGING DIRECTOR

The Company has during the year paid remuneration to its Managing Director by way of salary, perquisites and commission within the limits approved by the Shareholders. The Board of Directors on the recommendation of the Nomination and Remuneration Committee approves the annual increment (effective April each year). Commission is calculated based on the net profits of the Company in a particular financial year and is determined by the Board of Directors on the recommendation of the members of the Nomination and Remuneration Committee in the succeeding financial year, subject to the overall ceiling as stipulated in Section 197 of the Companies Act, 2013. The specific amount payable to the Managing Director is based on performance criteria laid down by the Board, which broadly takes into account the profits earned by the Company for the related financial year based on the recommendations of the Nomination and Remuneration Committee of the Board and after taking into consideration the performance during the Financial Year 2015­16 which is payable in Financial Year 2016-17.

The perquisites indicated above exclude gratuity and leave benefits, as these are determined on an actuarial basis for the Company as a whole. Commission is the only component of remuneration, which is performance linked and the other components are fixed. The Nomination and Remuneration Committee also recommends to the Board of Directors increase in salary of the Managing Director based on results relating to the Company's financial performance, market performance and few other performance related parameters

NON-EXECUTIVE DIRECTORS

The remuneration paid to Non-Executive Directors for the year 2015-16 had been computed pursuant to Sections 197 & 198 of the Companies Act, 2013.

The Commission payable to Non-Executive Directors is as per the approval obtained from the shareholders at the Annual General Meeting held on 31st July, 2015 and is within the limits specified under the Companies Act, 2013. The remuneration by way of Commission to the Non-Executive Directors is decided by the Board of Directors primarily based on attendance at the meetings of the Board and the Committees thereof.

6. STAKEHOLDERS' RELATIONSHIP COMMITTEE

Section 178(5) of the Companies Act, 2013 prescribes that a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders' Relationship Committee. The Company has complied with this provision and the Stakeholders' Relationship Committee carries the mandate as was decided upon in the erstwhile Shareholders' Grievance Committee. Further, the Company has merged the erstwhile Share Transfer Committee with the Stakeholders' Relationship Committee.

The terms of reference of the Committee are to review statutory compliance relating to all security holders, consider and resolve the grievances of security holders of the company including complaints related to transfer of securities, non-receipt of annual report/ declared dividends/notices/ balance sheet, oversee compliances in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund, oversee and review all matters related to the transfer of securities of the company , approve issue of duplicate certificates of the company, review movements in shareholding and ownership structures of the company, ensure setting of proper controls and oversee performance of the Registrar and Share Transfer Agent, recommend measures for overall improvement of the quality of investor services and set forth policies relating to and oversee implementation of the Code of Conduct for prevention of Insider Trading.

During the Financial Year 2015-16, a meeting of the Stakeholders' Relationship Committee was held on 17th March 2016. The members of the Stakeholders Relationship Committee are as follows:

Mr. T. K. Balaji (Chairman) (Non-Executive) (Independent)

Mr. T. K. Arun (Non-Executive) (Non-Independent)

Mr. Harish Bhat (Non-Executive) (Non-Independent)

Mr. Bhaskar Bhat (Executive) (Non-Independent)

The Compliance Officer is the Company Secretary, Mr. A R Rajaram under Listing Regulations.

9. GENERAL SHAREHOLDER INFORMATION

AGM: Date, time and venue

Wednesday, 3rd August 2016, 3:00 P.M. at the Registered Office of the Company at 3, SIPCOT Industrial Complex, Hosur 635 126, Tamil Nadu

Financial Year

1st April 2015 to 31st March 2016

Book Closure Date

26th July 2016 to 3rd August 2016 (both days inclusive)

Dividend payment date:

The Directors at the meeting held on March 16, 2016 declared an interim dividend of T 2.20 per share (220%) involving a total payment of T 23,507 lakhs (including dividend distribution tax) for the year ended March 31, 2016. The said interim dividend was paid to the shareholders on March 29, 2016. The Directors do not recommend any further dividend for the year 2015­16.

Registered Office

No. 3, SIPCOT Industrial Complex, Hosur 635 126, Tamil Nadu

Listing of Equity Shares on Stock Exchanges

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-01;

and National Stock Exchange of India Limited, Exchange Plaza,C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai-51

Listing fees

Listing fees as prescribed have been paid to the above stock exchanges up to 31st March 2017.

Share Registrar and Transfer Agents

TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, Near Famous Studio, 20, Dr E Moses Road, Mahalaxmi, Mumbai - 400 011 E-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com No: 022-66568484 Fax No: 022-66568494

Company Secretary & Contact Address

Mr. A.R. Rajaram, Head- Legal & Company Secretary E-mail: arrajaram@titan.co.in Tel No: 080­66609610

For the convenience of investors based in the following cities, transfer documents and letters will also be accepted at the following branches of M/s TSR Darashaw Limited:

TSR Darashaw Limited 503, Barton Centre, 5th Floor 84, M.G. Road, Bangalore – 560 001 Tel: 080-25320321 Fax: 080 – 25580019 Email: tsrdlbang@tsrdarashaw.com Contact Person : Mr. Jaymohan K

TSR Darashaw Limited Tata Centre, 1st Floor 43, Jawaharlal Nehru Road Kolkata – 700 071 Tel: 033 – 22883087 Fax: 033 – 22883062 Email: tsrdlcal@tsrdarashaw.com Contact Person : Mr. Rijit Mukherjee

TSR Darashaw Limited Plot No.2/42, Sant Vihar Ansari Road, Daryaganj New Delhi – 110 002 Tel: 011 – 23271805 Fax: 011 – 23271802 Email: tsrdldel@tsrdarashaw.com Contact Person : Mr. Shyamalendu Shome

TSR Darashaw Limited Bungalow No.1, ‘E’ Road Northern Town, Bistupur Jamshedpur – 831 001 Tel: 0657 – 2426616 Fax: 0657 – 2426937 Email: tsrdljsr@tsrdarashaw.com Contact Person : Mr. Subrato Das

Shah Consultancy Services Limited c/o. TSR Darashaw Limited 3-Sumatinath Complex, Pritam Nagar, Akhada Road, Opp. Kothawala Flats, Ellisbridge, Ashram Road, Ahmedabad - 380 006, Telefax: 079 - 2657 6038, Email: shahconsultancy8154@gmail.com Contact Person : Mr. Suresh Shah

SHARE TRANSFER SYSTEM

Transfer of shares in physical form has been delegated by the Board to certain officials of the Registrars, to facilitate speedy service to the shareholders. Shares sent for transfer in physical form are registered by the Registrar and Share Transfer Agents within 20 days of receipt of the documents, if found in order. Shares under objection are returned within two weeks. All requests for dematerialization of shares are processed, if found in order and confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 15 days.

STOCK CODE

Equity Shares - Physical form - BSE Ltd : 500114

- National Stock Exchange of India Ltd : TITAN

Equity Shares - Demat form - NSDL / CDSL : ISIN No. INE280A01028

The Aggregate Non-promoter / Public Shareholding of the Company as at 31st March 2016 is as shown below:

Number of Shares : 41,67,78,240

Percentage to total holding : 46.95%

DEMATERIALISATION OF SHARES AND LIQUIDITY

As on 31st March 2016, 97.59 % of the Company’s Equity Capital was held in dematerialised form with NSDL and CDSL. Trading in equity shares of the Company is permitted only in dematerialised form with effect from 15.02.1999 as per the notification issued by the Securities and Exchange Board of India (SEBI).

Outstanding GDRs / ADRs / Warrants or any Convertible Instruments: None

Stock option scheme: None

PLANT LOCATIONS

The Company’s plants are located at:

Watches : Hosur, Dehradun, Roorkee, Pant Nagar and Coimbatore.

Jewellery : Hosur, Dehradun and Pant Nagar.

Precision Engineering : Bangalore and Hosur.

Prescription Eyewear : Chikkaballapur, Kolkata.

ADDRESSES FOR CORRESPONDENCE

Registered Office : No.3, SIPCOT Industrial Complex, Hosur 635 126, Tamil Nadu

Corporate Office : No. 132/133, Divyasree Technopolis, Yamalur, off Old Airport Road, Bangalore 560037.

10. DISCLOSURES

(a) Related Party Transactions: During the year under review, besides the transactions reported in Note 39 forming part of the financial statements for the year ended 31st March 2016 in the Annual Report, there were no other material related party transactions of the Company with its Promoters, Directors or the management or their relatives and subsidiaries, associate company and joint venture. These transactions do not have any potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee of the Board periodically and placed for Board's information if required. Further there are no material individual transactions that are not in normal course of business or not on an arm's length basis.

(b) Disclosure of Accounting Treatment: The Company follows Accounting Standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006 and / or by the Institute of Chartered Accountants of India in the preparation of financial statements and has not adopted a treatment different from that prescribed in any Accounting Standard.

(c) Disclosure by Senior Management: Senior Management has made affirmations to the Board relating to all material financial and commercial transactions stating that they did not have personal interest that could result in a conflict with the interest of the Company at large.

(d) CEO/CFO Certification: The Managing Director (MD) and Chief Financial Officer (CFO) have certified to the Board in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO/ CFO certification for the financial year ended March 31, 2016, which is annexed here to.

(e) Details of Non-Compliance: There have been no instances of non-compliance on any matter as regards the rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to capital markets during the last three years. No penalties or strictures have been imposed by them on the Company.

(f) Whistle Blower Policy: The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of  the Company's Code of Conduct. The Whistle Blower Policy is an extension of the Tata Code of Conduct, which requires every employee to promptly report to the management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosure reported are addressed in the manner and within the time frames prescribed in the policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concerns. Further, the said policy has been disseminated within the organisation and has also been posted on the Company's website.

(g) Share Transfer Compliance and Share Capital Reconciliation: Pursuant to Regulation 40 (9) of the Listing Regulations, certificates on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company. Pursuant to SEBI (Depositories and Participants) Regulations, 1996, certificates have also been received from a Company Secretary-in-Practice for timely dematerialisation of the shares of the Company and for conducting a share capital audit on a quarterly basis for reconciliation of the share capital of the Company.

(h) Compliance of non-mandatory requirements: The

information pertaining to compliance of non-mandatory requirements made, may be referred to Item No.12 below.

(i) Risk Management: The Risk Management of the Company is overseen by the Senior Management and the Board at various levels:

Business / Strategic Risk: The Board oversees the risks which are inherent in the businesses pursued by the Company. The oversight is through review / approval of business plans, projects and approvals for business strategy / policy.

Operational Risks: These are being mitigated by internal policies and procedures which are updated from time to time to address reviewed risks.

Financial Risks: These risks are addressed on an on-going basis by Treasury, Insurance and Forex Policies and Bullion Risk Management team. Due oversight on financial risks is exercised by the Audit Committee in its meetings.

The Company is actively engaged in assessing and monitoring the risks of each of the businesses and overall for the Company as a whole. The top tier of risks for the Company is captured by the operating management after serious deliberations on the nature of the risk being a gross or a net risk and thereafter in a prioritized manner presented to the Board for their inputs on risk mitigation/management efforts.

The Board engages in the Risk Management process and has set out a review process so as to report to the Board the progress on the initiatives for the major risks of each of the businesses that the Company is into.

The Risk registers of each of the Businesses gets updated on a bi-annual basis and is placed for due discussions at Board meetings and appropriateness of the mitigation measures to ensure that the risks remain relevant at any point in time and corresponding mitigation measures are optimized.

(j) Disclosure on website: The Policy on Related Party Transactions is posted on the website of the Company and can be accessed at <http://titan.co.in/hot-corp-governanace>.

(k) Disclosure of commodity price risks and commodity  hedging activities:

In order to protect our gold price risk on our inventories, the Company uses derivative financial instruments to manage risk associated with gold price fluctuation. The Hedging transaction is mainly done against exposure gold like spot procurement and exchange gold. All such derivative financial instruments are supported by an underlying stock and are not for speculation/trading.

Compliance with Regulation 39(4) of the Listing Regulations

Pursuant to Regulation 39(4) read with Schedule VI of the Listing Regulations, for shares issued in physical form pursuant to a public issue, which remain unclaimed, the issuer Company has to comply with the following procedure:

a) Send at least three reminders to the addresses given in the application form as well as the latest address available as per the Company's record asking for the correct particulars.

b) If no response is received, the issuer Company shall transfer all the shares into one folio in the name of "Unclaimed Suspense Account"

11. non-compiance of any requirement of corpor

There have been no instances of non-compliance of any requirement of the Corporate Governance Report as prescribed by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. COMPLIANCE OF DISCRETIONARY REQUIREMENTS:

The Company has fulfilled the following discretionary requirements

• The statutory financial statements of the Company are unqualified.

• Mr. C.V. Sankar is the Chairman of the Company and Mr. Bhaskar Bhat is the Managing Director of the Company. The Company has complied with the requirement of having separate persons to the post of Chairman and Managing Director.

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

13. DISCLOSURE OF COMPLIANCE WITH THE LISTING REGULATIONS:

The Company has complied with the following Corporate Governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of the Listing Regulations

• The Company has complied with the Corporate Governance requirements specified Regulation 17 (Board of Directors) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 18 (Audit Committee) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 19 (Nomination and Remuneration Committee) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 20 (Stakeholder's Relationship Committee) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 21 (Risk Management Committee) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 22 (Vigil Mechanism) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 23 (Related Party Transactions) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 24 (Corporate Governance requirements with respect to subsidiary of listed entity) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 25 (Obligations with respect to Independent Directors) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 26 (Obligations with respect to Directors and Senior Management) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified Regulation 27 (Other Corporate Governance requirements) of the Listing Regulations;

• The Company has complied with the Corporate Governance requirements specified clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 (Dissemination of information on Company's website) of the Listing Regulations