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Trinetra Cement Ltd.

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Trinetra Cement Ltd. Accounting Policy

CORPORATE GOVERNANCE

(As required by Clause 49 of the Listing Agreement with the Stock Exchanges)

A. MANDATORY REQUIREMENTS

1. COMPANY'S PHILOSOPHY:

The Company's Philosophy on Corporate Governance aims at the attainment of the highest levels of transparency, accountability and responsibility in all operations and all interactions with its Shareholders, Investors, Lenders, Employees, Government and other stakeholders.

The Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value consistently over a sustained period of time.

2. BOARD OF DIRECTORS:

The Board consists of 10 non-executive Directors including a non-executive Chairman.

The Board functions both as a full Board and through Committees. The Board and Committees meet at regular intervals. Policy formulation, evaluation of performance and control functions vest with Board, while the Committees oversee operational issues.

The Board has constituted six Committees viz., Audit Committee, Share Transfer Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee and Share Issue Committee.

During the year 2014-15, 6 Board Meetings were held on 26.05.2014, 07.08.2014, 26.09.2014, 12.11.2014, 18.12.2014 and 11.02.2015.

Independent Directors:

As required under Section 149(4) of the Companies Act, 2013, Sri Arun Datta, Sri R.K.Das, Sri N.R.Krishnan, Sri L.Sabaretnam and Sri V.Manickam, Directors, have been appointed as Independent Directors by the Shareholders at their Annual General Meeting held on 30th December

2014.

The Company has framed and implemented a 'Code for Independent Directors' in terms of Section 149 and Schedule IV of the Companies Act, 2013.

Independent Directors are issued Letters of Appointment setting out in detail, the terms of appointment, duties and their responsibilities.

The Company has a familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the details are available on the website of the Company.

3. AUDIT COMMITTEE:

The role and terms of reference of the Audit Committee cover the areas mentioned under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

The Audit Committee met five times during the year i.e., on 26.05.2014, 07.08.2014, 26.09.2014, 12.11.2014 and 11.02.2015.

The Company Secretary is also Secretary to the Audit Committee.

During the year, there have been no instances, where the Board had not accepted any recommendation of Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE & POLICY:

In compliance with Section 178 of the Companies Act, 2013 read with Rules framed thereunder and revised Clause 49 of the Listing Agreement, the Board has at its meeting held on 26.05.2014 renamed and reconstituted the existing 'Remuneration Committee' as 'Nomination and Remuneration Committee' for the purpose of:

• identifying persons qualified to become directors and recommending to the Board their appointment and removal.

• evaluating the performance of every director and formulating the criteria for determining qualification, positive attributes and independence of a director, and

• recommending to the Board a policy relating to the remuneration for the directors, key managerial personnel (KMP) and other employees.

During the year 2014-2015, Nomination and Remuneration Committee met three times i.e., on 07.08.2014, 12.11.2014

Details of remuneration paid to the Directors for the year ended 31st March, 2015:

The Company has no Managing Director / Executive Director.

During the year, the Company has not paid any remuneration either in the form of commission or sitting fee to its non-executive Directors. There are no stock options available / issued to any Director of the Company. There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2014-15. There are no convertible instruments issued to any of the Non-Executive Directors of the Company.

5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

In terms of Section 135 of the Companies Act, 2013, the Board of Directors at its meeting held on 26.05.2014 constituted a CSR Committee for formulating and monitoring CSR Policy/Activities.

During the financial year 2014-2015, the CSR Committee met once i.e., on 07.08.2014 recommended to the Board CSR Policy and budget for CSR activities voluntarily for the year 2014-15.

6. INDEPENDENT DIRECTORS' MEETING:

During the financial year 2014-2015, in terms of Clause 49 of the listing agreement and Schedule IV of the Companies Act, 2013, the following Independent Directors met once i.e., on 06.03.2015 and received the performance of Chairman, non-Independent directors and the Board as a whole besides assessing the quality, quantity and timeliness of flow of information between the Company, management and the Board.

7.a) SHARE TRANSFER COMMITTEE:

The Committee, during the year, met 8 times on 04.04.2014, 09.05.2014, 17.07.2014, 05.11.2014, 17.12.2014, 12.01.2015, 18.02.2015 and 06.03.2015 and approved the transfer of 11,800 equity shares in favour of transferees.

The composition and attendance of the Share Transfer Committee meetings are given below:

The shares received for transfer were registered in favour of transferees and certificates despatched within prescribed time, wherever the documents received were in order and complete.

b) STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with Section 178 (5) of the Companies Act, 2013 read with Rules framed thereunder and revised Clause 49 of the Listing Agreement, the Board at its meeting held on 26.05.2014 has renamed and reconstituted the existing 'Shareholders' / Investors' Grievance Committee' as the 'Stakeholders Relationship Committee'. During the year 2014-2015, 20 complaints were received from shareholders and investors. All the complaints received during the year have generally been solved to the satisfaction of the complainants, except for disputed cases and sub-judice matters, which would be solved on final disposal by the Courts / Forums where they are pending. During the financial year 2014-2015, the Stakeholders Relationship Committee met 4 times i.e., on 04.04.2014, 17.07.2014 , 05.11.2014 and 04.02.2015.

c) SHARE ISSUE COMMITTEE:

Share Issue Committee has been constituted for administration of further issue of securities.

There were no issue of securities and hence no Share Issue Committee meeting was held during the year. The composition of the Share Issue Committee of Board of Directors is given below:

9. DISCLOSURES:

a) During the year, there were no transactions of material nature with the Directors or relatives that had potential conflict with the interest of the Company. Related Party transactions are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

In accordance with Clause 49(VIII) (A) (2) of the Listing Agreement, the Company has formulated a 'Policy on Related Party Transactions' and the same is available on the website of the Company.

b) A certificate regarding review of the financial statements and cash flow statements for the financial year ended 31st March 2015 and a declaration on Code of Conduct as required under Clause 49(IX) & 49(II)(E)(2) respectively of the Listing Agreement are annexed.

c) There were no instances of non-compliance on any matter relating to the capital market, during the last three years.

d) The Company was discharged from the purview of SICA/BIFR by the Board for Industrial and Financial Reconstruction (BIFR) vide its order No.277/98 dated 17th March 2009. As per the audited annual accounts as on 31st March 2010 the Company had become a potentially sick company in terms of Section 23 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the prescribed form was filed with BIFR on 11th October 2010. Even at the time of discharge of the Company from the purview of SICA, the accumulated losses were more than 50% of the peak net worth and the status has been continuing since then. During the years 2010-11 to 2012-13, the Company issued and allotted Preference Shares aggregating to Rs.705 Crores in favour of The India Cements Limited, the holding company, on adjustment of outstanding loans / advances. Consequently, the net worth of the Company has increased substantially and the same was intimated to BIFR.

e) In compliance with Section 177(9) of the Companies Act, 2013 read with Rules framed thereunder and revised Clause 49 (II) (F) of the Listing Agreement, the Company has adopted the Whistle Blower Policy / Vigil Mechanism with effect from 07.08.2014 and the same is posted on the Company's website.

f) The Company has complied with all mandatory requirements of the Clause 49 of the Listing Agreement. As regards the non-mandatory requirements, the extent of compliance has been stated in Part B of this report.

g) Details of information on re-appointment of directors: A brief resume, nature of expertise in specific functional areas, number of equity shares held in the Company by the Director or for other person on a beneficial basis, names of companies in which the person already holds directorship, membership of committees of the Board and relationship with other directors, forms part of the Notice convening the 28th Annual General Meeting.

h) Code of Conduct for Prevention of Insider Trading: The Company has adopted and implemented the Code of Conduct for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended. The code prohibits purchase / sale of securities of the Company by an 'insider' including Directors, Designated Employees etc., while in possession of unpublished price sensitive information.

i) Code of Conduct for Directors and Senior Management:

The Company has framed and implemented Code of Conduct for its Directors and Senior Management. The Code of Conduct has also been posted on the Company's website "www.trinetracement.com ". Affirmation of compliance of Code of Conduct for the financial year 2014-2015 has been received from all the Directors and Senior Management personnel of the Company.

j) Code of Conduct for Independent Directors:

The Company has framed and implemented a 'Code for Independent Directors' in terms of Section 149 and Schedule IV of the Companies Act, 2013.The Code of Conduct has been posted on the Company's website www.trinetracement.com.The  Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated under Clause 49 of the Listing Agreement as on 31.03.2015.

k) Transfer to Investor Education and Protection Fund: There is no amount due to be transferred to Investor Education and Protection Fund established by the Central Government.

l) Unclaimed Shares:

The Company does not have any share(s) remaining unclaimed, issued pursuant to public / other issues.

m) Subsidiary Company:

The Company does not have a subsidiary.

n) Cost Auditor and Cost Audit Report 2013-2014:

Name, Membership number & address of Cost Auditor :

Sri S.A.Murali Prasad, Membership No.2730, 4 (New), Brindavan Street, Chennai 600 004.

Filing of Cost Audit Report 2013-2014 with the Central Government

Due date of filing : 27.09.2014

Actual date of filing : 26.09.2014

10. MEANS OF COMMUNICATION:

Quarterly, half-yearly and annual / yearly financial results of the Company are filed with the stock exchanges and also published in the proforma prescribed by Stock Exchanges in the English newspaper 'Business Standard' and Tamil newspaper 'Dinamani' for investors' information. As the Company publishes the audited annual results within the stipulated period of 60 days from the close of the financial year as required by the Listing Agreement with Stock Exchanges, the unaudited results for the last quarter of the financial year are not published. The annual financial results of the Company are also communicated in the prescribed pro-forma to Stock Exchanges and also published in the newspapers. The financial results are displayed on the Company's website www.trinetracement.com .

11. GENERAL INFORMATION FOR SHAREHOLDERS:

i. Date, time and venue of the Annual General Meeting:

30th September 2015 at 4.00 P.M.

at 'Coromandel Towers' 93, Santhome High Road Karpagam Avenue R.A. Puram Chennai 600028.

ii. Financial Year -

1st April to 31st March (Provisional) : Will be published on or before

Results for the quarter ending June 30, 2015 : 14th August 2015

Results for the quarter ending September 30, 2015 : 14th November 2015

Results for the quarter ending December 31, 2015 : 14th February 2016

Results for the quarter ending March 31, 2016 (audited) : 30th May 2016

iii. Dates of Book Closure :

23rd September 2015 to 30th September 2015 (both days inclusive)

iv. Dividend Payment Date :

Not Applicable

v. Listing on Stock Exchanges:

a. The Company's Equity Shares are listed on the following Stock Exchanges:

1. BSE Limited,

P.J. Towers, Dalal Street, Fort,

Mumbai - 400 001 (Stock Code: 513428).

2. Madhya Pradesh Stock Exchange Limited,

201, 'Palika Plaza', Phase - II, M.T.H. Compound, Indore - 452 001 (Stock Code: 146).

b. The Delhi Stock Exchange Limited has accorded approval for voluntary delisting of the shares of the Company in September 2014.

c. The Company's equity shares are traded in Group "T" category in BSE Limited (BSE).

d. The Company has paid the Listing Fees for the year 2015-16 to all Stock Exchanges where the Company's equity shares are listed.

vii. Dematerialisation of Equity Shares and Liquidity:

As on 31st March 2015, 68.50% of the Company's Equity Shares have been dematerialized. The ISIN Number allotted by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerializing the Company's shares is INE031L01014. During the year 2014-15, the Company received 55 requests for dematerialization of shares. The Company has acted upon all valid requests received for dematerialization during the year 2014-15.

viii. Registrar and Share Transfer Agent (RTA):

The Company has appointed Integrated Enterprises (India) Limited, Chennai, as Registrar and Share Transfer Agent (RTA). Shareholders / Investors / Depository Participants are requested to send all their documents and communications pertaining to both physical and demat shares to the RTA at the following address:

Integrated Enterprises (India) Limited,

2nd Floor, "Kences Towers",

No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600017.

Phone : 044-28140801 to 28140803 Fax : 044-28142479

Email : corpserv@integratedindia.in

ix. Share Transfer System:

Shares lodged in physical form with the Company/ RTA are processed and returned, duly transferred, within prescribed time from the date of receipt, if the documents submitted are in order and complete. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through the respective Depository Participants.

xi. Outstanding GDRs / ADRs / Warrants or any Convertible Debentures, conversion date and likely impact on equity shares as on 31st March, 2015.

No GDRs / ADRs / Warrants or any convertible instruments have been issued by the Company and hence, there would not be any impact on the equity.

xii. Plant Location

Nokhla Village, Wajwana Post, Banswara District, Rajasthan.

xiii. Address for Correspondence

Trinetra Cement Limited

Registered Office:

'Dhun Building', 827, Anna Salai, Chennai 600 002.

Tel. No. : (091) (044) 28521526 / 28572 100 / 400 Fax No. : (091) (044) 28517198

Corporate Office:

'Coromandel Towers',

93, Santhome High Road, Karpagam Avenue, R.A.Puram, Chennai - 600 028.

Tel. No. : (091) (044) 28572100 / 28521526 Fax No. : (091) (044) 28517198

Corporate Identity Number Website L99999TN1987PLC082730

For Investor Complaints www.trinetracement.com

Contact Person Sri S.Sridharan, Company Secretary

Email-Id :trinetracementltd@gmail.com

B. NON-MANDATORY REQUIREMENTS

1. The Board

The Board - A non-executive Chairman may be entitled to maintain a Chairman's office at the company's expense and also allowed reimbursement of expenses incurred in performance of his duties.

: At present, the Non-executive Chairman does not have any office at the Company's expense. No reimbursement of expenses is made by the Company for performance of his duties.

2. Shareholder Rights

A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders.

: As the Company's half yearly results are published in one English newspaper having circulation all over India and in a Tamil newspaper, the same are not sent to the Shareholders of the Company. There is no publication of second half-yearly results as the annual results are approved by the Board and then published in the newspapers and also communicated to the shareholders through the Annual Report.

3. Audit Qualifications

Company may move towards a regime of unqualified financial statements.

: Nil

4. Separate posts of Chairman and CEO

The Company may appoint separate persons to the post of Chairman and Managing Director/CEO. : Complied with

5. Reporting of Internal Auditor

The Internal auditor may report directly to the Audit Committee. : Complied with