24 Apr 2017 | Livemint.com

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Tube Investments Of India Ltd.

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Tube Investments Of India Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Your Company believes that the fundamental objective of corporate governance is to enhance the interests of all stakeholders. The Company's corporate governance practices emanate from its commitment towards discipline, accountability, transparency and fairness. Key elements in corporate governance are timely and adequate disclosure, establishment of internal controls and high standards of accounting fidelity, product and service quality.

Your Company also believes that good corporate governance practices help to enhance performance and valuation of the Company.

Board of Directors

The Board provides leadership, strategic guidance and objective judgement on the affairs of the Company. The Board comprises of persons of eminence with excellent professional achievements in their respective fields. The Independent Directors provide their independent judgement, external perspective and objectivity on the issues which are placed before them.

The Board consists of eight members, with knowledge and experience in different fields viz., engineering, manufacturing, finance and business management. Mr. M M Murugappan, Chairman (Promoter, non-executive), Mr. L Ramkumar, Managing Director (executive) and Mr. N Srinivasan, Director (non-executive) are non-Independent Directors in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Mr. Hemant M Nerurkar, Ms. Madhu Dubhashi, Mr. Pradeep V Bhide, Mr. S Sandilya and Mr. C K Sharma are the Independent Directors in terms of the SEBI Listing Regulations. None of the Directors are related to each other.

The Company had issued letters of appointment to the said Independent Directors as required under Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment have also been disclosed on the Company's website, www.tiindia.com  [link: <http://www.tiindia.com/> investors/4661.

On their appointment, Independent Directors are familiarised about the Company's operations and businesses. As part of the familiarisation programme, a handbook is provided to all Directors including Independent Directors at the time of appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, appointment process and evaluation, compensation, Board procedure and stakeholders' expectations. The handbook also provides the Directors with an insight into the Group's practices.

To familiarise the Director with the Company's operations and businesses, plant visits are organised in respect of all divisions of the Company, as part of the induction programme, where the Director is taken around the facilities and explained in detail about the process. During such visit, besides interaction by the Business Heads and key executives with the Director, detailed presentations on the business of the Division are also made to the Director. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarise him/her about the Company/its businesses and the Group practices. The details of familiarisation programme as above are also disclosed on the Company's website at the following link <http://www.tiindia.com/investors/466>.

None of the Directorsof theCompany wasa memberof more than ten Board-level committees or a chairman of more than five such committees across all companies, in which he/she was a Director.

The Company has a well-established practice with regard to deciding the dates of meetings. The annual calendar for the meetings of the Board is finalised early on in consultation with all the Directors. A minimum of five Board meetings are held each year. Evolving strategy, annual business plans, review of actual performance and course correction, as deemed fit, constitute the primary business of the Board. The role of the Board also includes de-risking, investment, divestment and business reorganisation. Matters such as capital expenditure, recruitment of senior level personnel, safety & environment, HR related developments, compliance with statutes and foreign exchange exposures are also reviewed by the Board from time to time.

The Company's commitment to good governance practices allows the Board to effectively perform these functions. The Company ensures that timely and relevant information is made available to all the Directors in order to facilitate their effective participation and contribution during meetings and discussions.

There were six meetings of the Board during the financial year, 2015-16. The dates of the Board meetings, attendance and the number of Directorships/Committee memberships held by the Directors as on 31st March, 2016 are given in Table 1 of the annexure to this Report.

The Committees of the Board viz., Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee have specific scope and responsibilities.

Audit Committee

The role of the Audit Committee, in brief, is to review financial statements, internal controls, accounting policies, internal audit report, related party transactions, risk management systems and functioning of the Whistle Blower mechanism.

The Company has an independent Audit Committee. Of the four members of the Committee, three are Independent Directors, with Mr. S Sandilya, Independent Director, being the Chairman. All the members of the Committee have excellent financial and accounting knowledge. The Chairman, Managing Director and the Heads of Strategic Business Units are invitees to the meetings of the Audit Committee.

The quarterly financial results are placed before the Audit Committee for its review, suggestions and recommendations, before taking the same to the Board. The statutory audit plans and progress are shared with the Committee for its review. The internal audit plans are drawn up in consultation with the Managing Director, Chief Financial Officer, heads of Strategic Business Units and the Audit Committee. The Committee reviews the observations of the internal auditor periodically. The Committee also provides guidance on compliance with the Accounting Standards and accounting policies. The statutory and internal auditors attend the Audit Committee meetings. The Committee also tracks the implementation of its guidelines/suggestions through review of action taken reports. The terms of reference of Audit Committee are in line with the enhanced scope for the Committee as laid down under Section 177 of the Companies Act, 2013 and the Corporate Governance norms under the SEBI Listing Regulations.

The Committee met five times during the financial year ended 31st March, 2016. The composition of the Audit Committee and the attendance of each member at these meetings are given in Table 2 of the annexure to this Report.

Remuneration to Directors

The success of the organisation in achieving good performance and governance depends on its ability to attract quality individuals as executive and Independent Directors.

The compensation to the Managing Director comprises a fixed component and a performance incentive. The compensation is determined based on the level of responsibility and scales prevailing in the industry. The Managing Director is not paid sitting fees for any Board/ Committee meetings attended by him.

The compensation to the non-executive Directors takes the form of commission on profits. Though the shareholders have approved payment of commission up to one per cent of the net profits of the Company for each year calculated as per the provisions of the Companies Act, 2013, the actual commission paid to the Directors is restricted to a fixed sum. The sum is reviewed periodically taking into consideration various factors such as performance of the Company, time devoted by the Directors in attending to the affairs and business of the Company and the extent of responsibilities cast on the Directors under various laws and other relevant factors. Considering the time and efforts put in by the Chairman and Mr. Pradeep V Bhide, Director towards the affairs of the Company, they are being paid a differential remuneration. The non-executive Directors are also paid sitting fees as permitted by government regulations for all Board and Committee meetings attended by them.

Nomination & Remuneration Committee

The role of the Nomination and Remuneration Committee is in accordance with the requirement of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. Under the terms of reference, the Committee's role includes formulation of criteria for determining qualifications, positive attributes and independence of a Director and recommending to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board; devising a policy on Board diversity and identification of 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 their appointment and removal. The Committee's scope further covers recommending to the Board the appointment/re-appointment of the executive and non-executive Directors.

The Remuneration Policy of the Company provides a performance driven and market oriented framework to ensure that the Company attracts, retains and motivates high quality executives who can achieve the Company's goals, while aligning the interests of employees, shareholders and all stakeholders in accordance with the group's values and beliefs.

The Company's total compensation package includes fixed compensation, variable compensation in the form of annual incentive, perquisites and benefits including health and life insurance and retirement benefits. In addition, select category of employees are eligible for long-term incentive plan in the form of stock options (ESOPs) under the Company's Employee Stock Option Scheme 2007 ("Scheme"). During 2015-16, there were no material changes in the Scheme. The Scheme is in compliance with the applicable SEBI Regulations in this regard.

Fixed compensation is determined on the basis of size and scope of the job typically as reflected by the level or grade of the job, trends in the market value of the job and the skills, experience and performance of the employee. The annual incentive (variable pay) of senior executives is linked directly to the performance of the Business Unit and the Company through a balanced score card. A formal annual performance management process is applied to all employees, including senior executives. Annual increases in fixed and variable compensation of individual executives are directly linked to the performance ratings. Overall compensation is subject to periodic reviews which take into account data from compensation surveys conducted by specialist firms, as well as factors such as affordability based on the Company's performance and the economic environment.

Accordingly, the Committee determines the periodic increments in salary and annual incentive of the Executive Directors. The increments and incentive of the Managing Director are determined on the basis of the balanced score card with its three components viz., Company financials, Company score card and strategic business unit scores being given appropriate weightage.

In addition to the above, the Committee is also vested with the powers and authority for implementation, administration and superintendence of the Employees' Stock Option Plan (ESOP)/Scheme(s) and also to formulate the detailed terms and conditions of the ESOP Schemes.

The Committee has further laid down the qualifications, positive attributes and independence criteria in terms of Section 178(3) of the Companies Act, 2013 to be considered for nominating candidates for Board positions/ re-appointment of Directors.

The Board Diversity Policy devised by the Committee sets out the approach to diversity on the Board of the Company in order to ensure a process which is transparent with diversity of thought, experience, knowledge, perspective and gender in the Board.

Mr. C K Sharma is the Chairman of the Committee. The Committee met four times during the financial year ended 31st March, 2016. The composition of the Committee and the attendance of each member at these meetings are given in Table 3 of the annexure to this Report.

The details of remuneration paid/payable to the Managing Director and to the non-executive Directors for the financial  year ended 31st March, 2016, are given in Table 4 and Table 5 respectively of the annexure to this Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee is constituted in accordance with the requirements of the Companies Act, 2013 and the Rules thereunder. The Committee consists of three members, two of them being Independent Directors.

Under the terms of reference, the scope of the CSR Committee is (a) to formulate and recommend to the Board, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as specified under Schedule VII of the Companies Act, 2013; (b) to recommend the amount of expenditure to be incurred on the activities; and (c) to monitor the Corporate Social Responsibility Policy of the Company from time to time.

The Committee met once during the financial year ended 31st March, 2016. The composition of the Corporate Social Responsibility Committee and the attendance of each member at the meeting of the Committee are given in Table 7 of the annexure to this Report.

Risk Management Committee

The role of the Risk Management Committee, in brief, is to review the Risk Management Policy developed by the Management, risk management framework and its implementation thereby ensuring that an effective risk management system is in place.

The Risk Management Committee, constituted in 2011, regularly monitors and evaluates the key risks of the Company and apprises the Management of such risks for effective mitigation. Mr. Pradeep V Bhide, a non-executive Director, is the Chairman of the Risk Management Committee.

The Committee consists of four members, three of them being Independent Directors. The Committee provides support to the Board in the discharge of the Board's overall responsibility in overseeing the risk management process.

The Chairman and the Heads of Strategic Business Units are invitees to the meetings of the Committee. The Committee met four times during the financial year ended 31st March, 2016. The composition of the Committee and attendance of its members at the meeting are given in Table 8 of the annexure to this Report.

A statement on some of the significant risks associated with the Company's businesses and the mitigation plans thereof are furnished as part of the Board's Report.

Performance Evaluation

The annual performance evaluation was carried out pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. As part of the performance evaluation process, an evaluation questionnaire based on the criteria as finalised in consultation with the Directors together with supporting documents was circulated to all the Board members, in advance. The Directors evaluated themselves, the Chairman, other Board members, the Board as well as the functioning of the Board Committees viz., Audit, Nomination & Remuneration, Risk Management CSR and Stakeholders Relationship Committees on the basis of well-defined evaluation parameters as set out in the questionnaire. The duly filled in questionnaires were received back from the Chairman and all the other Directors.

To take the evaluation exercise forward, all the Independent Directors of the Company met on 30th March, 2016, without the attendance of the non-Independent Directors and members of the Management to discuss inter alia the matters specified under Schedule IV of the Companies Act, 2013.

The Board reviewed the process of evaluation of the Board of Directors and its Committees including the Chairman and the individual Directors.

Subsidiary Companies

Cholamandalam MS General Insurance Company Ltd (CMSGICL) is a 'material non-listed Indian subsidiary company' in terms of the SEBI Listing Regulations. Mr. Pradeep V Bhide, Independent Director and Mr. N Srinivasan, Director of the Company are also on the Board of CMSGICL.

The financial statements and in particular, the investments made by the unlisted subsidiary companies are reviewed by the Audit Committee. Further, the Board of Directors is apprised of the Business Plan and the half-yearly/annual performance of the unlisted subsidiary companies.

The Minutes of the Board meetings as well as the statements of all significant transactions and arrangements of the unlisted subsidiary companies are placed before the Board periodically for its review.

The Company has formulated a policy for determining 'material' subsidiaries and the same is available on the Company's website at the following link, <http://www.tiindia>. com/article/values/475.

Related Party Transactions

During the financial year under review, all the transactions entered into with the Related Parties, as defined under the Companies Act, 2013 and the SEBI Listing Regulations were in the ordinary course of business and on arms length pricing basis only. Accordingly, these transactions do not attract the provision of Section 188 of the Companies Act, 2013.

Further, there were no materially significant transactions with Related Parties which were in conflict with the interest of the Company.

The policy for related party transactions approved by the Board had been uploaded on the Company's website at the following link, <http://www.tiindia.com/article/> values/476.

Dissemination of Information

The Company is conscious of the importance of timely and proper dissemination of adequate information. A press release is given along with the publication of the quarterly/annual results, explaining the business environment and performance. This is being provided to enable the investing community to understand the financial results better and in a more meaningful manner. The press release includes non-financial aspects such as development of new products, change in market share, price movement of raw materials and in general, the business conditions. The quarterly and audited annual financial results are normally published in 'Business Standard' and 'The New Indian Express' (English) and in 'Dinamani' (Tamil). Press releases are given to all the important dailies. The financial results, press releases, shareholding pattern and the presentations made to Analysts and Brokers are posted on the Company's website. The Company's commitment to transparency is reflected in the information-rich Annual Report, investors' meets, periodic press releases and continuous updating of its website.

Investors' Service

The Company promptly attends to investors' queries/ grievances. In order to provide timely services, the power to approve transfer of shares has been delegated by the Board to the Shares and Debentures Committee. The Board has also authorised the Chairman/Managing Director/ Chief Financial Officer/Secretary to approve transfers/ transmissions. Share transfer requests are processed within 15 days from the date of receipt. Karvy Computershare

Private Limited, Hyderabad is the Company's share transfer agent and depository registrar.

The Stakeholders Relationship Committee specifically focuses on investor service levels. This Committee has prescribed norms for attending to the investors' services and the Committee periodically reviews the service standard achieved by the Company and its Registrar and Transfer Agent as against the prescribed norms.

In accordance with the requirement of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, the terms of reference of the Committee provide for the resolution of grievances of security holders of the Company including complaints, if any, relating to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividends etc.

Mr. M M Murugappan, a non-executive Director, is the Chairman of the Stakeholders Relationship Committee. The Committee met twice during the year ended 31st March, 2016. The composition of the Committee and attendance of its members at the meetings are given in Table 6 of the annexure to this Report.

One investor complaint was received and the same was resolved during the year ended 31st March, 2016. No complaints were pending as at 31st March, 2016.

In order to expedite the redressal of complaints, if any, investors are requested to register their complaints and also to take follow up action, as necessary, to the exclusive e-mail id, investorservices@tii.murugappa.com Mr. S Suresh, Company Secretary is the Compliance Officer.

Members are further welcome to utilize the facility extended by the Registrar & Transfer Agent for quick redressal of investor queries. Kindly visit <http://karisma.karvy.com/> and click on the 'Investors' option for query registration through free identity registration process. Investors can submit their query in the 'Queries' option provided in the above website, which would give the grievance registration number. For accessing the status/response to your query, the same number can be used at the option "View Reply" after 24 hours. The investor can continue to put an additional query relating to the case till a satisfactory reply is received.

Statutory Compliance

The Company attaches the highest importance to compliance with statutes. Every function/department of the business is aware of the requirements of various statutes relevant to them. The Company has systems in place to remain updated with the changes in statutes and the means of compliance.

An affirmation regarding compliance with the statutes by the heads of businesses and functions is placed before the Board on a quarterly basis for its review.

Internal Controls

The Company is conscious of the importance of the internal processes and controls. The Company has a robust business planning & review mechanism and has adequate internal control systems commensurate with the nature of its business, size and geographical spread. These systems are regularly reviewed and improved upon.

The Managing Director has certified to the Board inter alia on the accuracy of financial statements and adequacy of internal controls for the financial reporting purpose as required under the SEBI Listing Regulations, for the year ended 31st March, 2016.

Whistle-Blower Policy/Vigil Mechanism

Pursuant to the requirements of Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has established a vigil mechanism (Whistle Blower Policy) for the employees and the Directors as an avenue to voice concerns relating to unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Ombudsperson appointed by the Board deals with the complaints received and ensures appropriate action. The mechanism also provides for adequate safeguards against victimisation of persons using the mechanism and provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. No person was denied access to the Audit Committee.

Compliance of Corporate Governance Norms

The Company has complied with all the mandatory requirements of corporate governance norms during the financial year. Quarterly financial results of the Company are published in leading newspapers, uploaded on the Company's website and any major developments are covered in the press releases issued by the Company and also posted on its website. In view of the same, financial results for the half-year ended 30th September, 2015 were not separately sent by post to the shareholders.

In line with its stated policy of being committed to the principles and practices of good corporate governance, the Company is in compliance with most of the requirements forming part of the discretionary requirements under Schedule II, Part E of the Listing Regulations. As regards the remaining discretionary requirements, the Company after careful evaluation would strive to implement the same progressively, as appropriate.

The Board of Directors has laid down a Code of Conduct for all the Board members and the senior management of the Company, which was updated during the year providing for the duties of Independent Directors and the Whistle Blower Policy. The Directors and the Senior Management of the Company have furnished their affirmation of compliance with the Code during the financial year, 2015-16. The Code of Conduct has been posted on the website of the Company at the following link, <http://www.tiindia.com/> article/values/33. A declaration of affirmation in this regard certified by the Managing Director is annexed to this Report.

During the year under review, Policies for preservation & archival of documents and for determination of materiality for disclosure of information/events to the Stock Exchanges were framed responding to the requirement under the SEBI Listing Regulations, which replaced the Listing Agreement with the Stock Exchanges. Further, a new Code of Conduct for Insiders was framed to take care of the requirements of the new SEBI (Prohibition of Insider Trading) Regulations, 2015. The aforesaid Policies and the Code are also posted on the website of the Company at the following links, <http://www.tiindia.com/article/values/527>: <http://www>. tiindia.com/article/values/538 and <http://www.tiindia>. com/artide/values/493.

Other Disclosures

A Management Discussion and Analysis Report highlighting the performance of individual businesses forms part of the Board's Report.

A write up on the risks associated with the business and mitigation plans therefor also forms part of the Board's Report.

Related party transactions during the year have been disclosed as a part of the financial statements as required under the Accounting Standard 18 issued by the Institute of Chartered Accountants of India.

There have been no instances of non-compliance by the Company or have any penalty or strictures been imposed on the Company by the Stock Exchanges or the Securities and Exchange Board of India or by any statutory authority on any matter related to the capital markets during the last three years.

General Shareholder Information

A separate section has been annexed to the Annual Report furnishing various details viz., last three Annual General Meetings, its time and venue, share price movement, distribution of shareholding, location of factories, means of communication etc., for shareholders' reference.

GENERAL SHAREHOLDER INFORMATION

Company Registration

The Company is registered in the State of Tamil Nadu. The Corporate Identity Number (CIN) of the Company is L35921TN1949PLC002905.

Registered Office

'Dare House', 234 NSC Bose Road, Chennai 600 001

Annual General Meeting

Day : Thursday

Date : 04th August, 2016

Time : 3.30 P.M.

Venue : TTKAuditorium,TheMusicAcademy, 168 (Old No.306), TTK Road, Chennai 600 014

Tentative Calendar for 2016-17

The financial year of the Company is the period ending on 31st day of March every year. The tentative calendar for Board meetings for approving the quarterly financial results is given below:

Results for the first quarter ending : 30thJune, 2016 - 04thAugust, 2016

Results for the second quarter/half-year ending : 30th September, 2016 - 3rd November, 2016

Results for the third quarter ending : 31st December, 2016 - January/February, 2017

Results for the fourth quarter ending : 31st March 2017/Annual Results

for the financialyear 2016-17 - April/May, 2017

Book Closure for Dividend

Friday, July 22, 2016 to Thursday, August 04, 2016 (both days inclusive).

Dividend

The Board of Directors has recommended the payment of a special dividend of Rs.3.50 per Equity Share. The dividend on Equity Shares will be paid to those Members, whose names appear in the Register of Members as on Thursday, 4th August, 2016 and the same will be paid on or after 8th August, 2016. During the financial year, in February, 2016, the Company paid an interim dividend of Rs.1.50 per Equity Share.

In respect of shares held in electronic form, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories for the purpose.

Unclaimed Dividend

The details of dividend paid by the Company and the respective due dates of transfer of the unclaimed/ unencashed dividend to the Investor Education & Protection Fund ('IE&P Fund') of the Central Government are as below:

As provided under the Companies Act, 1956/2013, dividends remaining unclaimed for a period of seven years shall be transferred by the Company to the IE&P Fund. In the interest of investors, the Company has the practice of sending reminders to the concerned investors, before transfer of unclaimed dividend to the IE&P Fund. Unclaimed/unencashed dividends up to 2007-08 have been transferred to the IE&P Fund.

In terms of the Circular dated 10th May, 2012 issued by the Ministry of Corporate Affairs ("MCA"), Government of India, the Company has also uploaded the details relating to unclaimed dividend, for the benefit of Shareholders, on its website viz., www.tiindia.com

Instructions to Shareholders

(a) Shareholders holding shares in physical form

Requests for change of address must be sent to the Company's Registrar & Transfer Agent viz., M/s. Karvy Computershare Private Ltd ("RTA"), not later than 22nd July, 2016 to enable them to forward the dividend warrants to the latest address of Members. Members  are also advised to intimate the RTA the details of their bank account to enable incorporation of the same on dividend warrants. This would help prevent any fraudulent encashment of dividend warrants.

b) Shareholders holding shares in demat form

Shareholders can make use of the National Electronic Clearing Services ("NECS") of Reserve Bank of India, offered at several centres across the country, to receive dividend payment directly into their bank account, avoiding thereby the hassles relating to handling of physical warrants besides elimination of risk of loss in postal transit/fraudulent encashment of warrants. The NECS operates on the account number allotted by the Bank post Core Banking Solution implementation. The new Bank account number may kindly be intimated by the Shareholder to the Depository Participant.

If there is any change in bank account details, Shareholders are requested to advise their Depository Participant(s)/Company's RTA, as the case may be, immediately about the change.

Further, if in case of any change in address, Shareholders are requested to advise their Depository Participant(s) immediately about their new address.

Registrar and Share Transfer Agent

Karvy Computershare Private Ltd. Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda Hyderabad - 500 032 einward.ris@karvy.com Tel : (040) - 67162222 Fax: (040) - 23001153  Toll Free: 1800-345-4001

Debenture Trustees

IDBI Trusteeship Services Ltd. Asian Building, Ground Floor, 17 R Kamani Marg Ballard Estate, Mumbai - 400001 itsl(5>idbitrustee.co.in Tel : (022) - 66311771 Fax: (022)-66311776

Share Transfer and Investor Service System

The Board has authorised Chairman/Managing Director/Chief Financial Officer/Company Secretary to approve transfers/ transmissions in addition to the Committee of the Board constituted for the purpose.

Nomination Facility

The Shareholders holding shares in physical form may avail of the nomination facility under Section 72 of the Companies Act, 2013. The nomination form (Form SH.13), along with instructions, will be provided to the Members on request. In case the Members wish to avail of this facility, they are requested to write to the Company's RTA viz., M/s. Karvy Computershare Private Ltd.

Dematerialisation of Shares

The Equity shares of the Company are compulsorily traded in dematerialised form. The code number allotted by the National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL) to Tube Investments of India Ltd is ISIN INE149A01025.

GDR Details

As at 31st March, 2016, 46,30,630 Global Depository Receipts (GDRs) were outstanding representing an equal number of underlying Equity Shares. The GDRs stand delisted/withdrawn for trading from Luxembourg Stock Exchange, effective 18th May, 2011.

Commodity Price Risk/Foreign Exchange Risk and Hedging Activities

The Company is guided by its foreign exchange ('forex') policy to manage its forex exposure and its attendant risks, which arise through trade transactions, namely, exports and imports, import of capital items besides short-term and long-term foreign currency borrowings. Foreign currency trade exposures are monitored Strategic Business Unit (SBU)-wise and currency-wise. The risks are managed after netting the exports and imports on monthly buckets for each currency. For capex imports, forward contracts are taken on the date of opening of the letter of credit. In respect of foreign currency borrowings, while the long-term borrowings are hedged for interest as well as for the exchange at the time of drawdown, the short-term borrowings are hedged for principal portion at the time of drawdown. Commodity Price Risk and hedging thereof is not applicable to the Company.

Means of Communication

The quarterly/annual results are being published in the leading national English newspapers ("The New Indian Express" and "Business Standard") and in one vernacular (Tamil) newspaper ("Dinamani"). The quarterly/annual results are also available on the Company's website, www.tiindia.com The Company's website also displays official press releases, shareholding pattern, compliance report on corporate governance and presentations made to analysts and brokers.

PLANT LOCATIONS

TI Cycles of India

Post Bag No.5, MTH Road, Ambattur, Chennai 600 053 Tel : (044)-42093434 Fax: (044)-42093345

TI Cycles of India

Sandharsi Tehsil Rajpura, Paiiala Punjab Tel : (01762) - 269000, 269200

TI Cycles of India

Plot No.E-8, MIDC Malegaon, Sinnar Nashik Dist 422 103 Tel : (02551) - 227500 Fax : (02551)-230183

TI Cycles of India

A-32, Phase II Extn, Hoisery Complex Gautam Budh Nagar, NOIDA 201 305 Tel: (0120)-2462201/203 Fax: (0120) - 2462397

Tube Products of India

A-16 & 17, Industrial Focal Point Phase VI, SAS Nagar Mohali (PB) 160 051 Tel : (0172) - 4009318 Fax:(0172)-2271375

Tube Products of India

Shirwal Post, Khandala Taluka Satara District, Maharastra - 412 801 Tel : (02169) - 244080-85 Fax: (02169) - 244086

Tube Products of India

Avadi, Chennai 600 054 Tel: (044)-42291999 Fax : (044) - 42291990

Tube Products of India

Tirupati-Tiruttani Highway Ponpadi Village Thiruvelangadu Block Tiruttani Taluk Tiruvallur 631 213 Tel :09940259940

TI Metal Forming

Chennai-Tiruvallur High Road Tiruninravur 602 024 Tel : (044) 26390194, 26390437 Fax : (044) 26390856

TI Metal Forming

80/81, SIDCO Industrial Estate Kakkalur Thiruvallur 602 003 Tel : (044) - 27667104 Fax: (044) - 26390856

TI Metal Forming

Gat No.312 Sablewadi, Bahul Post Chakan-Shikrapur Road KhedTaluk Pune 410 501 Tel:09272237117/8

TI Metal Forming

Khasra No.222, Gangnouli Village Tehsil - Laksar, Haridwar Uttarakhand 247 663 Tel : 09219401388/9

TI Metal Forming

PlotNo.245, Sector3 Growth Centre Bawal, Rewari Dist, Haryana 123 501 Tel : (01284) -260707, 264106 09812038561 Fax : (01284) - 264426

CONTACT ADDRESS

TI Metal Forming

Khasra No.227, Gangnouli Village Tehsil - Laksar, Haridwar Uttarakhand 247 663 Tel:09219403539

TI Metal Forming

Tata Motors Ltd. Vendors Park Plot No.C11, Survey No.1 North Kotpura, Sanand Viroch Nagar Post Ahmedabad, Gujarat 382 170 Tel:09228021343/09228021179

TI Metal Forming

PlotNo.501-B&C Halol Industrial Estate Survey Nos. 32 & 34, Village Dunia Tk Halol, Dist Pachmahals, Baroda 389 350 Tel : (02676) - 224647 Fax : (02676)-224035

TIDC India

Ambatur Chennai 600 053 Tel : (044) - 42235555 Fax : (044) - 42235406

TIDC India

Kazipally Village, Plot No.1 Jinnaram Mandal MedakDist 502 319 Tel : (08458) - 277240 Fax: (08458) - 277241

TIDC India

Ganganouli, Laksar247 663 Utarakhand Tel: (01332)-271295

COMPLIANCE OFFICER

Mr.SSuresh Company Secretary Tube Investments of India Limited 'Dare House', 234 NSC Bose Road Chennai 600 001 e-mail: sureshs(5>tii.murugappa.com Tel : (044)-42286711 Fax : (044) - 42110404

For all matters relating to investor services:

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda Hyderabad 500 032 e-mail: einward.ris(5>karvy.com Tel : (040)-67162222 Fax: (040) - 23001153 Toll Free: 1800-345-4001