1. THE COMPANY'S PHILOSOPHY
The Company adheres to good corporate practices and is constantly striving to better them and adopt emerging best practices. It is believed that adherence to business ethics and commitment to corporate social responsibility would help the Company achieve its goal of maximizing value for all its stakeholders. The Company is committed to good corporate governance and continuously reviews various investor relationship measures with a view to enhance stakeholders' value. The Company has adopted a Code of Conduct for top three tier of management including the Whole-time Directors and Independent Directors besides Group Directors, Vice-Presidents and above. This Code of Conduct is posted on the website of the Company. The Company's Corporate Governance policy has been further strengthened through the "Code of Conduct for Prevention of Insider Trading" which is in line with the Securities and Exchange Board of India (SEBI) Regulations in this regard. We firmly believe that Board independence is essential to bring objectivity and transparency in the management and the dealings of the Company. The Company provides detailed information on various issues concerning the Company's business and financial performance to the Board.
The Company has complied with the requirements as laid down in Clause 49 of the Listing Agreement with the Stock Exchanges as set out below.
2. (A) Board of Directors
(i) Composition of the Board:
The Board of Directors of the Company includes individuals who are professionals in their respective areas of specialization and who have held eminent positions. The Board is broad based and comprises of individuals drawn from management, technical and financial fields. The members of the Board are individuals with leadership qualities and strategic insight. The current policy of the Company is to have an Executive Chairman who is also the Managing Director. Directors including Non-Executive Directors are professionally competent. Company has an appropriate mix of Executive and Independent Directors to maintain independence of Board, at present the Board consists of nine members, of which five are Non-Executive Independent Directors. None of the Non-Executive Independent Directors are responsible for day-to-day affairs of the Company. The Board periodically evaluates the need for change in its composition and size. All Directors informed the Company about the Board Membership and Board Committee Membership they occupy in other companies including Chairmanship in Board / Committee of such companies. They notify Company of any change that take place in these disclosures at the Board Meetings. None of the Directors on the Board of the Company are member of more than ten committees and Chairman of more than five committees, across all other public companies in which they are Director. The Board's role, functions, responsibilities and accountability are clearly defined.
The Board has unfettered and complete access to all information within the Company and to any of employees. At Board Meetings, Senior Management who can provide additional insights into the items being discussed are invited.
Regular updates provided to the Board inter-alia, include:
• Quarterly results of our operating divisions or business segments.
• Annual, Mid-Term and Long-Term operating plans.
• Minutes of meetings of Audit Committee, Nomination & Remuneration Committee, Stakeholder's Relationship Committee, Corporate Social Responsibility Committee and Management Committee.
• General Notices of Interest received from Directors.
• Dividend data.
• Information on appointment or removal and remuneration of the Key Managerial Personnel (KMP) and officers one level below KMP.
• Materially important litigations, show cause, demand, prosecution and penalty notices.
• Any materially relevant defaults in financial obligations to and by us.
• Details of joint ventures, acquisitions of companies or collaboration agreements.
• Any significant development on the human resources aspect.
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
• Sale of material nature of investments, subsidiaries and assets, which are not in the normal course of business.
• Annual performance evaluation by the Board of its own performance and that of its committees and individual directors.
• Appointment of Internal Auditors and Secretarial Auditor.
• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
• Details of foreign risk exposure and the steps taken by the management to limit risks of adverse exchange rate movement.
• Status of Compliances, Regulatory, Statutory or Listing requirements and Shareholders service such as Non-Payment of Dividend, Investor Grievances etc.
• Company's Annual Financial Results, Financial Statements, Auditors' Report and Board's Report.
• Appointment, remuneration and resignation of Directors.
• Formation/reconstitution of Board Committees.
• Terms of reference of Board Committees.
• Declaration of Independent Directors periodically.
• Disclosure of Directors' interest and their shareholding.
• Significant changes in accounting policies and internal controls.
• Internal Audit findings and External Audit Reports (through the Audit Committee).
• Making of loans and investment of surplus funds.
• Borrowing of monies, giving guarantees or providing security in respect of loans.
• Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants) Regulations, 1996.
• Compliance of all laws as applicable to the Company.
Information as mentioned in Annexure X to clause 49 of the Listing Agreements is placed before the Board for its consideration.
(ii) Board Meetings:
During the year ended March 31, 2015, Five (5) Board Meetings were held with a minimum of one meeting in each Quarter. The time gap between any two Board meetings did not exceed 120 days. The dates on which the said meetings were held were as follows: May 24, 2014; August 09, 2014; September 27, 2014; November 12, 2014 and February 07, 2015.
The Board Meetings of the Company are prescheduled and adequate notice and agenda is given well in advance to the members of the Board. The information as required under Annexure X to Clause 49 is made available to the Board. The Board also reviews the declarations made by the respective department's heads regarding compliance with all applicable laws, at the Board Meeting.
Apart from the Quarterly Board Meetings, the Company convenes additional Board Meetings if required by giving appropriate notice to the Directors to consider specific matters related to the business of the Company. Board Meetings are held generally at the Registered Office or Corporate office of the Company.
The Non-Executive Directors were paid sitting fee for attending each meeting of the Board and Committee meetings respectively. All sitting fees paid to the Non-Executive Directors are fixed by the Board of Directors. The Company has not allotted any Employee Stock Option to Non- Executive directors during the financial year ended March 31, 2015 and no commission has been paid to the Non-Executive Directors for the period under consideration. Details of the fees paid to the Non-Executive Directors are disclosed elsewhere in this report.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as required under Section 149(7) of the Companies Act, 2013.
The Company had issued a formal letter of appointment to all Independent Directors and the terms and conditions of their appointment have been disclosed in the website of the Company.
1. The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships in Foreign Companies, Companies Registered under Section 25 of the Companies Act, 1956 and Private Limited Companies. Includes directorships in Public Limited Companies only, excluding directorship in Rolta India Limited. Only Audit Committee and Stakeholders Relationship Committee of Indian Public Companies have been considered for committee positions.
2. No Director of the Company has served as an Independent Director in more than seven listed companies.
3. No Director of the Company is a member in more than ten specified committees or Chairman of such five committees across all other public companies in which they are Director(s). The confirmation in the said regard has been obtained from the Directors. For the purpose of reckoning the limits, Chairmanships / Memberships of Board Committees include only Audit and Stakeholders Relationship Committees.
Apart from receiving remuneration that they are entitled to under the Companies Act, 2013 as Non-Executive Directors and reimbursement of expenses incurred in the discharge of their duties, none of the NonExecutive Directors has any other material pecuniary relationship or transactions with the Company, its promoters, its Directors, its senior management or its subsidiaries and associates. None of the Directors are inter-se related to each other and further do not hold two percent or more of the total voting power of the Company.
The Directors and senior management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.
Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of Non-independent Directors and members of management, was held on February 7, 2015, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.
Mr. K R Modi, Mr. V K Chopra, Mr. T C Venkat Subramanian and Mr. M V Nair attended the Meeting of Independent Directors and Mr. V K Chopra chaired the Meeting.
Board and Director Evaluation and Criteria for Evaluation
The Nomination and Remuneration Committee of the Board has laid down the criteria for performance evaluation of all Directors. The Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees except the Director concerned being evaluated. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members. Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis.
Presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarisation programme have been posted on the website of the Company.
Code of Conduct
Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The said code is posted on the website of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Your Company has received confirmations from all concerned regarding their adherence to the said Code.
Pursuant to Clause 49(H)(E) of the Listing Agreement, the Chairman & Managing Director of the Company confirmed compliance with the Code by all members of the Board and the Senior Management.
(B) Management Committee
The Management Committee is a Committee of the Board and is authorized to deliberate, act and decide on all matters, which the full Board is otherwise empowered to do, except those matters, which are specifically required by law to be considered and decided by full Board. The Management Committee generally meets on monthly basis to deliberate and take decisions on various which are of routine matters relating to strategic, financial, corporate, legal, Subsidiary, Share transfer and Investor Grievances. Besides removing administrative difficulties this enables quick decision pertaining to the routine business occurring on day-to-day basis.
The Management Committee comprises of five Directors out of which three are Executive Directors namely Mr. Kamal K Singh, Mr. A D Tayal and Mr. Hiranya Ashar and two Non-executive and Independent Directors, namely Mr. V K Agarwala and Mr. K R Modi. Mr Kamal K Singh is the Chairman of the Management Committee. The minutes of the Management Committee and other Committee meetings are placed before the Board at the immediate following Board Meeting. Ten (10) Management Committee Meetings were held during the financial year ended March 31, 2015.
April 03, 2014; May 13, 2014; June 12, 2014; July 10, 2014; September 01, 2014; October 20, 2014 November 26, 2014; December 19, 2014;January 23, 2015 andMarch 02, 2015.
Attendance of Directors at the Management Committee during the financialyearendedMarch31 2015:
C) Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of clause 49 of the Listing Agreements entered into with the Stock Exchanges read with Section 177 of the Companies Act, 2013 ("Act"). All members of the Audit Committee are financially literate and more than one-half of the members have expertise in accounting/financial management.
The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings held during the year.
The Audit Committee also advises the management on the areas where internal audit process can be strengthened. The minutes of the meetings of the Audit Committee are circulated to the members of the Committee and placed before the Board.
Terms of Reference: The terms of reference/powers of the Audit Committee have been specified by the Board of Directors and includes all aspects specified under Clause 49 of the listing agreement read together with relevant provisions of Companies Act, 2013, as under-
A. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the internal auditors and the independent auditor and reviews the processes and safeguards employed by each.
B. The role of the Audit Committee includes the following:
1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company,-
2. Review and monitor the auditor's independence and performance, and effectiveness of audit process,-
3. Examination of the financial statement and the auditor's report thereon;
4. Approval or any subsequent modification of transactions of the company with related parties,-
5. Scrutiny of inter-corporate loans and investments,-
6. Valuation of undertakings or assets of the company, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Monitoring the end use of funds raised if any, through public offers and related matters.
9. To 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.
10. Authority to investigate into any matter in relation to the items specified above or referred to it by the Board and for this purpose shall have the power to obtain professional advice from external sources and have full access to information contained in the records of the company.
11. Authority, powers obligation, responsibilities etc in line with Clause 49 (III)(C) (D) and (E) of the listing agreement entered by and between the company and the BSE Ltd and National Stock Exchange of India Limited.
(D) Nomination & Remuneration Committee:
The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time.
Mr. M V Nair, Non-executive Independent Director is the Chairman of the Nomination & Remuneration Committee. Other members of the Committee are Mr. Kamal K Singh, Chairman & Managing Director, Mr. V K Agrawala, Non-executive Independent Director and Mr. K R Modi Non-executive Independent Director. The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee. Three (03) Nomination & Remuneration Committee meeting were held during 2014-15. The dates on which the said meetings were held were as follows:
The terms of reference of the Committee, inter alia, includes (a) Formulation of policy for determining qualifications, positive attributes and independence of a director and remuneration for the directors, key managerial personnel and other employees and recommending the same to the Board and (b) Identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria as per the policy approved by the Board. The policy of the Company is to remain competitive in the industry, to attract and retain the best talent and appropriately reward employees for their individual performance and contribution to the business, (c) To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully,- relationship of remuneration to performance is clear and meets appropriate performance benchmarks, (d) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals, (e) Formulate Remuneration Policy and a policy on Board Diversity, (f) Formulation of criteria for evaluation of Independent Directors and the Board; (g) Administering, monitoring and formulating detailed terms and conditions of the Employees' Stock Option Scheme including quantum of options, conditions, exercise period, rights of an employee, the granting, vesting and exercising of options, including any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
(E) Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Section 178 (5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee comprises of four Directors out of which two are Non-Executive and two Executive Directors. The Stakeholders Relationship Committee is chaired by Mr. K R Modi, Non-executive Independent Director and its other members include Mr. V KAgarwala, Non-executive Independent Director, Mr. A D Tayal Executive Non-independent Director and Mr. Hiranya Ashar, Executive Non-independent Director. Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.
One (01) meeting of the Stakeholders Relationship Committee was held during the year on December 19, 2014 and all the members attended the Stakeholders Relationship Committee meeting.
This Committee's mandate requires it to look into investors' grievances relating to matters such as the transfer of shares, non-receipt of annual reports, non-receipt of dividends, and also reviews any cases filed by aggrieved investors before the courts or other forums. It also supervises the Company's in-house Investor Service Cell, which services the shareholders of the Company by monitoring, recording and processing share transfers and requests for dematerialization of shares.
M/s Link Intime India Pvt. Limited is Company's Registrar and Share Transfer Agent. The share transfers received by the Company/Registrar and Share Transfer Agent are generally processed and transferred within 10 days from the date of receipt if the documents are complete in all respects. No valid transfer request remains pending for transfer to the transferees as on March 31, 2015. All requests for dematerialization of shares are likewise processed and confirmation thereof is normally communicated to the concerned depository within 10 working days of receipt of all documents.
The Committee monitors the redressal of Investor Grievances. The total number of complaints received and replied to the satisfaction of the shareholders during the period under review was 150. There are no complaints outstanding or pending with the regulatory authorities as on March 31, 2015 for redressal. The above complaints include 8 (Eight) SEBI compliant which is duly redressed by the Company.
The Company is in receipt of 'No Complaint' Certificates as on March 31, 2015 from both the Exchanges where the equity shares are listed BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
Name, designation and address of Compliance Officer Mr. Verinder Khashu Company Secretary & Head Legal / Compliance Rolta Tower A, Rolta Technology Park, MIDC - Marol, Andheri (East), Mumbai - 400093. Email ID: email@example.com
(F) Corporate Social Responsibility (CSR) Committee
The Corporate Social Responsibility (CSR) Committee was constituted in line with the provisions of Companies Act, 2013. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of 'Corporate Social Responsibility Policy' (CSR Policy),observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary. The Committee's constitution and terms of reference meet with the requirements of the Companies Act, 2013.
The Board has adopted the CSR Policy as formulated and recommended by the Committee. The same is displayed on the website of the Company. The Annual Report on CSR activities for the year 2014-15 forms a part of the Directors' Report.
The Committee comprises of three Directors out of which two are NonExecutive and one Executive Director. The Committee is chaired by Mr. Kamal K Singh, Executive Non- Independent Director and its other members include Mr. K R Modi & Mr. V K Agarwala, Non-executive Independent Directors. Company Secretary acts as the Secretary of the CSR Committee. One (01) meeting of the Corporate Social Responsibility Committee was held during the year on September 27, 2014 and all the members attended the meeting.
3. SUBSIDIARY COMPANIES
As on March 31, 2015, the Company has 4 direct subsidiaries and 11 step down subsidiaries, out of which 13 of them are foreign subsidiaries and 2 are an Indian subsidiary. As on March 31, 2015, the Company does not have any material non-listed Indian subsidiary company and hence, it is not required to have an Independent Director of the Company on the Board of such subsidiary company.
Details of major subsidiaries of the Company and their business operations during the period under review are covered in the Management's Discussion and Analysis Report.
4. MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the Management Discussion and Analysis prepared in accordance with Clause 49 (VW)(D) is enclosed and forms part of this Annual Report.
i. Related Party Transaction
There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large. The Company has formulated a Related Party Transactions Policy and the same is posted on the Company's website.
ii. Disclosure of Accounting Treatment
The Company follows Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. In the preparation of the financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard. The Company also publishes its Accounts drawn under International Financial Reporting Standards (IFRS).
iii. Remuneration of Directors
The Company's remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay and employee stock option scheme. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.
The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its senior management. Annual increments are decided by the Nomination & Remuneration Committee within the salary scale approved by the members and are effective July 1, each year. The Nomination & Remuneration Committee decides on the commission payable to the Managing Directors and the Executive Director(s) out of the profits for the financial year and within the ceilings prescribed under the Act based on the performance of the Company as well as that of the Managing Director and each Executive Directors.
The terms of remuneration of Managing Director & Executive Directors are approved by the shareholders at the General Meeting. NonExecutive Directors are not paid any remuneration. However, NonExecutive Independent Directors are entitled to sitting fees for attending meetings of the Committees thereof. During the year under review, the Company has granted 5,00,000 Stock Options to Mr. Hiranya Ashar, Joint Managing Director - International Operations & Group Chief Financial Officer at a face value of the share i.e. ? 10/-.
Details of remuneration / sitting fees paid to Directors during the financial year ended March 31, 2015 is given below
The appointment of the Executive Directors is governed by resolutions passed by the Shareholders of the Company, which cover the terms and conditions of such appointment, read with the service rules of the Company. No commission has been paid to the Non-Executive Directors of the Company. Services of the Managing Director(s) / Executive Directors may be terminated by either party giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance fees. The Company did not have any material pecuniary relationships or transactions with the Non-Executive Directors, except to the disclosures, if any made in any other part of the Annual Report.
iv. Compliances by the Company
The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities and no penalties or strictures have been imposed on the Company by the Stock Exchange, SEBI or other Statutory Authorities relating to the capital markets during the last three years.
v. Whistle Blower
Your Company has established a Vigil Mechanism/Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimisation of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Whistle Blower Policy has been posted on the Company's website.
vi. Share Capital Audit
A qualified practicing Company Secretary has carried out a Reconciliation of Share Capital every quarter to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Reconciliation confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
vii. Compliance with Mandatory and Non-Mandatory requirements of Clause 49
The Company has duly complied with the requirements of the Clause 49 of the Listing Agreement with the Stock Exchanges, as well as with the Regulations of the Securities Exchange Board of India and such other statutory authority relating to the Capital Markets.
The Company is also compliant with some of the non- mandatory provisions such as Nomination and Remuneration Committee and unqualified financial statements
. MEANS OF COMMUNICATION
Timely disclosure of consistent, relevant and up-to-date information on corporate matters, financial matters etc. are at the core of good corporate governance. Towards this end, the quarterly results of the Company were published within 45 days of the end of each quarter andthe Audited Annual Results within 60 days of the end of the financial year. The Company also ensures that Press Releases are issued on significant developments and the Investors kept informed of important announcements. The Quarterly Financial Results are published in newspapers in English and Marathi language newspapers. These results are generally published in Mumbai Edition of Economic Times and all India editions of Business Standard, Financial Express and Hindu Business Line and other English and Marathi newspapers. The results are posted on the Company's website www. rolta.com. Investor / shareholders may directly address their queries at firstname.lastname@example.org The results and the various Press Releases issued by the Company are also promptly forwarded to the Stock Exchanges whereat the equity shares of the Company are listed and to London Stock Exchange where GDRs are listed. The Company frequently organizes facilities visits for representatives of institutional investors. These visits are generally accompanied by presentations by the Company's Strategic Business Units and a briefing on the Company's products and services both in the international markets and in India. The entire Annual Report of the Company as well as the Quarterly Results are also available on the Company's website. The Management's Discussion and Analysis (MDA) giving an overview of the Company's business and its financials etc., Risk Management, Shareholders' Information, Ratio and Ratio Analysis, Directors' Profile, are provided separately in this Annual Report. In terms of the green initiative launched by the Ministry of Corporate Affairs, to allow service of documents to the members through electronic mode, the Company would send the copy of Annual Report for the financial year ended March 31, 2015 along with the Notice convening the Annual General Meeting in electronic form to those shareholders who have registered their email id with the DPs/ R&T Agents, and have opted not to receive Annual Reports in physical form.
8. CEO/CFO CERTIFICATION
A certificate from Chairman and Managing Director and Joint Managing Director - International Operations and Group Chief Financial Officer on the financial statements of the company and on the matters which were required to be certified according to the clause 49(IX) was placed before the Board and accordingly confirmed to the Board that to the best of their knowledge and belief, the financial statements and cash flow statements present a true and fair view of the Company's affairs.
9. REPORT ON CORPORATE GOVERNANCE
The Corporate Governance Report forms part of the Annual Report. The Company is fully compliant with the provisions of clause 49 of the Listing Agreement of the Stock Exchanges in India. The Company has submitted the quarterly compliance status report to the stock exchanges within the prescribed time limit.