Corporate Governance Report for the year 2013-14

9. General Shareholder Information

AGM: Date, time & venue - 14th August, 2014 at 3.00 p.m.
Birla Matushri Sabhagar,
19, Sir Vithaldas Thackersey Marg,
Mumbai - 400 020.

As required under Clause 49 IV(G)(i), particulars of Directors seeking appointment/reappointment are given in the Explanatory Statements to the Notice of the Annual General Meeting to be held on 14th August, 2014.

Financial Calendar - Year ending
AGM
Dividend Payment
March 31
August
Generally in August
Date of Book Closure - Wednesday, 16th July, 2014 to Tuesday, 22nd July, 2014 (both days inclusive).
Dividend Payment Date - The dividend warrants will be posted on and from 19th August, 2014.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the provisions of Sections 205A and 205C of the Companies Act, 1956, the dividend which remains unclaimed/unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The status of dividend remaining unclaimed is given hereunder:

Unclaimed Dividend Status Whether it can be claimed Can be claimed from Action to be taken
Up to and including the Financial Year 1994-95 Transferred to the General Revenue Account of the Central Government Yes Office of Registrar of Companies,
Central Government Office
Building, 'A' Wing, 2nd Floor, Next to Reserve Bank of India,
CBD, Belapur - 400 614
Claim to be forwarded in prescribed Form No. II of the Companies Unpaid Dividend(Transfer to General Revenue Account of the Central Government) Rules, 1978
For the Financial Years 1995-96 to 2005-06 Transferred to the IEPF of the Central Government No Not Applicable None
For the Financial Years 2006-07 to 2012-13 Lying in respective Unpaid Dividend Accounts Yes TSR Darashaw Private Limited, (TSRDPL) Registrars and Transfer Agents Letter on plain paper

The Company has hosted on its website the details of the unclaimed dividend/interest/principal amounts for the Financial Year 2012-13 and 2013-14 as per the Notification No. G S R 352 (E) dated 10th May 2012 of Ministry of Corporate Affairs.

The date of declaration of dividend in respect of Financial Years 2006-07 to 2012-13 and the last date for claiming such dividend is given in the table below:

Financial Year Date of Declaration Rate Last Date of Claiming payment from TSRDPL*
2006-07 August 29, 2007 155% August 28, 2014
2007-08 August 28, 2008 160% August 27, 2015
2008-09 August 27, 2009 160% August 26, 2016
2009-10 August 13, 2010 80% August 12, 2017
2010-11 August 03, 2011 120% August 02, 2018
2011-12 August 14, 2012 120% August 13, 2019
2012-13 August 14, 2013 80% August 13, 2020

*Indicative dates. Actual dates may vary.

The Company's Registrars have already written to the Shareholders and Depositors informing them about the due dates for transfer to IEPF for unclaimed dividends/interest payments. Attention of the stakeholders is again drawn to this matter through the Annual Report.

Shareholders/Depositors are requested to get in touch with the Registrars for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

Nomination Facility

Shareholders who hold shares in the physical form and wish to make/change a nomination in respect of their shares in the Company, as permitted under the Companies Act, 2013, may obtain from TSR Darashaw Private Limited, the prescribed Form. Members holding shares in electronic form may obtain Nomination forms from their respective Despository Participant (DP).

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given directly to the DP.

Shares held in Physical Form

Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given to the Company's RTA viz. TSR Darashaw Private Limited.

Updation of bank details for remittance of dividend/cash benefits in electronic form

Securities and Exchange Board of India (SEBI) vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 ("Circular") to all listed companies requires them to update bank details of their shareholders holding shares in demat mode and/or physical form, to enable usage of the electronic mode of remittance i.e. ECS [LECS (Local ECS)/RECS (Regional ECS)/NECS (National ECS)], NEFT, etc., for distributing dividends and other cash benefits to the shareholders.

The Circular further states that in cases where either the bank details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code), etc., that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank, companies or their Registrars and Transfer Agents (RTA) may use physical payment instruments for making cash payments to the investors. Companies shall mandatorily print the bank account details of the investors on such payment instruments.

Shareholders to note that payment of dividend and other cash benefits through electronic mode has many advantages like prompt credit, elimination of fraudulent encashment/delay in transit, etc. They are requested to opt for any of the above mentioned electronic modes of payment of dividend and other cash benefits and update their bank details:

  • In case of holdings in dematerialised form, by contacting their Depository Participant and giving suitable instructions to update the bank details in their demat account.
  • In case of holdings in physical form, by informing the Company's RTA viz. TSR Darashaw Pvt Ltd. their Folio No(s), Name and Branch of the Bank in which they wish to receive the dividend, the Bank Account type, Bank Account Number allotted by their banks after implementation of Core Banking Solutions (CBS) and the 9 digit MICR Code Number.

Those Shareholders who do not wish to avail of the electronic facility of remittance, are requested to furnish to the DPs/Registrars, the Name and Branch of the Bank and the Bank Account Number allotted by their banks after implementation of Core Banking Solutions, which will be printed on the warrants.

Listing on Stock Exchanges -

The Company's Ordinary shares are listed on BSE Limited and National Stock Exchange of India Limited in India:

Stock Exchanges ISIN Stock Code Address Website
BSE Limited INE081A01012 500470 Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai-400 001.
www.bseindia.com
National Stock Exchange of India Limited INE081A01012 TATASTEEL Exchange Plaza, Plot No. C/1, G Block
Bandra-Kurla Complex, Bandra (E),
Mumbai-400 051.
www.nseindia.com

Perpetual Hybrid Securities in the form of Non-Convertible Debentures are listed on the Wholesale Debt Market segments of the Stock Exchanges as under:

Distribution Rate (%) ISIN Principal Amount
(Rs.crores)
Date of Maturity Debenture Trustee Stock Exchange where listed
11.80 INE081A08165 1,500 Perpetual IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate
Mumbai-400 001.
National Stock Exchange of India Limited & BSE Limited
11.50 INE081A08173 775 Perpetual National Stock Exchange of India Limited

Unsecured Redeemable Non-Convertible Debentures (NCDs) are listed on the Wholesale Debt Market segment of National Stock Exchange of India Limited:

Coupon Rate (%) ISIN Principal Amount (Rs.crores) Date of Maturity Debenture Trustee
10.20 INE081A07175 620 7th May, 2015 IDBI Trusteeship
Services Ltd.,
Asian Building,
Ground Floor,
17, R. Kamani Marg,
Ballard Estate,
Mumbai-400 001.
10.25 INE081A08140 500 Rs.166.67 crores - 22nd December, 2028
Rs.166.67 crores - 22nd December, 2029
Rs.166.66 crores - 22nd December, 2030
10.25 INE081A08157 2,500 Rs.833.34 crores - 6th January, 2029
Rs.833.33 crores - 6th January, 2030
Rs.833.33 crores - 6th January, 2031
12.50 INE081A08116 1,250 Rs.416.67 crores - 19th November, 2014
Rs.416.67 crores - 19th November, 2015
Rs.416.66 crores - 19th November, 2016
10.40 INE081A08124 650.9 15th May, 2019
11.00 INE081A08132 1,500 19th May, 2019
2.00 INE081A08181 1,500 23rd April, 2022
9.15 INE081A08199 500 24th January, 2019
9.15 INE081A08207 500 24th January, 2021

International Listings of securities issued by the Company are as under:

Security Year of Issue Stock Exchanges & Address ISIN/Stock Code Website
Global Depository Receipts (GDRs) 1994 Luxembourg Stock Exchange
35A Boulevard Joseph II,
L-1840 Luxembourg
US87656Y1091 www.bourse.lu
4.5% Replacement Foreign Currency Convertible Bonds (FCCBs) 2009 Singapore Exchange
Securities Trading Limited
2, Shenton Way, #19-00 SGX
Center 1, Singapore-068804
XS0466930780 www.sgx.com
Global Depository Receipts (GDRs) 2009 London Stock Exchange
10 Paternoster Square,
London -EC4M 7LS
US87656Y4061 www.londonstockexchange.com

Market Information

Market Price Data: High, Low (based on the closing prices) and volume during each month in last financial year.

  BSE Limited National Stock Exchange of India Limited
Month High (Rs.) Low (Rs.) Volume (No. of Shares) High (Rs.) Low (Rs.) Volume (No. of shares)
Apr-13 319.85 294.55 1,77,06,982 319.70 294.45 9,03,15,478
May-13 323.85 291.80 1,94,93,547 324.70 291.75 10,81,85,326
Jun-13 299.15 264.25 1,58,14,324 299.10 264.15 958,28,116
Jul-13 282.15 209.60 2,04,67,453 281.95 209.40 10,08,54,177
Aug-13 282.25 198.60 3,52,59,250 282.30 198.25 19,44,72,617
Sep-13 316.00 271.60 2,43,08,886 315.70 271.55 13,34,79,338
Oct-13 340.10 275.65 2,42,53,112 339.95 275.75 13,51,65,276
Nov-13 400.85 333.55 2,23,30,144 400.90 333.30 13,20,59,214
Dec-13 424.85 408.45 1,37,88,472 425.55 408.30 8,63,26,853
Jan-14 425.05 346.55 1,36,68,268 425.90 346.55 8,56,66,150
Feb-14 390.15 343.15 1,70,11,826 389.75 342.95 11,08,81,260
Mar-14 393.85 336.80 2,10,95,369 393.95 336.85 12,52,33,990