• AGM Voting Results 04.08.2017

• MRF Corp Ltd - F Y ended 31.03.2016

  MRF International Ltd - F Y ended 31.03.2016

  MRF Lanka (P) Ltd - F Y ended 31.03.2016

  MRF SG Pte Ltd - F Y ended 31.03.2016

  MRF Corp Ltd - F Y ended 31.03.2017

  MRF International Ltd - F Y ended 31.03.2017

  MRF Lanka (P) Ltd - F Y ended 31.03.2017

  MRF SG Pte Ltd - F Y ended 31.03.2017

• A. Company Details:

  Company Name: MRF Limited.
  Registration Number: 18-004306.
  Registered Office: 124, Greams Road, Chennai - 600006.
  Telephone Number: 91-044-28292777.
  Fax Number: 91-044-28295087.
  E-mail: mrfshare@mrfmail.com

  Investor Grievances

  Company Name: MRF Limited.
  Registration Number: 18-004306.
  Registered Office: 124, Greams Road, Chennai - 600006.
  Telephone Number: 91-044-28292777.
  Fax Number: 91-044-28295087.
  E-mail: mrfshare@mrfmail.com

  
  

  Designated Official

  MR.K.G George
  DGM-Secretarial
  MRF Limited
  NO:114,Greams Road, Chennai - 600006
  Telephone Number: 044-28292777
  E-mail: mrfshare@mrfmail.com

  Debenture Trustee

  Axis Trustee Services Limited
  CIN: U74999MH2008PLC182264
  Corporate & Registered Office: Axis House, 2nd Floor,
  Wadia International Centre, Pandurang Budhkar Marg,
  Worli, Mumbai – 400 025
  Phone No:+91 22 2425 5215/5216
  Fax:+91 22 2425 4200
  Email: debenturetrustee@axistrustee.com

• B. Shares Held In Physical Form :

  In the physical segment, we provide the following services to shareholders:

  i) Transfers :

  Company Name : MRF LIMITED.
  Registered Office: New No. 114 (old No. 124)Greams Road,
  Chennai 600 006.
  Telephone Number: (044) 28292777.
  Fax Number: (044) 28295087.
  Registrar and share transfer agent: In-House.
  Stock Exchanges where the company's share are listed: National / Bombay / Madras.

  Transfers are effected by execution of transfer deed along with payment of stamp duty @ 0.25%.(ie. 0.25 paise for every Rs. 100/- or any fraction thereof) on the market value of shares as on the date of execution.

  It is to be ensured that :

  1. All columns in the transfer deed are properly filled in.
  2. The date of lodgement of shares with the company is within 1 year from the date of presentation of the transfer deed to the prescribed authority mentioned on top of the transfer deed.
  3. The date of execution of the transfer deed is not prior to the date of presentation.
  4. Where the transfer deed is signed by the constituted attorney, registration number & date of the power of attorney is mentioned of the reverse of the transfer deed. If not, a copy of the power of attorney is forwarded along with transfer deed and attested specimen signature of the power of attorney holder.
  5. In case of NRIs, notarized copy of RBI approval and details of bank account in India are furnished along with transfer deed while lodging shares for transfer.
  6. Alterations, corrections, overwriting in the transfer deed are avoided. If unavoidable, such alterations etc. are authenticated by the transferor(s) / transferee(s).
  7. To avoid delay or non-delivery of share certificates, notices, annual reports, dividends, etc., complete name and address including pin code are furnished.
  8. Transferees mandatorily have to furnish a copy of the PAN card along with documents submitted for transfer of shares in physical form.

  ii) Transmission (on death of a shareholder) :

  1. Where shares are held in joint names, for deletion of name of the deceased and transmission of shares to the joint holder(s), a certified copy of the death certificate along with share certificate should be submitted to the company.
  2. Where shares are held in single name, on the death of the shareholder, the legal heir(s) should submit the share certificates along with certified copy of any one of the following documents such as probate, succession certificate or letters of administration granted by a competent court, for transmission. It is always advisable to hold shares in joint names to avoid cumbersome formalities in the event of death of the shareholder.
  3. Where the shares are to be transmitted to the nominee of the deceased shareholder, the nominee should submit the duplicate copy of the nomination form (bearing the registration number & date given by the Co.) which was sent to the shareholder after registering the nomination, along with a certified copy of the death certificate and share certificate of the deceased and proof of identity/signature/address of the nominee.
  4. In all the above cases, it is mandatory to furnish a copy of the PAN card along with the documents submitted for transmission of shares.

     This requirement also applies to transposition of shares (Change in the order of names)

  iii) Nomination :

  Shareholders can appoint a nominee for his / her holdings. This will eliminate procedural difficulties for the nominee to inherit ownership of shares after the death of the shareholder(s).

  It is advisable to appoint a nominee where shares are held in individual names. Click here to download Nomination Form.

  iv) Issue of duplicate share certificates

  Loss of Share Certificates of the Company is required to be notified immediately along with a copy of an FIR/Police acknowledged complaint.

  Thereafter the following additional formalities will have to be complied with,

  1. An indemnity, as per draft given by the company, has to be executed by the shareholder.
  2. The loss of share certificates will be intimated to stock exchanges where the shares of the company are listed.
  3. On receipt of confirmation from stock exchange, the company will release an advertisement, regarding loss of share certificate, at Chennai, where the company's registered office is situated. The expenses are to be defrayed by the shareholder.
  4. Besides the above, a similar advertisement is to be released by the shareholder at the place of his / her residence and a copy forwarded to the company.
  5. The company will place the request for issue of duplicate certificates before the board of Directors and issue the same after obtaining approval of the board.

  v) Change of address / Bank details

  Request for change of address / bank details should only be in writing, duly signed by the main holder along with any one of the following documents as proof of change of address / bank details.

  1. Ration card
  2. Passport
  3. Driving license
  4. Voter ID

  This requirement is as per the new guidelines / format prescribed by NSDL / CDSL. Hence, requests for change of address / bank details sent through e-mail and non-cash will not be entertained.

• C. Shares Held In Electronic Form

  i) Depository System

  The depository is the custodian of securities of shareholders in the form of electronic accounts. Presently there are 2 depositories, namely, NSDL and CDSL.

  The following services are offered by the depositories to the investors through their agents who are known as Depository Participants (DPs).

  1. Dematerialisation - Conversion of physical holdings into electronic form.
  2. Rematerialisation - Conversion of electronic form of holdings into physical form.
  3. Maintenance of holdings in electronic form.
  4. Transfer / Transmission of securities.
  5. Electronic credit in public offerings of companies.
  6. Credit of non-cash corporate benefits such as bonus, rights in electronic form.

  ii) Benefits to the investor

  1. No stamp duty involved.
  2. Elimination of bad deliveries and other risks such as loss / theft / mutilation of share certificates.
  3. No courier / postal charges.
  4. Securities are transferred on the very next day of payout as against around 30 days for physical shares.

  iii) Procedure to convert physical holding to electronic holding

  1. The shareholder has to join the depository system by opening an account with a Depository Participant (DP). After completion of all formalities, an account number will be provided to the shareholder. This number should be quoted in all correspondence with the DP and the company.
  2. The share certificates to be converted to electronic form should be submitted to the DP along with a Dematerialisation Request Form (DRF).
  3. The DP will electronically transmit DRF to the depository and electronically generate a Dematerialisation Number (DRN).
  4. The share certificates with a seal, "surrendered for dematerialisation" affixed therein, along with DRF will be submitted to the company by the DP.
  5. The company will verify the DRF and share certificates and if found in order, confirm the dematerialisation to NSDL / CDSL as the case may be, within 15 days from the date of receipt of documents. NSDL / CDSL in turn, will confirm the dematerialisation to the DP.
  6. After receipt of confirmation, the DP will credit the shareholder's a/c with the number of shares dematerialised. The shares will thereafter be held in electronic form.

  iv) Procedure to convert electronic holding to physical holding

  1. A Rematerialisation Form (RRF) duly filled in should be submitted to the DP who in turn will electronically transmit the RRF to the depository and electronically generate a Rematerialisation Request Number (RRN).
  2. The RRF is then sent by the DP to the company.
  3. After verification of the RRF, the company will confirm the rematerialisation to NSDL / CDSL, who will confirm the rematerialisation to the DP. The DP will debit the shareholder's a/c with the No. of shares rematerialised.
  4. Meanwhile the company will issue share certificate(s) for the No. of shares rematerialised.

  D. Dividend:

  1. The dividend declared by the company is payable to those shareholders whose names appear in the register of members as on the record date declared by the company.
  2. The dividend warrants are valid for 3 months from the date of the warrant.
  3. Hence, shareholders are advised to encash the dividend before the expiry of the validity period.
  4. Where the shareholder has registered a dividend mandate, the dividend warrant will be sent directly to the bankers for credit to the shareholder's a/c, under advice to the shareholder.
  5. The dividend warrants will contain the details of banker's name, a/c No. of the shareholder, wherever the details have been furnished by the shareholders.
  6. In the case of shares held in physical form, since the dividend is posted to the address available in the company's register of members, any change in address / bank details etc. should be intimated to the company quoting the Ledger Folio Number, along with proof of change of address.
  7. In the case of shares held in electronic form, since the dividend warrant is posted to the address as made available to the company by NSDL / CDSL, any change in address / bank details etc. should be intimated to the DP only.

  Electronic Clearing Service (ECS)

  The Reserve Bank of India has introduced ECS facility whereby dividend is directly credited to the shareholder's bank a/c. This facility eliminates forgery/fraud, loss of warrant in transit and ensures quick credit to the shareholder's a/c.

  Under this system, the Company's banker will issue payment instructions electronically to The Reserve Bank of India who in turn will supply credit reports to the respective banks of the shareholders.

  Shareholders are advised to avail of the ECS facility. Click here to download ECS Form.

  Investor Education & Protection Fund

  The dividends which remain outstanding will be credited to Investor Education & Protection Fund after a period of 7 years as per the amended provisions of the Companies Act, 1956.

  The amounts once credited to the above Fund cannot be claimed. Hence it is advisable that the shareholders encash the dividend warrants before the expiry of the validity period.

Introduction

This Code of conduct has been framed in compliance with the provisions of Clause 49 of the listing agreement with the stock exchanges. The purpose of this code is to help ensure that the members of the Board, the Senior Management and the employees conduct the business with the highest standards of integrity, honesty, ethics, conduct and governance and also to ensure that they act in an efficient and transparent manner in the conduct of the day to day activities of the organization. It shall be our responsibility to maintain a co-operative, efficient, harmonious and productive work environment in the organization. We therefore shall endeavour to uphold the above in our day to day activities, comply with all applicable policies and procedures and ensure that all adhere to this Code.

Applicability

The Code of conduct shall apply to:

1. All the directors of the company.
2. Members of the senior management of the company ( i.e., one level below the executive directors).
3. Functional heads in the company

The Code

The members of the Board, senior management and the employees of the company must observe and abide with the following code of conduct:

1. To act honestly, diligently and in good faith and integrity in all their dealings with the company.
2. To exercise authority and power with due care and diligence whilst discharging their responsibility of office
3. Not to allow personal interests to conflict with the interests of the company.
4. Comply with all applicable laws and regulations.
5. To observe confidentiality of information acquired in the course of their duties.
6. Use company's property only for official purposes and not for personal gains.
7. Deal fairly with customers, suppliers, employees and other business partners.
8. Supply products and services of the highest quality standard.
9. To maintain high ethical standards.
10. To make proper records of all financial transactions.
11. To always act in the best interests of the company and its stakeholders.
12. To exercise responsibilities with utmost cost consciousness within the organization and shall promote the same.
13. To adhere to the insider trading code of the company.
14. To endeavour to attend all meetings of the Board / committee meetings as are required for the benefit, growth and development of the company.
15. Not to accept any gifts / donations / comparable benefits in cash or kind from suppliers / service providers / business partners, etc. However an exception to this may be made for normal entertainment and for non-cash gifts upto a value of Rs 2,000/-
16. The directors to inform the Board of changes in their interests that may interfere with their ability to perform their duties, and in case of independent directors impact their independence as a board member.

Duties of Independent Directors as laid down in the Companies Act, 2013 is enclosed as an Annexure.

All the members of the Board, Senior Management and the functional heads in the Company shall affirm in writing compliance with this Code on an Annual basis in every financial year.

This Code of conduct was adopted by the Board of Directors at their meeting held on 25-10-2005. The Code was thereafter amended on 23rd July, 2014 to be deemed to come into force with effect from 01-10-2014.

Annexure

Duties of Directors in terms of Section 166 of the Companies Act, 2013:

1. Subject to the provisions of this Act, a director of the Company shall act in accordance with the Articles of the Company.
2. A director of the Company shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareholders, the community and for the protection of environment.
3. A director of the Company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
4. A director of the Company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
5. A director of the Company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company.
6. A director of the Company shall not assign his office and any assignment so made shall be void.

Duties of Independent Directors in terms of Schedule IV of the Companies Act, 2013 shall be as under:

The Code of conduct shall apply to:

1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
2. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
4. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5. strive to attend the general meetings of the Company;
6. where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board Meeting;
7. keep themselves well informed about the Company and the external environment in which it operates;
8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
10. ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11. report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy;
12. acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
13. not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Code of Conduct

Policies: (Click to download)

Corporate Social Responsibility Policy

Related Party Transaction Policy

Vigil Mechanism

Policy on Materiality of Related Party Transactions

Material Subsidary Policy

Policy for determination of Materiality

Archival Policy

Dividend Distribution Policy

Business Responsibility Policy

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

As envisaged under the SEBI (Prohibition of Insider Trading) Regulations, 2015, a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information consistent with the above regulations was adopted by the Company.

The Principles of fair disclosure adopted by the Company are as follows :

1. The Company shall ensure prompt public disclosure of unpublished price sensitive information that would impact price discovery, as soon as, credible and concrete information comes into being in order to make such information generally available.
2. The Company shall make uniform and universal dissemination of unpublished price sensitive information. Selective disclosure of unpublished price sensitive information is to be avoided.
3. Company Secretary will act as the Chief Investor Relations Officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
4. The Company shall promptly disseminate unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise, if at all, to make such information generally available.
5. The Company shall provide appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
6. The Company shall ensure that information if any shared with analysts and research personnel is not unpublished price sensitive information.
7. The Company shall develop best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made therein.
8. The Company shall ensure handling of all unpublished price sensitive information on a “need to know” basis only.

Any subsequent modification(s) / amendment(s) to SEBI (Prohibition of Insider Trading) Regulations, 2015, shall automatically apply to this Code.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation programme for Independent Directors, which also extends to other Non- Executive Directors, aims to familiarize them with the Company, nature of the tyre industry, business model of the Company and also their roles, rights, responsibilities in the Company.

The programme objectives are achieved through presentations and briefings at meetings, plant visits and interactions with key management personnel and senior management team. Presentations are made at meetings of the Board of Directors and Committee meetings and interactions take place in connection with the business transacted during which time, directors get an opportunity to gain an understanding of the Company’s business operations, industry dynamics and evolving business trends, markets situation, product offerings, staffing, risk management framework, internal control processes, financial performance and related matters. The Board members are also briefed about details of relevant regulatory requirements and changes thereto whenever relevant.

The appointment letter issued to the Independent Directors also elaborates their role, duties and responsibilities.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Shareholding Pattern for the Quarter ended 31.12.2015

Shareholding Pattern for the Quarter ended 31.03.2016.

Shareholding Pattern for the Quarter ended 30.06.2016

Shareholding Pattern for the Quarter ended 30.09.2016.

Shareholding Pattern for the Quarter ended 31.12.2016

Shareholding Pattern for the Quarter ended 31.03.2017

Shareholding Pattern for the Quarter ended 30.06.2017

Shareholding Pattern for the Quarter ended 30.09.2017

Shareholding Pattern for the Quarter ended 31.12.2017

Shareholding Pattern for the Quarter ended 31.03.2018

Composition of Committees of Board of Directors.