1. Introduction and statement of principles

2. Cooperation with customers, suppliers and other business partners

3. Management and employees at Voith

4. Implementation of the Code of Conduct

1) Designated Officials responsible for assisting and handling investor's grievances:
a) Company Secretary
Name: Mr. C. S. Gugliani
E-mail: Chandershekhar.Gugliani@voith.com
Phone: +91-129-4292 200
Fax: +91-129-2232 072

b) Asst. Co. Secretary
Name: Mr. K. K. Maheshwari
E-mail: Krishan.Maheshwari@Voith.com
Phone: +91-129-4292 200
Fax: +91-129-2232 072

Investors may also contact the company at following E-mail for redressal of their complaints / grievances:
E-Mail: investorcare.vffa@voith.com

2) Details of Agreements entered into with Media Companies and / or their Associates:
Company does not have any agreement with any Media Company.

3) Result of Postal Ballot - 2011
The shareholders of the company have passed the special resolution, through postal ballot, altering the Object Clause of Memorandum of Association and Authorizing the Board of Directors to start new business activities.

4) Candidatures of Directors

5) Annual Report

6) Details of Unpaid / Unclaimed Dividends

7) IEPF Shares
In terms of the provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority Rules, 2016 and the notification issued by the Ministry of Corporate Affairs in this regard, shares of the company in respect of which dividend remained unclaimed/unpaid for seven consecutive years or more, are required to be transferred to the designated Demat Account of the Investor Education and Protection Fund Authority (IEPF Authority) by the company.

Communication was sent to the members concerned, providing them an opportunity to claim such dividends. Accordingly, the company had already transferred relevant shares on which dividend remained unclaimed since 2008-09, to IEPF Authority. Also, the company will be transferring further shares to IEPF Authority, on which dividend had remained unclaimed since 2009-10. Hence, shareholders are requested to make their claims, if any, in this regard, latest by March 15th 2018.

Shareholders may note that the shares/dividend transferred to IEPF, can only be claimed back by them, by making an application (to be filed online) to the concerned Authority in “IEPF Form -5”, which can be downloaded from the following link: http://iepf.gov.in/IEPFA/refund.html

The necessary details of such shares can be accessed as follows:

8) Change in Directorship & other developments
Mr. C.S.Panigrahi has resigned from the office of Director effective 24^th July, 2014 due to personal reasons. Mr. R. Krishna Kumar appointed as Managing Director effective 1^st August, 2014.
Mr. Makus Mader resigned from the office of Director effective 6^th August, 2014 due to preoccupation in other assignments.
Ms. Patricia Annette Sargeant ceases to be a Director effective from 5^th November, 2015.
Ms. Shahana Basu has been appointed as an Additional Director of the company, effective from 6^th February, 2016.
Outcome of board meeting held on 12th August, 2017

The holding company has withdrawn the nomination of Mr. Martin Gustav Scherrer effective from close of business hours of Thursday, 5th July, 2018 in view of him being assigned responsibilities as CEO of Voith Robotics, Germany. Further the holding company has nominated Mr. Benno Edmund Morlock as a Director and the Chairman of the Board, effective from the start of business hours on Friday, 6th July, 2018 subject to completion of necessary procedural formalities in this regard.

9) Voting Results for General Meetings

10) Insider Trading Code

11) Details of Familiarization Programme attended by Independent Directors

The Independent Directors are already conversant with their roles, rights, duties and responsibilities in the company, and are familiar with the nature of industry in which the company operates, business model of the company etc., as they have been associated with the company for years. Further, at the Board Meetings, Independent Directors are regularly updated with the latest activities of the Company, as well as with the relevant statutory changes that have occurred since previous Board Meeting. This way they devote adequate time to understand, familiarize and remain updated about the activities of the Company.

12) Movement in Shareholding of Top 10 Shareholders

13）Postal Ballot – 2019 

The Company has formulated following policies:

1. Nomination and Remuneration Policy
This policy has been formed to ensure that appropriate and suitable persons are appointed on the Board of the Company and at the Senior Management Positions (members of the management team of the Company, comprising all members of management one level below the executive/managing director, including all functional heads) and that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and Senior Management Personnel, of the quality required to run the Company successfully, and the relationship of remuneration to performance, meets appropriate performance benchmarks. The full Policy can be accessed here
2. Corporate Social Responsibility Policy
This Policy would enable the company to participate/undertake (directly or indirectly) or to make obligatory contributions in the projects or programs or activities as specified in the Schedule VII attached to the Companies Act, 2013, as amended. The requisite details under this policy shall be disclosed suitably as & when the company spends the amount for any CSR project or activity.
The full Policy can be accessed here
The CSR Report for the year ended on 31/03/2016 can be accessed here

3. Whistle Blower Policy

This Policy has been prepared in pursuance of the provisions contained in the Companies Act, 2013 and requirements of Listing Agreement, that casts an obligation on a listed company to establish a vigil mechanism for the directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the company?s code of conduct.

The policy also provides for adequate safeguards against victimization of director(s) or employee(s) who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in exceptional cases.

4. Related Party Transaction Policy
This Policy is intended to ensure the proper approval and reporting of transactions between the company and its related parties, in accordance with the applicable provision of the Companies Act, 2013 and Listing Agreement or any other law for the time being in force. The full Policy can be accessed here

5. Materiality Policy
Materiality-Policy.pdf

6. Archival Policy
Archival-Policy.pdf