25 Apr 2017 | Livemint.com

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Balaji Distilleries Ltd. (Merged) Accounting Policy

REPORT ON CORPORATE GOVERNANCE FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2010

The report on Corporate Governance forms part of the Directors Report.

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The essential elements of Corporate Governance are fairness, transparency, accountability and responsibility to which your Company continues to remain committed. The Company will endeavour to improve on these aspects on an ongoing basis.

2. BOARD OF DIRECTORS

a) The Composition of the Board during the year is given below:

• Executive Director:

Shri R Raghuram, Managing Director

• Non Executive Directors:

Shri S V Sesha Reddy

Shri V Chandrasekhara Reddy

b) Details of Attendance at Board Meetings and last AGM and details of memberships in other Boards and Board Committees:

The Board met six times during the financial year 2009-2010 - on 29th May 2009, 15th June 2009, 30th June 2009, 31st July 2009, 30th October 2009, and 29th January, 2010. Necessary steps are being taken to broad base the Board so as to ensure optimum combination of executive, non­-executive and independent Directors.

c) Remuneration of Directors:

The remuneration paid to the Managing Director is within the ceiling as per the resolution approved by the shareholders.

d) Code of conduct:

The Company has laid down procedures to be followed by the Members of the Board and Senior Management Personnel for ethical professional conduct.

A declaration signed by the Managing Director to this effect is annexed thereto.

e) CEO/CFO Certification:

Certification by CEO and CFO as required under Clause 49(V) of the listing agreement was placed before the Board at its meeting held on 31.07.2010.

f) Particulars of retiring Directors:

Shri V Chandrasekhara Reddy, is a Director of the Company since 29.06.2001. He is a Chartered Accountant and has about 19 years of experience in Finance, Accounts and General Management. He is also a Director in 1) Polar Breweries Limited 2) Star Investments Private Limited and 3) Ador Computers Private Limited.

3. AUDIT COMMITTEE

The functioning and terms of reference of the Audit Committee are as prescribed under section 292A of the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges including their role, powers, duties, quorum and frequency of the meeting.

The Audit Committee of the Company comprises 3 members viz., Shri R Raghuram, Shri S V Sesha Reddy and Shri V Chandrasekhara Reddy. Shri V Chandrasekhara Reddy acts as Chairman of the Committee. The Company Secretary acts as Secretary to the Audit Committee.

During the financial year 2009-2010 five meetings were held on 29th May 2009, 30th June 2009, 31st July 2009, 30th October 2009 and 29th January 2010.

Committee Members: No. of Meetings attended

Shri R Raghuram: 4

Shri S V Sesha Reddy: 3

Shri V Chandrasekhara Reddy: 5

4. REMUNERATION COMMITTEE

The terms of reference of Remuneration Committee pertains to determining the company's policy on and approving remuneration package to the managerial personnel.

The Remuneration Committee of the Company comprises 3 members viz., Shri R Raghuram, Shri S V Sesha Reddy and Shri V Chandrasekhara Reddy. Shri V Chandrasekhara Reddy acts as Chairman of the Committee.

During the financial year 2009-2010, there were no remuneration committee meetings held.

5. SHARE TRANSFER/INVESTORS GRIEVANCE COMMITTEE

During the year the Company has not received any investors complaints requiring redressel.

The Share Transfer/Investor Grievance Committee comprises 3 members viz., Shri R Raghuram, Shri S V Sesha Reddy and Shri V Chandrasekhara Reddy.

Shri V Chandrasekhara Reddy acts as Chairman of the Committee and Shri G Sriraman, Company Secretary acts as the Compliance Officer.

13 meetings of Share Transfer/Investors Grievance Committee were held during the year ended 31st March 2010. Attendance at meetings during the period:

Committee Members: No. of Meetings attended

Shri R Raghuram: 13

Shri S V Sesha Reddy: 7

Shri V Chandrasekhara Reddy: 13

As on 31st March 2010, there were no pending share transfers.

7. DISCLOSURES

During the year ended 31.03.2010, the Company had no materially significant related party transactions, other than those mentioned in the Notes on Accounts as is envisaged under the Corporate Governance Code, that may have potential conflict with the interest of the Company at large.

There has not been any non-compliance, penalties or strictures imposed on the Company by the stock exchanges, SEBI or any other statutory authority, on any matter related to capital markets, during the last year.

Though there is no separate Whistle Blower Policy, no personnel has been denied to access to the Audit Committee to air his views.

Management Discussion and Analysis highlighting the business of the company has been mentioned in the Directors Report.

The Company has adopted all the mandatory requirements and has constituted a Remuneration Committee though there is no mandatory requirement.

8. MEANS OF COMMUNICATION

Quarterly results are published in the Trinity Mirror (National Daily) and Makkal Kural (Regional Newspaper).

As per the listing agreement, the Company will provide a soft copy of the Annual Report for the financial year 2009-­2010 to the Stock Exchanges for its dissemination on the Exchange website. The Company has not made any presentation to institutional investors or to the analysts.

9. GENERAL SHAREHOLDERS INFORMATION

1) Date, time and venue of 26th AGM : Thursday, the 30th September 2010, at 11.00 a.m. at Balamandir German Hall, No.17, Prakasam Street, T.Nagar, Chennai 600 017

2) Financial Year : 1st April to 31st March

3) Date of Book Closure : Monday, the 27th September 2010 to Thursday, the 30th September 2010 (both days inclusive)

4) Dividend payment date : No dividend is being recommended

5) Listing on Stock Exchanges :

(i) Madras Stock Exchange Limited

Exchange Building, Post Box No.183 11, Second Line Beach, Chennai 600 001

Tel:91-44-25224392, 25228951 Fax:91-44-25244897

(ii) The Hyderabad Stock Exchange Ltd

6-3-654 Somajiguda Hyderabad 500 082.

Tel: 91-40-23371701, Fax:91-40-23371696

(iii) Bombay Stock Exchange Limited

Phiroze Jheeiheebhoy Towers Dalal Street Mumbai 400 001.

Tel:91-22-22721233 / 22721234 Fax:91-22-22721919, 22723121

6) Listing fees : Paid for the year 2010-11 to the above Stock Exchanges as per the listing agreement

7) ISIN No. : INE453A01013

Stock Code : BSE : 500035

9) Registrar and Transfer Agents: (for both physical and electronic transfers) :

Cameo Corporate Services Limited

Subramanian Building No.1, Club House Road, Chennai 600 002

Tel:91-44-28460390 (5 lines) Fax:91-44-28460129

Email: cameo@cameoindia.com

10) Share Transfer System : The Company's shares are traded in the Stock Exchanges on dematerialised mode. The transfers are normally processed within 15-20 days from the date of receipt, if the documents are complete in all respects.

11) Dematerialisation of shares and liquidity : As on 31.03.2010, 34.84% of the Company's shares representing 4,98,26,400 shares were held in the dematerialised form. The Company's shares are available for trading in the depository systems of both the National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL).

The 9 crores shares allotted on 15.06.2009 consequent upon conversion of warrants into equity shares are yet to be listed in the Stock Exchanges. Due to which these 9 crores shares are held on physical form.

12) Compliance Officer : Shri G Sriraman, Company Secretary

Balaji Distilleries Limited

No.9, Bazullah Road, T.Nagar, Chennai 600 017, Tamil Nadu

Tel: 91-44-2815 8866/4260 6000 Fax: 91-44-42606792/4260 6797

13) Outstanding GDR/ADR/Warrants or any convertible instruments : Nil

14) Plant Locations : Distillery:

Bye-pass Road, Poonamallee, Chennai 600 056. Tamil Nadu

Tel: 91-44-2627 2436/2627 2169 Fax: 91-44-2627 2116

Brewery:

Mount Tiruvallur High Road, Aranvoyal Village Tiruvallur District - 602 025. Tamil Nadu

Tel: 91-44 2762 1187/2762 1188 Fax: 91-44-2762 2083

15) Registered Office

By-pass Road, Poonamallee, Chennai 600 056. Tamil Nadu

Tel: 91-44-26272436/26272169 Fax: 91-44-26272116

16) Address for correspondence : Balaji Distilleries Limited

Corporate Office:

No.9, Bazullah Road, T.Nagar, Chennai 600 017, Tamil Nadu

Tel: 91-44-2815 8866/4260 6000 Fax: 91-44-4260 6792/4260 6797

Email: bdl_tnagar@rediffmail.com