29 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:41 PM
Bannari Amman Sugars Ltd.

BSE

  • 1,940.05 0.05 (0%)
  • Vol: 73
  • BSE Code: 500041
  • PREV. CLOSE
    1,940.00
  • OPEN PRICE
    1,975.00
  • BID PRICE (QTY.)
    1,940.10(1)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 1,976.95 0.00 (0%)
  • Vol: 895
  • NSE Code: BANARISUG
  • PREV. CLOSE
    1,976.95
  • OPEN PRICE
    1,979.95
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    1,976.95(4)

Bannari Amman Sugars Ltd. Accounting Policy

Corporate Governance ANNEXURE - III

Company's Philosophy on Code of Governance

The Company is committed to achieve high standards of corporate governance

The Company's philosophy on corporate governance envisages the attainment of high levels of transparency accountability and equity in all facets of its operations and in all the interactions with its stakeholders including shareholders employees cane growers lenders and Governments

Board of Directors

The Board of Directors comprises of Executive-Chairman Managing Director and Non-Executive Independent Directors At present 5 Directors are Independent Directors None of the Independent Directors are promoters or related to promoters All Independent Directors at the first meeting of the Board in the financial year gives declaration that he/she meets criteria of independence as required under Section 149 (7) of the Companies Act 2013 The company has issued a formal letter of appointment to all Independent Directors and the terms and conditions of their appointment have been uploaded in the website of the company at the link <http://www.bannari.com/InvestorInformation.html>

The Board was given all material information in advance viz budgets review of budgets cane crush estimates actual cane crushed actual recovery sugar stock details details of power generation and power exported to grid production sales and stock details of granite and distillery products compliance reports etc for facilitating meaningful and focused discussions at the meetings

Performance Evaluation and Meeting of Independent Directors

The Nomination and Remuneration Committee has formulated the methodology and criteria to evaluate the performance of the Board and each Director The performance of the Board and its committees are evaluated through a questionnaire circulated to all directors and based upon the response to the questionnaire the directors do a self evaluation of their performance Accordingly Board reviewed the performance of each of the directors and expressed their satisfaction

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges a meeting of Independent Directors was held on 25.3.2015 to review the performance of the Board the Chairman and the Managing Director and to assess the quality quantity and timeliness of flow of information between the management and the Board The Independent Directors expressed their satisfaction on the performance of the Chairman and the Managing Director and quality quantity and timeliness of flow of information between the management and the Board

Familiarisation Programme for Directors

At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities as a Director of the Company The Director is also explained in detail the compliance required under the Companies Act 2013 Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same The Chairman of the company has one to one discussion with the Directors to familiarize them with the company's operations Further the company has put in place a system to familiarize the Independent Directors about the company its products business modules etc

Code of Conduct

The company has adopted the code of conduct for all Board Members and Senior Management as required under Clause 49 of the Listing Agreement The code is posted in the company's website at the link

<http://www.bannari.com/InvestorInformation.html> All Board Members and Senior Management Personnel have affirmed compliance with the code on an annual basis and a declaration to this effect signed by the Chairman is attached to this report

Whistle Blower Policy

The company has established a whistle blower policy/vigil mechanism for Directors and Employees to report concerns about unethical behavior actual or suspected incidents of fraud or violation of the code of conduct or ethics policy This mechanism

provides adequate safeguards against victimization of directors/employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee The whistle blower policy is posted in the company's website at the link <http://www.bannari.com/InvestorInformation.html>

Related Party Transactions

All transactions entered into with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 are not attracted Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel All Related Party Transactions are placed before the Audit Committee as also to the Board of Directors Omnibus approvals were obtained for the transactions which are of repetitive nature Transactions entered into pursuant to omnibus approval are reviewed by Audit Committee on quarterly basis

The policy on related party transactions as approved by the Board of Directors has been uploaded in the website of the company at the link <http://www.bannari.com/InvestorInformation.html> None of the Independent Director has any pecuniary relationship or transactions vis-a-vis the company

Insider Trading

Pursuant to sub-regulation (1) of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015 the Board of Directors has formulated a code of practices and procedures for fair disclosure of unpublished Price Sensitive information in order to adhere to each of the principle set out in Schedule A to the said Regulations

Committees of the Board

Audit Committee

The Audit Committee consists of Dr M P Vijayakumar Sri T Gundan and Sri E P Muthukumar Sri T Gundan was elected as Chairman of Audit Committee for a period from 21.8.2014 to 10.11.2014 at the Audit Committee Meeting held on 20.8.2014 due to preoccupation of Dr M P Vijayakumar During the financial year ended March 31 2015 the Committee met 6 times at 1212 Trichy Road Coimbatore 641 018 on 30.5.2014 30.7.2014 20.8.2014 12.11.2014 30.1.2015 and 11.2.2015

Dr M P Vijayakumar is the Chairman of the Committee

Sri S V Arumugam member of the Committee resigned from the Board on 16.7.2014 and he has not attended the Meeting held on 30.5.2014

The term of references to the Audit Committee inter alia include the followings

a) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible

b) Recommendation for appointment remuneration and terms of appointment of auditors of the company

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors

d) Reviewing with the management the annual financial statements and auditor's report thereon before submission to the board for approval with particular reference to

i) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act 2013

ii) Changes if any in accounting policies and practices and reasons for the same

iii) Major accounting entries involving estimates based on the exercise of judgment by management

iv) Significant adjustments made in the financial statements arising out of audit findings

v) Compliance with listing and other legal requirements relating to financial statements

vi) Disclosure of any related party transactions

vii) Qualifications in the draft audit report

e) Reviewing with the management the quarterly financial statements before submission to the board for approval

f) Reviewing with the management the statement of uses / application of funds raised through an issue (public issue rights issue preferential issue etc) the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter

g) Review and monitor the auditor's independence and performance and effectiveness of audit process

h) Approval or any subsequent modification of transactions of the company with related parties

i) Scrutiny of inter-corporate loans and investments

j) Valuation of undertakings or assets of the company wherever it is necessary

k) Evaluation of internal financial controls and risk management systems

l) Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems

m) Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit

n) Discussion with internal auditors of any significant findings and follow up there on

o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board

p) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern

q) To look into the reasons for substantial defaults in the payment to the depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors

r) To review the functioning of the Whistle Blower mechanism

s) Approval of appointment of CFO (i e the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications experience and background etc of the candidate

t) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of Dr M P Vijayakumar Sri T Gundan and Sri E P Muthukumar Dr M P Vijayakumar is the Chairman of the Nomination and Remuneration Committee During the financial year ended March 31 2015 the Committee met 2 times at 1212 Trichy Road Coimbatore 641018 on 12.11.2014 and 30.1.2015 Particulars of meetings attended by the members of the Nomination and Remuneration Committee are given below

The term of references to the Nomination and Remuneration Committee inter alia include the followings

a) Formulation of the criteria for determining qualifications positive attributes and Independence of a Director and recommend to the Board a policy relating to the remuneration of the Directors Key Managerial Personnel and other employees

b) Formulation of criteria for evaluation of Independent Directors and the Board

c) Devising a policy on Board diversity

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal

Remuneration Policy

The remuneration policy is directed towards rewarding performance based on the review of achievements It is aimed at attracting and retaining talents The remuneration structure shall be determined after taking into consideration of age qualification experience in the respective field past performance of the individual concerned regulatory frame work competition in the industry financial position of the company The appointment and remuneration of Executive Directors viz the Chairman and the Managing Director is governed by the recommendation of Nomination and Remuneration Committee approval of the Board of Directors and shareholders of the company The remuneration consists of salary perquisites allowances and commission which are subject to the limitations specified under the Companies Act 2013 and Schedule V to the said Act

The Non-Executive Directors are paid sitting fees of Rs 5000/- (Rupees Five thousand only) for each meeting of the Board or Committee thereof The company shall also reimburse the out of pocket expenses incurred by the Directors for attending the meetings

The remuneration paid to the Chairman Managing Director and other Key Managerial Personnel are disclosed at page Nos 48 & 49 The company does not have any Employees Stock Option Scheme The nomination and remuneration policy of the company is annexed to this report

Shareholders' / Stakeholders' Committee

The Shareholders' Committee was formed to specifically look into the shareholders'/investors' complaints if any on transfer of shares non receipt of Balance Sheet non receipt of declared dividend etc and Sri S V Arumugam Dr M P Vijayakumar and Sri B Saravanan were the members of the said committee till 30.5.2014 The Shareholders' Committee met on 30.5.2014 Dr M P Vijayakumar and Sri B Saravanan were present at the meeting held on 30.5.2014 and Sri S V Arumugam had not attended the said meeting

In line with the provisions of the Companies Act 2013 and Listing Agreement the Board of Directors at its meeting held on 30.5.2014 re-named "Shareholders' Committee" as "Stakeholders' Committee" and reconstituted the committee with the following Directors viz Sri T Gundan Sri S V Balasubramaniam Dr M P Vijayakumar and Sri A K Perumalsamy Sri T Gundan is the Chairman of the Stakeholders' Committee After renaming / reconstitution the Stakeholders' Committee met three times at 1212 Trichy Road Coimbatore 641018 on 30.7.2014 11.11.2014 and 11.2.2015 Particulars of meetings attended by the members of the Stakeholders' Committee are given below :

The term of references to the Stakeholders' Committee inter alia include the followings

a) Oversee and review all matters connected with the grievances of investors/shareholders and other stakeholders of the company &

b) Oversee the performance of the company's registrars and share transfer agents

Sri C Palaniswamy Company Secretary is the compliance officer

The Company received 7 complaints from the shareholders during the financial year 2014-2015 All the complaints have been resolved to the satisfaction of shareholders No complaint was pending as on 31.3.2015

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee consists of Dr M P Vijayakumar Sri S V Balasubramaniam Sri T Gundan and Dr Radha Ramani Dr M P Vijayakumar is the Chairman of the Corporate Social Responsibility Committee During the financial year ended March 31 2015 the Committee met 2 times at 1212 Trichy Road Coimbatore 641018 on 12.11.2014 and 30.1.2015 .

The term of references to the Corporate Social Responsibility Committee inter alia include the followings

a) To formulate and recommend to the Board a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the company in compliance with the provisions of the Companies Act 2013 and Rules made thereunder

b) To recommend the amount of expenditure to be incurred on CSR activities

c) To monitor the implementation of the framework of the CSR Policy

d) To approve the Annual Report on CSR activities

Risk Management Committee

The Risk Management Committee consists of Dr M P Vijayakumar Sri S V Balasubramaniam Sri B Saravanan and Sri T Gundan Dr M P Vijayakumar is the Chairman of the Risk Management Committee During the financial year ended March 31 2015 the Committee met one time at 1212 Trichy Road Coimbatore 641018 on 30.1.2015 All the members of the Committee were present at the meeting held on 30.1.2015

The term of references to the Risk Management Committee inter alia include the followings

a) Oversight of the risk management performed by the executive management

b) To ensure that the risk management plan and policies implemented by the company is effective in identifying analyzing and mitigating all material risks involved in the business of the company

c) To assist the Board in formulation of Risk Management Plan and strategies

The company had pursuant to Clause 35B of the Listing Agreement provided the facility of postal ballot in addition to e-voting/voting at meeting M/s C Thirumurthy & Associates Company Secretaries were appointed as the Scrutinizers to conduct e-voting and voting through postal ballot in a fair and transparent manner

The Scrutinizers conducted the voting process and submitted their report to the Chairman of the company Based on the voting results the resolutions were passed at the meeting The details of voting were submitted to the stock exchanges and uploaded in the company's website <http://www.bannari.com/InvestorInformation.html>

At the ensuing Annual General Meeting it is proposed to pass special resolutions in respect of the matters connected with the re-appointment of Sri S V Balasubramaniam as the Chairman of the company with substantial powers of the management and adoption of new set of Articles of Association of the company

Disclosures

^ None of the transactions with related parties during the year 2014-2015 were in conflict with the interest of the company

^ There was no instance of non-compliance of any matter related to the capital markets during the last 3 years

^ In the preparation of the financial statements the company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the notes to the financial statements

^ The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement with Stock Exchanges Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement is being reviewed by Board from time-to-time

Means of Communication

The quarterly /half-yearly /annual financial results of the Company are announced within the stipulated period and are normally published in an English and Tamil newspaper The financial results are also accessible from the Company's website at the link <http://www.bannari.com/InvestorInformation.html>

Shareholders' Information Annual General Meeting

Day and Date : Wednesday the 23rd September 2015

Time : 3.45 P M

Venue : Jenneys Residency 2/2 Avinashi Road Civil Aerodrome Post Coimbatore 641 014

Financial Year :

2014 - 2015

Date of Book Closure for the purpose of Dividend and AGM :

19.9.2015 to 23.9.2015 (both days inclusive)

Dividend :

Rs 2.50 per equity share (proposed)

Dividend Payment Date :

On or before 7.10.2015

Financial Calendar

Announcement of Quarterly Results for the financial year 2015-2016 : Within 45 days from the end of each quarter

Share Details

The company's Equity Shares are listed on the following Stock Exchanges: Stock Code

BSE Limited :500041

Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001

National Stock Exchange of India Limited :BANARISUG

“Exchange Plaza” Bandra-Kurla Complex Bandra (E) Mumbai 400 051

The Company has paid the annual listing fees for the year 2015-2016 to the above Stock Exchanges

Outstanding GDRs/ADRs/Warrants or any convertible instruments

The company does not have any GDRs/ADRs/Warrants or any convertible instruments

Dematerialisation of Shares

The shares of the company are in compulsory demat segment Members have option to hold their shares in demat form either through National Securities Depository Limited (NSDL) or the Central Depository Services (India) Limited (CDSL) About 96.49% shares of the company have been dematerialized ISIN allotted to our company is INE459A01010

Share Transfer Agent

M/s Cameo Corporate Services Limited

"Subramanian Building" 1 Club House Road Chennai 600 002 Telephone : 044-28460395 Fax : 044-28460129 E-mail : investor@cameoindia.com  

Share Transfer documents Non-receipt of share certificates sent for transfer Nomination forms and Change of address may be directly sent to the above address

Share Transfer System

The Share transfers in physical form are normally registered and returned within a period of 15 days from the date of receipt if the documents are in order The share transfers are approved by the Share Transfer Committee which usually meets twice in a month

Plant Locations

Sugar Unit I Co-Generation Bio-Diesel & Granite Processing

Alathukombai Village Erode District Tamilnadu

Sugar Unit II & Co-Generation

Alaganchi Village Mysore District Karnataka

Sugar Unit III & Co-Generation

Kunthur Village Chamarajanagar District Karnataka

Sugar Unit IV & Co-Generation

Kolundampattu Village Thiruvannamalai District Tamilnadu

Distillery

I Sinnapuliyur Village Erode District Tamilnadu II Alaganchi Village Mysore District Karnataka

Bio-Compost

I Modur Village Erode District Tamilnadu II Alaganchi Village Mysore District Karnataka

Wind Mills

Radhapuram Irukkandurai and Karunkulam

Villages Thirunelveli District Tamilnadu

Address for Correspondence

Non-receipt of dividend Transmission Consolidation Split and other queries may directly be sent to the following address

The Company Secretary Bannari Amman Sugars Limited 1212 Trichy Road Coimbatore 641 018 Tamilnadu Email: shares@bannari.com