CORPORATE GOVERNANCE REPORT:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
Vishnu Sugar believes that good corporate governance is essential to achieve long term corporate goals and enhance shareholders' value. The company is committed to produce sugar and value added by-products of good quality and strive continuous improvement in all spheres of its activities to create value that can be sustained over a long term for all the shareholders, employees customers, government and lenders, Vishnu Sugar endeavours to ensure that high standard of ethical conduct are met through the organization.
2. BOARD OF DIRECTORS:
i. Board Meetings held during the financial year ended 31st March, 2012:
During the financial year 2011-12, 6 (six) Board Meetings were held on 30.04.2011, 30.07.2011, 12.08.2011, 29.10.2011, 30.01.2012 and 20.02.2012.
ii. CODE OF CONDUCT:
The Company has a code of conduct for all its Board Members and Senior Management personnel for avoidance of conflicts of interest. It has received from all of them the necessary declarations affirming compliance with it during the year 2011-12.
iii. The Company has not had any pecuniary relationship with any of the Non-Executive Directors during the year under review.
3. AUDIT COMMITTEE
The Audit Committee of the Company met 04 times during the financial year 2011-12 on 30.04.2011, 30.07.2011, 29.10.2011 and 30.01.2012.
TERMS OF REFERENCE
The role and terms of reference of the Audit Committee covers the areas mentioned under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms as may be referred to by the Board of Directors, These include oversight of Company's financial reporting process and disclosure of financial information to ensure that the financial statement is correct, sufficient and credible; reviewing annual and quarterly financial statements with management before submission to the Board; reviewing the adequacy of internal control systems with management, external and internal auditors and reviewing the company's financial risk and management policies.
The Chairman of the Audit Committee attended the Annual General Meeting of the Company held on 26.09,2011 and he ensured that necessary clarifications were provided to the members of the Company on issues regarding accounts and finance.
4. SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE
The constitution of Shareholders/investors Grievance Committee is leaded by Mr. R.K. More, Non-Executive Director, Mr. M. M. Banerjee, acts as the Compliance Officer to the Shareholders/Investors Grievances Committee. As on 31st March 2012 there are no complaints pending.
5. REMUNERATION COMMITTEE
The Company has no remuneration committee and matters relating to remuneration to Executive/ Non Executive Directors are considered by the Board of Directors of the Company. The remunerations payable/paid to Executive Directors are within the limits prescribed u/s 198 of the Companies Act, 1956 and are approved by the Shareholders at the General Meeting.
(i) The Company had no materially significant related party transaction which was concerned to have conflict with the interest of the Company during the year under review access the transactions reported in note no. 26.8 of other disclosures of Annual Report.
(ii) There has not been any non-compliance, penalties or strictures imposed on the company by the Stock Exchange, SEBI or any other statutory authority, on any matter rearrange to the capital markets, during the last three years.
(iii) The Company has complied with all mandatory requirements of Clause 49 as per the listing agreement.
(iv) Shares Reconciliation Certificate & Certificate under clause 47C of the listing agreement the certificate pursuant to SEBI circular dated 31,12.2002 and as per clause 47C of the listing agreement with the Stock Exchange have been duly certified by the practicing company secretary are been submitted to the Stock Exchange.
7. MEANS OF COMMUNICATION
In compliance with clause 41 of the Listing Agreement, the Quarterly, Half yearly and Annual Results were published in the leading English and Bengali Newspapers in Financial Express and Dainik Lipi and are informed to Stock Exchange, however half yearly results are not sent to each household & shareholders. The company's website is www.vishnusugar.com.
8. GENERAL SHAREHOLDERS INFORMATION
Date & Time: 21st September, 2012, at 10 a.m.
Venue: C-3/3 Gillander House, 8, N. S. Road, Kolkata - 700 001
ii. Financial Year Calendar for 2012-2013
Results for quarter ending June, 2012: last week of July, 2012
Results for quarter ending September, 2012: last week of October, 2012
Results for quarter ending December, 2012: last week of January, 2013
Results for quarter ending March, 2013: last week of April, 2013 Unaudited or last week of June, 2013 (If audited)
iii. Date of Book Closure
19.09.2012 to 21.09 2012
iv. Outstanding ADRs/GDRs Warrants or any convertible instruments, conversion date and likely impact on equity
LISTING OF EQUITY SHARES ON STOCK EXCHANGE AT
Bombay Stock Exchange Ltd., Mumbai
BSE Code: 507405
ISIN Number for NSDL & CDSL: INE211K01014
Listing Fees for the year 2011-12 have been paid by the Company.
REGISTRAR AND TRANSFER AGENTS, SHARE TRANSFER SYSTEM
SABI VINIYOG PVT. LTD. is the Company's Registrar & Share Transfer Agents and their contact details are as follows:
SABI VINIYOG PVT. LTD.
1, OLD COURT HOUSE CORNER, 5TH FLOOR, ROOM NO. 514, 519, KOLKATA-700 001
PHONE NO: 033 2231 9012
FAX: 033 2231 7003
SHARE TRANSFER SYSTEM
The share transfers which are received in physical form are normally put into effect within a maximum period of 21 days from the date of receipt by the company's Registrar & Share Transfer Agents.
Company's Sugar Plant is situated at Gopalganj, Bihar
ADDRESS FOR CORRESPONDENCE
C-3/3, Gillander House 8, N.S Road, Kolkata W.B. Pin – 700 001