28 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:41 PM
VST Industries Ltd.

BSE

  • 2,880.00 21.65 (0.76%)
  • Vol: 55
  • BSE Code: 509966
  • PREV. CLOSE
    2,858.35
  • OPEN PRICE
    2,876.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 2,868.50 0.00 (0%)
  • Vol: 1066
  • NSE Code: VSTIND
  • PREV. CLOSE
    2,868.50
  • OPEN PRICE
    2,833.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    2,868.50(1)

VST Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

The Directors present the Company's Report on Corporate Governance for the year ended 31st March, 2016.

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Your Company considers good Corporate Governance a pre-requisite for meeting the needs and aspirations of its Members and other stakeholders in the Company. The Board of Directors of your Company firmly believes that the same could be achieved by maintaining transparency in its dealings, creating robust policies and practices for key processes and systems with clear accountability, integrity, transparent governance practices and the highest standard of compliance.

2. BOARD OF DIRECTORS

None of the Directors are related to one another.

None of the Independent Non-Executive Directors has any pecuniary relationship or transactions with the Company, its promoters or its senior management which in the judgement of Board may affect the independence of the Director except receiving sitting fees for attending Board/Committee meetings and commission from the Company.

(a) Other details

The Board of Directors of your Company is routinely presented with all requisite information inter alia as required under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). Detailed agenda notes containing details required for decision making are circulated to the Directors in advance. Those that could not be included in the agenda are tabled/ placed during the course of the Board Meeting. The meetings are held as per the calendar finalised in consultation with the Board Members and the notice and agenda of the meetings are circulated well in advance.

The Board exercises its powers subject to the provisions of the Companies Act, Memorandum & Articles of Association, the Listing Regulations and other statutory provisions. The Board reviews the performance and takes on record the actions taken by the Company/management on its suggestions. The Board meets atleast four times a year and the gap between two meetings is not more than 120 days.

None of the Directors on the Board is a Member of more than ten committees or a Chairman of more than five such committees, across all the companies in which he/she is a Director as required under Regulation 26 of the Listing Regulations.

(b) Familiarisation Programme for Independent Directors

In order to familiarise the independent directors with the Company and to inform them about their roles, rights and responsibilities, the Company conducts orientation programmes by various departmental heads such as legal & secretarial, marketing, finance, technical, etc. The independent director is also taken for a market visit, visit to tobacco growing areas, leaf division and tour of the plant. In addition to the above, any other detail which the director wants or any other department or function which the director wants to meet is also arranged. The Policy on Familiarisation Programme for Independent Directors and the details of such familiarisation programmes are disseminated on the website of the Company (www.vsthyd.com/i/Familiarisation  Program.pdf).

3. AUDIT COMMITTEE

(a) Terms of Reference

The primary objective of the committee is to monitor and provide an effective supervision of the financial reporting process, to ensure accurate and timely disclosures with highest level of transparency, integrity and quality of financial reporting. The terms of reference of the Audit Committee covers all the matters specified in Section 177 of the Companies Act and those enumerated in Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee are as under:

1. 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;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's 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;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgement by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. 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 utilised 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 the matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. 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;

14. Discussion with internal auditors of any significant findings and follow up thereon;

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

16. 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;

17. 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;

18. To review the functioning of the Whistle Blower mechanism;

19. 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;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. The Audit Committee mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee) submitted by management;

3. Management letters/letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

6. Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

4. NOMINATION AND REMUNERATION COMMITTEE

(a) Terms of Reference

Pursuant to Section 178 of Companies Act, 2013 read with Regulation 19 of the Listing Regulations, the terms of reference are as under:

(a) Identify persons who are qualified to become Directors in accordance with the criteria laid down;

(b) Lay down the criteria for appointment at senior management level;

(c) Recommend to the Board, appointment and removal of Directors;

(d) To vet and approve recommendations from the Executive Directors for the appointment and succession of senior managers;

(e) Formulate a criteria for evaluation of every Director's performance;

(f) Formulate criteria for determining qualifications, positive attributes and independence of a director;

(g) Recommend to the Board a policy relating to remuneration for Directors, Key Managerial Personnel & other employees;

(h) Assess, approve or recommend the training and development requirements of Directors and senior management as recommended by the Executive Directors;

(i) Devising a policy on board diversity.

(c) Remuneration Policy Purpose

The remuneration policy defines the compensation or remuneration philosophy of the organisation. It specifies about the drivers of the philosophy, where the Company positions itself in the overall industry/market related percentile, who are the comparators for the purpose of remuneration.

Scope

It covers the executive directors and management level employees of the Company comprising of senior management, middle management and junior management.

Compensation Philosophy

The Company's compensation philosophy is driven by:

• Business performance

• Ability to pay

• Market/industry positioning vis-a-vis our relevant competitors

For determining the market/industry positioning, FMCG, manufacturing and other sector companies form the basket of comparators with primary focus on FMCG sector. The list of the comparators and the positioning of the remuneration structure is reviewed periodically in tune with the requirement of the Company. Employee compensation positioning is determined by his/her performance as assessed on the basis of the applicable performance management system, as in vogue from time to time.

Policy Definition

• Remuneration policy of the Company has been designed to attract, retain and motivate the employees and directors of the quality required to run the Company successfully.

• The remuneration is directly linked to the individual performance and is measurable on specified benchmarks as set by the Company.

• The remuneration is an optimum mix of fixed and variable pay and comprises of the components as mentioned under:

a. Fixed components: Comprising of

(i) Basic salary;

(ii) Fixed allowances & perquisites;

(iii) Retiral benefits.

b. Variable components:

Comprising of performance linked bonus, paid annually.

Individual compensation fixation is as under:

• Executive directors & senior management: Compensation fitment for executive directors is in the top quartile or thereabout and for others, above the median of the market/industry positioning depending upon the ability/ capability of individual.

• Middle & junior management: Individual compensation fitment in this category is around the median of the market/industry positioning depending on the ability/capability of the individual.

The variable component of the salary goes up to 35% of the total cost to the Company for senior management. The variable component for the executive directors is subject to statutory provisions and approval of the Members. The Company's performance management system differentiates the executives under four categories and they are accordingly rated based on the agreed key result areas. The reward is linked to the performance rating.

Exemplary performance during the performance period is recognised by a one-time award which can be in cash or kind. The review of the compensation structure in line with the market is done periodically as may be required but at least once in three years. All other perquisites and benefits is reviewed at least once in three years

Remuneration of Non-Executive Directors

Non-Executive Directors of the Company are paid sitting fees for attending Board & Committee meetings, reimbursement of expenses for attending the meetings and commission as a percentage of net profit as approved by the Members within the overall limit prescribed under the law and are not eligible for any fixed remuneration or stock options.

Criteria for selection and appointment of directors

The Nomination and Remuneration Committee is responsible for identifying, screening, recommending to the Board a candidate for appointment as director. Based on the recommendation of the Committee, the Board identifies the candidate for the position of director. While identifying the candidate, inter alia the following are taken into consideration:

• Qualification, experience and expertise;

• Skills, abilities and personal contribution;

• Commitment to spare time to attend Board/Committee and other meetings as may be necessary;

• Diversity of perspectives brought to the existing Board;

• Existing composition of the Board.

The qualification of the candidate is scrutinised by the Committee taking into account educational degree, college/ institution, professional qualification if any, etc. In addition, there is also a criteria regarding minimum work experience and the positive attributes such as leadership quality, level of maturity, management capabilities, strategy vision, past records of misconduct, problem solving abilities, etc., on which the candidate is judicially scrutinised.

In case of an internal candidate, the senior management employee is also evaluated on the above criteria before being recommended for promotion as a director. While considering re-appointment of the directors, their performance evaluation report is taken into account.

In case of independent director, the independence, integrity, expertise, experience and interest pecuniary or otherwise as per the statutory provisions are also assessed before appointment.

Criteria for performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, criteria for performance evaluation of individual directors, Board as a whole as well as the Board Committees has been formulated.

Performance of the directors were evaluated on broad criteria such as contribution and value addition to the Board and Committees thereof; contribution to the Company and management to achieve its plans, goals, corporate strategy and risk mitigation; level of preparedness; level of participation in the Board and Committee meetings etc. In addition to the above parameters, the performance of Executive Directors was also evaluated against their Key Responsibility Areas (KRAs). The Chairman's performance was evaluated by Independent Directors on above parameters after taking into account the views of Executive and Non-Executive Directors. Independent Directors were also assessed based on their performance vis-a-vis Code for Independent Directors under Schedule IV of the Companies Act, 2013. A structured format for evaluation of the Directors on the above parameters has been prepared for the purpose. Director being evaluated does not participate in the evaluation process.

The performance of Board Committees was evaluated by the Board on the basis of their achievement of charter and role of each Committee. The performance of Board as a whole was evaluated by the Independent Directors on the basis of its duties and responsibilities as per terms of reference. The evaluation also assesses the Board composition, need for induction/change in Directors, Board's role in contributing to the growth and progress of the Company, etc.

The overall outcome from the evaluation was that the Board and its individual director are performing effectively and  that the Board is well supported to focus on strategy, governance and compliance.

The Company has no stock option scheme and hence no stock options have been granted to the Directors.

Benefits include gas, electricity, water, furnishings, medical reimbursement and leave travel concession for self and family, club fees, personal accident insurance, etc., in accordance with the rules of the Company, the monetary value of such perquisites being limited to Rs.10,00,000 per annum for Managing Director and Rs.4,00,000 per annum for Whole-time Director. In addition, the following perquisites are provided which are not included in the above monetary limit:

a. Rent free furnished accommodation owned/leased/rented by the Company or housing allowance in lieu thereof, as per the rules of the Company;

b. Contribution to Provident Fund and Superannuation Fund up to 27% of salary and contribution to Gratuity Fund up to 8.33% of salary as defined in the rules of the respective funds, or up to such other limit as may be prescribed under the Income Tax Act, 1961 and the Rules there under for this purpose;

c. Use of Company car for official purposes and telephone at residence (including payment for local calls and long distance official calls);

d. Encashment of unavailed leave as per the rules of the Company at the time of retirement/cessation of service;

e. Long service award as per the rules of the Company;

f. Costs and expenses incurred by the Company in connection with joining/transfer from one location to another as per the rules of the Company.

The appointment of Executive Directors is governed by resolutions passed by the Board of Directors and the Members of the Company, which cover the terms and conditions of such appointment, read with the service rules of the Company. The notice period for Executive Directors is six months as per Article No.101 of Articles of Association of the Company. No significant material transactions have been made with the Non-Executive Directors vis-a-vis the Company. There are no service contracts entered into and no severance fees paid to the directors.

(e) Criteria for making payments to Non-Executive Directors

The Board periodically reviews the criteria for making payments to Non-Executive Directors. Members of the Company have approved payment of commission not exceeding one per cent of the net profits to the Non-Executive Directors of the Company for each of the five financial years commencing from 1st April, 2013. Commission paid to Non-Executive Directors is determined based on their performance evaluation and on the basis of their memberships in various committees of the Board.

(f) Number of shares and convertible instruments held by Directors

Except Mr. S. Thirumalai who holds 25 equity shares, none of the other Directors hold any shares in the Company. There are no convertible instruments issued by the Company and hence none held by the Directors during the year ended 31st March, 2016.

5. STAKEHOLDERS' RELATIONSHIP COMMITTEE

In terms of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Committee inter alia looks after the redressal of the investors' complaints, issue of duplicate shares, reviews the work of the Registrar and Share Transfer Agents, etc.

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility Committee has been constituted.

The terms of reference of the Committee as under:

- Identify the areas for carrying out the activities and formulate policy to undertake the same;

- Identify the projects, programmes for specific area of activity, finalise the budget and earmark the expenditure for each activity and recommend the same to the Board every year;

- To determine the location where CSR activities shall be undertaken;

- To monitor the progress of the projects/activities from time to time;

- To nominate employees who shall be responsible for implementation, execution and monitoring of CSR activities;

- To hire services of external service providers, Non-Governmental Organisations (NGOs), volunteers, professionals, consultants, specialised agencies, etc. if required, to undertake such activities.

In addition, the Company has also constituted Committee of Directors comprising of Mr. Raymond S. Noronha, Mr. Devraj Lahiri, Ms. Mubeen Rafat, Mr. N. Sai Sankar and Mr. S. Thirumalai to overview and authorise for banking transactions.

7. INDEPENDENT DIRECTORS MEETING

During the year, the Independent Directors met on 21st April, 2015 without the presence of non-independent directors and members of management inter alia to review their role, functions and duties. They further reviewed the guidelines of professional conduct as enumerated in Schedule IV (Code for Independent Directors) of the Companies Act, 2013. During the said meeting, the Independent Directors reviewed the performance of Non-Executive Director, including the Chairman and the Board as a whole.

They also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties and found them to be satisfactory.

8. SUBSIDIARY COMPANY

The Company does not have any material subsidiary company as defined in Regulation 16 of the Listing Regulations. Hence, no policy for determining material subsidiaries has been framed.

9. RISK MANAGEMENT

The Company has laid down procedures to inform Board Members about the risk assessment and minimisation procedures. The Company is not required to constitute a separate Risk Management Committee in terms of SEBI circular No. CIR/ CFD/POLICY CELL/2/2014 dated 17th April, 2014 read with Regulation 21 of the Listing Regulations.

10. MEANS OF COMMUNICATION

The quarterly/half yearly financial results are announced within 45 days of close of each quarter. The annual audited financial results are announced within 60 days from the close of the financial year as per the requirements of the Listing Regulations. The aforesaid financial results are disclosed to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) where the Company's securities are listed. The quarterly, half yearly and annual financial results are published in Business Standard and in a vernacular newspaper i.e. Andhra Prabha. The results along with other official information are also posted on the Company's website viz. www.vsthyd.com .

During the year, there were no presentations made to institutional investors or to the analysts.

The stock exchanges viz. BSE and NSE, maintain separate online portals for electronic submission of information. As part of the Listing Regulations compliances, all the disclosures, results and other communications are filed electronically on these online portals.

11. GENERAL SHAREHOLDER INFORMATION

Date, Time and Venue of the Annual General Meeting

Thursday, 11th August, 2016 at 10.30 a.m. at Grand Ball Room, Hotel Taj Krishna, Road No. 1, Banjara Hills, Hyderabad - 500 034, Telangana.

Financial year: 1st April, 2015 to 31st March, 2016

Financial calendar 2016-17 (Tentative)

First quarter results August, 2016

Second quarter and half yearly results November, 2016

Third quarter results January, 2017

Annual results April, 2017

Dates of Book Closure

4th August, 2016 to 11th August, 2016 (both days inclusive) Dividend Payment Date

31st August, 2016

Listing on Stock Exchanges with Stock Code

S.No. -Name of the Stock Exchange -Stock Code

1. BSE Limited (BSE)

Stock Code 509966

25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

2. National Stock Exchange of India Limited (NSE)

Stock Code VSTIND

Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051

Registrar and Transfer Agents

As a Member of the Company, you are encouraged to contact the Registrar and Transfer Agents for all your shares related services and queries at the below address:

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Gachibowli, Hyderabad - 500 032, Telangana

Telephone : +91 40 6716 2222 Fax : +91 40 2342 0814 Email : einward.ris@karvy.com  

Contact Person: Mr. Praveen Chaturvedi, General Manager - Corporate Registry Mr. Sandeep Sanghi, Deputy Manager - Corporate Registry

Share Transfer System

The share transfers which are received in physical form are registered and returned in the normal course within an average period of 15 days from the date of receipt, if the documents are clear in all respects. The Board has delegated the authority for approving transfer, transmission etc. of the Company's securities to the Share Transfer Committee, comprising of Managing Director and Whole-time Director. A summary of transfer and transmission of shares of the Company approved is placed at meeting of the Stakeholders' Relationship Committee.

Requests for dematerialisation of shares are processed and confirmation is given to the respective depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 2 working days from the date of receipt of request. There are no pending share transfers as at 31st March, 2016.

Dematerialisation of shares and liquidity

With effect from 26th June, 2000, trading in the Company's shares was made compulsory in the dematerialised form. The Company's shares are available for trading in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As at 31st March, 2016, 1,47,82,778 equity shares of the Company constituting 95.73% of the Issued and Subscribed Capital, were held in depository mode. The processing activities with respect to the requests received for dematerialisation are generally completed within two working days. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE710A01016. The annual custody fee for the financial year 2016-17 will be remitted to NSDL and CDSL, the depositories before the due date.

The Company's shares are regularly traded both in BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Reconciliation of Share Capital Audit

For each quarter of the financial year 2015-16, a qualified Company Secretary in Practice has carried out audit under Regulation 55A of SEBI (Depositories and Participants) Regulations, 1996, as amended to reconcile the total admitted capital with NSDL and CDSL and total issued and listed capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL and the same is filed with BSE & NSE.

Similarly, the Company obtains from a Company Secretary in Practice, half-yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of the Listing Regulations and copy of the same is filed with BSE and NSE.

Outstanding GDRs/ADRs/warrants or any convertible instruments, conversion date and likely impact on equity

Not applicable as the Company has not made any such issue.

Commodity price risk or foreign exchange risk and hedging activities

During the year, the Company had managed the foreign exchange risk and hedged to the extent considered necessary. The Company uses forward exchange contracts to hedge its foreign currency exposures related to the underlying transactions, firm commitments and highly probable forecasted transactions. The use of these foreign exchange forward contracts are intended to reduce the risk or cost to the Company and are not intended for trading or speculation purpose. The details of foreign currency exposure are disclosed in Note No. 34 to the Financial Statements.

Plant Location

1-7-1063/1065, Azamabad, Hyderabad - 500 020 Telangana

Address for correspondence

Registered Office

VST Industries Limited 1-7-1063/1065, Azamabad Hyderabad - 500 020

Telephone : +91 40 2768 8000 Fax : +91 40 2761 5336 Email : investors@vstind.com  

Mr. Nitesh Bakshi Company Secretary

Mr. M. Vaidyanathan Assistant Company Secretary & Compliance Officer

13. DISCLOSURES

(i) Related Party Transactions (RPT)

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company as contained under Section 188 of Companies Act, 2013. Suitable disclosures as required by the Accounting Standards (AS18) have been made in the notes to the Financial Statements.

The Company has also formulated a policy for determining the Material RPT and the details of such policies for dealing with related parties and the RPT are disseminated on the website of the Company (www.vsthyd.com/i/VST  RPT Policy1.pdf).

The details of transactions with related parties were placed before the Audit Committee and the Committee has reviewed the same for the year ended 31st March, 2016. The details of related party transactions are disclosed in Note No.29 of Notes on Financial Statements to the Accounts in the Annual Report and also in Form AOC-2 attached with the Boards' Report.

(ii) Strictures and Penalties

No strictures or penalties have been imposed on the Company by the stock exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.

(iii) Vigil Mechanism/Whistle Blower Policy

In terms of Sections 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, a Whistleblower Policy is formulated to encourage all employees & directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the 'Code of Conduct and Ethics Policy' of the Company. The said policy also has provisions for providing a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concerns. A Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee. Any matter can be reported at Email ID: whistleblower@vstind.com .

In case of disclosure against any director or in case of no corrective action or non receipt of response on the disclosure within 30 days, the whistle blower shall have the right to directly approach the Chairman of the Audit Committee. No personnel has been denied access to the Audit Committee in this regard.

(iv) Code of Conduct

Your Board of Directors has laid down Code of Conduct & Ethics Policy which is applicable to all Board Members and Employees of the Company. This is also posted on the website of the Company (www.vsthyd.com ). The Code lays down the standard of conduct to be followed by all the Directors and Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with the stakeholders. The Code also contains the duties of Independent Directors as laid down in the Companies Act, 2013.

 (v) Accounting Treatment

In the preparation of the financial statements, the Company has followed the accounting principles generally accepted in India, including Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

(vi) Management

(a) The Management Discussion and Analysis is part of Directors' Report to the Members and is provided elsewhere in the Annual Report.

(b) Pursuant to Regulation 26(5) of the Listing Regulations, for the year ended 31st March, 2016 your Company's Board has obtained declarations from the senior management relating to any material, financial and commercial transactions where they have personal interest that may have a potential conflict with the interests of the Company at large.

(vii) Shareholders Information

The quarterly results are sent to the stock exchanges on which the Company's shares are listed so as to display the same on its own website.

To expedite the process of share transfers, post approval of Share Transfer Committee, the power has been delegated to Registrar and Transfer Agents - M/s. Karvy Computershare Private Limited.

(viii) Prohibition of Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Policy for prohibition of Insider Trading for Directors and specified employees. The Policy provides for periodic disclosures and pre-clearance for dealing in Company's shares and prohibits such transaction by the Directors and specified employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

(ix) CEO and CFO Certification

The CEO (Managing Director) and CFO certification for the year ended 31st March, 2016 has been annexed at the end of this report. Similarly, the CEO and CFO have also given quarterly certification on financial results while placing the quarterly financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

(x) Adoption of Discretionary Requirements

The Company has complied with all the mandatory requirements of Regulation 34(3) read with Part C of Schedule V of Listing Regulations.

Discretionary requirements under Part E of Schedule II of the Listing Regulations are as under:

(a) The Non-Executive Chairman is allowed to maintain a Chairman's office at the Company's expense and also allowed reimbursement of expenses incurred in performance of his duties.

(b) The auditors have not qualified the financial statements of the Company.

(c) The Company is having separate post of Chairman and Managing Director. Mr. Raymond S. Noronha is the Chairman of the Company and Mr. N. Sai Sankar is the Managing Director of the Company.

(d) Ernst & Young, LLP the firm of Chartered Accountants are the Internal Auditors of the Company, who report directly to the Audit Committee.

Other discretionary requirements are being reviewed for implementation.

14. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required under Regulation 34(3) read with Part E Schedule V of the Listing Regulations, the statutory auditor's certificate that the Company has complied with the conditions of corporate governance is given as an annexure to the Directors' Report.

SHAREHOLDER REFERENCER

Pursuant to Section 205A(5) of the Companies Act, 1956, unclaimed dividends up to and including for the financial year 1994-95 have been transferred to the General Revenue Account of the Central Government. Members who have not encashed their dividend warrant(s) relating to financial year(s) up to and including the financial year 1994-95 are requested to claim the amounts from the Registrar of Companies, Andhra Pradesh & Telangana, 2nd Floor, Corporate Bhawan, Bandlaguda, Nagole, Thattiannaram Village, Hayatnagar Mandal, Ranga Reddy District - 500 068 in the prescribed form, which can be furnished by the Company's Registrar on request. However, no claim shall lie either with the Company or the Investor Education and Protection Fund (IEPF), in terms of Section 205C of Companies Act, 1956 in respect of the unclaimed dividend transferred to IEPF for the financial year 1995-96 and thereafter. The dividend for the financial year 2007-08 viz. Dividend No. 173 has been transferred to the IEPF Account on 22nd August, 2015.

BANK DETAILS

Members holding shares in physical form are requested to notify the following to the Registrar & Transfer Agents, to facilitate electronic payment:

- Particulars of their bank account: Name of the bank, branch with complete postal address, account number, MICR and IFSC.

Members holding shares in Dematerialised form and not opted for remittance of dividend through NECS are requested to notify the above details to their respective Depository Participants (DPs).

Remittance of Dividend through National Electronic Clearing Service (NECS)

The Company provides the facility of remittance of dividend through NECS to Members provided they maintain accounts with those branches of the banks which have implemented Core Banking System (CBS) and participated in the NECS facility extended by the Reserve Bank of India.

Members holding shares in physical form, who now wish to avail NECS facility, may send their NECS mandate in the prescribed form to the Company. The NECS mandate form can be furnished by the Registrars and Transfer Agents on request or can be downloaded from the Company's website www.vsthyd.com  under the section Investor Relations - NECS Mandate Form. Members holding shares in demat form are requested to update their bank account details with their respective Depository Participants (DPs).

DEPOSITORY SERVICES

For guidance on depository services, Members may write to the Registrar and Transfer Agents or to the respective depositories:

National Securities Depository Limited

4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013

Telephone: +91 22 2499 4200 Fax : +91 22 2497 6351

Email : info@nsdl.co.in  Website : www.nsdl.co.in  

INVESTOR GRIEVANCES

Central Depository Services (India) Limited

Phiroze Jeejeebhoy Towers,

17th Floor, Dalal Street, Mumbai - 400 001

Telephone: +91 22 2272 3333, 2272 3224

Fax : +91 22 2272 3199, 2272 2072

Email : investors@cdslindia.com   Website : www.cdslindia.com   

Your Company has created exclusive Email ID for redressal of investor grievances. The Members can send their queries to the Email ID: investors@vstind.com

NOMINATION FACILITY

The facility of nomination can be availed by the Members holding the shares in single name. In cases where the shares are held in joint names, the nomination will be effective only in the event of the death of all the holders. Members are advised to avail of this facility by submitting the nomination in Form No. SH-13 which could be obtained from Registrars - Karvy Computershare Private Limited at the address mentioned above or can be downloaded from the Company's website www.vsthyd.com   under the section Investor Relations.

Where the shares are held in dematerialised form, the nomination has to be conveyed by the Members to their respective Depository Participant directly, as per the format prescribed by them.