|
The principles of Corporate
Governance introduced by SEBI through Clause 49 of the
Listing Agreement with Stock Exchanges and amended from
time to time is complied in all respects by the Company.
The policies, procedures and processes of the Company
are at all times directed in furtherance of following
the best practices and institutionalizing the code of
corporate governance
|
|
Company's philosophy on
Corporate Governance
|
|
The Company
belonging to SPB Group, which is professionally managed,
is deeply committed to the core values of Corporate
Governance concepts. It strives to maintain the highest
ethical standards in its conduct of business. Its
executive management has the freedom to run the
enterprise within the framework of effective
accountability and commit its resources in a manner that
meets stakeholders’ aspirations and societal
expectations. The Company’s objective is to transcend
beyond bare compliance of the statutory requirement of
the code and be a responsive and responsible entity
through transparency, integrity of information and
timely disclosures. The Company constantly endeavours to
improve on these on an ongoing basis. |
Board of
Directors |
|
The composition of the Board is
devised in a manner to have optimal blend of expertise
drawn from Industry, Management, Finance and
Agriculture.
All except the Managing Director are
non-executive Directors and thus constitute more than
one-half of the total number of Directors. The Managing
Director is additionally responsible to continue to
discharge the functions of Secretary within the meaning
of Section 2(45) of the Companies Act, 1956.
The Chairman is
non-executive but comes under promoter category. The
number of Independent Directors is one-half of the total
strength, complying with Clause 49 of the Listing
Agreement. Any reduction in the strength of Independent
Directors is filled within 180 days to ensure minimum
strength of Independent Directors in the Board.
All non-executive
Directors retire by rotation and in the normal course
seek re-appointment at the AGM. Brief resume of
Directors seeking appointment / reappointment is given
in the Notice of the AGM.
No Director holds
membership of more than 10 Committees of Board nor is
Chairman of more than 5 such Committees as required
under Clause 49.
No Director is a
relative of any other Director. The age of every
Director, including Independent Director, is above 21.
|
| Name of Director and category
|
Date of
initial Appointment |
No. of
Equity Shares held |
Attendance
at Board meetings during 2010-11 |
As on 31st March 2011 |
Attendance
at
last AGM
Y -
Yes |
|
No. of
Director-ships |
Committee
position |
No. of meetings |
% |
Chairman |
Member |
|
Mr N Gopala
Ratnam
Non-Executive Chairman,
Promoter |
26.12.1996
|
2823 |
5 |
100 |
6 |
2 |
1 |
Y |
|
Dr L M
Ramakrishnan Independent |
26.10.2001 |
536 |
5 |
100 |
4 |
-- |
1 |
Y |
|
Mr Arun G Bijur
Promoter Group |
26.12.1996 |
100 |
5 |
100 |
4 |
1 |
1 |
Y |
|
Mr Bimal Poddar
Promoter |
26.10.2001 |
NIL |
4 |
80 |
13 |
-- |
4 |
Y |
|
Mr C K Pithawalla
Promoter |
26.10.2001 |
500466 |
1 |
20 |
7 |
-- |
-- |
No |
|
Mr N
Ramanathan
Managing
Director |
01.04.2005 |
3001 |
5 |
100 |
4 |
-- |
1 |
Y |
|
Mr S K Ramasamy
Independent |
26.10.2001
|
4480 |
5 |
100 |
1 |
-- |
-- |
Y |
|
Mr N
Ravindranathan * Independent
|
26.10.2001 |
202 |
1 |
100 |
3 |
-- |
1 |
Y |
|
Mr V Sridar
Independent
|
05.06.2009 |
NIL |
5 |
100 |
11 |
4 |
5 |
Y |
|
Mr N R
Krishnan
Independent
|
05.06.2009 |
NIL |
5 |
100 |
6 |
1 |
3 |
Y |
|
Dr Nanditha
Krishna
Independent
|
24.12.2010 |
NIL |
2 |
100 |
3 |
-- |
-- |
NA | |
|
* Retired on 21.07.2010
Board Meetings
|
|
The Board meeting
dates for the entire financial year are tentatively
fixed before start of the year. An annual calendar of
Board / Committee meetings is circulated to facilitate
the Directors plan their schedules for attending the
meetings. Audit Committee and Board meetings are mostly
convened on the same day to obviate avoidable travel and
recognizing time constraints of independent
directors.
During the year,
5 Board meetings were held as against the minimum
requirement of 4 meetings on 28.05.2010, 21.07.2010,
26.10.2010, 28.01.2011 and 25.03.2011. Interval between
any two meetings was not more than 4 months as
stipulated under the Listing Agreement.
|
Board
Proceedings |
|
Board meetings are governed by a
structured Agenda containing comprehensive information
and extensive details that is circulated at least one
week in advance. Urgent issues and procedural matters
are at times tabled at the meeting with prior approval
of Chairman and consent of all present. Powerpoint
presentation is made to facilitate pointed attention and
purposive deliberations at the meetings.
The Board
periodically reviews compliance reports of all laws
applicable to the Company and takes proactive steps to
avert slippages and take remedial measures as
appropriate. The Board is apprised of risk assessment
and minimization procedures that are periodically
reviewed.
The governance
process includes an effective post-meeting follow-up,
review of ATR (Action Taken Report), reporting process
for decisions taken pending approval of Board.
|
|
Insider
Trading
|
|
The Company has framed a code of
conduct for prevention of Insider Trading based on SEBI
(Prohibition of Insider Trading) Regulations, 1992. This
code is applicable to all Directors and designated
employees. Trading window would remain closed for the
above during the period when sensitive information is
unpublished. The ‘closed period’ for this purpose has
been fixed by the Board as under:
a) From 1st July
upto twenty-four hours after communication of the first
quarter financial results to the Stock Exchanges.
b) From 1st
October upto twenty-four hours after communication of
the second quarter and half-yearly financial results to
the Stock Exchanges.
c) From 1st
January upto twenty-four hours after communication of
the third quarter financial results to the Stock
Exchanges.
d) From 1st April
upto twenty-four hours after communication of the annual
/ fourth quarter financial results to the Stock
Exchanges.
e) 30 days
immediately preceding the date of Board Meeting at which
other proposals listed in para 3.2.3 of the Model Code
of Conduct of SEBI (Prohibition of Insider Trading)
Regulations,1992.
The Trading
window shall open 24 hours after communication of the
decision of the Board of Directors in respect of the
above events to the Stock Exchanges where the company’s
securities are listed.
It is hereby
affirmed that all Directors and Designated Employees
have complied with the Code and a confirmation to the
effect has been obtained from them.
The Company
Secretary is designated as the Compliance Officer for
this purpose. The Audit Committee monitors the adherence
to the various requirements as set out in the Code.
|
|
Audit
Committee
|
|
The Board has
constituted an Audit Committee comprising only
non-executive Directors with more than two-third being
Independent. The Chairman of Audit Committee is an
independent director. The Audit Committee meets at
regular intervals not exceeding 4 months between any two
meetings and subject to a minimum of 4 meetings in a
year. CEO, CFO, COO and Internal Auditor are present as
invitees while Statutory Auditors and Cost Auditor are
also present in most meetings. The Company Secretary
acts as the Secretary of the Audit Committee.
The Audit
Committee conforms to extant SEBI guidelines and Clause
49 of Listing Agreement in all respects concerning its
constitution, meetings, functioning, role and powers,
mandatory review of required information, basis of
related party transactions, disclosures of accounting
treatment. It also fulfills the requirements as set out
in The Companies Act, 1956.
During the year,
the Audit Committee met 5 times on 28.05.2010,
21.07.2010, 26.10.2010, 28.01.2011 and 25.03.2011. Its
composition and attendance during 2010-11 is given
hereunder:
| Name of Member |
Category |
Attendance at
meetings |
| |
|
No |
% |
|
Mr V Sridar,
Chairman |
Independent |
5 |
100 |
| Mr Bimal Poddar |
Non-Independent |
4 |
80 |
| Dr. L M Ramakrishnan |
Independent |
5 |
100 |
| Mr N Ravindranathan* |
Independent |
1 |
100 |
|
Mr N R Krishnan |
Independent |
5 |
100 |
| Permanent Invitees:
|
|
|
|
| Mr N Gopala Ratnam |
Non-Independent,Non
Executive |
5 |
100 |
| Mr N Ramanathan |
Executive |
5 |
100 |
*ceased from 21.07.2010
Members of the Audit Committee
have requisite financial and management expertise. They
have held or hold senior positions in reputed
organizations. |
Remuneration
Committee |
|
The Company has a Remuneration
Committee, though this is a non-mandatory requirement
under the Listing Agreement. It comprises 4
non-executive Directors of which 3 are independent
including its Chairman.
After the
retirement of Mr N Ravindranathan, the Committee was
reconstituted on 28.01.2011 comprising the following
members:
| Name of Member |
Category |
| Mr V Sridar, Chairman |
Independent, non-executive
|
| Mr N Gopala Ratnam |
Non-Independent, non-executive
|
| Dr. L M Ramakrishnan |
Independent, non-executive
|
| Mr N R Krishnan |
Independent, non-executive
|
Its principal scope / role is to
recommend remuneration package for Executive directors /
Senior management personnel as and when required. The
Committee accordingly meets only as per needs. It met
once during the financial year on 25.03.2011 to consider
the remuneration package for Managing Director. All the
members were present at the meeting.
The remuneration policy followed
by the Committee aims at attracting and retaining
suitable talent and the package is so designed as to be
commensurate with competition, size of the Company and
its nature of business.
|
|
Remuneration of
Directors
|
|
Managing Director
is the only Executive Director entitled for monthly
remuneration. His remuneration was recommended by the
Remuneration Committee and determined by the Board on
28.03.2008 and approved by the Shareholders at the 12th
Annual General Meeting held on 18th July 2008. Details
of remuneration of Managing Director for 2010-11 are
shown in Note 5(d) of Schedule 22 to the Accounts. There
is no service contract containing provisions of notice
period or severance fees.
The current term
of Managing Director expired on the close of 31st March
2011. The Board of Directors of the Company at their
meeting held on 25th March 2011 have reappointed Mr N
Ramanathan as Managing Director of the Company for a
period of three years with effect from 01.04.2011 and
approved the revised remuneration package based on the
recommendations of the Remuneration Committee meeting
held on the same day. Details of same are provided in
the explanatory statement for item no 7 of the Notice of
the Annual General Meeting. Approval of the shareholders
for reappointment and revised remuneration will be
obtained at the ensuing Annual General Meeting.
No Director or
his relative holds an office or place of profit in the
Company. Other than direct or indirect equity holding
and sitting fee, there is no pecuniary relationship or
transaction between the company and its non-executive
directors. No stock option has been issued by the
company to executive director.
Non-executive
director is paid no remuneration except sitting fees at
Rs.5000 per Meeting of Board, Audit Committee and
Project Committee and at Rs.2500 for other Committee
Meetings. The rates are well within the ceiling
permissible under Law and the Articles of Association of
the Company.
|
Sitting fee
for 2010-11
| Director |
Sitting
fees for |
|
Board
Meeting |
Committee
Meeting |
Total |
| Mr N Gopala Ratnam |
25000 |
70000 |
95000 |
| Dr. L M Ramakrishnan |
25000 |
27500 |
52500 |
| Mr Arun G Bijur |
25000 |
67500 |
92500 |
| Mr Bimal Poddar |
20000 |
20000 |
40000 |
| Mr C K Pithawalla |
5000 |
-- |
5000 |
| Mr N Ravindranathan |
5000 |
5000 |
10000 |
| Mr S K Ramasamy |
25000 |
-- |
25000 |
| Mr V Sridar |
25000 |
27500 |
52500 |
| Mr N R Krishnan |
25000 |
82500 |
107500 |
| Dr Nanditha Krishna |
10000 |
-- |
10000 | |
Remuneration Policy |
|
Performance is
recognized and achievements rewarded so as to motivate
and induce concerned employees to put in their best.
Remuneration levels, though cannot be in the top-rung in
a low-margin industry, are comparable to the industry
norms. Remuneration package is transparent, fair and
simple to administer, besides being legal and tax
compliant. The Company is able to attract and retain
talents as it bestows functional autonomy and offers
professional challenge at all levels. |
Securities
Transactions cum Investors Grievance
Committee |
|
The Board has constituted a
Securities Transactions cum Investors Grievance
Committee. Its role and responsibility is to
expeditiously process and approve transactions in
securities, complying with SEBI regulations and listing
requirements and redressal of investor grievances. The
Committee oversees and monitors the performance of the
Registrar & Transfer Agents and devises measures for
overall improvement in the quality of investor services.
The Committee
comprises of 3 Directors, out of which 2 are
non-executive directors. The Chairman of the Committee
is a non-executive Director. The Committee has met 5
times during the year on 28.05.2010, 21.07.2010,
26.10.2010, 28.01.2011 and 25.03.2011. Its composition
and attendance is given hereunder
| Name of Member |
Category |
Attendance at
meetings |
| |
|
No |
% |
|
Mr N Gopalaratnam
Chairman |
Non-Executive |
5 |
100 |
| Mr Arun G Bijur |
Non-Executive |
5 |
100 |
| Mr N Ramanathan |
Executive |
5 |
100 |
Status of investor complaints is
shown in the Shareholder Information section of this
Report.
The Secretary is the Compliance
Officer. |
Nomination
Committee |
|
The Board has not formally
constituted a Nomination Committee. Considering the size
of the Company, composition of Board and periodicity of
appointment, this role is directly and collectively
played by the Board where decisions are taken with the
consent of all.
|
|
| Other
Committee |
|
The Board has constituted a
Finance Committee to facilitate quick response to
the financial needs / obligations of the Company.
It meets as and when the need to consider any
matter assigned to it arises. No meeting was held
during the year. The Board has constituted a
Project Committee on 28.05.2010.
| Committee
Minutes |
|
Minutes of all the Committees of the
Board are prepared by the Secretary of the Company and
approved by the Chairman of the Meeting. These are
placed at the succeeding Committee Meetings for
confirmation and then circulated to the Board in the
Agenda for being recorded thereat.
|
|
Circular
Resolution |
|
Recourse to
circular resolution is made in exceptional and emergent
cases that are recorded at the succeeding Board /
Committee Meetings. During the year one circular
resolution was passed on 23.12.2010 which was recorded
at the Board Meeting held on 28.01.2011.
|
|
Cost Audit |
|
Cost
Auditors:
M/s S Mahadevan & Co., Coimbatore
|
Filing of Cost Audit Report |
2010-11 |
2009-10 |
| Due Date |
30-09-2011 |
30-09-2010
|
| Actual Date |
(Target) 31-07-2011 |
13-09-2011
|
| Audit Qualification |
Nill |
Nill
|
|
Secretarial Compliance
Report |
|
Though not legally required, as a
measure of good corporate governance practice, a
Secretarial Audit on the compliance of corporate laws
and SEBI regulations was conducted by Mr B Ravi,
Practicing Company Secretary for the financial year
ended 31st March 2011. Compliance Certificate issued by
him was placed before the Board on 27th May
2011.
|
Secretarial
Standards |
|
The Institute of Company Secretaries
of India has issued nine Secretarial Standards that are
presently recommendatory in nature. The company’s
practices and procedures mostly meet with these
prescriptions, wherever applicable.
|
|
Quarterly
Compliance
Report
|
|
The Company has
submitted for each of the 4 Quarters during 2010-11 the
Compliance Report to Stock Exchanges in the prescribed
format within 15 days from the close of the
Quarter.
|
|
Reconciliation of Share Capital Audit
|
| Description |
Frequency |
For the Quarter ended
|
Furnished on
|
|
Reconciliation of Share Capital Audit to Stock
Exchanges on reconciliation of the total admitted capital with NSDL / CDSL
and the total issued & listed capital
|
Quarterly |
30.06.2010 |
12.07.2010 |
| 30.09.2010 |
18.10.2010 |
| 31.12.2010 |
12.01.2011 |
| 31.03.2011 |
11.04.2011 |
|
|
|
|
Disclosures
In the preparation of financial
statements, no accounting treatment different from that
prescribed in any Accounting Standard has been followed.
Related party transactions during
the year have been disclosed as required under
Accounting Standard 18. Details of related party
transactions were periodically placed before the Audit
Committee. These transactions are not likely to have a
conflict with the company’s interest.
The Company has a procedure to
inform the Board about the risk assessment and
minimization procedures. The Board of Directors
periodically reviews the risk management framework of
the Company.
No strictures / penalties have
been imposed on the company by the Stock Exchanges or
SEBI or any statutory authority on any matters related
to the capital market during the last 3 years.
|
|
Compliance with other
Mandatory requirements:
Management Discussion and
Analysis |
|
Management Discussion and Analysis
Report is made in conformity with Clause 49(IV)(F) of
the Listing Agreement and is attached to the Directors’
Report forming part of the Annual Report of the
Company.
|
Senior Management Declaration
|
|
Senior management personnel have
declared to the Board that no material financial and
commercial transactions were entered into by them during
2010-11 where they have personal interest that may have
a potential conflict with the interest of the Company at
large.
|
Subsidiary Companies |
|
The Company has
no subsidiary. |
Code of Conduct |
|
The Board has formulated a Code of
Conduct for Directors and Senior Management Personnel of
the Company which is posted on its Website. It is hereby
affirmed that all the Directors and Senior Management
Personnel have complied with the Code and a confirmation
to this effect has been obtained from them individually
for the financial year ended 31-03-2011.
|
CEO/CFO certification |
|
CEO certification by Mr N
Ramanathan, Managing Director and CFO certification by
Mr K Yokanathan, Chief Financial Officer as required
under Clause 49(V) of the Listing Agreement were placed
before the Board at its meeting on 27th May
2011.
|
Review of Directors'
Responsibility Statement |
|
The Board in its Report have
confirmed that the annual accounts for the year ended
31st March 2011 have been prepared as per applicable
accounting standards and policies and that sufficient
care has been taken for maintaining adequate accounting
records.
|
Auditor's Certificate on
Corporate Governance |
|
Certificate of Statutory Auditors
has been obtained on the compliance of conditions of
Corporate Governance in deference to Clause 49(VII)(1)
of the Listing Agreement and the same is annexed. Copy
of the certificate is furnished to the Stock Exchanges
as required.
|
Compliance with
non-mandatory requirements
Board |
|
Chairman’s office is separated from
CEO. The Chairman is non-executive but does not maintain
an office at the Company’s expense.
No maximum tenure
for independent directors has been specifically
determined by the Board but none of them has exceeded 9
years tenure from the date viz., 01.01.2006 when the new
Clause 49 became effective.
The Board has
formulated no formal Policy on the positive attributes
of independent directors. But it ensures that every
independent director has the requisite qualification and
experience that would be of use to the Company and
which, in the opinion of the Company, would enable him
to contribute effectively to the Company in his capacity
as an independent director.
No formal
letter of appointment is given to non-executive
directors and independent directors but they are fully
briefed and made aware of their role and responsibility,
remuneration etc. |
Remuneration
Committee |
|
The Company has a
Remuneration Committee vide details furnished
supra |
Shareholders' Rights |
|
Quarterly Audited Results on the
Company’s financial performance are mailed to
shareholders on request. These are posted on the
Company’s Website and advertised in newspapers.
Clause 32 of
Listing Agreement permits circulation of abridged
Accounts in lieu of full-fledged Annual Report. The
Company has however not exercised this option and
continues to send Annual Report in full form to all
shareholders.
The Company has
sought shareholder’s cooperation to fall in line with
the Green Initiatives of the Central Government by way
of sending communications in e-mode – Refer page 30
of Annual Report |
Audit Qualification |
|
The Company from inception has
ensured to remain in the regime of unqualified financial
statement.
|
Others |
|
(i) Training of Board members
All the Directors
are well versed in the business model and are fully
briefed on all business related matters, risk assessment
and minimization procedures, global/ domestic industry
scenario and changes in statutes and economic
environment. Detailed presentations are made by Managing
Director, Senior Executives and Professionals followed
by full-length discussions at Audit Committee/Board
meetings.
(ii) Mechanism
for evaluation NEDs
The Board
collectively on a continuous basis keeps track of the
involvement, participation and contribution of every
NED. No formal peer review documentation is however
done.
(iii) Whistle
Blower Policy
The Company has
an informal work atmosphere where employees have direct
access to top management including the Chairman and
other non-executive Directors. Hence institution of a
formal Whistle Blower Policy is not considered
warranted.
Additional Disclosures
No loan or
advance in the nature of loan was made during or
outstanding at the close of the year to Associates or
Firms/ Companies in which a director of the company is
interested. Accordingly no disclosure in terms of Clause
32 on this score is applicable.
Promoters and
Promoter Group have not pledged any part of their
shareholding in the Company. This factual position is
reflected in the shareholding pattern furnished to Stock
Exchanges and Financial Statements published for each
quarter.
Clause 41 of the
Listing Agreement stipulates that limited review / audit
reports shall be given only by an Auditor who has
subjected himself to the peer review process and holds a
valid certificate issued by the Peer Review Board of the
ICAI. The statutory auditors of the Company M/s R
Subramanian and Company and M/s Maharaj N R Suresh &
Co have undergone the peer review process and been
issued requisite certificate that were placed before the
Audit Committee. |
|
Means of
Communication
| Intimation of Board
meeting |
|
The Company
publishes Notice of Board Meeting to consider
financial results in newspapers.
|
Financial Results - All
audited |
| Period |
Date of Pub of
Notice of Board Meeting |
Financial Results |
Newspaper |
|
|
Date
of app. by Board |
Date
of Publication |
|
Quarter ended 30.06.2010
|
07.07.2010 |
21.07.2010 |
22.07.2010 |
Business line Makkal
Kural |
| Quarter ended 30.09.2010 |
07.10.2010 |
26.10.2010 |
27.10.2010 |
Business line Makkal
Kural |
| Quarter ended 31.12.2010 |
14.01.2011 |
28.01.2011 |
29.01.2011 |
Business line Makkal
Kural |
Year ended
31.03.2011 |
06.05.2011
|
27.05.2011 |
28.05.2011* |
Business line Makkal
Kural | * Publication
arranged |
|
The
results published also show as a footnote relevant
additional information and/or disclosures to the
investors. Financial results are
(a) faxed to Stock Exchanges
immediately after the conclusion of the Board
meeting,
(b) posted on the company’s
website www.ponnisugars.com which displays official news
releases of the company as well and
(c) mailed to shareholders on
request.
No presentation was made during
the year to institutional investors or analysts. The
Company has no agreement with any media company for
public dissemination of its corporate information.
|
|
Electronic mode of
communication |
|
A The Ministry of Corporate
Affairs has taken a Green Initiative in the Corporate
Governance to allow paperless compliances by the
corporate sector. After introducing E-filing of various
Returns through the MCA portal, MCA by its Circular
dt.21.04.2011 has now made permissible the service of
documents through electronic mode to shareholders.
As a responsible corporate
citizen, the Company shall endeavour to support the
Green Initiative of the Government. This however would
be possible only with the active support and cooperation
of shareholders.
The Company by its mail
dt.04.05.2011 has requested its shareholders to send an
Email confirmation to its designated ID
shares@ponnisugars.com mentioning the name, DP/ Customer
ID or Folio number and the Email ID of the shareholder
for communication. On this confirmation
(i) The Company would henceforth
send all Notices, Annual Report and other communications
to these shareholders through Email;
(ii) Copies of same would be
available under the ‘investor section’ of our website
www.ponnisugars.com for ready access;
(iii) Shareholders will at all
times be entitled to receive, free of cost, hard copy
(paper version) of Annual Report and other
communications on specific request;
(iv) Shareholders are further
entitled to change the instructions from time to
time.
The Company earnestly appeals to
all its shareholders to support the Green Initiative of
the Government by opting for electronic mode of
receiving our corporate communications.
Website |
|
The Company maintains a
functional website www.ponnisugars.com that
contains relevant information updated in time and
complies with Clause 54 of the Listing Agreement.
|
General
Shareholder Information |
|
A separate section has been
included in the Annual Report furnishing various
details viz. AGM time and venue, share price
movements, distribution of shareholdings etc.
Corporate Governance Voluntary
Guidelines 2009
Ministry of Corporate Affairs (MCA)
released in December 2009 the “Corporate
Governance Voluntary Guidelines 2009”. While
mandatory aspects for adoption by corporates are
included in the Companies Bill 2009, the Voluntary
Guidelines are intended to serve as a benchmark
for corporates to help them achieve the highest
standard of corporate governance.
MCA has observed that these guidelines do not
substitute any extant law or regulation but are
essentially for voluntary adoption by the
corporates. It expects more and more corporates to
voluntarily go forward to adopt these guidelines.
Where there are genuine reasons for companies not
being able to adopt some of these provisions, it
expects such companies to inform their
shareholders of the details of such non adoption.
Our Company has adopted most part of the
Voluntary Guidelines.It keeps a constant track of
prevalent practices among lead corporates towards
formulating and finetuning its response to the
remaining areas. It however affirms that there is
substantive compliance commensurate with the size,
nature of business and governing structure of the
Company.
CSR Voluntary Guidelines
MCA in December 2009 has released the
“Corporate Social Responsibility Voluntary
Guidelines 2009”. This is intended to assist the
businesses to adopt responsible governance
practices. The guidelines indicate some of the
core elements that businesses need to focus on
while conducting their affairs. These have been
framed, factoring the governance challenges being
faced in our country and the expectations of the
society.
The Voluntary Guidelines underscore the
fundamental principles of business. It further
dwells on the core elements, viz. care for all
stakeholders, ethical functioning, respect for
workers’ rights and welfare, respect for human
rights, respect for environment and activities for
social and inclusive development. It also outlines
implementation guidelines.
Our company has steadfastly stood for the
principles stated in these Guidelines. It enjoys
considerable goodwill of the neighbourhood
residents based on transparency of dealings and
fair practices followed all along. It would
endeavour further to strengthen its focus and
attention to abide by the spirit of these new
Guidelines. |
For
Ponni Sugars (ERODE) Limited
|
|
N Gopala
Ratnam |
N
Ramanathan |
|
Chairman |
Managing
Director |
|
Chennai
27th May 2011
|
|
| |
| |
| |
|
| AUDITORS' CERTIFICATE ON CORPORATE
GOVERNANCE |
To the Members of Ponni Sugars
(Erode) Limited |
|
We have
examined the compliance of conditions of Corporate
Governance by Ponni Sugars (Erode) Ltd. for the year
ended 31st March 2011 as stipulated in the Clause 49 of
the Listing Agreement of the said company with the Stock
Exchange(s).
The compliance of conditions of
Corporate Governance is the responsibility of the
management. Our examination
was limited to procedures and implementation thereof
adopted by the Company for ensuring the compliance of
the conditions of Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the
company.
In our opinion and to the best
of our information
and according to the explanations given to
us, and the representations made by the Directors and
the management, we certify that the company has complied with the
conditions of Corporate Governance as stipulated in the abovementioned Listing
Agreement.
As required by the Guidance note
issued by the Institute of Chartered Accountants of
India, we have to state
that as per the records maintained and
certified by the Company / Registrars and Transfer Agent
of the company, there were no investor grievances remaining unattended /
pending for more than 30 days as at 31st March
2011.
We further
state that such compliance is neither an assurance as
to the future viability of company nor the efficiency or effectiveness
with which the management has conducted the affairs of the
Company.
|
| For R Subramanian and
Company |
For Maharaj N R Suresh &
Co |
| Chartered
Accountants |
Chartered Accountants |
A
Ganesan |
N R
Suresh |
| Partner |
Partner |
| Membership No.21438 |
Membership No.21661 |
Chennai
27th May 2011 |
|
| |
| |
