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Riddhi Siddhi Gluco Biols Ltd.

BSE: 524480 Sector: Others
NSE: N.A. ISIN Code: INE249D01019
BSE 00:00 | 20 May 261.70 0
(0.00%)
OPEN

255.00

HIGH

263.90

LOW

250.00

NSE 05:30 | 01 Jan Riddhi Siddhi Gluco Biols Ltd
OPEN 255.00
PREVIOUS CLOSE 261.70
VOLUME 172
52-Week high 635.00
52-Week low 221.35
P/E
Mkt Cap.(Rs cr) 187
Buy Price 245.05
Buy Qty 4.00
Sell Price 263.90
Sell Qty 1.00
OPEN 255.00
CLOSE 261.70
VOLUME 172
52-Week high 635.00
52-Week low 221.35
P/E
Mkt Cap.(Rs cr) 187
Buy Price 245.05
Buy Qty 4.00
Sell Price 263.90
Sell Qty 1.00

Riddhi Siddhi Gluco Biols Ltd. (RIDDHISIDDHIGL) - Chairman Speech

Company chairman speech

COMPLIANCE REPORT ON CORPORATE GOVERNANCE

A. Company’s philosophy on code of governance:

Your Company believes in simple, moral, accountable, responsive and transparentpolicies to attain the highest standards of Corporate Governance by ensuring transparencyin all its actions & operations and to maximise values of its stakeholders.

The Company recognizes its responsibility towards all its stakeholders and thereforeconstantly endeavors to create and enhance their wealth and value by implementing itsbusiness plans at appropriate times and thus taking maximum advantage of availableopportunities to benefit the Company, its stakeholders and society at large.

B. Board of Directors :

Board Meetings

The Board comprises six directors out of which three are executive directors and threeare non-executive directors. All non-executive directors are independent directors.

The Company places before the Board all the relevant and necessary information at theirmeetings for the information of the Board. During the year from April 1, 2011 to March 31,2012, Six Board Meetings were held on May 12, 2011, May 27, 2011, August 1, 2011, November14, 2011, January 18, 2012 and February 14, 2012.

Composition and attendance of each director at the meetings of the Board andthe last AGM

Directors Category & Designation No. of Board meetings Held No. of Board meetings attended Last AGM attendance (Yes/No)
Mr. Sampatraj L. Chowdhary Promoter/ Chairman 6 6 Yes
Mr. Ganpatraj L. Chowdhary Promoter/ Managing Director 6 6 Yes
Mr. Pramodkumar G. Zalani Independent Director 6 3 Yes
Mr. Mukesh Kumar Chowdhary Promoter/ Whole Time Director 6 2 No
Mr. R. Sathyamurthi Independent Director 6 6 Yes
Mr. Marc Roquette Independent Director 6 0 No

• None of the non-executive directors of the company have any pecuniaryrelationships or transactions with the company, except holding of shares in the company

• The non-executive directors of the company are highly respected and accomplishedprofessionals in the corporate and academic worlds.

• There is no compensation package for non-executive directors.

• There is no nominee director on the board as on March 31, 2012

• All the information required to be furnished to the Board was made available tothem along with detail agenda notes.

Remuneration of Directors (Rs. in lacs)
Directors Salary Perquisites* Sitting Fees Total
Mr. Sampatraj L. Chowdhary 28.57 5.45 - 34.02
Mr. Ganpatraj L. Chowdhary 28.57 5.96 - 34.53
Mr. Pramodkumar G.Zalani - - 0.20 0.20
Mr. Mukesh Kumar Chowdhary 20.00 3.93 - 23.93
Mr.R.Sathyamurthi - - 0.20 0.20
Total 77.14 15.34 0.40 92.88

* Perquisites are valued inclusive of contribution to provident fund.

In respect of remuneration to Mr. Sampatraj L Chowdhary, Mr. Ganpatraj L Chowdhary andMukesh Kumar Chowdhary for the six months period October 1, 2011 to March 31, 2012 wascharged to RSCPPL, the resulting company on account of scheme of demerger and thereforeremuneration for the period April 1, 2011 to September 30, 2011 is shown in above table..

C. Audit Committee :

Company has formed audit committee comprising of two independent directors and amanaging director of the company. Mr. Pramod Kumar G. Zalani is the chairman and Mr. R.Sathyamurthi, Mr. Ganpatraj L. Chowdhary are members of Audit Committee. Mr. Pramod KumarG. Zalani, Chairman of audit committee was present at last annual general meeting of theCompany.

The terms of reference and powers of the Audit Committee are in compliance with theprovisions of the Corporate Governance –Clause 49 of the Listing Agreement andSection 292(A) of the Companies Act, 1956. Minutes of the Committee meetings arecirculated and discussed at the Board meetings.

During the year four meetings of the Audit Committee were held on May 12, 2011, August1, 2011, January 18, 2012 and February 14, 2012 and attendance of each member of AuditCommittee at Audit Committee Meetings are as mentioned below:

Name of Member Designation Meetings held No. of Audit Committee Meetings Attended No. of Audit Committee
Mr. Pramodkumar G. Zalani Chairman 4 3
Mr. R. Sathyamurthi Member 4 4
Mr. Ganpatraj L. Chowdhary Member 4 4

D. Remuneration Committee:

Composition, name of members

Company has formed Remuneration committee comprising of three independent directors ofthe company.

Name of Directors Category Remarks
Mr. Pramod Kumar G. Zalani Independent Director Chairman
Mr. Marc Roquette Independent Director Member
Mr. R. Sathyamurthi Independent Director Member

E. Investor Grievance Committee:

Company has formed Investor Grievance Committee. The committee oversees the sharetransfers as well as takes care of investor grievances.

The members of the company’s investor grievance committee are: Mr. Ganpatraj L.Chowdhary Mr. P.G. Zalani

• Name and designation of compliance officer :

Mr. Mukesh R. Jain, General Manager (Finance & Accounts)

• Number of shareholders complaints received, solved and pending complaints.

Nature of Complaints Received Solved Pending
Non-receipt of share certificates/Refund / Demat / Non receipt of Dividend / Others 12 12 -
Stock Exchange 2 2 -
SEBI 5 5 -

The company has attended to the most of the investor’s grievances / correspondencewith in a period of 15 days from the date of the receipt of the same.

F. Share Transfer Committee

The Board of Directors has also constituted separately a Share Transfer Committee fortransfer of shares. The Executive Directors are members of the said Transfer CommitteeMeeting. Mostly in every month there are two meetings and the shares are being transferredto the transferees within a period of one month as stipulated in the Listing Agreementwith Stock Exchange.

G. General Body Meeting:

Location and time for the last three AGMs

Year Ending Date Venue Time No. of special resolutions passed
March 31, 2011 September 28, 2011 ATMA Hall, Ashram Road, Ahmedabad 10.00 A.M. Nil
March 31, 2010 August 20, 2010 *Chapter of ICSI 10.00 A.M. NIL
March 31, 2009 September 29, 2009 ATMA Hall, Ashram Road, Ahmedabad 2.00 P.M. 3

* Ahmedabad Chapter of WIRC of ICSI at S-2, B- Tower, Chinubhai tower, Ashram Road,Ahmedabad.

During the period under report the Company had not held any Extraordinary GeneralMeeting.

H. Disclosures:

Disclosures on materially significant related party transactions:

The related party transactions entered during the year are disclosed in the notes tothe accounts in this Annual Report.

Code of Conduct:

The Code of Conduct for all Board Members and Senior Management of the Company has beenprescribed by the company.

Certification under Clause 49 V:

The Managing Director of the Company has furnished the requisite certificate to theBoard of Directors under Clause 49 V of the Listing Agreement.

Cases of Non-compliance / Penalties:

There are no non-compliances by the Company on any matter related to capital markets,during the last three years. Similarly, there are no penalties or strictures imposed onthe Company by Stock Exchanges, SEBI or any other statutory authorities on any matterrelated to capital markets during the last three years.

I. Means of communication:

The Company normally publishes the quarterly and annual results in leading Englishdaily such as Business Standard, Economic Times, Business Lines and Jansatta in Vernacularlanguage.

The Company has its own website www.riddhisiddhi.co.in on which the quarterly resultsare displayed.

Half yearly results are not sent to the shareholders.

J. General Shareholder Information:

1. Annual General Meeting:

Date : November 30, 2012

Time : 10.00 A.M.

2. Venue : ATMA Hall, Opp. City Gold Cinema, Ashram Road, Ahmedabad

3. Financial Calendar: [Tentative]

Financial Year : April-March
First Quarter Results : Second week of November, 2012
Half yearly Results : Second week of November, 2012
Third Quarter Results : End January, 2013
Result for the year ending March 31, 2013 : End April/ June, 2013

4. Book Closure Date : (Both days Inclusive) November 23, 2012 to November30, 2012

5. Dividend Payment Date:

December 5, 2012

6. Listing on Stock Exchange(s):

Your Company’s Shares are listed on

Sr. No. Name of Stock Exchange Address of Stock Exchange
1 Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai -400 001.

Notes:

1. Annual Listing fees for the year 2012 -13 have been duly paid to the stock exchange.

Stock Code:

a) Bombay Stock Exchange Ltd : 524480
b) ISIN with NSDL & CDSL : INE249D01019

7. Market Price Data & Stock Performance:

Market price data of Bombay Stock Exchange Limited, Mumbai for the year 2011 –2012 and Performance of share price in comparison to BSE Sensex is given below:

Month High Low BSE Sensex
April 2011 350.00 280.00 19135.96
May 2011 379.50 316.20 18503.28
June 2011 355.00 285.40 18845.87
July 2011 378.85 310.00 18197.20
August 2011 375.00 289.05 16676.75
September 2011 319.25 256.50 16453.76
October 2011 285.50 253.00 17705.01
November 2011 289.95 222.50 16123.46
December 2011 287.70 222.00 15454.92
January 2012 279.90 239.95 17193.55
February 2012 261.90 221.15 17752.68
March 2012 238.50 201.95 17404.20

8. Registrars and Transfer Agents:

M/s Link Intime India Private Ltd. (Formerly known as M/s Intime Spectrum RegistryLimited) is the Share Transfer Agent for entire functions of share registry, both forphysical transfers as well as dematerialisation / rematerialisation of shares, issue ofduplicate / split / consolidation of shares etc.

Shareholders are requested to send their share transfer related requests at thefollowing address:

Link Intime India Private Ltd.,

303, Shoppers Plaza-V, Opp. Municipal Market, Off. C. G. Road, Navrangpura, Ahmedabad– 380 009 Phone No. (079) 2646 5179 E-mail Address: ahmedabad@linkintime.co.in

9. Share Transfer Systems: Since the Company’s shares are compulsorilytraded in the demat segment on stock exchanges, bulk of the transfers take place in theelectronic form.

10. Categories Of Shareholding Pattern as on March 31,2012

Sr. No. Category No. of Shares held % age of Shareholding
1 Promoters 4789632 42.99
2 Mutual Funds 679 0.01
3 Banks, Financial Institutions, Insurance Companies - -
4. Foreign Institutional Investor 264728 2.38
5. Private Bodies Corporate 2313413 20.76
6. Indian Public 2039327 18.30
7. NRIs/ OCBs 1733621 15.56
8. GDR / ADR - -
GRAND TOTAL 11141400 100.00

In terms of Scheme sanctioned by Hon’ble High Court of Gujarat which becameeffective from October 1,2011 and as per the provisions of Section 100 or any otherapplicable provisions of the Companies Act, 1956, the Issued, Subscribed and Paid upEquity Share Capital of the Company has been reduced from 11,141,400 Equity shares of Rs.10/- each to 9,478,300 Equity Shares of Rs. 10/- each by way of cancelling 1,663,100Equity shares of Rs. 10/- each held by Roquette Freres. However the impact of thecancellation of share is not given in the above table as it reflects the position as onMarch 31,2012. The effect of cancellation of shares however has been given in the AnnualAccount for the year ended on March 31,2012.

11 Distribution of Shareholding as on March 31, 2012:

No. of Equity Shares No. of Folio % to Total Folios No. of Shares % Share Holding
Less than 500 7384 92.56 651651 05.85
501 to 1000 268 03.36 213688 01.92
1001 to 2000 142 01.78 214392 01.92
2001 to 3000 57 00.71 144625 01.30
3001 to 4000 23 00.29 82039 00.74
4001 to 5000 24 00.30 112098 01.00
5001 to 10000 24 00.30 185011 01.66
10001 & above 56 00.70 9537896 85.61
Total 7978 100.00 11141400 100.00

12. Dematerialisation of Shares and Liquidity:

The Company’s shares are available for dematerialization on both the Depositoriesviz. National Securities Depository Limited (NSDL) and Central Depository Services Limited(CDSL). Shares of the Company are compulsorily traded in the demat form on Stock Exchangesby all investors. 9324035 shares amounting to 83.69% of the total number of shares havebeen dematerialized by investors and bulk of the transfer takes place in the demat form.

13. Outstanding GDRs/ADRs/Warrants or any convertible instruments and conversiondate and likely impact on equity: Nil.

14. Plant Locations:

Wind farms as

a. Taluka : Alangulam /Tenkasi
District : Tirunelveli (Tamilnadu)
b. Site : KAS
District : Satara (Maharastra)
c. Village : Vandhiya
District : Kutch (Gujarat)
d.* Vazhudavoor Road, Iyyahkuttipalayam, Puduchery - 605009
* (Operation discontinued)

{Pursuant to the scheme of arrangement sanctioned by Hon’ble High Court of Gujaratother manufacturing units of Company pertaining to Corn Wet Milling have been transferredto RSCPPL with effect from October 1, 2011}

15. Address for Correspondence:

Shareholders may correspond with the Company at the Registered Office the Company.

The Secretarial Department

Riddhi Siddhi Gluco Biols Limited

701, Sakar – I, Opp. Gandhigram Railway Station, Ashram Road, Ahmedabad – 380009.

CERTIFICATION FROM CEO OF THE COMPANY

To the Board of Directors Riddhi Siddhi Gluco Biols Limited, Ahmedabad

CERTIFICATE

I have reviewed the financial results and the cash flow statement of Riddhi SiddhiGluco Biols Limited for the financial year ended March 31, 2012 and certify that: (a)These results and statements, to the best of my knowledge and belief:

(i) do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

(ii) present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

(b) To the best of my knowledge and belief, there are no transactions entered into bythe Company during the year, which are fraudulent, illegal or violative of theCompany’s Code of Conduct.

(c) I accept responsibility for establishing and maintaining internal controls and haveevaluated the effectiveness of the internal control systems of the Company and havedisclosed to the Auditors and the Audit Committee, deficiencies in the design or operationof internal controls of which I am aware, and the steps taken and proposed to be taken torectify these deficiencies.

(d) I have also indicated to the Auditors and the Audit committee:

(i) Significant changes in the internal controls with respect to financial reportingduring the year;

(ii) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

(iii) To the best of my knowledge and belief, there are no instances of fraud involvingeither the Management or employees having a significant Role in the Company’sinternal control systems with respect to financial reporting.

Ganpatraj L. Chowdhary
Ahmedabad, October 18, 2012 Managing Director & CEO

CODE OF CONDUCT

The Board has laid down a code of conduct for all the Board Members and SeniorManagement of the Company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code on an annual basis.

Ganpatraj L. Chowdhary
Ahmedabad, October 18, 2012 Managing Director & CEO

DECLARATION

As provided under Clause 49 of the Listing Agreement signed with the Stock Exchanges,the Board Members and the Senior Management personnel have confirmed compliance with thecode of conduct for the financial year ended March 31, 2012.

Ganpatraj L. Chowdhary
Ahmedabad, October 18, 2012 Managing Director & CEO

CERTIFICATE

The Members of Riddhi Siddhi Gluco Biols Limited

We have examined the compliance conditions of Corporate Governance by Riddhi SiddhiGluco Biols Limited for the year ended on March 31, 2012 as stipulated inClause 49 of the Listing Agreement of the said Company with stock exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to review of the procedures and implementationthereof, adopted by the Company for ensuring the compliance of the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

As required by the guidance note issued by the Institute of Chartered Accountants ofIndia, we state that no investor grievances are pending unattended for a period exceedingone month against the company as per the information and explanation given and recordsmaintained by the company.

In our opinion and to the best of our information and according to explanation given tous, and the representation made by the Directors and the Management, we certify that thecompany has materially complied with the conditions of Corporate Governance as stipulatedin Clause 49 of the above mentioned listing Agreement.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company

For Ravi Kapoor & Associates
Company Secretaries
Ravi Kapoor
Ahmedabad Proprietor
October 18, 2012 Membership No.2587