NOTICE OF MEETING...4 Annual Report 2014-15 NOTICE IS HEREBY GIVEN THAT the Eighty Fourth Annual...

Annual Report 2014-154

NOTICE IS HEREBY GIVEN THAT the Eighty Fourth AnnualGeneral Meeting of VST INDUSTRIES LIMITED will beheld at Hotel Taj Krishna, Road No. 1, Banjara Hills,Hyderabad - 500 034 on Wednesday, 12th August,2015 at 9.30 a.m. for transacting the following business:

1. To consider and adopt the Audited Financial Statementsof the Company for the year ended 31st March, 2015,and the Reports of the Board of Directors and Auditorsthereon.

2. To declare a Dividend on the Equity Shares for the yearended 31st March, 2015.

3. To appoint Director in place of Mr. Raymond S. Noronha[DIN: 00012620] who retires by rotation and beingeligible, offers himself for re-appointment.

4. To consider and, if thought fit, to pass with or withoutmodification(s) the following Resolution as an OrdinaryResolution:

"RESOLVED THAT pursuant to the provisions of Section139 and other applicable provisions of the CompaniesAct, 2013 read with Rules framed there under (includingany statutory modification or re-enactment thereof forthe time being in force) M/s. Lovelock & Lewes,Chartered Accountants, having ICAI Firm RegistrationNumber 301056E be and are hereby re-appointed asthe Statutory Auditors of the Company, who shall holdoffice from the conclusion of this Annual General Meetingtill the conclusion of the next Annual General Meetingat a remuneration of `30,00,000 (Rupees Thirty Lakhsonly) payable in two equal instalments in addition toservice tax as applicable, travelling and reimbursementof reasonable actual out-of-pocket expenses incurred".

SPECIAL BUSINESS

5. To consider and, if thought fit, to pass with or withoutmodification(s), the following Resolution as an OrdinaryResolution:

"RESOLVED THAT Mr. Ramakrishna Venkata Addanki[DIN: 07147591] a nominee of the Raleigh InvestmentCompany Limited, a British American Tobacco groupcompany who was appointed as a Director of theCompany with effect from 21st April, 2015 in the placeof Mr. James H. Yamanaka [DIN: 06739695] and who

NOTICE OF MEETING

vacates office at the ensuing Annual General Meetingpursuant to Section 161 of the Companies Act, 2013and Article 98 of the Articles of Association of theCompany and in respect of whom the Company hasreceived a notice in writing from a Member proposinghis candidature for the office of Director be and is herebyappointed a Director of the Company whose period ofoffice shall be liable to determination by retirement ofDirectors by rotation."


"RESOLVED THAT in accordance with the provisions ofSections 196, 197 and 203 read with Schedule V andall other applicable provisions of the Companies Act,2013 and the Rules framed there under (including anystatutory modification(s) or re-enactment thereof for thetime being in force), approval of the Company be andis hereby accorded to the re-appointment of Mr. N. SaiSankar [DIN: 00010270] as Managing Director [MD]of the Company with effect from 1st January, 2016 to27th November, 2017 [both days inclusive], being adirector not liable to retire by rotation, on the terms andconditions including remuneration as set out in theStatement annexed to the Notice convening this Meeting,with liberty to the Board of Directors (hereinafter referredto as "the Board" which term shall be deemed to includeNomination and Remuneration Committee of the Board)to alter and vary the terms and conditions of theremuneration including the components of remunerationas it may deem fit and as may be acceptable to Mr. NSai Sankar the incumbent Managing Director, subjectto the same not exceeding the limits specified underSchedule V to the Companies Act, 2013 or any statutorymodification(s) or re-enactment thereof."


"RESOLVED THAT pursuant to the provisions of Section197 read with Schedule V of the Companies Act, 2013and the Rules framed there under (including any statutorymodification(s) or re-enactment thereof for the time beingin force), consent of the Company be and is hereby

Annual Report 2014-15 5

accorded to the revised terms of appointment toMr. Devraj Lahiri, [DIN: 03588071] Wholetime Directorof the Company with effect from 1st April, 2014 as setout in the Statement annexed to the Notice conveningthis Meeting with liberty to the Board of Directors(hereinafter referred to as "the Board" which term shallbe deemed to include Nomination and RemunerationCommittee of the Board) to alter and vary the terms andconditions of the remuneration including the componentsof remuneration as it may deem fit and as may beacceptable to Mr. Devraj Lahiri, the incumbent WholetimeDirector, subject to the same not exceeding the limitsspecified under the Companies Act, 2013 or anystatutory modification(s) or re-enactment thereof."

8. To consider and, if thought fit, to pass with or withoutmodification(s), the following Resolution as a SpecialResolution:

"RESOLVED THAT in supersession of the SpecialResolution passed through Postal Ballot on 13thDecember, 2011 and pursuant to the provisions ofSection 94 and other applicable provisions, if any, ofthe Companies Act, 2013, approval of the Company

NOTICE OF MEETING

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY. TOATTEND AND VOTE INSTEAD OF HIMSELF/HERSELFAND A PROXY NEED NOT BE A MEMBER OF THECOMPANY. The instrument of proxy in order tobe effective, must be duly stamped, signed,completed and received at the Registered Officeof the Company not less than 48 hours before thecommencement of the Annual General Meeting.

A person can act as a proxy on behalf of Membersnot exceeding fifty and holding in the aggregatenot more than 10% of the total equity share capitalof the Company carrying voting rights. A Memberholding more than 10% of the total share capital ofthe Company carrying voting rights may appoint asingle person as proxy and such person shall notact as a proxy for any other person or Member.

2. The Register of Members of the Company shall remainclosed from Thursday, 6th August, 2015 to Wednesday,

12th August, 2015 (both days inclusive) for paymentof dividend, if declared.

Valid transfer of shares received at the office of Registrarand Transfer Agents of the Company, M/s. KarvyComputershare Private Limited, before the close ofbusiness hours on 5th August, 2015 will be registeredin time for the transferees to become eligible for dividend,if declared.

Dividend, if declared, will be paid on 31st August, 2015to those Members whose names appear in the Registerof Members of the Company on 12th August, 2015 orto their mandatees, subject however to the provisions ofSection 126 of the Companies Act, 2013 or anyamendment thereto or re-enactment thereof. In respect ofdematerialised shares the dividend will be payable onthe basis of beneficial ownership as on 5th August, 2015,as per details to be furnished by National SecuritiesDepository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) for this purpose.

be and is hereby accorded to maintain Register ofMembers, Index of Members, Register of Renewed andDuplicate Shares and copies of annual returns, togetherwith the copies of certificates and documents requiredto be annexed thereto and other related books or anyone or more of them be kept at the office of theCompany's Registrar & Transfer Agent viz., KarvyComputershare Private Limited, Karvy SeleniumTower B, Plot No. 31 & 32, Gachibowli, Financial District,Nanakramguda, Serilingampally, Hyderabad - 500 032or any other place within the local limits of the city ofHyderabad instead of their office at Plot No. 17 to 24,Vittal Rao Nagar, Madhapur, Hyderabad - 500 081."

By Order of the BoardVST INDUSTRIES LIMITED

NITESH BAKSHICompany Secretary

Dated this 21st day of April, 2015.Azamabad, Hyderabad - 500 020


3. In accordance with Section 102 of the Companies Act,2013, Statement setting out the material facts in respectof items 5 to 8 being items of Special Business is annexedto the Notice of the Meeting.

4. Corporate members are requested to send, a dulycertified copy of the board resolution pursuant to Section113 of the Companies Act, 2013 authorising theirrepresentative to attend and vote at the Annual GeneralMeeting.

5. A brief profile of the Directors proposed to beappointed/re-appointed is given in the Directors' Report.None of the Directors is related to each other inter-se.

6. Members holding shares in physical form should informthe Company's Registrar and Transfer Agents,M/s. Karvy Computershare Private Limited of anychange in their registered address, mandate/bankdetails/e-mail address. Similarly, Members holdingshares in electronic form should inform their DepositoryParticipants (DP) of any change in their registeredaddress, mandate/bank details/e-mail address.

7. The shares of the Company are under compulsory demattrading. Members holding shares in physical form arerequested to convert their shares into dematerialisedform in their own interest and for their convenience.

8. SEBI has directed listed companies to use electronicpayment modes such as NEFT, RTGS, ECS etc., forpayment to investors. Members are requested to updatetheir bank details such as MICR, IFSC code etc., withthe Registrar and Transfer Agents, M/s. KarvyComputershare Private Limited by submitting a cancelledcheque, while Members holding shares in electronicform are requested to update such bank details withtheir respective Depository Participants.

9. Members who have multiple folios in identical namesor joint names in the same order are requested to intimateto the Registrar and Transfer Agents, M/s. KarvyComputershare Private Limited about these folios toenable consolidation of all such shareholdings into onefolio.

10. Members are requested to refer to the 'ShareholderReferencer' of the Report on Corporate Governancewhich inter-alia contains details regarding unclaimeddividend and unclaimed share certificates.

11. Members are requested to bring their copy of the AnnualReport to the Meeting.

12. For the convenience of Members and for proper conductof the Meeting, entry to the venue of the Meeting willbe regulated by Attendance Slip, which is enclosed withthis notice. Members are requested to sign at the placeprovided on the Attendance Slip and hand it over atthe entrance to the venue.

13. The documents referred to in this notice are open forinspection at the Registered Office of the Company onall working days, except Saturdays, between 11.00a.m. and 1.00 p.m. up to the date of Annual GeneralMeeting.

14. Pursuant to Section 108 of the Companies Act, 2013read with Rule 20 of the Companies (Management andAdministration) Rules, 2014, as amended, it ismandatory to extend to the Members of the Company,the facility to vote by electronic means and at the AGM.The Company is providing facility for voting by electronicmeans and the Members of the Company can transactall the items of the business through electronic votingsystem as contained in the Notice of the Meeting.

15. The facility for voting, either through electronic votingsystem or ballot or polling paper shall also be madeavailable at the meeting and members attending themeeting who have not already cast their vote by remotee-voting shall be able to exercise their right at themeeting.

16. The Members who have cast their vote by remotee-voting prior to the meeting may also attend the meetingbut shall not be entitled to cast their vote again.

The Company has appointed Mr. TumuluruKrishnamurthy, Company Secretary in practice, who inthe opinion of the Board is a duly qualified person, as aScrutinizer who will scrutinise the electronic votingprocess in a fair and transparent manner. The Scrutinizershall within a period of three days from the date ofconclusion of the meeting, submit his report of the votescast in favour or against, if any, to the Chairman of theCompany and the result of the same will be disclosedforthwith. The Company has appointed KarvyComputershare Private Limited as the Agency for thepurpose of facilitating the electronic voting.

NOTICE OF MEETING


INSTRUCTION FOR E-VOTING

1. Use the following URL for e-voting from Karvy website:http://evoting.karvy.com

2. Members of the Company holding shares either inphysical form or in dematerialised form, as on 5th August,2015, the cut off date (Record Date), may cast theirvote electronically or in the general meeting.

3. Enter the login credentials [i.e. user ID and passwordmentioned in the Attendance Slip enclosed with this notice].Your Folio No/DP ID Client ID will be your user ID.

4. After entering the details appropriately, click on LOGIN.

5. You will reach the password change menu wherein youare required to mandatorily change your password. Thenew password shall comprise of minimum 8 characterswith at least one upper case (A-Z), one lower case(a-z), one numeric value (0-9) and a special character.The system will prompt you to change your passwordand update any contact details like mobile, email etcon first login. You may also enter the secret questionand answer of your choice to retrieve your password incase you forget it. It is strongly recommended not toshare your password with any other person and takeutmost care to keep your password confidential.

6. You need to login again with the new credentials.

7. On successful login, the system will prompt you to selectthe EVEN i.e. VST Industries Limited.

8. On the voting page, enter the number of shares as onthe cut off date under FOR/AGAINST or alternately

NOTICE OF MEETING

you may enter partially any number in FOR and partiallyin AGAINST but the total number in FOR/AGAINSTtaken together should not exceed the total shareholding.You may also choose the option ABSTAIN.

9. Members holding multiple folios/demat account shallchoose the voting process separately for each folio/demat account.

10. Cast your vote by selecting an appropriate option andclick on SUBMIT. A confirmation box will be displayed.Click OK to confirm else CANCEL to modify. Once youconfirm, you will not be allowed to modify your vote.During the voting period, Members can login anynumber of times till they have voted on the resolution.

11. Once the vote on the resolution is cast by the Member,he/she shall not be allowed to change it subsequently.

12. The portal will be open for voting from 9.00 a.m. on8th August, 2015 to 5.00 p.m. on 11th August, 2015.

13. Members of the Company who have purchased theirshares after the despatch of the notice but before thecut off date (i.e. 5th August, 2015) may contact KarvyComputershare Private Limited at Telephone No. 1800345 4001 (toll free) or Email at [email protected] toobtain login ID and password.

14. In case of any queries, you may refer the FrequentlyAsked Questions (FAQs) for Members and e-voting UserManual for Members available at the download sectionof http://evoting.karvy.com or contact KarvyComputershare Private Limited at Telephone No. 1800345 4001 (toll free).

Statement pursuant to Section 102 of the Companies Act, 2013

In accordance with Section 102(1) of the Companies Act,2013, the following material facts are given in explanationof the items of Special Business set out in the attached Noticeof the Eighty Fourth Annual General Meeting of the Companyto be held at Hotel Taj Krishna, Road No. 1, Banjara Hills,Hyderabad - 500 034 on Wednesday, 12th August,2015 at 9.30 a.m.

Item No. 5

Mr. Ramakrishna Venkata Addanki who was appointed as aDirector of the Company with effect from 21st April, 2015 at

the Board Meeting held on 21st April, 2015 to fill the casualvacancy caused by the resignation of Mr. James H. Yamanakain terms of Section 161(4) of the Companies Act, 2013 andArticle 98 of the Articles of Association of the Company,vacates office at this Annual General Meeting.

A notice has been received by the Company along with adeposit of `1,00,000 from a Member under Section 160 ofthe Companies Act, 2013, proposing the appointment ofMr. Ramakrishna Venkata Addanki as a Non-ExecutiveDirector of the Company. The consent pursuant to Section


of office as Managing Director having regard to theannual performance of Mr. N. Sai Sankar and to coverthe Consumer Price Index.

II. Performance Bonus: Payable annually for eachfinancial year ending 31st March, 2016 and thereafter,not exceeding 150% of the Consolidated Salary perannum after approval of the accounts as may bedetermined by the Board of Directors of the Companyand/or the Nomination and Remuneration Committeeof the Board.

In addition to the aforesaid Consolidated Salary andPerformance Bonus, Mr. N. Sai Sankar shall be entitledto perquisites like gas, electricity, water, furnishings,medical reimbursement and leave travel concession forself and family, club fees, personal accident insuranceetc., in accordance with the Rules of the Company, themonetary value of such perquisites being limited to`10,00,000 per annum, for the purposes of which limitperquisites shall be evaluated as per Income Tax Rules,wherever applicable, and in absence of any such Rule,perquisites shall be evaluated at actual cost. However,the following shall not be included in the aforesaidperquisite limit:

a. Rent free furnished accommodation owned/leased/rented by the Company or Housing Allowance inlieu thereof, as per the Rules of the Company.

b. Contribution to Provident Fund and SuperannuationFund upto 27% of salary and contribution to GratuityFund upto 8.33% of salary as defined in the Rulesof the respective Funds, or upto such other limit asmay be prescribed under the Income Tax Act, 1961and the Rules there under for this purpose.

c. Use of Company car for official purposes andtelephone at residence (including payment for localcalls and long distance official calls).

d. Encashment of unavailed leave as per the Rules ofthe Company at the time of retirement/cessation ofservice.

e. Long service award as per the Rules of the Company.

f. Costs and expenses incurred by the Company inconnection with joining/transfer from one locationto another as per the Rules of the Company.

ANNEXURE TO NOTICE OF MEETING

152(5) of the Companies Act, 2013 to act as Director ifappointed, has been received from Mr. Addanki. Mr. Addankidoes not hold any shares in the Company.

Mr. Addanki is a Commerce graduate from OsmaniaUniversity and an associate member of the Institute of CostAccountants of India and has over 20 years of experience inthe tobacco industry. Having started his career in India,Mr. Addanki for the past 16 years has been with BritishAmerican Tobacco Group in different countries withexperiences in finance and general management.Mr. Addanki is currently the Finance Director for the Group'ssubsidiary in Turkey and prior to this he was the CEO for thegroup's business in the Czech Republic and responsible forthe Czech Cluster as a whole. He specialises in finance andgeneral management functions.

None of the Directors or Key Managerial Personnel or theirrelatives other than Mr. Ramakrishna Venkata Addanki hasany concern or interest, financial or otherwise in this Resolution.

The Board commends this item of business for your approval.

Item No. 6

The Members at their meeting held on 30th July, 2013approved the appointment of Mr. N. Sai Sankar as ManagingDirector of the Company to hold office from 3rd September,2012 to 31st December, 2015 (both days inclusive).

Mr. Sai Sankar's period of office is due to expire on 31stDecember, 2015. The Board of Directors of your Company("the Board") at its meeting held on 21st April, 2015 on therecommendation of Nomination & Remuneration Committeeapproved the re-appointment of Mr. N. Sai Sankar asManaging Director of the Company, with effect from 1stJanuary, 2016 to 27th November, 2017 (both daysinclusive), on the following remuneration, subject to theapproval of the Members. The Managing Director shall alsobe a Key Managerial Personnel under Section 203 of theCompanies Act, 2013.

Particulars of the appointment of Mr. N. Sai Sankar,Managing Director are set out below:

I. Consolidated Salary: At the rate of `10,20,133 permonth subject to such increases as the Board of Directorsof the Company and/or the Nomination andRemuneration Committee of the Board may determine inthe consolidated salary from time to time during the tenure


III. Minimum Remuneration: Notwithstanding anythingto the contrary contained herein, where, in any financialyear during the currency of the tenure of Mr. N. SaiSankar, the Company has no profits or its profits areinadequate, the Company will pay salary and perquisitesas laid down in Part II of Schedule V to the CompaniesAct, 2013 as Minimum Remuneration and subject to theprovisions thereof.

Mr. N. Sai Sankar satisfies all the conditions set out in Part-Iof Schedule V of the Companies Act, 2013 and alsoconditions set out in sub-section (3) of Section 196 of theCompanies Act, 2013 for being eligible for re-appointment.The above may be treated as written memorandum settingout the terms of re-appointment of Mr. N. Sai Sankar underSection 190 of the Companies Act, 2013.

Mr. Sai Sankar is a Commerce Graduate from St. Xavier'sCollege, Kolkata and is a Fellow Member of the Institute ofChartered Accountants of India, Fellow Member of the Instituteof Cost Accountants of India and Fellow Member of theInstitute of Company Secretaries of India. He has about 35years of experience in finance, accounting and secretarialfield and specialises in finance and taxation. He is a memberof the CSR Committee, Committee of Directors andStakeholders Relationship Committee of the Company and isalso a director on the board of the Tobacco Institute of India.Mr. Sai Sankar does not hold any shares in the Companyand is not related to any other Director of the Company.

Apart from Mr. N. Sai Sankar, Managing Director who wouldbe interested in his re-appointment and remuneration, noneof the Directors and Key Managerial Personnel of theCompany or their respective relatives is, in any way,concerned or interested financially or otherwise in this itemof business.


Item No. 7

The Board of Directors of your Company ("the Board") at itsmeeting held on 12th August, 2014 on the recommendationof Nomination and Remuneration Committee, approvedmodification in the terms of appointment of Mr. Devraj Lahiri,Wholetime Director, a Key Managerial Personnel of theCompany with effect from 1st April, 2014 as set out below,subject to the approval of the Members.

I. Consolidated Salary: At the rate of `3,50,000 permonth subject to such increases as the Board of Directorsof the Company and/or the Nomination andRemuneration Committee of the Board may determine inthe consolidated salary during the tenure of office asWholetime Director having regard to the annualperformance of Mr. Devraj Lahiri and to cover theConsumer Price Index.

II. Other Allowance: `1,00,000 per month.

III. Performance Bonus: Payable annually for eachfinancial year ending 31st March, 2015 and thereafter,not exceeding 100% of the consolidated salary perannum after approval of the accounts as may bedetermined by the Board.

IV. Perquisites: In addition to the aforesaid consolidatedsalary, other allowance and performance bonus,Mr. Devraj Lahiri shall be entitled to perquisites like gas,electricity, water, furnishings, medical reimbursement andleave travel concession for self and family, club fees,personal accident insurance etc., in accordance with therules of the Company, the monetary value of suchperquisites being limited to `4,00,000 per annum, forthe purposes of which limit perquisites shall be evaluatedas per Income Tax Act/Rules, wherever applicable, andin absence of any such Rule, perquisites shall beevaluated at actual cost. However, the following shallnot be included in the aforesaid perquisite limit:

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

b. Contribution to Provident Fund and SuperannuationFund upto 27% of salary and contribution to GratuityFund upto 8.33% of salary as defined in the rulesof the respective funds, or upto such other limit asmay be prescribed under the Income Tax Act, 1961and the Rules thereunder for this purpose.

c. Use of Company car for official purposes, telephoneat residence and cell phone (including payment forlocal calls and long distance official calls).

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



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

f. Costs and expenses incurred by the Company inconnection with joining/transfer from one locationto another as per the rules of the Company.

The aggregate of the remuneration and perquisites/benefits, including contribution towards Provident Fund,Superannuation Fund and Gratuity Fund, payable to Mr.Devraj Lahiri as such shall always be subject to the overallceilings laid down under the Companies Act, 2013 orany amendment or re-enactment thereof.

Minimum Remuneration: Notwithstanding anythingto the contrary contained herein, where, in any financialyear during the currency of the tenure of Mr. DevrajLahiri as Wholetime Director, the Company has no profitsor its profits are inadequate, the Company will pay salaryand perquisites to Mr. Devraj Lahiri as laid down in PartII of Schedule V to the Companies Act, 2013, as minimumremuneration and subject to the provisions thereof.

The Consolidated Salary of Mr. Devraj Lahiri was increasedby `24,150 to `3,74,150 per month with effect from 1stApril, 2015. The above may be treated as writtenmemorandum setting out the revised terms of Mr. Devraj Lahiriunder Section 190 of the Companies Act, 2013.

Apart from Mr. Devraj Lahiri, Wholetime Director who wouldbe interested in his revision of terms and remuneration, noneof the Directors and Key Managerial Personnel of theCompany or their respective relatives is in any way, concernedor interested financially or otherwise in this item of business.


Item No. 8

Under the provisions of the Companies Act, 2013 (the "Act")certain documents such as the Register of Members and Indexof Members for equity shares, register of renewed andduplicate shares, copies of all annual returns prepared,together with copies of certificates and documents requiredto be annexed thereto under Section 92 of the Act, and otherrelated books or any one or more of them are required to bemaintained at the registered office of the Company unless aspecial resolution is passed in a general meeting authorisingthe keeping of the register at any other place within the city,town or village in which the registered office is situated or

any other place in India, in which more than one-tenth of thetotal members entered in the register of members reside.

Your Company has obtained approval of the Membersthrough Postal Ballot by way of special resolution underSection 163 of the Companies Act, 1956 on 13th December,2011 to maintain the above registers and records with itsRegistrar & Transfer Agents - Karvy Computershare PrivateLimited situated at Plot No. 17 to 24, Vittal Rao Nagar,Madhapur, Hyderabad - 500 081.

For operational convenience, the above Registrar & TransferAgent is moving to a new premises and in view of the enablingprovisions of the Companies Act, 2013 as stated above, it isnecessary to seek the consent of the Members by way ofspecial resolution to maintain the registers and records in thenew premises of Karvy Computershare Private Limited, KarvySelenium Tower B, Plot No. 31 & 32, Gachibowli, FinancialDistrict, Nanakramguda, Serilingampally, Hyderabad - 500 032instead of Plot No. 17 to 24, Vittal Rao Nagar, Madhapur,Hyderabad - 500 081 and accordingly all the abovedocuments would be kept at the new premises of the Registrarand Transfer Agents viz., Karvy Computershare Private Limitedor any other place within the local limits of the city ofHyderabad where their office may shift.

Since more than one-tenth of the total members entered inthe register of members reside in the city of Hyderabad, theproposal to maintain the registers and records in the newpremises of Karvy Computershare Private Limited atHyderabad would be in compliance with such requirementunder Section 94 of the Companies Act, 2013.

None of the Directors and Key Managerial Personnel of theCompany or their respective relatives is, in any way, deemedto be concerned or interested in this item of business.






ANNUAL REPORT 2014-15VST Industries Limited Prod

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CONTENTS

Page

Board of Directors .. .. .. .. .. .. .. 3

Notice of Meeting .. .. .. .. .. .. .. 4

Report of the Board of Directors& Management Discussion and Analysis .. .. .. .. .. 11

Annexure to the Directors' Report .. .. .. .. .. .. .. 24

Independent Auditors' Report .. .. .. .. .. .. .. 66

Balance Sheet .. .. .. .. .. .. .. 70

Statement of Profit and Loss .. .. .. .. .. .. .. 71

Cash Flow Statement .. .. .. .. .. .. .. 72

Notes on the Financial Statements .. .. .. .. .. .. 73

Operating Results .. .. .. .. .. .. .. 90

Proxy Form .. .. .. .. .. .. .. 91


BOARD OF DIRECTORS

ChairmanRAYMOND S. NORONHA

Managing Director

N. SAI SANKAR

Wholetime Director

DEVRAJ LAHIRI

Non-Executive Directors

S. THIRUMALAI

MUBEEN RAFAT

RAMAKRISHNA V. ADDANKI [w.e.f. 21st April, 2015]

JAMES H. YAMANAKA [upto 16th April, 2015]

Chief Financial OfficerANISH GUPTA

Company SecretaryNITESH BAKSHI

AuditorsLovelock & LewesChartered AccountantsHyderabad - 500 034

Registered Office

1-7-1063/1065, AzamabadHyderabad - 500 020Phone : +91 40 2761 0460Fax : +91 40 2761 5336Email : [email protected] : www.vsthyd.comCIN : L29150TG1930PLC000576

Registrar & Transfer Agents

Karvy Computershare Private LimitedPlot Nos.17 to 24, Vittal Rao NagarMadhapur, Hyderabad - 500 081Phone : +91 40 2342 0815 to 24Fax : +91 40 2342 0814Email : [email protected] : www.karvy.com


NOTICE IS HEREBY GIVEN THAT the Eighty Fourth AnnualGeneral Meeting of VST INDUSTRIES LIMITED will beheld at Hotel Taj Krishna, Road No. 1, Banjara Hills,Hyderabad - 500 034 on Wednesday, 12th August,2015 at 9.30 a.m. for transacting the following business:

1. To consider and adopt the Audited Financial Statementsof the Company for the year ended 31st March, 2015,and the Reports of the Board of Directors and Auditorsthereon.

2. To declare a Dividend on the Equity Shares for the yearended 31st March, 2015.

3. To appoint Director in place of Mr. Raymond S. Noronha[DIN: 00012620] who retires by rotation and beingeligible, offers himself for re-appointment.


"RESOLVED THAT pursuant to the provisions of Section139 and other applicable provisions of the CompaniesAct, 2013 read with Rules framed there under (includingany statutory modification or re-enactment thereof forthe time being in force) M/s. Lovelock & Lewes,Chartered Accountants, having ICAI Firm RegistrationNumber 301056E be and are hereby re-appointed asthe Statutory Auditors of the Company, who shall holdoffice from the conclusion of this Annual General Meetingtill the conclusion of the next Annual General Meetingat a remuneration of `30,00,000 (Rupees Thirty Lakhsonly) payable in two equal instalments in addition toservice tax as applicable, travelling and reimbursementof reasonable actual out-of-pocket expenses incurred".

SPECIAL BUSINESS


"RESOLVED THAT Mr. Ramakrishna Venkata Addanki[DIN: 07147591] a nominee of the Raleigh InvestmentCompany Limited, a British American Tobacco groupcompany who was appointed as a Director of theCompany with effect from 21st April, 2015 in the placeof Mr. James H. Yamanaka [DIN: 06739695] and who

NOTICE OF MEETING

vacates office at the ensuing Annual General Meetingpursuant to Section 161 of the Companies Act, 2013and Article 98 of the Articles of Association of theCompany and in respect of whom the Company hasreceived a notice in writing from a Member proposinghis candidature for the office of Director be and is herebyappointed a Director of the Company whose period ofoffice shall be liable to determination by retirement ofDirectors by rotation."


"RESOLVED THAT in accordance with the provisions ofSections 196, 197 and 203 read with Schedule V andall other applicable provisions of the Companies Act,2013 and the Rules framed there under (including anystatutory modification(s) or re-enactment thereof for thetime being in force), approval of the Company be andis hereby accorded to the re-appointment of Mr. N. SaiSankar [DIN: 00010270] as Managing Director [MD]of the Company with effect from 1st January, 2016 to27th November, 2017 [both days inclusive], being adirector not liable to retire by rotation, on the terms andconditions including remuneration as set out in theStatement annexed to the Notice convening this Meeting,with liberty to the Board of Directors (hereinafter referredto as "the Board" which term shall be deemed to includeNomination and Remuneration Committee of the Board)to alter and vary the terms and conditions of theremuneration including the components of remunerationas it may deem fit and as may be acceptable to Mr. NSai Sankar the incumbent Managing Director, subjectto the same not exceeding the limits specified underSchedule V to the Companies Act, 2013 or any statutorymodification(s) or re-enactment thereof."


"RESOLVED THAT pursuant to the provisions of Section197 read with Schedule V of the Companies Act, 2013and the Rules framed there under (including any statutorymodification(s) or re-enactment thereof for the time beingin force), consent of the Company be and is hereby


accorded to the revised terms of appointment toMr. Devraj Lahiri, [DIN: 03588071] Wholetime Directorof the Company with effect from 1st April, 2014 as setout in the Statement annexed to the Notice conveningthis Meeting with liberty to the Board of Directors(hereinafter referred to as "the Board" which term shallbe deemed to include Nomination and RemunerationCommittee of the Board) to alter and vary the terms andconditions of the remuneration including the componentsof remuneration as it may deem fit and as may beacceptable to Mr. Devraj Lahiri, the incumbent WholetimeDirector, subject to the same not exceeding the limitsspecified under the Companies Act, 2013 or anystatutory modification(s) or re-enactment thereof."

8. To consider and, if thought fit, to pass with or withoutmodification(s), the following Resolution as a SpecialResolution:

"RESOLVED THAT in supersession of the SpecialResolution passed through Postal Ballot on 13thDecember, 2011 and pursuant to the provisions ofSection 94 and other applicable provisions, if any, ofthe Companies Act, 2013, approval of the Company

NOTICE OF MEETING

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY. TOATTEND AND VOTE INSTEAD OF HIMSELF/HERSELFAND A PROXY NEED NOT BE A MEMBER OF THECOMPANY. The instrument of proxy in order tobe effective, must be duly stamped, signed,completed and received at the Registered Officeof the Company not less than 48 hours before thecommencement of the Annual General Meeting.

A person can act as a proxy on behalf of Membersnot exceeding fifty and holding in the aggregatenot more than 10% of the total equity share capitalof the Company carrying voting rights. A Memberholding more than 10% of the total share capital ofthe Company carrying voting rights may appoint asingle person as proxy and such person shall notact as a proxy for any other person or Member.

2. The Register of Members of the Company shall remainclosed from Thursday, 6th August, 2015 to Wednesday,

12th August, 2015 (both days inclusive) for paymentof dividend, if declared.

Valid transfer of shares received at the office of Registrarand Transfer Agents of the Company, M/s. KarvyComputershare Private Limited, before the close ofbusiness hours on 5th August, 2015 will be registeredin time for the transferees to become eligible for dividend,if declared.

Dividend, if declared, will be paid on 31st August, 2015to those Members whose names appear in the Registerof Members of the Company on 12th August, 2015 orto their mandatees, subject however to the provisions ofSection 126 of the Companies Act, 2013 or anyamendment thereto or re-enactment thereof. In respect ofdematerialised shares the dividend will be payable onthe basis of beneficial ownership as on 5th August, 2015,as per details to be furnished by National SecuritiesDepository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) for this purpose.

be and is hereby accorded to maintain Register ofMembers, Index of Members, Register of Renewed andDuplicate Shares and copies of annual returns, togetherwith the copies of certificates and documents requiredto be annexed thereto and other related books or anyone or more of them be kept at the office of theCompany's Registrar & Transfer Agent viz., KarvyComputershare Private Limited, Karvy SeleniumTower B, Plot No. 31 & 32, Gachibowli, Financial District,Nanakramguda, Serilingampally, Hyderabad - 500 032or any other place within the local limits of the city ofHyderabad instead of their office at Plot No. 17 to 24,Vittal Rao Nagar, Madhapur, Hyderabad - 500 081."





3. In accordance with Section 102 of the Companies Act,2013, Statement setting out the material facts in respectof items 5 to 8 being items of Special Business is annexedto the Notice of the Meeting.

4. Corporate members are requested to send, a dulycertified copy of the board resolution pursuant to Section113 of the Companies Act, 2013 authorising theirrepresentative to attend and vote at the Annual GeneralMeeting.

5. A brief profile of the Directors proposed to beappointed/re-appointed is given in the Directors' Report.None of the Directors is related to each other inter-se.

6. Members holding shares in physical form should informthe Company's Registrar and Transfer Agents,M/s. Karvy Computershare Private Limited of anychange in their registered address, mandate/bankdetails/e-mail address. Similarly, Members holdingshares in electronic form should inform their DepositoryParticipants (DP) of any change in their registeredaddress, mandate/bank details/e-mail address.

7. The shares of the Company are under compulsory demattrading. Members holding shares in physical form arerequested to convert their shares into dematerialisedform in their own interest and for their convenience.

8. SEBI has directed listed companies to use electronicpayment modes such as NEFT, RTGS, ECS etc., forpayment to investors. Members are requested to updatetheir bank details such as MICR, IFSC code etc., withthe Registrar and Transfer Agents, M/s. KarvyComputershare Private Limited by submitting a cancelledcheque, while Members holding shares in electronicform are requested to update such bank details withtheir respective Depository Participants.

9. Members who have multiple folios in identical namesor joint names in the same order are requested to intimateto the Registrar and Transfer Agents, M/s. KarvyComputershare Private Limited about these folios toenable consolidation of all such shareholdings into onefolio.

10. Members are requested to refer to the 'ShareholderReferencer' of the Report on Corporate Governancewhich inter-alia contains details regarding unclaimeddividend and unclaimed share certificates.

11. Members are requested to bring their copy of the AnnualReport to the Meeting.

12. For the convenience of Members and for proper conductof the Meeting, entry to the venue of the Meeting willbe regulated by Attendance Slip, which is enclosed withthis notice. Members are requested to sign at the placeprovided on the Attendance Slip and hand it over atthe entrance to the venue.

13. The documents referred to in this notice are open forinspection at the Registered Office of the Company onall working days, except Saturdays, between 11.00a.m. and 1.00 p.m. up to the date of Annual GeneralMeeting.

14. Pursuant to Section 108 of the Companies Act, 2013read with Rule 20 of the Companies (Management andAdministration) Rules, 2014, as amended, it ismandatory to extend to the Members of the Company,the facility to vote by electronic means and at the AGM.The Company is providing facility for voting by electronicmeans and the Members of the Company can transactall the items of the business through electronic votingsystem as contained in the Notice of the Meeting.

15. The facility for voting, either through electronic votingsystem or ballot or polling paper shall also be madeavailable at the meeting and members attending themeeting who have not already cast their vote by remotee-voting shall be able to exercise their right at themeeting.

16. The Members who have cast their vote by remotee-voting prior to the meeting may also attend the meetingbut shall not be entitled to cast their vote again.

The Company has appointed Mr. TumuluruKrishnamurthy, Company Secretary in practice, who inthe opinion of the Board is a duly qualified person, as aScrutinizer who will scrutinise the electronic votingprocess in a fair and transparent manner. The Scrutinizershall within a period of three days from the date ofconclusion of the meeting, submit his report of the votescast in favour or against, if any, to the Chairman of theCompany and the result of the same will be disclosedforthwith. The Company has appointed KarvyComputershare Private Limited as the Agency for thepurpose of facilitating the electronic voting.

NOTICE OF MEETING


INSTRUCTION FOR E-VOTING

1. Use the following URL for e-voting from Karvy website:http://evoting.karvy.com

2. Members of the Company holding shares either inphysical form or in dematerialised form, as on 5th August,2015, the cut off date (Record Date), may cast theirvote electronically or in the general meeting.

3. Enter the login credentials [i.e. user ID and passwordmentioned in the Attendance Slip enclosed with this notice].Your Folio No/DP ID Client ID will be your user ID.

4. After entering the details appropriately, click on LOGIN.

5. You will reach the password change menu wherein youare required to mandatorily change your password. Thenew password shall comprise of minimum 8 characterswith at least one upper case (A-Z), one lower case(a-z), one numeric value (0-9) and a special character.The system will prompt you to change your passwordand update any contact details like mobile, email etcon first login. You may also enter the secret questionand answer of your choice to retrieve your password incase you forget it. It is strongly recommended not toshare your password with any other person and takeutmost care to keep your password confidential.

6. You need to login again with the new credentials.

7. On successful login, the system will prompt you to selectthe EVEN i.e. VST Industries Limited.

8. On the voting page, enter the number of shares as onthe cut off date under FOR/AGAINST or alternately

NOTICE OF MEETING

you may enter partially any number in FOR and partiallyin AGAINST but the total number in FOR/AGAINSTtaken together should not exceed the total shareholding.You may also choose the option ABSTAIN.

9. Members holding multiple folios/demat account shallchoose the voting process separately for each folio/demat account.

10. Cast your vote by selecting an appropriate option andclick on SUBMIT. A confirmation box will be displayed.Click OK to confirm else CANCEL to modify. Once youconfirm, you will not be allowed to modify your vote.During the voting period, Members can login anynumber of times till they have voted on the resolution.

11. Once the vote on the resolution is cast by the Member,he/she shall not be allowed to change it subsequently.

12. The portal will be open for voting from 9.00 a.m. on8th August, 2015 to 5.00 p.m. on 11th August, 2015.

13. Members of the Company who have purchased theirshares after the despatch of the notice but before thecut off date (i.e. 5th August, 2015) may contact KarvyComputershare Private Limited at Telephone No. 1800345 4001 (toll free) or Email at [email protected] toobtain login ID and password.

14. In case of any queries, you may refer the FrequentlyAsked Questions (FAQs) for Members and e-voting UserManual for Members available at the download sectionof http://evoting.karvy.com or contact KarvyComputershare Private Limited at Telephone No. 1800345 4001 (toll free).

Statement pursuant to Section 102 of the Companies Act, 2013

In accordance with Section 102(1) of the Companies Act,2013, the following material facts are given in explanationof the items of Special Business set out in the attached Noticeof the Eighty Fourth Annual General Meeting of the Companyto be held at Hotel Taj Krishna, Road No. 1, Banjara Hills,Hyderabad - 500 034 on Wednesday, 12th August,2015 at 9.30 a.m.

Item No. 5

Mr. Ramakrishna Venkata Addanki who was appointed as aDirector of the Company with effect from 21st April, 2015 at

the Board Meeting held on 21st April, 2015 to fill the casualvacancy caused by the resignation of Mr. James H. Yamanakain terms of Section 161(4) of the Companies Act, 2013 andArticle 98 of the Articles of Association of the Company,vacates office at this Annual General Meeting.

A notice has been received by the Company along with adeposit of `1,00,000 from a Member under Section 160 ofthe Companies Act, 2013, proposing the appointment ofMr. Ramakrishna Venkata Addanki as a Non-ExecutiveDirector of the Company. The consent pursuant to Section


of office as Managing Director having regard to theannual performance of Mr. N. Sai Sankar and to coverthe Consumer Price Index.

II. Performance Bonus: Payable annually for eachfinancial year ending 31st March, 2016 and thereafter,not exceeding 150% of the Consolidated Salary perannum after approval of the accounts as may bedetermined by the Board of Directors of the Companyand/or the Nomination and Remuneration Committeeof the Board.

In addition to the aforesaid Consolidated Salary andPerformance Bonus, Mr. N. Sai Sankar shall be entitledto perquisites like gas, electricity, water, furnishings,medical reimbursement and leave travel concession forself and family, club fees, personal accident insuranceetc., in accordance with the Rules of the Company, themonetary value of such perquisites being limited to`10,00,000 per annum, for the purposes of which limitperquisites shall be evaluated as per Income Tax Rules,wherever applicable, and in absence of any such Rule,perquisites shall be evaluated at actual cost. However,the following shall not be included in the aforesaidperquisite limit:

a. Rent free furnished accommodation owned/leased/rented by the Company or Housing Allowance inlieu thereof, as per the Rules of the Company.

b. Contribution to Provident Fund and SuperannuationFund upto 27% of salary and contribution to GratuityFund upto 8.33% of salary as defined in the Rulesof the respective Funds, or upto such other limit asmay be prescribed under the Income Tax Act, 1961and the Rules there under for this purpose.

c. Use of Company car for official purposes andtelephone at residence (including payment for localcalls and long distance official calls).

d. Encashment of unavailed leave as per the Rules ofthe Company at the time of retirement/cessation ofservice.

e. Long service award as per the Rules of the Company.

f. Costs and expenses incurred by the Company inconnection with joining/transfer from one locationto another as per the Rules of the Company.


152(5) of the Companies Act, 2013 to act as Director ifappointed, has been received from Mr. Addanki. Mr. Addankidoes not hold any shares in the Company.

Mr. Addanki is a Commerce graduate from OsmaniaUniversity and an associate member of the Institute of CostAccountants of India and has over 20 years of experience inthe tobacco industry. Having started his career in India,Mr. Addanki for the past 16 years has been with BritishAmerican Tobacco Group in different countries withexperiences in finance and general management.Mr. Addanki is currently the Finance Director for the Group'ssubsidiary in Turkey and prior to this he was the CEO for thegroup's business in the Czech Republic and responsible forthe Czech Cluster as a whole. He specialises in finance andgeneral management functions.

None of the Directors or Key Managerial Personnel or theirrelatives other than Mr. Ramakrishna Venkata Addanki hasany concern or interest, financial or otherwise in this Resolution.


Item No. 6

The Members at their meeting held on 30th July, 2013approved the appointment of Mr. N. Sai Sankar as ManagingDirector of the Company to hold office from 3rd September,2012 to 31st December, 2015 (both days inclusive).

Mr. Sai Sankar's period of office is due to expire on 31stDecember, 2015. The Board of Directors of your Company("the Board") at its meeting held on 21st April, 2015 on therecommendation of Nomination & Remuneration Committeeapproved the re-appointment of Mr. N. Sai Sankar asManaging Director of the Company, with effect from 1stJanuary, 2016 to 27th November, 2017 (both daysinclusive), on the following remuneration, subject to theapproval of the Members. The Managing Director shall alsobe a Key Managerial Personnel under Section 203 of theCompanies Act, 2013.

Particulars of the appointment of Mr. N. Sai Sankar,Managing Director are set out below:

I. Consolidated Salary: At the rate of `10,20,133 permonth subject to such increases as the Board of Directorsof the Company and/or the Nomination andRemuneration Committee of the Board may determine inthe consolidated salary from time to time during the tenure


III. Minimum Remuneration: Notwithstanding anythingto the contrary contained herein, where, in any financialyear during the currency of the tenure of Mr. N. SaiSankar, the Company has no profits or its profits areinadequate, the Company will pay salary and perquisitesas laid down in Part II of Schedule V to the CompaniesAct, 2013 as Minimum Remuneration and subject to theprovisions thereof.

Mr. N. Sai Sankar satisfies all the conditions set out in Part-Iof Schedule V of the Companies Act, 2013 and alsoconditions set out in sub-section (3) of Section 196 of theCompanies Act, 2013 for being eligible for re-appointment.The above may be treated as written memorandum settingout the terms of re-appointment of Mr. N. Sai Sankar underSection 190 of the Companies Act, 2013.

Mr. Sai Sankar is a Commerce Graduate from St. Xavier'sCollege, Kolkata and is a Fellow Member of the Institute ofChartered Accountants of India, Fellow Member of the Instituteof Cost Accountants of India and Fellow Member of theInstitute of Company Secretaries of India. He has about 35years of experience in finance, accounting and secretarialfield and specialises in finance and taxation. He is a memberof the CSR Committee, Committee of Directors andStakeholders Relationship Committee of the Company and isalso a director on the board of the Tobacco Institute of India.Mr. Sai Sankar does not hold any shares in the Companyand is not related to any other Director of the Company.

Apart from Mr. N. Sai Sankar, Managing Director who wouldbe interested in his re-appointment and remuneration, noneof the Directors and Key Managerial Personnel of theCompany or their respective relatives is, in any way,concerned or interested financially or otherwise in this itemof business.


Item No. 7

The Board of Directors of your Company ("the Board") at itsmeeting held on 12th August, 2014 on the recommendationof Nomination and Remuneration Committee, approvedmodification in the terms of appointment of Mr. Devraj Lahiri,Wholetime Director, a Key Managerial Personnel of theCompany with effect from 1st April, 2014 as set out below,subject to the approval of the Members.

I. Consolidated Salary: At the rate of `3,50,000 permonth subject to such increases as the Board of Directorsof the Company and/or the Nomination andRemuneration Committee of the Board may determine inthe consolidated salary during the tenure of office asWholetime Director having regard to the annualperformance of Mr. Devraj Lahiri and to cover theConsumer Price Index.

II. Other Allowance: `1,00,000 per month.

III. Performance Bonus: Payable annually for eachfinancial year ending 31st March, 2015 and thereafter,not exceeding 100% of the consolidated salary perannum after approval of the accounts as may bedetermined by the Board.

IV. Perquisites: In addition to the aforesaid consolidatedsalary, other allowance and performance bonus,Mr. Devraj Lahiri shall be entitled to perquisites like gas,electricity, water, furnishings, medical reimbursement andleave travel concession for self and family, club fees,personal accident insurance etc., in accordance with therules of the Company, the monetary value of suchperquisites being limited to `4,00,000 per annum, forthe purposes of which limit perquisites shall be evaluatedas per Income Tax Act/Rules, wherever applicable, andin absence of any such Rule, perquisites shall beevaluated at actual cost. However, the following shallnot be included in the aforesaid perquisite limit:

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

b. Contribution to Provident Fund and SuperannuationFund upto 27% of salary and contribution to GratuityFund upto 8.33% of salary as defined in the rulesof the respective funds, or upto such other limit asmay be prescribed under the Income Tax Act, 1961and the Rules thereunder for this purpose.

c. Use of Company car for official purposes, telephoneat residence and cell phone (including payment forlocal calls and long distance official calls).

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



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

f. Costs and expenses incurred by the Company inconnection with joining/transfer from one locationto another as per the rules of the Company.

The aggregate of the remuneration and perquisites/benefits, including contribution towards Provident Fund,Superannuation Fund and Gratuity Fund, payable to Mr.Devraj Lahiri as such shall always be subject to the overallceilings laid down under the Companies Act, 2013 orany amendment or re-enactment thereof.

Minimum Remuneration: Notwithstanding anythingto the contrary contained herein, where, in any financialyear during the currency of the tenure of Mr. DevrajLahiri as Wholetime Director, the Company has no profitsor its profits are inadequate, the Company will pay salaryand perquisites to Mr. Devraj Lahiri as laid down in PartII of Schedule V to the Companies Act, 2013, as minimumremuneration and subject to the provisions thereof.

The Consolidated Salary of Mr. Devraj Lahiri was increasedby `24,150 to `3,74,150 per month with effect from 1stApril, 2015. The above may be treated as writtenmemorandum setting out the revised terms of Mr. Devraj Lahiriunder Section 190 of the Companies Act, 2013.

Apart from Mr. Devraj Lahiri, Wholetime Director who wouldbe interested in his revision of terms and remuneration, noneof the Directors and Key Managerial Personnel of theCompany or their respective relatives is in any way, concernedor interested financially or otherwise in this item of business.


Item No. 8

Under the provisions of the Companies Act, 2013 (the "Act")certain documents such as the Register of Members and Indexof Members for equity shares, register of renewed andduplicate shares, copies of all annual returns prepared,together with copies of certificates and documents requiredto be annexed thereto under Section 92 of the Act, and otherrelated books or any one or more of them are required to bemaintained at the registered office of the Company unless aspecial resolution is passed in a general meeting authorisingthe keeping of the register at any other place within the city,town or village in which the registered office is situated or

any other place in India, in which more than one-tenth of thetotal members entered in the register of members reside.

Your Company has obtained approval of the Membersthrough Postal Ballot by way of special resolution underSection 163 of the Companies Act, 1956 on 13th December,2011 to maintain the above registers and records with itsRegistrar & Transfer Agents - Karvy Computershare PrivateLimited situated at Plot No. 17 to 24, Vittal Rao Nagar,Madhapur, Hyderabad - 500 081.

For operational convenience, the above Registrar & TransferAgent is moving to a new premises and in view of the enablingprovisions of the Companies Act, 2013 as stated above, it isnecessary to seek the consent of the Members by way ofspecial resolution to maintain the registers and records in thenew premises of Karvy Computershare Private Limited, KarvySelenium Tower B, Plot No. 31 & 32, Gachibowli, FinancialDistrict, Nanakramguda, Serilingampally, Hyderabad - 500 032instead of Plot No. 17 to 24, Vittal Rao Nagar, Madhapur,Hyderabad - 500 081 and accordingly all the abovedocuments would be kept at the new premises of the Registrarand Transfer Agents viz., Karvy Computershare Private Limitedor any other place within the local limits of the city ofHyderabad where their office may shift.

Since more than one-tenth of the total members entered inthe register of members reside in the city of Hyderabad, theproposal to maintain the registers and records in the newpremises of Karvy Computershare Private Limited atHyderabad would be in compliance with such requirementunder Section 94 of the Companies Act, 2013.

None of the Directors and Key Managerial Personnel of theCompany or their respective relatives is, in any way, deemedto be concerned or interested in this item of business.







REPORT OF THE BOARD OF DIRECTORS & MANAGEMENTDISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31ST MARCH, 2015

in price of legitimate cigarettes has ledto the growth of tax inefficient non dutypaid cigarettes thus hurting legitimatestakeholders further. The unpredictabletax regime poses varied challenges forthe industry moving forward.

The government has also proposedstringent regulatory measures including85% graphical health warning on bothpanels of cigarette packs, ban on saleof loose sticks & blanket ban on anykind of promotional activity. Thesemeasures, if enforced, would furtherinhibit an already highly regulatedindustry and significantly hinderlegitimate competition.

SEGMENT WISE PERFORMANCE

Your Company largely operates in thevalue segment. Discriminatory &exponential excise hike in 64mm in2014-15 affects your Company morethan others since affordability driven64mm segment contributes significantlyto overall volumes.

Your Company's key trademarks suchas Moments, Special & Charms havedelivered superior performance in achallenging year thus helping tominimise volume drop in a decliningindustry. Your Company strives to caterto diverse consumer preferencesthrough portfolio laddering of keytrademarks, introducing new brands &entering new geographies.

Market Scenario

Cigarette volumes of your Companyduring 2014-15 stood at 7540 mnscompared to 8100 mns in 2013-14.Though disproportionately affected by

DIVIDEND

The Directors are pleased torecommend a dividend of 700% on thepaid up equity share capital of theCompany, which amounts to `70 perequity share of `10 each forconsideration and approval ofMembers at the Annual GeneralMeeting. The total outgo amounts to`130.72 crore including dividenddistribution tax of `22.62 crore. It isproposed to carry forward an amountof `15.25 crore to General Reserve.

INDUSTRY STRUCTURE &DEVELOPMENT

The trend of frequent & steep taxincrease continues with third consecutive

year of excise revision in the UnionBudget presented in July 2014. Thisyear the duty on most affordable 64mmcigarettes was disproportionatelyincreased by 72% versus 17% for otherkey segment. This impacts yourCompany significantly more thancompetition.

In addition, frequent revision in statetaxes continues to pose a challenge forthe industry. Some key cigaretteconsuming states such as Tamil Nadu& Kerala increased tax rates from 20%to 30% in 2014-15.

This trend of succession tax hikes hasled to pricing pressure on consumersresulting in another year of industryvolume decline. The resultant increase

The Directors of your Company have pleasure in presenting before you theAnnual Report together with the Audited Statements of Accounts for the yearended 31st March, 2015.

Financial Results ` Lakhs

2014-15 2013-14

Revenue from Operations 171690 162672

Net Profit after Tax 15221 15015

Profit brought forward from previous year 11133 10274

Balance available for Appropriation 26354 25289

Amount transferred to General Reserve 1525 1510

Dividend proposed 10809 10809

Corporate Dividend Tax 2262 1837

Surplus in the Statement of Profit and Loss 11758 11133

KEY RATIOS

Earnings per Share (`) 98.57 97.24

Dividend per Share (`) 70.00 70.00

� Value creation during the decade has been Compounded AnnualGrowth Rate (CAGR), 13.5% in Earnings Per Share (EPS) and 18.8%in Dividend Per Share (DPS).


excise hike, your Company'sperformance is in line with generalindustry trends.

Leaf Tobacco

Your Company has recorded leaf salesturnover of `256 crore, in the year2014-15 leveraging its expertise in allvarieties of tobacco. Your Company iscontinuing domestic sales in addition toexports for maximising turnover andprofits.

The focus on the development of nichevarieties of tobacco continued in viewof the changing requirements of tobaccoin the international market. Besideshelping develop backward regions, ithas also helped in improving theCompany's profitability. The Orientalproject continues with improvedagronomic practices.

It is satisfying to note that yourCompany's farmers continue to growtobacco with the lowest pesticideresidue levels and low TSNAs (TobaccoSpecific Nitrosamaines) that are wellwithin international standards.

Your Company's leaf tobacco functioncontinues to be certified by RegistroItaliano Navale, Genova, Italy forSA8000 reflecting Company's resolveto follow best international practices inits operations.

PRODUCTION AND PLANTMODERNISATION

In order to keep pace with the changingtechnology and give competitive edgeto the Company's products in the marketplace, your company has offered

Environment, Health and Safety (EHS)in day-to-day business operations isgiven very high priority by yourCompany. 594 employees and 22contractors have undergone EHStraining and 525 employees haveundergone fire fighting trainingprogramme. Mock fire drills were alsoconducted for workers andmanagement during the period tocomply with the Company's EHSguidelines.

Quarterly and annual EHS audits of theCompany's operations were carried outto ensure compliance of EHSrequirements.

Surveillance Audit of ISO 14001: 2004& OHSAS 18001: 2007 for the year2014-15 were conducted by RegistroItaliano Navale India (RINA).

All statutory compliances are in place.

The thrust on EHS will continue whileemphasising the focus on bestinternational work practices.

FINANCE

a. Profits

The Profit after Tax of yourCompany for the year is `152.21crore.

The continuous increase in taxationover the last several years hasbrought about increased pressureon margins.

b. Treasury Operations

Your Company follows a SLRmodel (Safety, Liquidity and Return)in deployment of earmarked funds.

innovative products to consumers, whichhave been well received.

HUMAN RESOURCEDEVELOPMENT

Your Company's Human ResourceManagement focus continues to attractand retain the best talent, in anincreasingly competitive market place.Development plans have been drawnup for key managers to assume higherresponsibilities as well as to enhancetheir job effectiveness.

Your Company has constituted anInternal Complaints Committee as perthe Sexual Harassment of Women atWorkplace (Prevention, Prohibition andRedressal) Act, 2013 and the Rulesthere under. No cases were filed duringlast year under the above Act.

As on 31st March, 2015, yourCompany had a strength of 858employees, with 303 management staffand 555 workmen.

ENVIRONMENT, HEALTH &SAFETY (EHS) ANDCOMMUNITY SERVICES

Your Company continues to keep EHSsquarely in the forefront. PresidentAward for the year 2014 waspresented to your Company by RoyalSociety for Prevention of Accidents(RoSPA), U.K. for maintaining thehighest standards in Occupational,Health and Safety.

Safety Innovation Award for the year2014 was awarded to your Companyby Institution of Engineers India, NewDelhi.

REPORT OF THE BOARD OF DIRECTORS


PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS

The Company has not taken any loansor given guarantees or madeinvestments in any other company.

RATING

The Credit Rating Information ServicesIndia Limited (CRISIL) has re-affirmed therating of your Company to 'FAAA/Stable' for Fixed Deposit Schemes,'AA+/Stable' for Long Term Non-convertible Debentures and 'A1+' fornon-fund based liabilities (Letter ofCredit and Bank Guarantee). YourCompany has stopped accepting freshdeposits for the past several years.

UNCLAIMED DIVIDENDS

Pursuant to the provisions of Sections205A(5) and 205C of the CompaniesAct, 1956, the Company hastransferred on due dates, the unpaid orunclaimed dividends for the financialyear ended 31st March, 2007 to theInvestor Education and Protection Fund(IEPF) established by the CentralGovernment.

Further, as per the provisions of InvestorEducation and Protection Fund(Uploading of Information regardingunpaid and unclaimed amounts lyingwith Companies) Rules, 2012, theCompany has uploaded the details ofunpaid and unclaimed amounts lyingwith the Company as on 12th August,2014 (date of the last Annual GeneralMeeting) on the website of theCompany (www.vsthyd.com), and alsoon the website of the Ministry ofCorporate Affairs, Government of India.

taken by passing resolutions throughcirculation. During the year four BoardMeetings and four Audit CommitteeMeetings were convened and held. Thedetails of the meetings includingcomposition of Audit Committee aregiven in the Corporate GovernanceReport. During the year, all therecommendations of the AuditCommittee were accepted by theBoard.

INTERNAL FINANCIALCONTROLS

Your Company remains committed toimprove effectiveness of internalfinancial controls and processes whichwould help in efficient conduct of itsbusiness operations, ensure security toits assets and timely preparation ofreliable financial information.

The policies and procedures laid outby your Company capture the controlenvironment prevalent in theorganisation. Over a period of threeyears, the business processes of yourCompany is reviewed through aninternal audit process which reviews thesystems on a continuous basis. Theobjective is to identify potential riskareas and come up with acomprehensive risk mitigation plan.

The Audit Committee of your Board metfour times during the year. Review ofaudit observations covering theoperations, consideration of accounts ona quarterly basis and monitoring theimplementation of audit recommendationswere some of the key areas which weredealt with by the Committee. TheStatutory Auditors/Internal Auditors


The details of the dividend due fortransfer to IEPF as on 31st March, 2015is given in the Report on CorporateGovernance.

UNCLAIMED SHARE CERTIFICATES

Your Company has communicated tothe Members whose share certificateshave been returned undelivered to theCompany that these would betransferred to the Unclaimed SuspenseAccount if not claimed by them, asrequired under Clause 5A of the ListingAgreement with stock exchanges.

The status of unclaimed shares as on31st March, 2015 is given in the Reporton Corporate Governance.

CORPORATE GOVERNANCE

The Company's Report on CorporateGovernance is annexed to this Reportas 'Annexure A'.

Certificate of the Statutory Auditors ofyour Company regarding complianceof the conditions of CorporateGovernance as stipulated in Clause 49of the Listing Agreement with stockexchanges is annexed to this Report.

Your Company has taken adequatesteps for strict compliance with theCorporate Governance guidelines, asamended from time to time.

MEETINGS

The Board and Committee meetings arepre-scheduled and a tentative calendarof the meetings finalised in consultationof the Directors are circulated to themin advance to facilitate them to plan theirschedule. However, in case of specialand urgent business needs, approval is


were invited to attend the AuditCommittee meetings and makepresentations covering their observationon adequacy of internal financialcontrols and the steps required to bridgegaps, if any.

Risk Management

Your Company has always endeavoredto bring together elements of bestpractices for risk management in relationto existing and emerging risks faced byit at both strategic level and inoperations. The Company faces avariety of risks from external and internalsources, however, the objective is to beaware of different kinds of risks affectingthe business. Rather than eliminatingthese risks, the decision making processat your Company considers sensible risktaking and thereby proactive steps aretaken to ensure that business isundertaken in an environment whichencourages a reasonable amount of risktaking and enables the company toleverage market opportunitieseffectively.

The Board is responsible for determiningthe nature and extent of the principalrisks that your Company is willing to taketo achieve its strategic objectives andfor maintaining sound risk managementsystem. With the support of the AuditCommittee, it carries out a review of theeffectiveness of your company's riskmanagement process covering allmaterial risks including strategic,financial, operational and compliance.

Your Company has substantialoperations all over the country andcompetes on basis of brand appeal and

loyalty, product quality and taste,packaging, marketing and price. Thiscompetitive position is influenced by theeconomic, regulatory and politicalsituations both on an all India basis aswell as that prevailing at the state level,and actions of the competitors. Theprincipal risks impacting yourCompany's business and stepsundertaken to mitigate them are asunder:

(i) Regulatory restrictions couldhave an impact on long termrevenue growth of the Company.

The Company operates underincreasingly stringent regulatoryregime (COTPA guidelines onpackaging and labelling,advertising and promotion). Thisfurther gets complicated withadoption of differing regulatoryregime in different states and/orlack of consensus oninterpretation/application.

Such restrictive regulations whichare subjected to interpretationcould result in not only penaltiesbeing imposed/loss of reputation,but also impair the Company'sability to communicate with adultsmokers and/or to meet consumerexpectations through new/innovative brand launches orgeographic expansion.

The Company addresses this riskby engaging in continuous socialdialogue with stakeholders andregulatory community throughindustry bodies. At the same time itworks on developing strategies and

capabilities to be able to launchcompetitive and consumeracceptable brands within thechanging regulatory environment.

(ii) Taxation changes could havean impact on short term revenuegrowth of the Company.

The Company's business issubjected to substantial central andstate level taxes whereby due todifferential increase in excise dutiesin various segments; change inlength of cigarette stick on whichexcise duty is payable; and tax(VAT) rate differential betweenvarious states particularly if it is incase of adjoining states could resultin cross border movement ofgoods, could require the Companyto take up product prices and inabsence such action, impact itsbusiness. The impact increaseswhen due to change in economicsituation, consumers disposalincome reduces resulting in down-trading to cheaper cigarettes oralternative tobacco products.

Such risks are addressed by theCompany through (a) engagementwith tax authorities both at centreas well as state level whereappropriate; (b) regularmanagement review to build abrand portfolio across segments aswell as across geographies andfocus on new brand creation; and(c) capability build-up throughinvestments in distributioninfrastructure to increasegeographical spread.



(iii) Regional disruptions couldhave an impact on short-termrevenue growth of the Companyas well as reputation.

Regional disturbances throughstate level restriction on trade orthrough terrorism and politicalviolence including bandhs, strikes,has the potential to disrupt theCompany's business operations.Such disruptions result in potentialloss of assets and increased costsdue to more complex supply chainarrangements and/or maintaininginefficient facilities.

The Company addresses this riskthrough developing secure multiplesourcing/delivery (supply chain)strategy and through insurance coverand business continuity planning.

(iv) Counter party risk could havea potential impact on Company'scapital and profitability

The Company generates positivecash flows which arepredominantly invested withfinancial institutions and mutualfunds. Delay in settlement onmaturity of such investments couldresult in liquidity and financial lossto the Company.

Such risks are mitigated throughinvestment based on principle ofsafety, liquidity & returns and withinstitutions having strong short-termand long term ratings assigned byCRISIL.

(v) Data risks

The loss or misuse of sensitive

information, or its disclosure tooutsiders, including competitorsand trading partners, couldpotentially have a significantadverse impact on the Company'sbusiness operations and/or giverise to legal liability. For thispurpose, the Company has put inplace information technologypolicies and procedures which arereviewed regularly. Further,information technology controls likedata back-up mechanism, disasterrecovery center, authorisationverification, etc. have also beenestablished.

CORPORATE SOCIALRESPONSIBILITY INITIATIVES

Your Company has formulated a

Corporate Social Responsibility policy

with the objective to promote inclusive

growth and equitable development of

identified areas by contributing back to

the society. Over the years, your

Company has been involved in social

activities like provision of clean water,

construction of school buildings etc.

Your Company has been actively

discouraging child labour involvement

in tobacco growing/processing. Your

Company has also facilitated installation

of solar lights in the tobacco growing

areas in association with the villagepanchayats in the tobacco growingareas.

Pursuant to the provisions of Section135 and Schedule VII of the CompaniesAct, 2013, the Corporate SocialResponsibility (CSR) Committee of the

Board of Directors was formed torecommend the policy on CorporateSocial Responsibility and monitor itsimplementation. The CSR policy isavailable on the Company's website at:www.vsthyd.com/i/CSRPolicy.pdf.Your Company has initially decided tofocus on 'sanitation' as a key area whichrequires attention as it believesimproving sanitation has a direct impacton health which in turn has an impacton overall productivity and the qualityof life of the common people, therebymaking a positive impact on society.

Evaluation of projects and finalisationof competent agencies is a timeconsuming process. This has taken sometime since this is the first year of suchinitiative and hence your Company hasbeen able to spend part of the stipulatedtwo percent of the average net profit ofthe last three financial years. The CSRPolicy and the Annual Report on CSRactivities is annexed herewith as'Annexure B'.

RELATED PARTY TRANSACTIONS

There were no related party transactionsduring the year except that in theordinary course of business and on armslength basis. There were no materiallysignificant related party transactionsbetween your Company and theDirectors, Promoters, Key ManagerialPersonnel and other designated personswhich may have a potential conflict withthe interest of your Company at large.

Form AOC-2 for disclosure of particularsof contracts/arrangements, entered intoby your Company with related partiesis attached herewith as 'Annexure C'.



BOARD EVALUATION

Pursuant to the provisions of theCompanies Act, 2013 and Clause 49of the Listing Agreement, theperformance evaluation of the Board,the Committees of the Board andindividual Directors has been carriedout. The manner in which the evaluationhas been carried out has beenexplained in the CorporateGovernance Report.

REMUNERATION POLICY

Nomination and RemunerationCommittee has formulated a policyrelating to remuneration of directors, keymanagerial personnel and otheremployees which has been approvedby the Board. The remuneration policyand the criteria for determiningqualification, position attributes andindependence of a director are statedin the Corporate Governance Report.

MEETING OF INDEPENDENTDIRECTORS

The performance of the individualdirectors and the Board and theCommittees thereof is done by theBoard and the Independent Directorsin their exclusive meeting as per thepolicy formulated by the Board in thisregard.

VIGIL MECHANISM

In terms of Section 177 of theCompanies Act, 2013, the Companyhas formulated a Whistle Blower Policyas a vigil mechanism to encourage allemployees and directors to report anyunethical behavior, actual or suspected

fraud or violation of the Company's'Code of Conduct and Ethics Policy'which also provides for adequatesafeguard against victimisation ofperson who use such mechanism andthere is a provision for direct access tothe chairman of the Audit Committee inappropriate/exceptional cases. Thedetails of the Whistle Blower Policy isgiven in the Corporate GovernanceReport and also posted on theCompany's website at:www.vsthyd.com/i/Whistle BlowerPolicy.pdf.

DIRECTORS AND KEYMANAGERIAL PERSONNEL

Directors retiring by rotation

Mr. Raymond S. Noronha

In accordance with Article 93 of theArticles of Association of yourCompany, Mr. Raymond S. Noronharetires from the Board and beingeligible, offers himself for re-election.Your Board recommends his re-appointment.

Mr. Noronha was re-appointed at theAnnual General Meeting held on 12thAugust, 2014.

Mr. Noronha is a B.A. (Hons.) from St.Stephen's College, Delhi and attendedthe Wharton Advanced ManagementProgram (1995) at Philadelphia, USA.He has had over 40 years of variedexperience in the cigarette business bothinternational and domestic and has heldseveral top level positions for over adecade. He specialises in the marketingand general administration functions. Heis a Member of the Audit Committee,

CSR Committee, Committee of Directors,Nomination & Remuneration Committeeand Stakeholders RelationshipCommittee of your Company and is nota director of any other company inIndia. Mr. Noronha does not hold anyshares in the Company and is notrelated to any other Director of theCompany.

Directors' Resignation/Appointment

Mrs. Asha Nair

Mrs. Asha Nair resigned as a Directorof your Company with effect from 21stOctober, 2014 due to the reason thatyour Company continues to be a puretobacco company while theGovernment has been issuing regulationfor discouraging tobacco and sherepresented a Government controlledPSU insurance company. The Board ofDirectors place on record their deepappreciation of the contribution madeto your Company by Mrs. Asha Nair.

Mr. James H. Yamanaka

Mr. James H. Yamanaka who wasappointed as a Director by theMembers in the Annual generalMeeting of the Company held on 12thAugust, 2014 has resigned with effectfrom close of business on 16th April,2015 as the Raleigh InvestmentCompany Limited, a British AmericanTobacco Group company which hadnominated him on the Board of yourCompany resolved to appoint Mr.Ramakrishna V. Addanki in his place.The Board of Directors place on recordthe deep appreciation of thecontribution made to your Company byMr. James H. Yamanaka.



Mr. Ramakrishna V. Addanki

Mr. Ramakrishna V. Addanki wasnominated by the Raleigh InvestmentCompany Limited, a British AmericanTobacco group company as a Directorof your Company with effect from 21stApril, 2015 in place of Mr. James H.Yamanaka.

Mr. Addanki is a Commerce graduatefrom Osmania University and anassociate member of the Institute of CostAccountants of India and has over 20years of experience in the tobaccoindustry. Having started his career inIndia, Mr. Addanki for the past 16 yearshas been with British American TobaccoGroup in different countries withexperiences in finance and generalmanagement. Mr. Addanki is currentlythe Finance Director for the Group'ssubsidiary in Turkey and prior to this hewas the CEO for the group's businessin the Czech Republic and responsiblefor the Czech Cluster as a whole. Hespecialises in finance and generalmanagement functions.

He is not a member of any Committeeof the Board and is not a director ofany other company in India.Mr. Addanki does not hold any sharesin the company and is not related toany other director of the Company.

A suitable resolution is being put up foryour approval.

Ms. Mubeen Rafat and Mr. S.Thirumalai

At the last Annual General Meeting heldon 12th August, 2014, the Membersof your Company appointedMs. Mubeen Rafat and Mr. S.

Thirumalai as Independent Directorsunder the Companies Act, 2013 for aperiod of five years with effect from 12thAugust, 2014 and 1st October, 2014respectively.

All Independent Directors have givendeclarations as required under Section149(7) that they meet the criteria ofindependence as laid down underSection 149(6) of the Companies Act,2013. None of the IndependentDirectors are related to any otherdirector of the Company.

Mr. N. Sai Sankar

At the Annual General Meeting heldon 30th July, 2013, the Membersapproved the appointment of Mr. N.Sai Sankar as Managing Director witheffect from 3rd September, 2012 forthe period from 3rd September, 2012to 31st December, 2015 (both daysinclusive).

The Board of Directors at their meetingheld on 21st April, 2015 have subjectto the approval of the Members at theEighty fourth Annual General Meeting,re-appointed Mr. N. Sai Sankar asManaging Director for further periodfrom 1st January, 2016 to 27thNovember, 2017.

Mr. Sai Sankar is a CommerceGraduate from St. Xavier's College,Kolkata and is a Fellow Member of theInstitute of Chartered Accountants ofIndia, Fellow Member of the Institute ofCost Accountants of India and FellowMember of the Institute of CompanySecretaries of India. He has about 35years of experience in finance,accounting and secretarial field and

specialises in finance and taxation. Heis a member of the CSR Committee,Committee of Directors andStakeholders Relationship Committee ofthe Company and is also a director onthe board of the Tobacco Institute ofIndia. Mr. Sai Sankar does not hold anyshares in the Company and is notrelated to any other director of theCompany.

A suitable resolution is being put up foryour approval.

Key Managerial Personnel

Mr. Anish Gupta

During the year, the Board of yourCompany has appointed, the existingVice-President-Finance Mr. Anish Guptaas Chief Financial Officer, as KeyManagerial Personnel with effect from23rd April, 2014 which was approvedby the Audit Committee on such termsand conditions including remuneration.

Mr. Nitesh Bakshi

The Board of your Company has alsofixed the terms and conditions includingthe remuneration of the CompanySecretary.

In addition to the Managing Directorand Wholetime Director, the ChiefFinancial Officer, Mr. Anish Gupta andthe Company Secretary, Mr. NiteshBakshi are the Key ManagerialPersonnel as per provisions of theCompanies Act, 2013.

DIRECTORS' RESPONSIBILITYSTATEMENT

Pursuant to Section 134 of theCompanies Act, 2013 your Directorsconfirm that:



1. in the preparation of the annualaccounts, the applicableaccounting standards have beenfollowed along with properexplanation relating to materialdepartures, if any;

2. appropriate accounting policieshave been selected and appliedconsistently. Judgement andestimates which are reasonableand prudent have been made soas to give a true and fair view ofthe state of affairs of yourCompany as at the end of thefinancial year and of the profit ofyour Company for the period;

3. proper and sufficient care has beentaken for the maintenance ofadequate accounting records inaccordance with the provisions ofthe Companies Act, 2013 forsafeguarding the assets of yourCompany and for preventing anddetecting fraud and otherirregularities;

4. the annual accounts have beenprepared on a going concernbasis;

5. proper internal financial controlshave been laid down to befollowed by your Company andsuch internal financial controls areadequate and we

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