VISA Steel Limited Annual Report 2010-11

Annual Report 2010 -11
(Particulars of Employees) Rules, 1975, as amended,
and the Companies (Particulars of Employees)
Amendment Rules, 2011 are set out in Annexure II to
this Report. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956 read with
Clause 32 of the Listing Agreement, the Annual Report
excluding the aforesaid information is being sent to
all the members of the Company and others entitled
thereto. Any member interested in obtaining a copy of
the statement may write to the Company.
Employees Stock Option
The Company has rescinded its Employee Stock
Option Scheme 2008 under which no Options had
been granted and implemented a new ESOP Scheme
titled Employee Stock Option Scheme 2010 (ESOP
Scheme 2010), for permanent employees including
any Director, whether whole-time or otherwise, of the
Company, its subsidiaries and the Holding Company
to be administered by the Remuneration Committee of
the Board of Directors of your Company. ESOP Scheme
2010 will provide an incentive to attract, retain and
reward the employees and enable them to participate
in future growth and financial success of the Company.
Each option confers a right upon the employee to apply
for one equity share of the Company.
During the year under report, 900,000 Stock Options
were granted to the specified employees of the
Company and its subsidiary, VISA BAO Limited under
the ESOP Scheme 2010. As on 31 March 2011, none of
the Options have been vested. The shares covered by
such Options are 900,000.
The Company has received a certificate from the
Auditors of the Company that the ESOP Scheme
2010 was implemented in accordance with the SEBI
(Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 and the resolution
passed at the Annual General Meeting held on 17
August 2010. The Certificate would be placed at the
forthcoming Annual General Meeting for inspection by
the Members.
As required by Clause 12 of SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 information with respect to active
Stock Options as on 31 March 2011 is given in a
separate statement as Annexure III forming part of this
Report.
Fixed Deposits
The Company has not accepted or renewed any fixed
deposits under Section 58A of the Companies Act, 1956.
Consolidated Financial Statements
In terms of Clause 32 of the Listing Agreement with
Stock Exchanges, Consolidated Financial Statements,
conforming to Accounting Standard 21 issued by the
Institute of Chartered Accountants of India, are attached
as a part of the Annual Report.
Corporate Governance
The Company is committed in maintaining the highest
standards of Corporate Governance and adheres to
the stipulations prescribed under Clause 49 of the
Listing Agreement with the Stock Exchanges. A Report
on Corporate Governance & Shareholder Information
together with the Auditors’ Certificate thereon is
annexed as part of the Annual Report.
The Company had also adopted a “Code of Conduct”
for its Directors and Senior Management, as required
under Clause 49 of the Listing Agreement and
all Directors and Senior Managers have affirmed
compliance with the Code for 2010-11. A certificate,
signed by the Managing Director, affirming compliance
of Directors & Senior Management, forms part of the
Report on Corporate Governance.
Acknowledgement
Your Directors record their sincere appreciation for the
assistance, support and guidance provided by banks,
financial institutions, customers, suppliers, regulatory
& government authorities, project & other business
associates and stakeholders. The Directors also
commend the continuing commitment and dedication
of the employees at all levels which has been critical for
the Company’s growth. The Directors look forward to
their continued support in future.
Your Directors value your involvement as shareholders
and look forward to your continuing support.
For and on behalf of the Board
Kolkata
Vishambhar Saran
30 May 2011 Chairman