Riddhi Siddhi Gluco Biols Ltd

A. Company’s philosophy on code of governance:

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

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

Board Meetings

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

The Company places before the Board all the relevant and necessary information at their meetings 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, November 14, 2011, January 18, 2012 and February 14, 2012.

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

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

• The non-executive directors of the company are highly respected and accomplished professionals 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 to them along with detail agenda notes.

* Perquisites are valued inclusive of contribution to provident fund.

In respect of remuneration to Mr. Sampatraj L Chowdhary, Mr. Ganpatraj L Chowdhary and Mukesh Kumar Chowdhary for the six months period October 1, 2011 to March 31, 2012 was charged to RSCPPL, the resulting company on account of scheme of demerger and therefore remuneration 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 a managing 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 Kumar G. Zalani, Chairman of audit committee was present at last annual general meeting of the Company.

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

During the year four meetings of the Audit Committee were held on May 12, 2011, August 1, 2011, January 18, 2012 and February 14, 2012 and attendance of each member of Audit Committee at Audit Committee Meetings are as mentioned below:

Composition, name of members

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

E. Investor Grievance Committee:

Company has formed Investor Grievance Committee. The committee oversees the share transfers 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.

The company has attended to the most of the investor’s grievances / correspondence with 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 for transfer of shares. The Executive Directors are members of the said Transfer Committee Meeting. Mostly in every month there are two meetings and the shares are being transferred to the transferees within a period of one month as stipulated in the Listing Agreement with Stock Exchange.

G. General Body Meeting:

Location and time for the last three AGMs

* 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 General Meeting.

Disclosures on materially significant related party transactions:

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

Code of Conduct:

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

Certification under Clause 49 V:

The Managing Director of the Company has furnished the requisite certificate to the Board 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 on the Company by Stock Exchanges, SEBI or any other statutory authorities on any matter related to capital markets during the last three years.

I. Means of communication:

The Company normally publishes the quarterly and annual results in leading English daily such as Business Standard, Economic Times, Business Lines and Jansatta in Vernacular language.

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

Half yearly results are not sent to the shareholders.

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]

4. Book Closure Date : (Both days Inclusive) November 23, 2012 to November 30, 2012

5. Dividend Payment Date:

December 5, 2012

6. Listing on Stock Exchange(s):

Your Company’s Shares are listed on

Notes:

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

Stock Code:

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:

8. Registrars and Transfer Agents:

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

Shareholders are requested to send their share transfer related requests at the following 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 compulsorily traded in the demat segment on stock exchanges, bulk of the transfers take place in the electronic form.

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

In terms of Scheme sanctioned by Hon’ble High Court of Gujarat which became effective from October 1,2011 and as per the provisions of Section 100 or any other applicable provisions of the Companies Act, 1956, the Issued, Subscribed and Paid up Equity 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 1,663,100 Equity shares of Rs. 10/- each held by Roquette Freres. However the impact of the cancellation of share is not given in the above table as it reflects the position as on March 31,2012. The effect of cancellation of shares however has been given in the Annual Account for the year ended on March 31,2012.

11 Distribution of Shareholding as on March 31, 2012:

12. Dematerialisation of Shares and Liquidity:

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

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

14. Plant Locations:

Wind farms as

{Pursuant to the scheme of arrangement sanctioned by Hon’ble High Court of Gujarat other manufacturing units of Company pertaining to Corn Wet Milling have been transferred to 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 – 380 009.

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 Siddhi Gluco 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 contain statements that might be misleading;

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

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

(c) I accept responsibility for establishing and maintaining internal controls and have evaluated the effectiveness of the internal control systems of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls of which I am aware, and the steps taken and proposed to be taken to rectify 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 reporting during the year;

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

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

CODE OF CONDUCT

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

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 the code of conduct for the financial year ended March 31, 2012.

CERTIFICATE

The Members of Riddhi Siddhi Gluco Biols Limited

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

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

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

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

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company