Vishnu Sugar Mills Ltd Management Discussions

Opportunities and threats

Decontrol of Sugar may provide opportunities to increase production and export. Threat is politically fixation of high cane price.

Segment wise performance

The segment wise performance is furnished under the Notes to accounts.

Outlook

The outlook for the Company is furnished in the Directors’ Report.

Risks and concerns

The economics of the Sugar Industry depends very much on govt. Policies and controls as Govt. resort to populist measure to keep sugar price down, impose restrictions and make industry pay higher cane price.

Internal control systems and their adequacy

The Company has installed proper internal control systems for the various functional areas. The checks and control measures are effective and adequate.

Financial performance and operational performance.

The details of financial performance and operational performance are mentioned in the Directors’ Report.

Cautionary Statement

Statements in this Report describing the Company’s objectives, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

To the Members of

M/s. Vishnu Sugar Mills Limited

CERTIFICATE

We have examined the compliance of conditions of Corporate Governance by M/s Vishnu Sugar Mills Limited (the Company) for the financial year ended on 31st March, 2013 as stipulated in Clause 49 of the Listing Agreement of the said company with the Stock Exchange.

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

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that in respect of investors grievances received during the financial year ended 31st March 2013, no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the Shareholders/Investors Grievance Committee.

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.