DIRECTORS' REPORT TO THE MEMBERS, The Directors have pleasure in presenting before you the Twenty First Annual Report of the Company together with the Audited Statements of Accounts for the year period ended 31 st March, 2015. OPERATIONS The standalone revenues increased to Rs. 30008.08 lakhs for the period ended 31.03.2015. The Company achieved a standalone operational profit of Rs. 248.83 Lakhs. The Directors do not recommend any dividend for the period ended 31 st March 2015, keeping in mind the fund requirements. The company recorded revenue of Rs. 32717.78 lakhs in consolidated financial for the year ended 31 st March 2015. MANAGEMENT DISCUSSION ANDANALYSIS REPORT As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCEAND SHAREHOLDERS INFORMATION Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Mathesh & Ramana, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed. DEMATERIALISATION OF SHARES 99.20% of the company's paid up Equity Share Capital is in dematerialized form as on 31 st March, 2015 and balance 0.80% is in physical form. The Company's Registrars are M/s XL Softech Systems Ltd., having their registered office at 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034. Number of Board Meetings held This is included in Corporate Governance Report. DIRECTORS Confirmation of Appointment Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mrs. Radhika Kandagatla (DIN :07163128) is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director. Appointment of Independent Directors M. Anil Nair will retire by rotation at the ensuing Annual General Meeting and not opted for reappointment. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act,2013 and Clause 49 of the Listing Agreement. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act,2013, Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the period and of the profit of the company for the same period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls in the company that are adequate and were operating effectively. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. AUDIT OBSERVATIONS The Management has taken reasonable steps for the maintenance of Fixed Assets Register, providing for bad debts, verification of Stock account balances, etc. The management is taking various steps to improve the net worth and is confident of achieving it in the coming years. AUDITORS: i) Statutory Auditors The Auditors, M/s Mathesh & Ramana, Chartered Accountants opted for reappointment .Your Directors recommend their appointment. ii) Secretarial Audit: According to the provision of section 204 of the CompaniesAct,2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report at Annexure-A. FIXED DEPOSITS The Company has not invited / accepted deposits from the public within the meaning of Section 73 of the Companies Act, 2013 CASH FLOW STATEMENT As required under clause 32 of the Listing Agreement with the Stock Exchanges, a Cash Flow Statement is attached to the Balance Sheet along with Auditor's Certificate. PERSONNEL Employee relations continue to be cordial. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Information required under section I34(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,20l4. The Company is not into manufacturing activity. Hence Not Applicable to the Company CORPORATE SOCIAL RESPONSIBILITY (CSR) The company has not crossed the thresh hold limit to implement CSR. Hence not Applicable to the Company during the year under report. VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.. SUBSIDIARY COMPANIES The Company has four subsidiary Companies M/s Globe Agro Holdings, Mauritius, M/s Dream Flowers PLC, Ethiopia, M/s NehaAgricorp Pte Ltd and M/s Neha Agri Service Pte Ltd, Singapore, and nine step down subsidiaries: M/s Alliance Flowers PLC, Ethiopia, M/s OromiaWonders PLC, Ethiopia M/s Holetta Roses PLC, Ethiopia M/s NinitAgri PLC, Ethiopia, Neha Agri Tanzania Ltd. Tanzani, M/s NehaAgri Ventures (U) Ltd, Uganda, M/s Neha Agri Zambia, M/s NehaAgri Senegal, SUARL, M/s NehaAgri Services, FZE.(UAE) The Ministry of Corporate Affairs, Government of India vide its circular No 2/2011 dated February 8,2011 has granted a general exemption to companies from complying with Section 212, subject to fulfillment of conditions mentioned therein. Accordingly, the Annual Report does not contain the financial statements of our subsidiaries. The gist of financial performance of the subsidiary companies is contained in the report The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request by any member of the company or to any investor of its subsidiary companies who may be interested in obtaining the same. These documents will also be available for inspection during business hours at our registered office, the same will also be published on our website :www.nehainternational.com CONSOLIDATED FINANCIAL STATEMENTS In terms of Clause 32 of the Listing Agreement with the Stock Exchange and as prescribed by Accounting Standard 21 notified by the Government of India under section 211 (3C) of the Companies Act, 2013, the Audited consolidated financial statements for the period ended 31 st March, 2015 are annexed and forms part of the annual Report. RELATED PARTYTRANSACTIONS Related party transactions that were entered during the financial year were in the ordinary course of business. There were no materially significant related party transactions, which could have had a potential conflict with the interests of the Company. Particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-B. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C. PARTICULARS OF LOANS.GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. REMUNERATION RATIO OFTHE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder: DEVELOPMENTAND IMPLEMENTATION OF A RISK MANAGEMENT POLICY The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis. ACKNOWLEDGMENT Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels. For and on behalf of the Board of Directors Sd/- G.Vinod Reddy Chairman & Managing Director Date : 08.06.2015 Place : Hyderabad |