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Neelamalai Agro Industries Ltd.

BSE: 508670 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE605D01012
BSE LIVE 10:38 | 03 Aug 1355.55 64.55
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OPEN 1355.55
PREVIOUS CLOSE 1291.00
VOLUME 100
52-Week high 1521.45
52-Week low 919.00
P/E 22.78
Mkt Cap.(Rs cr) 85
Buy Price 1226.45
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1355.55
CLOSE 1291.00
VOLUME 100
52-Week high 1521.45
52-Week low 919.00
P/E 22.78
Mkt Cap.(Rs cr) 85
Buy Price 1226.45
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Neelamalai Agro Industries Ltd. (NEELAMALAIAGRO) - Director Report

Company director report

Your Directors have pleasure in presenting the Seventy Third Annual Report with theAudited Accounts for the year ended March 31 2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31 2016 issummarized below:

Amount Rs.
Particulars 2015 - 2016 2014 - 2015
Income from Operations 328450017 299204841
Other Income 47749753 52837100
Total Income 376199770 352041941
Profit before tax for the year 40048555 61300983
Less : Provision for taxation (inclusive of MAT credit utilized) 5500000 8000000
Profit after tax 34548555 53300983
Add : Adjustments relating to fixed assets (245651)
Add : Surplus brought forward from Previous year 7479532 4581055
Total Amount available for appropriation 42028087 57636387
LESS :
First Interim Dividend paid on equity shares @ 200% (Rs. 20 per equity share on face value of Rs. 10/-) 12547000 12547000
Tax on First Interim Dividend 2554193 2508662
Second Interim Dividend paid on equity shares @ 200% (Rs. 20 per equity share on face value of Rs. 10/-) 12547000
Tax on Second Interim Dividend 2554193
Transfer to General Reserve 20000000
Final Dividend on Equity Shares (Previous year Rs. 20 per equity share on the face value of Rs. 10/-) 12547000
Provision for tax on Final Dividend 2554193
Surplus carried to Balance Sheet 11825701 7479532
Total 42028087 57636387

OPERATIONS REVIEW

Total income increased from Rs 35.20 Crores in 2014-15 to Rs. 37.62 Crores in 2015-16resulting in an increase of 6.88 %. Profit after Tax was Rs. 3.45 Crores (previous year :Rs. 5.33 Crores).

Tea production during the year was 12.39 lacs Kgs with an average yield of 2330 kgs.per hectare as against 12.49 lacs Kgs with an average yield of 2405 kgs. per hectareduring last year. Apart from this there is also a production of 11.02 Lacs kgs of boughtleaf as against 11.89 Lacs Kgs during the previous year. The sale average during the yearwas at Rs. 126.59 per Kg as against the last year’s sale average of Rs. 121.07/- perKg.

DIVIDEND

During the year the Board declared two Interim Dividends of 200% each (Rs. 20 each pershare) amounting to Rs. 12547000 each excluding dividend tax. The aggregate ofdividend declared during the year was 400% (Rs. 40 per share) amounting to Rs.25094000 excluding dividend tax.

LISTING OF SECURITIES ON BSE LTD

The equity shares of the company continued to be listed on BSE Ltd.

BOARD MEETINGS

The Board of Directors consists of Mr. Ajit Thomas Chairman Mrs. Shanthi ThomasExecutive Director Mr. A.D.Bopana Mr. Raghu Bhale Rao & Mr. F.S.Mohan EddyIndependent Directors and Mr. W.D.Nelson Additional Director. Mr. G.Vijayaraghavan hasresigned from the Board of Directors on account of personal reasons w.e.f 22.07.2015. Mr.S.Rajasekar has ceased to be a Director on account of his death on 24.03.2016.

The Board of Directors met five times during this financial year. The details of theBoard meetings are given in Corporate Governance report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

AUDIT COMMITTEE MEETINGS

The Audit Committee presently consists of three Independent Directors.

The constitution of Audit committee during the year was as follows:-

Mr.A.D.Bopana (Chairman)

Mr.S.Rajasekar (expired on 24.03.2016)

Mr.G.Vijayaraghavan ( upto 22.07.2015)

Mr. Raghu Bhale Rao (w.e.f 20.10.2015)

Mr. F.S.Mohan Eddy ( w.e.f 14.03.2016)

The terms of reference stipulated by the Board to the Audit Committee cover the mattersspecified for Audit Committee under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Committee met four times during this financial year. The details of the Committeemeetings are given in Corporate Governance report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section177 (9) of the Companies Act 2013 and as per Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The said policy is available in thewebsite of the company.

NOMINATION & REMUNERATION COMMITTEE

The constitution of the Nomination & Remuneration Committee are given as follows:-

Mr. A.D.Bopana - Independent Director
Mr. G.Vijayaraghavan (upto 22.07.2015) - Independent Director
Mr.S.Rajasekar (expired on 24.03.2016) - Non - Executive Non-independent Director
Mr. Raghu Bhale Rao (w.e.f 20.10.2015) - Independent Director
Mr. F.S.Mohan Eddy ( w.e.f 14.03.2016) - Independent Director

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management KeyManagerial Personnel and their remuneration.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

The details of investments made by Company is given in the note nos. 7 & 8 to thefinancial statements.

FIXED DEPOSITS

The Company is not accepting deposits and all deposits accepted earlier have beenrepaid. As such there are no unclaimed deposits in the books of the company as on March31 2016.

DIRECTORS & KEY MANAGERIAL PERSONNEL

1. Executive Director

Mrs. Shanthi Thomas is the Executive Director of the Company.The provisions of theCompanies Act 2013 pertaining to appointment of WomanDirector under Section 149(1) havebeen complied with.

2. Independent Directors

Mr. G.Vijayaraghavan has resigned from the Board of Directors on account of personalreasons w.e.f 22.07.2015. Your Directors place on record their appreciation for thevaluable services rendered by Mr. G.Vijayaraghavan during his tenure as Director of theCompany.

Mr. Raghu Bhale Rao & Mr. F.S.Mohan Eddy have been appointed as AdditonalDirectors (Independent ) w.e.f 20.10.2015 & 28.01.2016 respectively. Notices have beenreceived from the shareholders pursuant to Section 160 of Companies Act 2013 proposingthe candidature of Mr. Raghu Bhale Rao & Mr. F.S.Mohan Eddy for Directorship alongwith the prescribed fees.

3. Directors

Mr. S.Rajasekar has ceased to be a Director on account of his death on 24.03.2016. YourDirectors place on record their appreciation for the valuable services rendered by Mr.S.Rajasekar during his tenure as Director of the Company.

Mr. W.D.Nelson has been appointed as Additional Director vide Circular Resolution datedApril 15 2016 to hold office upto the date of the ensuing Annual General Meeting of theCompany.The Company has received a notice in writing from a member alongwith the depositof requisite amount under Section 160(1) of the Act proposing the candidature of Mr.W.D.Nelson for the office of Director of the Company.

4. Director retiring by rotation

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ajit Thomas Chairman retires by rotation at the 73rdAnnual General Meeting and being eligible offer himself for re-appointment.

5. Key Managerial Personnel

Mrs. Shanthi Thomas has been appointed as the Executive Director of the Company and Mr.T.M.Harikumar has been appointed as Company Secretary & Chief Financial Officer of thecompany in accordance with the provisions of Section 203 of the Companies Act 2013.

6. Declaration from Independent Directors on Annual Basis

The Company has received necessary declaration from all the Independent Directors ofthe Company under Section 149(7) of the Companies Act 2013 that the Independent Directorsof the Company meet with the criteria of their Independence laid down in Section 149(6)ofthe Companies Act 2013.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THESUBSIDIARIES/ASSOCIATES/JOINT VENTURE

The company has no subsidiary companies.

During the year the Company has repatriated full proceeds on disinvestment of thecompany’s investment of Rs. 9020000 equivalent to US$ 200000 in M/s. MidlandNatural Pte Ltd. Singapore to India alongwith surplus. As required under Section 129(3)of the Companies Act 2013 the Company has prepared a Consolidated Financial Statement inrespect of its Associates/Joint Venture companies alongwith its own financial statements.Further details of financial performance/financial position of the associate companies asrequired under first proviso to Section 129(3) of the Companies Act 2013 read with Rule 5of Companies (Accounts) Rules 2014 are annexed in Form AOC 1 (Annexure 1).

CONSERVATION OF ENERGY

The company has taken adequate steps for conservation of energy by utilizing alternatesources and by investing on energy conservation equipments. The particulars prescribed bythe Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 relating to Conservation of Energy and Technology Absorption arefurnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review the Company’s Foreign Exchange Earnings amounted toRs. 217087298/-. The total outgo on Foreign Exchange amounted to Rs. 1955247/-.Details are set out in Notes 23 & 24 of the Accounts. The Company has continued tomaintain focus and avail of export opportunities based on economic considerations.

PARTICULARS OF EMPLOYEES

The information required under Companies Act 2013 and pursuant to Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is not applicable.

Further the information required pursuant to Section 197 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is annexed ( Annexure 3) to this report.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the appointment of M/s. Suri& Co. Chartered Accountants Chennai - 600017 (Firm’s registration No. 004283S) as the Statutory Auditors of the Company needsto be ratified by the members at every Annual General Meeting (AGM).Your directorsrecommend ratifying their appointment at the forthcoming AGM.

AUDITORS’ REPORT

There are no qualifications or adverse remarks mentioned in the Auditors’ report.The notes to accounts forming part of financial statements are self-explanatory and needsno further clarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. V. Suresh Practising Company Secretary (C.P. No. 6032) Chennai toundertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3is annexed (Annexure 4) to this report.

There is no Secretarial Audit qualification for the year under review.

COST AUDIT

The provisions of Cost Audit under Section 148 of the Companies Act 2013 are notapplicable to the Company.

INTERNAL AUDITORS

During the year under review M/s. Vasanthan Naresh & Associates CharteredAccountants Coimbatore carried out the internal audit of the company and submitted theirreports.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion & AnalysisReport and Report on Corporate Governance with Certificate on compliance with conditionsof Corporate Governance have been annexed to this report( Annexures 5 & 6).

INSURANCE

The Company continues to carry adequate insurance coverage for all assets.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business and that theprovisions of Section 188 of the Companies Act 2013 are not attracted. Details of thetransactions are provided in Form AOC – 2 which is attached as Annexure 7 tothis report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed(Annexure 8)

INDUSTRIAL RELATIONS

During the year under review your company enjoyed cordial relationship with workersand employees at all levels.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall within the ambit of the provisions of Section 135 of theCompanies Act 2013 regarding Corporate Social Responsibility and hence Annual Report onCorporate Social Responsibility (CSR) Activities is not annexed.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee comprising of Mr.AjitThomas as Chairperson and Mr.A.D.Bopana as Member of the Committee. The Board hasdesignated Mr.T.M.Hari Kumar Company Secretary & CFO of the Company as the ComplianceOfficer.

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) of the Companies Act 2013 and as per Regulation 17(9)(a) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company had laid down the procedures to inform Boardmembers about the risk assessment and mitigation procedures.

Regarding the general risk the company follows a minimal risk business strategy asgiven below:-

Particulars Risk Minimizing steps
Fixed Assets and Current Assets The company has taken adequate in- surance coverage of its fixed assets and current assets which will mini- mize the impact of another event or development
Financial Risk The company has a conservative debt policy. The debt component is very marginal
Foreign Exchange Risk Whenever there is an export the Foreign Exchange is covered at the time of confirmation of order so as to negate any fluctuation in the exchange rate
Credit risk on exports The credit is insured through Export Credit and Guarantee Corporation Limited (ECGC)

Mr. T.M.Harikumar Company Secretary & CFO has been assigned the task of informingthe Board about the various risks and its mitigation by the Company from time to time. Atpresent the company has not identified any element of risk which may threaten theexistence of the Company.

BOARD EVALUATION

The performance of Board its Committees and individual directors are evaluated bynumber of meetings held time spent in each meeting deliberating the issues statutorycompliance contribution of each director the details of decision taken and measuresadopted in implementing the decision and monitoring the continuous implementation of thedecision and feed back to the Board.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Note 1 to theFinancial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Act and that an Internal Complaints Committee has been set up for redressal ofcomplaints and that all employees (permanent contractual temporary trainees) arecovered under this policy.

During the year the company has not received any compliant under Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the accounts for the financial year ended 31st March2016 on a ‘going concern basis.

5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

6. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The company has a proper and adequate system of internal controls to ensure that allassets are safeguarded and protected against loss from unauthorised use or dispositionand those transactions are authorised recorded and reported correctly. The Company has anextensive system of internal controls which ensures optimal utilization and protection ofresources IT security accurate reporting of financial transactions and compliance withapplicable laws and regulations as also internal policies and procedures. The internalcontrol system is supplemented by extensive internal audits regular reviews bymanagement and well documented policies and guidelines to ensure reliability of financialand all other records to prepare financial statements and other data.

ACKNOWLEDGEMENT

The Directors sincerely acknowledge the contribution and support from customersshareholders Central and State Governments Bankers Securities Exchange Board of IndiaBSE Ltd Cameo Corporate Services Ltd. Central Depository Services Ltd. Registrar ofCompanies Tamil Nadu and other Government Authorities for the co-operation and assistanceprovided to the Company.

The Directors also place on record their gratitude to the employees for their continuedsupport commitment dedication and co-operation.

For and on Behalf of the Board of Directors
Ajit Thomas
Chennai Chairman
30.05.2016 DIN : 00018691