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Coromandel Agro Products and Oils Ltd.

BSE: 507543 Sector: Industrials
NSE: N.A. ISIN Code: INE495D01018
BSE 05:30 | 01 Jan Coromandel Agro Products and Oils Ltd
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Coromandel Agro Products and Oils Ltd. (COROMANDELAGRO) - Director Report

Company director report

DIRECTORS’ REPORT

FOR THE YEAR ENDED MARCH 31 2018

Dear Shareholders

Your Directors have pleasure in presenting the 42nd Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2018.

FINANCIAL PERFORMANCE

Summary of Financial performance of the Company for the Financial Year 2017-18 isdepicted below:

STANDALONE (R.s)
IND AS
Statement Of Profit & Loss Account 2015-16 2016-17 2017-18
Sales (including excise duty) 1411779157 1024269807 681649856
Other Income 8523274 2823422 1634644
Interest 18452221 16560170 17243239
Profit Before Taxation 7996435 259477 -67060175
Profit After Taxation 5587328 -127100 -57676595
Earnings Per Share of Rs.10/- 7.07 -0.16 -73.01
Dividend Per Share of Rs.10/- 1.25 NIL NIL

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK:

The Company passed through a critical phase during the year under review in view ofrecession in the country due to implementation of de-monetization in Nov. 2016 and GST inJuly 2017 which caused to prevail on all products of the Company like CottonseedDe-oiled cakes hulls and oils prices at abnormally low level and no parity betweencottonseed prices and its products from Nov. 2016 till the end of April 2018. Besidesthe recession in domestic market Chinese market also suffered recession during thereviewing period which resulted steep fall in cotton linter prices in InternationalMarket.

Further the cotton crop in Andhra Pradesh and Telangana states got affected by pinkboll worms which resulted the heavy damage of cotton crop in both states and in turn theprocessing volumes of the company are also fallen from 38580 to 30564 MT of cotton seedduring the year under review. Due to carried over accumulated stocks the interest cost ishigher when it is compared to that of previous year.

Wind power projects in Gujarat and Tamilnadu states did not generate power as per theestimates because of bad weather conditions in the country during the year under review.

Government of India is also very much keen to enhance the MSP for all agriculturalproducts to encourage support and improve the farmers income cotton crop will definitelybe sown more in the season to come in India. As the weather forecast given by the expertsis very positive in cotton growing areas which may yield better volumes and improve theavailability of cottonseed your Directors are optimistic in utilizing the full productioncapacities to ensure better working results in the ensuing years.

EXPORT AND FOREIGN EXCHANGE EARNINGS:

Your Directors wish to inform that the Company has exported 606.540 M.T. ofCotton Linters worth Rs. 237.33 lakhs during the year under review as against2492.390 M.T. worth Rs. 1032.90 lakhs in the previous year. The company alsoexported 119.730 M.T of Cottonseed Hulls worth Rs. 10.11 lakhs during theyear under review

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure - I andforms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under regulation 34 of theSEBI (LODR) Regulations 2015 forms part of the Annual Report as ANNEXURE NO:V

CHANGE IN THE COMPOSITION OF THE BOARD:

i. DIRECTORS LIABLE TO RETIRE BY ROTATION IN ENSUING ANNUAL

GENERAL MEETING

Mr. Maddi Lakshmaiah (DIN- 00013387) and Mr. Maddi Venkateswara Rao (DIN- 00013393)retire by rotation under Article 122 of the Articles of Association of the Company andbeing eligible offer themselves for reappointment as Directors. The Board recommendstheir reappointment.

ii. DIRECTORS RE-APPOINTMENTS IN 41st AGM:

Mr. Maddi Lakshmaiah (DIN- 00013387) and Mr. Maddi Venkateswara Rao (DIN- 00013393)retire by rotation under Article 122 of the Articles of Association of the Company andbeing eligible offer themselves for reappointment as Directors. The shareholders approvedtheir re-appointment as directors of the company at 41st Annual General Meetingof the company held on 11.08.2017.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board is required to carryout annual evaluation of its own performance and that of its committees and individualDirectors. The Nomination and Remuneration Committee of the Board is also required tocarry out evaluation of every Director’s performance. Accordingly your Company hascarried out the performance evaluation during the year under review.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

In terms with Section 149 (7) of the Companies Act 2013 All the Independent Directorsof the Company have declared that they meet the criteria of Independence in terms ofSection 149(6) of the Companies Act 2013 and that there is no change in status ofIndependence.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2017-18 Four (4) Meetings of the Board of Directors of theCompany were held viz 29th May 2017 11th August 2017 13thNovember 2017 and 12th February 2018 with a gap not exceeding a period of120 days as prescribed under the Act.

Board Meetings

S.No Date of meeting Total Number of directors as on the date of meeting Number of directors attended
1. 29.05.2017 06 4
2. 11.08.2017 06 6
3. 13.11.2017 06 5
4. 12.02.2018 06 4

A. Attendance of Directors

S.No Name of the Director No of Meetings which were entitled to attend No. of Meetings Attended
1. Sri Maddi Lakshmaiah 04 4
2. Sri Maddi Ramesh 04 4
3. Sri Vadlamani Venkata Subramanya Ravi 04 1
4. Sri Maddi Venkateswara Rao 04 3
5. Smt Rallabandi Lakshmi Sarada 04 4
6. Sri Lakkaraju Shyam Prasad 04 3

GENERAL MEETINGS:

During the Financial Year 2017-18 41st Annual General Meeting of theCompany was held on Friday 11th August 2017. Except the 41st AnnualGeneral Meeting no other meetings of the members were held in financial year 2017-18.

Attendance
Type of Meeting Date of Meeting Total No. of members entitled to attend No. of members attended % of total shareholding
Annual General Meeting 11.08.2017 307 12 57.90

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review one meeting of Independent Directors was held on10.02.2018 in compliance with the requirements of Schedule IV of the Companies Act 2013.All independent directors were attended to their meeting held on 10.02.2018. TheIndependent Directors at the meeting inter alia reviewed the Performance ofNon-Independent Directors and Board as a whole. Performance of the Chairperson of theCompany taking into account the views of Executive Director and Non-Executive Directors.Assessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

DIRECTORS RESPONSIBILITY STATEMENT:

In conformity with the provisions under Section 134 (3) (c) which is introduced by theCompanies Act 2013 your directors confirm that:-

a) in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected sound accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE:

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Terms of Reference of this committee cover the matters specified for AuditCommittee under Section 177 of the Companies Act 2013 and as follows:

a. Oversight of the Company’s financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible.

b. Recommending the appointment and removal of external auditor fixation of audit feeand approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to theBoard focussing primarily on:

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditors’ Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

- Any related party transactions i.e. transactions of the company of material naturewith promoters or the management their subsidiaries or relatives etc. that may havepotential conflict with the interests of the Company at large.

d. Reviewing with the management external and internal auditors and the adequacy ofinternal control systems.

e. Reviewing the adequacy of internal audit function including the structure of theinternal audit department staffing and seniority of the official heading the departmentreporting structure coverage and frequency of internal audit.

f. Discussion with internal auditors of any significant findings and follow up thereon.

g. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

h. Discussion with external auditors before the audit commences the nature and scopeof audit as well as have post audit discussion to ascertain any area of concern.

i. Reviewing the Company’s financial and risk management policies.

j. Other matters as assigned/specified by the Board from time to time.

k. The scope of the Audit Committee also includes matters which are set out in SEBI(LODR) Regulations 2015 and the rules made there under as amended from time to time.

(b) COMPOSITION MEETINGS AND ATTENDANCE DURING THE YEAR:

As on 31st March 2018 The Audit Committee comprises of Three Independentcum Non-Executive Directors. The committee comprises as follows:

Directors Chairman/ Member Category
Mr. Vadlamani Venkata Subramanya Ravi Chairman I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada Member I & N.E.D
Mr. Lakkaraju Shyama Prasad Member I & N.E.D

During the year the Audit Committee was constituted under Section 177 of the CompaniesAct 2013 and its meetings were held four times during the year ended March 31 2018.

Audit Committee Meetings

S.No Date of meeting Total Number of directors as on the date of meeting Number of directors attended
1. 27.05.2017 03 2
2. 10.08.2017 03 2
3. 11.11.2017 03 2
4. 10.02.2018 03 2

Attendance of Audit Committee Members

S.No Name of the Director No of Meetings which were entitled to attend No. of Meetings Attended
1. Mr. Vadlamani Venkata Subramanya Ravi 04 2
2. Mrs. Rallabhandi Lakshmi Sarada 04 4
3. Mr. Lakkaraju Shyama Prasad 04 2

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2018 the Board consists of six members three of whom areindependent directors. The Board periodically evaluates the need for change in itscomposition and size.

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of section 178 of the Companies Act2013 adopted by the Board is recommended by the Nomination and Remuneration Committee. Weaffirm that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.

NOMINATION AND REMUNERATION COMMITTEE:

(a) TERMS OF REFERENCE :

The Company had constituted the Nomination and Remuneration Committee under Section 178of the Companies Act 2013. The scope of the Committee also includes matters which are setout in SEBI (LODR) Regulations 2015 and the rules made there under as amended from timeto time. The broad terms of reference are to determine and recommend to BoardCompensation payable to Executive Directors appraisal of the performance of the ManagingDirectors/Whole-time Directors and to determine and advise the Board for the payment ofannual commission/compensation to the Non-Executive Director and to recommend to the Boardappointment/reappointment and removal of Directors. To frame criteria for determiningqualifications positive attributes and Independence of Directors and to create anevaluation framework for Independent Directors and the Board.

(b) COMPOSITION MEETINGS AND ATTENDANCE DURING THE YEAR :

The Nomination and Remuneration Committee comprises of total three Non-ExecutiveDirectors cum Independent Directors and it meets twice in a year.

The committee comprises as follows:
Directors Chairman/ Member Category
Mr. Vadlamani Venkata Subramanya Ravi Chairman I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada Member I & N.E.D
Mr. Lakkaraju Shyama Prasad Member I & N.E.D

The Committee held two meetings during the year ended March 31 2018.

Nomination and Remuneration Committee meetings

S.No Date of meeting Total Number of directors as on the date of meeting Number of directors attended
1. 10.08.2017 03 2
2. 10.02.2018 03 2

Attendance of Nomination and Remuneration Committee meetings

S.No Name of the Director No of Meetings which were entitled to attend No. of Meetings Attended
1. Mr. Vadlamani Venkata Subramanya Ravi 02 1
2. Mrs. Rallabhandi Lakshmi Sarada 02 2
3. Mr. Lakkaraju Shyama Prasad 02 1

(c) SELECTION AND EVALUATION OF DIRECTORS:

The Board has based on recommendations of the Nomination and Remuneration Committeelaid down following policies:

1. Policy for Determining Qualifications Positive Attributes and Independence of aDirector 2. Policy for Board & Independent Directors’ Evaluation

(d) PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Based on the criteria laid down in the Policy for evaluation of Board and IndependentDirectors the Board carried out the annual performance evaluation of Board Committees andthe Independent Directors whereas at a separate meeting Independent Directors evaluatedthe performance of Executive Directors Board as a whole and of the Chairman. Nominationand Remuneration Committee also evaluated individual directors’ performance.

i) As per the said Policy evaluation criteria for evaluation Board inter alia covers:Composition in light of business complexities and statutory requirements; establishment ofvision mission objectives and values for the Company; laying down strategic road map forthe Company & annual plans; growth attained by the Company; providing leadership anddirections to the Company and employees; effectiveness in ensuring statutory compliancesand discharging its duties / responsibilities towards all stakeholders; Identificationmonitoring & mitigation of significant corporate risks; composition of variouscommittees laying down terms of reference and reviewing committee’s working etc.

ii) Performance evaluation criteria for Executive Directors inter alia include: levelof skill knowledge and core competence; performance and achievement vis--vis budget andoperating plans; effectiveness towards ensuring statutory compliances; dischargingduties/responsibilities towards all stakeholders; reviewing/monitoring Executivemanagement performance adherence to ethical standards of integrity & probity;employment of strategic perception and business acumen in critical matters etc. iii)Performance of Independent Directors is evaluated based on: objectivity &constructivity while exercising duties; providing independent judgment on strategyperformance risk management and Board’s deliberations; devotion of sufficient timefor informed decision making; exercising duties in bona fide manner; safeguardinginterests of all stakeholders particularly minority shareholders; upholding ethicalstandards of integrity & probity; updating knowledge of the Company & its externalenvironment etc.

iv) Committees of the Board are evaluated for their performance based on: effectivenessin discharging duties and functions conferred; setting up and implementation of variouspolicies procedures and plans effective use of Committee’s powers as per terms ofreference periodicity of meetings attendance and participation of committee members;providing strategic guidance to the Board on various matters coming under committee’spurview etc.

(e) REMUNERATION POLICY FOR DIRECTORS:

The Committee has formulated Policy for Remuneration of Directors Key ManagementPersonnel and other employees. As per the Policy remuneration to Non-executiveIndependent Directors include: a. Sitting Fees for attending meetings of the Board as wellas Committees of the Board as decided by the Board within the limits prescribed under theCompanies Act. b. Travelling and other expenses they incur for attending to theCompany’s affairs including attending Committee and Board Meetings of the Company.

? REMUNERATION TO EXECUTIVE DIRECTORS:

The appointment and remuneration of Executive Directors including Managing DirectorJoint Managing Director and Whole Time Director is governed by the recommendation of theRemuneration and Nomination Committee resolutions passed by the Board of Directors andShareholders of the Company. The remuneration package of Managing Director comprises ofsalary perquisites allowances and other retirement benefits as approved by theshareholders at the General Meetings of the Company.

? REMUNERATION TO NON-EXECUTIVE DIRECTORS:

The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee ofDirectors attended by them.

REPORT ON CORPORATE GOVERNANCE:

Your Directors are pleased to inform that as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Corporate Governance Report withauditors’ certificate thereon shall not be mandatory for the Company.

VIGIL MECHANISM:

The Company has set up vigil mechanism to enable the employees and Directors to reportgenuine concerns and irregularities if any in the Company noticed by them. The WhistleBlower Policy/ vigil mechanism has been posted on the Website of the Company (www.capol.in)

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

There were no Loans Guarantees Investments and securities given/made/provided by theCompany during the Year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were on anarm’s length basis and were in the ordinary course of business. There are no relatedparty transactions made by the Company which may have a potential conflict with theinterest of the Company at large and thus disclosure in Form AOC-2 is not required and theDetails of Transactions with the related parties were mentioned in the Notes forming partof the Accounts.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided not to carry any amount to its reserves.

DIVIDEND

The management do not recommend any dividend for the year ending March 31st2018 in view of the losses made by the Company.

CHANGES IN SHARE CAPITAL

During the current year there has been no change occured in the capital Structure ofthe company.

AUDITORS

A. STATUTORY AUDITORS :

M/s. NATARAJA IYER & CO. Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 11th August2017 for a term of five consecutive years. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by Members atevery Annual General Meeting.

In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting. The Report given by the Auditorson the financial statement of the Company is part of this Report.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

Reporting of frauds by auditors

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board’s report.

B. SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has engaged services of M/s. K. Srinivasa Rao & Co Company Secretaries inPractice Guntur to conduct the Secretarial Audit of the Company for the financial yearended March 31 2018. The detailed reports on the Secretarial Standards and SecretarialAudit in Form MR- 3 are appended as an Annexure III to this Report. There were noqualifications reservations or adverse remarks given by Secretarial Auditors of theCompany except non-compliance of section 203 of the Companies Act 2013 and regulation 6of SEBI (LODR) Regulations 2015 in respect to appointment the Company Secretary as KeyManagerial Person Compliance officer and non compliance of regulation 31(2) of SEBI(LODR) Regulations 2015 in respect to maintenance of hundred percent of shareholding ofpromoter(s) and promoter group in dematerialized. The board clarification onqualifications of Secretarial Auditor is given below

The Board has made utmost effort for appointment of the Company Secretary as KMP butunable to appoint a Company Secretary due to lack of suitability of the Candidate to theprofile of the Company in terms of work location job profile and remuneration we hopethat the position is to be filled in the near feature. As on the 31.03.2018 all of thepromoters are converted their physical shares into demat form and hundred percent ofshareholding of promoter(s) and promoter group is maintained in dematerialized form only.

C. COST AUDITORS:

The Board of Directors of your Company on the recommendations made by the AuditCommittee at its meeting held on 28th May 2018 has approved the appointment ofM/s. Jithendra Kumar & Co Cost Accountants (Firm Registration No. 103347) Vijayawadaas the Cost Auditor of your Company to conduct the audit of cost records for the financialyear 2018-19. The remuneration proposed to be paid to the Cost Auditor subject to yourratification at the ensuing Annual General Meeting would not exceed Rs. 20000/- (Rupeestwenty thousand only) excluding taxes and out of pocket expenses if any.

Your Company has received consent from M/s. Jithendra Kumar & Co Cost Accountantsto act as the Cost Auditor for conducting audit of the cost records for the financial year2018-19 along with a certificate confirming their independence and arm’s lengthrelationship.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THEREPORT

There are no material changes and commitments which could affect the Company’sfinancial position which have occurred between March 31 2018 and the date of this Report.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required to be given pursuant to Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 for the year endedMarch 31 2018 is given herein and forms part of the Board’s Report (Annexure –II)

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 forms part of this Report in Annexure -IV. There were no employees in the Company asper Rule 5(2) of Chapter XIII the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Members who are interested in obtaining these particulars may alsowrite to the Managing Director at the Registered Office of the Company. The aforesaidAnnexure is also available for inspection by Members at the Registered Office of theCompany 21 days before the 42nd Annual General Meeting and up to the date of the AnnualGeneral Meeting during the business hours on working days.

HUMAN RESOURCES:

Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. Various employee benefits recreationaland team building programs are conducted to enhance employee skills motivation as also tofoster team spirit. Company also conducts in-house training programs to develop leadershipas well as technical/functional capabilities in order to meet future talent requirements.Industrial relations were cordial throughout the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to the Company.

RISK MANAGEMENT:

During the year According to the Section 134 (3) (n) of the Act the company had laiddown a policy for management of risk. The risk management framework defines the riskmanagement approach of the Company and also includes the periodical review of such risks.The board periodically discusses the significant business risks identified by themanagement and the mitigation measures to address such risks.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Internal Control System of the Company has been designed to provide for:

• Accurate recording of transactions with internal checks and prompt reporting.

• Adherence to applicable Accounting Standards and Policies.

• Compliance with applicable statutes policies and management policies andprocedures.

• Effective use of resources and safeguarding of assets.

The Company has appointed Mr. P.L. Ranganadh and Mr.J.V.Kiran Kumar as InternalAuditors of the Company. The Audit Committee in consultation with the Internal Auditorsformulates the Scope functioning periodicity and methodology for conducting the internalaudit. The internal auditors carryout audit covering inter alia monitoring andevaluating the efficacy and adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations andsubmit their periodical internal audit reports to the Audit Committee. The internalauditors have expressed that the internal control system in the Company is effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 (‘Act’) and Rules made there under yourCompany has constituted Internal formulate Complaints Committees (ICC). During the yearYour Company has not received any complaints on Sexual Harassment under the Act.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

REGISTRAR’S AND SHARE TRANSFER AGENTS:

Registrar and Share Transfer Agents of the Company are M/s Big share Services PrivateLimited 306 3rd Floor Right Wing Amrutha Ville Opp. Yashodha Hospital Raj BhavanRoad Somajiguda Hyderabad – 500 082.

SECRETARIAL STANDARDS:

During the year under review the Company has complied with Secretarial Standards onmeetings of the Board of Directors and on General Meetings issued by the Institute ofCompany Secretaries of India in terms of Section 118(10) of the CompaniesAct 2013.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

Pursuant to the provisions of section 124 of the Companies Act 2013 the declareddividends which remained un paid or unclaimed for a period of seven years have beentransferred by the company to the Investor Education and Protection Fund (IEPF)established by the Central Government.

The following are the details of dividends paid by the Company and respective due datesfor transfer of unclaimed dividend to IEPF.

Dividend Year Date of Declaration of Dividend Due date for transfer to IEPF
2010-11 06-08-2011 07-09-2018
2012-13 05-08-2013 06-09-2020
2013-14 11-08-2014 12-09-2021
2015-16 10-08-2016 11-09-2023

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors wish to express their greatful appreciation for the continuedco-operation received from Canara Bank Financial Institutions Stock ExchangesGovernment Authorities Customers Vendors and Stakeholders during the year under review.Your Directors also wish to place on record their deep sense of appreciation for thecommitted service of the Executives staff and Workers of the Company.

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain an industry leader. The Board places onrecord its appreciation for the support and co-operation your Company has been receivingfrom its suppliers distributors retailers business partners and others associated withit as its trading partners. Your Company looks upon them as partners in its progress andhas shared with them the rewards of growth. It will be your Company’s endeavour tobuild and nurture strong links with the trade based on mutuality of benefits respect forand co-operation with each other consistent with consumer interests.

By Order of the Board of Directors
Sd/-
(Maddi Lakshmaiah)
Place : CHILAKALURIPET Chairman
Date : May 28 2018. (DIN:00013387)