| Dear 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.
Financial Results: Stand Alone (Rs. in lakhs)
SI.No Particulars 2013-15 2012-13
1 Gross Income 30008.08 10138.75
2 Profit Before Interest and Depreciation 1019.79 395.35
3 Finance Charges 642.72 279.44
4 Gross Profit 377.07 115.91
5 Provision for Depreciation 12.32 15.39
6 Net Profit BeforeTax 364.75 100.52
7 Provision for Tax 115.92 19.16
8 Net Profit After Tax 248.83 81.36
9 Balance of Profit brought forward 248.83 81.36
10 Balance available for appropriation 248.83 81.36
11 Proposed Dividend on Equity Shares 0 0
12 Taxon proposed Dividend 0 0
13 Transfer from General Reserve 0 0
14 Surplus carried to Balance Sheet 248.83 81.36
Financial Results : Consolidated (Rs. in lakhs)
SI.No. Particulars 2013-15 2012-13
1 Gross Income 32717.78 11401.1
2 Profit Before Interest and Depreciation 1026.1 369.87
3 Finance Charges 682.71 378.37
4 Gross Profit 343.39 -8.50
5 Provision for Depreciation 238.28 141.33
6 Net Profit BeforeTax 105.11 -149.83
7 Provision for Tax 115.92 11.68
8 Net Profit After Tax -10.81 -161.51
9 Minority Interest -70.97 1.24
10 Balance of Profit brought forward 60.16 -162.75
11 Balance available for appropriation 60.16 -162.75
12 Proposed Dividend on Equity Shares 0 0
13 Tax on proposed Dividend 0 0
14 Transfer from General Reserve 0 0
15 Surplus carried to Balance Sheet 60.16 -162.75
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
financials for the year ended 31 st March 2015.
MANAGEMENT DISCUSSION AND ANALYSIS 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 GOVERNANCE AND 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 networth 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 CompaniesAct,20l3
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 Neha Agricorp Pte Ltd
and M/s NehaAgri Service Pte Ltd, Singapore, and nine step down
subsidiaries: M/s Alliance Flowers PLC, Ethiopia, M/s Oromia Wonders
PLC, Ethiopia M/s Holetta Roses PLC, Ethiopia M/s NinitAgri PLC,
Ethiopia, NehaAgri Tanzania Ltd.Tanzani, M/s NehaAgri Ventures (U) Ltd,
Uganda, M/s NehaAgri 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 ourweb site :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 21 l(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 PARTY TRANSACTIONS
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 CompaniesAct,20l3 are given in the
notes to the Financial Statements.
REMUNERATION RATIO OF THE 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:
DEVELOPMENT AND 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.
SI. No Name Designation Remuneration
paid period
ended 2013-15
Rs. lakhs
1 Mr. G.Vinod Reddy Managing Director (KMP) 18.00
2 Mr. Venkatish CS (KMP) 9.35
3 Mr. Sridhar V Rao CFO (KMP) 0
SI. No Name Remuneration Increase in
paid remuneration
FY 2012-13 from Previous
Rs. lakhs year
Rs. lakhs
1 Mr. G.Vinod Reddy 30.00 (12)
2 Mr. Venkatish 6.60 2.75
3 Mr. Sridhar V Rao 10.00 (10)
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
Place : Hyderabad Sd/-
Date : 08.06.2015 G.Vinod Reddy
Chairman & Managing Director |