Mar 31, 2015
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
Jun 30, 2013
Dear Stakeholders,
The Directors take great pleasure in presenting the twentieth Annual
Report to the Members together with the audited financial statements
for the period ended 30th June,2013.
Financial Results: Consolidated (Rs.inlakhs)
Particulars 2012-13 2011-12
1 Net Sales&Income 11401.10 7846.10
2 Increase/(Decrease)instock (16.99) 34.16
3 Total Expenditure 11014.25 6723.29
4 Interest 378.36 346.04
5 Profit before depreciation &
Exceptional Items (8.50) 810.92
6 Depreciation 141.33 159.16
7 Less:Minority interest 1.24 (28.77)
8 Less:Provision for tax (Net) 11.68 46.95
9 Profit/Loss carried to Balance Sheet (162.75) 633.59
Financial Results:Standalone (Rs. inlakhs)
Particulars 2012-13 2011-12
1 Net Sales&Income 10138.75 5146.25
2 Increase/(Decrease)instock (16.99) 34.16
3 Total Expenditure 9726.41 4874.04
4 Interest 279.44 187.69
5 Profit before depreciation &
Exceptional Items 115.91 118.68
6 Depreciation 15.39 14.58
7 Less:Provision for tax (Net) 19.15 18.29
8 Profit/Loss carried to Balance Sheet 81.37 85.81
OPERATIONS
The Standalone revenues increased to Rs. 10138.75- lakhs for the year
ended 30.06.2013.The Company achieved a standalone operational profit
of Rs. 81.37 lakhs.The Directors did not recommend any dividend for the
period ended 30th June, 2013 keepingin mind the fund requirements for
the working Capital requirementsofthe Company.
The Company recorded revenueof Rs.11401.10 lakhsinconsolidated financials
for the year ended 30th June,2013.
FINANCIALYEAR
Your company closed its accounts ason30th June,2013 for aperiodoftwelve
months.
LISTING
The securities of your company are listed at Bombay and Madras Stock
Exchanges and also trades in National Stock Exchange Ltd.Listing fee/
issuer fee has been paid for both the exchanges and depositories up to
31st March,2014.
DIRECTORS
In terms of the provisions of section 255 and 256 of the Companies Act,
1956, Shri P.Sarath Kumar retires at the ensuing Annual General Meeting
and being eligible offers himself for re-appointment.
AUDITCOMMITTEE
The Audit Committee of the Board consists of the three Non whole time
Directors,Viz., Dr.G.Pramod, Non- executive Director, Shri Anil G.
Nair, Independent Director and Shri P.Sarath Kumar Independent
Director. Shri G.Anil Nair is the Chairmanof theAudit Committee.
AUDITORS
Statutory Auditors of the Company M/s Mathesh & Ramana, Chartered
Accountants are retiring at the conclusion of this Annual General
Meeting.The Company has received a certificate from the Auditors to the
effect that their appointment, if made wouldbe within the limits
prescribed under section 224(1B) of the CompaniesAct,1956.Yours
Directors recommend their re-appointment.
SUBSIDIARYCOMPANIES
The Company has four subsidiary Companies M/s Globeagre Holdings,
Mauritius, M/s Dream Flowers PLC, Ethiopia, M/s NehaAgricorp Pte Ltd
and M/s NehaAgri Service Pte Ltd,Singapore,and nine step down
subsidiaries:M/sAlliance Flowers PLC,Ethiopia,M/s OromiaWonders
PLC,Ethiopia M/s Holetta Roses PLC,Ethiopia M/s NinitAgri
PLC,Ethiopia,NehaAgri Tanzania Ltd,Tanzani, M/s Neha AgriVentures (U)
Ltd, Uganda, M/s Neha Agri Zambia, M/s Neha Agri Senegal, SUARL, M/s
NehaAgri Services,FZE,(UAE)
As per Section 212 of the CompaniesAct,1956,we are required to attach
the Director''s Report,Balance Sheet,and Profit and Loss account of our
subsidiaries.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 2012-13 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
publishedonour website.www.nehainternational.com
A statement pursuant to section 212 of the CompaniesAct,1956,containing
details of subsidiary companies is annexed.
CONSOLIDATEDFINANCIALSTATEMENTS
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 CompaniesAct, 1956, the Audited
consolidated financial statements for the period ended 30th June,2013
are annexed and forms partof the annual Report.
DIRECTORSRESPONSIBILITYSTATEMENT
Pursuant to the requirement under section 217(2AA) of the
CompaniesAct,1956,the applicable accounting standards have statement,it
is hereby confirmed.
a. That the preparation of the accounts for the year ended 30th
June,2013,the applicable accounting standards have been followed and
there werenomaterial departures.
b. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which 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 financial year and of the
profit or loss of the Company for the year under review.
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d. That the Directors have prepared the accounts for the financial
year ended 30th June, 2013 on a going concern basis.
MANAGEMENT''S RESPONSE ONAUDITORS COMMENT ON FOREIGN SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS:
The Management has taken reasonable steps for the maintenance of Fixed
Assets Register, providing for bad debts, reconciliation of difference
in Cash Balances,verification of Stock account balances,etc.
During the year operational expenses in trial period was charged to
Profit & LossAccount in NehaAgri Senegal Suarl. Due to this there was
aloss during the year which reflected as erosionof networth bymore than
50%.The management has taken various steps to improve the networth and
is confident of improving in the coming financial year.
CORPORATEGOVERNANCE
Pursuant to Clause 49 of the ListingAgreement on Corporate
Governance:(a) Management Discussion andAnalysis Report (b)The Report
on the Corporate Governance and (c) Certificate from theAuditors of the
Company regarding compliance of mandatory requirementsof the Corporate
Governance are attachedtoand form partofthis Report.
FIXEDDEPOSITS
The Company has not invited / accepted deposits from the public within
the meaning of Section 58A of the CompaniesAct, 1956.
CASHFLOWSTATEMENT
As required under clause 32 of the ListingAgreement with the Stock
Exchanges,a Cash Flow Statement is attached to the Balance Sheet along
withAuditor''s Certificate.
PERSONNEL
Employee relations continue to be cordial information on particulars of
Employees Remuneration required as per Section 217(2A) read with
Companies (Particularsof Employees) Rules 1975isNIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSANDOUTGO
The Companies (Disclosure of Particulars in the Report of Directors)
Rules, 1988,requiring disclosures of particulars with respect to
conservation of energy,technology absorption and foreign exchange are
given inAnnexure I,which forms part of this report.
ACKNOWLEDGEMENTS
Your Directors wish to thanks the Central and State Governments, Banks,
Suppliers, Customers and Employees for their supportand assistancetothe
Company.The Company whishesto thank the shareholders for their
continued support.
For and onbehalf ofthe Board
Place :Hyderabad For NEHAINTER NATIONAL LIMITED
Date:05-12-2013 Sd/-
G.Vinod Reddy
Chairman & Managing Director
Jun 30, 2011
Dear Members,
The Directors take great pleasure in presenting their report on the
business and operations of the company along with the Eighteenth Annual
Report to the Members with the audited financial statements for the
period ended 30th June,2011.
Financial Results: Standalone (Rs. inlakhs)
Particulars 2010-11 2009-10
1 Net Sales & Income 4426.93 2407.13
2 Increase/(Decrease)in stock - 6.99
3 Total Expenditure 4193.62 2197.26
4 Interest 117.76 22.89
5 Profit before depreciation & Exceptional
Items 115.55 179.99
6 Depreciation 4.71 38.48
7 Less: Write off/prior period items - -
8 Add: Extra Ordinary Income: - -
9 Less: Provision for tax (Net) 7.51 4.31
10 Profit/Loss carried to Balance Sheet 103.33 137.20
RESULTS OF OPERATIONS
The standalone revenues increased to Rs. 4426.93 Lakhs for the year
ended 30.06.2011.The Company achieved a standalone operational profit
of Rs. 103.33 Lakhs. The Directors did not recommend any dividend for
the period ended 30th June 2011, keeping in mind the fund requirements
for the expansions under taken by the company.
The company recorded revenue of Rs. 8817.95 lakhs in consolidated
financials for the year ended 30th June 2011,compared to Rs. 5604.25
lakhs in the previous period ended 30.06.2010
FINANCIAL YEAR
Your company closed its accounts as on 30th June 2011 for a period of
twelve months.
LISTING
The securities of your company are listed at Bombay, Madras and GDRs
are listed at Luxembourg Stock Exchange. The securities are also traded
in National Stock Exchange through the trading platform provided by
Madras stock Exchange Ltd. Listing Fees has been paid for the
exchanges and depositories up to 31.03.2012.
CHANGE IN CAPITAL STRUCTURE
ISSUE OF GLOBAL DEPOSITARY RECEIPTS (GDRs)
During the year under review, your Company successfully completed the
issue of 66,65,000 GDRs (Including the Green shoe option of 26,65,000
GDRs) underlying the equity shares of the Company with face value of
Rs. 10/- each. The issue price of GDR was US$ 3.00 (Rs.136.344).The
GDRs were listed on Luxembourg Stock Exchange on May 5,2011 and traded
on EURO MTF segment of the Luxembourg Stock Exchange. The Bank of New
York Mellon, New York is the Depositary and DBS Bank Ltd (Mumbai) is
the Custodian of all the equity shares underlying the GDRs issued by
the Company.
Each GDR represents one underlying equity share of the Company. GDR is
not time bound instrument and can be surrendered at any time and
converted into underlying equity shares of the Company. The shares so
released in favor of the investor upon surrender of the GDRs can either
be held by the investors concerned in their name or sold off in the
Indian secondary market for cash.
PREFERENTIAL ALLOTMENT
During the year under review, your company has allotted 33.70 lakh
shares to promoters and others by conversion of 33.70 lakh Convertible
warrants.
By virtue of the above two allotments the company could raise aboutRs.
10436.85 lakh and the same was put to use towards the purposes as
mentioned in the respective explanatory statement to the notices to the
shareholders. Company has also allotted 1.85 lakh shares to permanent
employees of the company under NEHA ESOP 2007.
By virtue of the above three allotments the paid-up capital has
increased from Rs. 14,56,33,180 to Rs. 24,78,33,180
DIRECTORS
In terms of the provisions of Section 255 and 256 of the Companies Act,
1956, Mr. G Pramod retires at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
AUDITORS
The Auditors of the Company M/s Mathesh & Ramana., are retiring at the
conclusion of this Annual General Meeting The Company has received a
certificate from the Auditors to the effect that their appointment if
made would be within the limits prescribed under Sec 224(1B) of the
Companies Act,1956.Your directors recommend their re-appointment.
SUBSIDIARY COMPANIES
The company has four subsidiary companies M/s Globeagro Holdings,
Mauritius, M/s Dream Flowers PLC, Ethiopia, M/s Neha Agricorp Pte Ltd
and M/s NehaAgri Services Pvt. 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 NintAgri PLC,
Ethiopia, M/s Neha Agri Tanzania Ltd, Tanzania ,M/s Neha Agri Ventures
(U) Ltd, Uganda, M/s NehaAgri Zambia Ltd, Zambia, M/s NehaAgri Senegal,
SUARL, M/s Neha Agri Services, FZE,(UAE).
As per Section 212oftheCompaniesAct, 1956, we are required to attach
the Directors' report, Balance Sheet, and Profit and Loss account of
our subsidiaries. The Ministry of Corporate Affairs, Government of
India vide its circular no. 2/2011 dated February 8, 2011 has provided
an exemption to companies from complying with Section 212, provided
such companies publish the audited consolidated financial statements in
the Annual Report. Accordingly, the Annual Report 2010-11 does not
contain the financial statements of our subsidiaries. The audited
annual accounts and related information of our subsidiaries, where
applicable, will be made available upon request. 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
A statement pursuant to Section 212 of the Companies act, 1956,
containing details of subsidiary companies is annexed.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for the period ended 30th
June,2011 in accordance with Accounting Standards forms part of this
annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the
CompaniesAct,1956,with respect to Director's Responsibility statement,
it is hereby confirmed:
a. That the preparation of the accounts for the period ended 30th
June,2011,the applicable accounting standards have been followed and
there were no material departures.
b. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which 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 financial year and of the
profit or loss of the Company for the year under review;
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
d. That the Directors have prepared the accounts for the financial
year ended 30th June, 2011 on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement on Corporate
Governance:(a) Management Discussion and Analysis Report (b)The Report
on the Corporate Governance and (c) Certificate from the Auditors of
the Company regarding compliance of mandatory requirements of the
Corporate Governance are attached as part of the Annual Report.
FIXED DEPOSITS
The Company has not invited/ accepted deposits from the pubic within
the meaning of Section 58A of the CompaniesAct,1956.
CASHFLOW 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 Auditors' Certificate.
PERSONNEL
Employee relations continue to be cordial. Information on particulars
of Employees Remuneration required as per section 217(2A) read with
Companies (Particulars of Employees) Rules 1975is NIL.
ALLOTMENT OF EQUITY SHARES UNDER--EMPLOYEES STOCK OPTION SCHEME
The Compensation committee at the meeting held on 29th October 2010 has
approved the allotment of 1,85,000 options to permanent employees of
the Company under NEHA ESOP 2007.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, requiring disclosure of particulars with
respect to conservation of energy, technology absorption and foreign
exchange are given in Annexure 1, which forms part of this report.
ACKNOWLEDGEMENTS
Your Directors wish to thanks the Central and State Governments, Banks,
Suppliers, Customers and Employees for their support and assistance to
the Company. The Company wishes to thank the shareholders for their
continued support.
Hyderabad For and on behalf of the Board
Date : 06.12.2011 G.VinodReddy
Chairman & Managing Director
Jun 30, 2010
The Directors take great pleasure in presenting their report on the
business and operations of the company along with the SeventeenthAnnual
Reportto the Members with the audited financial statements for the
period ended 30th June,2010.
Financial Results: Consolidated (Rupeesinlakhs)
Particulars 2009-10 2008-09
(12 months) (15 Months)
1 Net Sales&Income 5604.25 5874.48
2 Increase/(Decrease)instock (6.99) 1.43
3 Total Expenditure 3904.89 4607.79
4 Interest 267.22 251.44
5 Profit before depreciation &
Exceptional Items 1425.14 1016.68
6 Depreciation 391.71 549.55
7 Less:Write off/prior period items 0.00 0.00
8 Less:Minority interest (200.48) (50.72)
9 Less:Provision for tax (Net) 4.31 2.75
10 Profit/Loss carried to Balance
Sheet 1229.60 515.10
Financial Results: Standalone (Rupeesinlakhs)
Particulars 2009-10 2008-09
(12 Months) (15 Months)
1 Net Sales & Income 2407.13 1917.80
2 Increase/(Decrease) in stock 6.99 1.43
3 Total Expenditure 2197.26 1746.71
4 Interest 22.89 7.61
5 Profit before depreciation&
Exceptional Items 179.99 164.91
6 Depreciation 38.48 63.77
7 Less:Write off/prior period items 0.00 0.00
8 Add:Extra Ordinary Income: 0.00 0.00
9 Less:Provision for tax (Net) 4.31 2.75
10 Profit/Loss carriedto Balance Sheet 137.20 98.39
RESULTS OF OPERATIONS
The standalone revenues increased to Rs.2407.13 Lakhs for the year
ended 30.06.2010.The Company achieved a standalone operational profit
of Rs.137.20 Lakhs.The Directors did not recommend any dividend for the
period ended 30th June 2010., keepingin mind the fund requirements for
the expansions under takenbythe company.
The company recordeda revenueofRs.5604.25 lakhs inconsolidated
financials for the year ended 30th June 2010,compared to Rs.5874.48
lakhs in the previous period ended 30.06.2009
FINANCIAL YEAR
Your company closed its accounts as on 30th June 2010 for a period of
twelve months.
LISTING
The securities of your company are listed at Mumbai and Madras Stock
Exchanges. Listing Fees has been paid for both the exchanges and
depositories up to 31.03.2011.The Company got the trading platform
recently in National Stock Exchange Limited through Madras Stock
Exchange Ltd.
PREFERENTIAL ALLOTMENT
The Company during September 2009 has made a preferential issue of 20
lakh convertible warrants to Promoter group company,outofwhich 7,00,000
warrants have been converted toEquity shares
Subsequently in February 2010 company has made a preferential issue of
75 lakh convertible warrants to Promoter group company and others,out
ofwhich 1,00,000 warrants have been convertedto Equity shares
DIRECTORS
In terms of the provisions of Section 255 and 256 of the Companies Act,
1956, Mr. P Sarath Kumar retires at the ensuing Annual General Meeting
and being eligible offers himself for re-appointment.
AUDITORS
M/s Tukaram & Co., the present Statutory auditors who retires at the
conclusion of this annual general meeting have expressed their
inability to continue as auditors of the company on account of work
pressure and other pre occupations.In view of the same the board has
decided to appoint M/s MATHESH & RAMANA, the Chartered Accountants as
the new statutory auditors of the company.
SUBSIDIARY COMPANIES
The company has four subsidiary companies M/s Globeagro
Holdings,Mauritius,M/s Dream Flowers PLC,Ethiopia,M/s Neha Agricorp Pte
Ltd and M/s Neha Agri Services Pte Ltd, Singapore, and five step down
subsidiaries: M/s Alliance Flowers PLC, Ethiopia, M/s OromiaWonders
PLC,Ethiopia ,M/s Holetta Roses PLC,Ethiopia M/s Nint Agri PLC,Ethiopia
and Neha Agri Tanzania Ltd,Tanzania ,.A statement pursuant to Section
212 of the Companies act, 1956, containing details of subsidiary
companies is annexed.
The Governmentof India vide their letter No.47/658/2010-CL-III
Dt.22.07.2010 accorded approval exempting the company from attaching
the financial statements of subsidiaries for the period ended 30th
June, 2010 with the annual report of your company.
A statement pursuant to Section 212(8) of the Companies Act, 1956
containing the details of subsidiaries of the company forms part of
this annual report.The audited annual accounts of the subsidiaries of
the company are available for inspection by the members during the
business hours at the Registered Office of the company and also at the
Companys website www.nehainternational.com.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for the period ended 30th
June,2010 in accordance with Accounting Standards forms part of this
annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the
CompaniesAct,1956,with respect to Directors Responsibility
statement,it is hereby confirmed:
a. That the preparation of the accounts for the period ended 30th
June,2010, the applicable accounting standards have been followed and
there were nomaterial departures.
b. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates which 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 financial year and of the
profit or loss of the Company for the year under review;
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d. That the Directors have prepared the accounts for the financial
year ended 30th June, 2010 on a going concern basis.
CORPORATEGOVERNANCE
Pursuant to Clause 49 of the ListingAgreement on Corporate
Governance:(a) Management Discussion andAnalysis Report (b)The Report
on the Corporate Governance and (c) Certificate from theAuditors of the
Company regarding compliance of mandatory requirementsof the Corporate
Governance are attachedaspart oftheAnnual Report.
FIXED DEPOSITS
The Company has not invited/ accepted deposits from the pubic within
the meaning of Section 58A of the CompaniesAct, 1956.
CASH FLOW STATEMENT
As required under Clause 32 of the ListingAgreement with the Stock
Exchanges,a Cash Flow Statement is attached to the Balance Sheet,Along
withAuditors Certificate.
PERSONNEL
Employee relations continue to be cordial. Information on particulars
of Employees Remuneration required as per section 217(2A) read with
Companies (Particularsof Employees) Rules 1975is NIL.
EMPLOYEES STOCK OPTION SCHEME
The members of the Company at their Annual General Meeting held on 10th
October, 2007 has approved granting of a maximum of 700000 Options to
its eligible employees by special resolution.
Pursuant to this approval,the Compensation committee at its meeting
heldon 7thAugust,2009 had granted 500000 options to the eligible
employees of the company and its overseas subsidiaries and the same
shall be exercised within five years from the dateofvestingasper NEHA
ESOP-2007.
Each option entitles the holder thereof to apply for and be allotted an
ordinary share of the company of the nominal value of Rs 10 with a
premium of Rs 10 each,upon payment of Rs 20 per share during the
exercise period.Relevant disclosures are made in Annexure-A. A
certificate from statutory auditors has been obtained from the
Statutory Auditors regarding compliance with the ESOP Guidelines.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, requiring disclosure of particulars with
respect to conservation of energy, technology absorption and foreign
exchange are given in Annexure 1, which forms part of this report.
AUDITORS REPORT
1. As regards qualification in Para 4 (a) of the audit
report,non-provision of Gratuity and other retirement benefits as per
the actuarial valuation:The Company has provided gratuity provision for
all the eligible employees on actual basis,as per company rules as in
previous years.
ACKNOWLEDGEMENTS
Your Directors wish to thanks the Central and State Governments, Banks,
Suppliers, Customers and Employees for their support and assistance
tothe Company. The Company wishes tothank the shareholders for their
continued support.
Hyderabad For and on behalf of the Board
Date: 04.12.2010 Sd/-
G.Vinod Reddy
Chairman & Managing Director
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