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Directors Report of Neelamalai Agro Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Seventy Second Annual Report, with the Audited Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS

The standalone performance of the Company for the financial year ended March 31, 2015 is summarized below:

Amount Rs.

Particulars 2014 - 2015 2013 - 2014

Income from Operations 29,92,04,841 28,06,13,501

Other Income 5,28,37,100 5,28,18,228

Total Income 35,20,41,941 33,34,31,729

Profit before tax for the year 6,13,00,983 5,25,95,746

Less : Provision for taxation (inclusive of MAT credit utilized) 80,00,000 50,00,000

Profit after tax 5,33,00,983 4,75,95,746

Add : Adjustments relating to fixed assets (2,45,651) Nil

Add : Surplus brought forward from Previous year 45,81,055 63,44,034

Total Amount available for appropriation 5,76,36,387 5,39,39,780

LESS :

Interim Dividend paid on equity shares @ 200% 1,25,47,000 Nil (Rs. 20 per equity share on face value of Rs. 10/-)

Tax on Interim Dividend 25,08,662 Nil

Transfer to General Reserve 2,00,00,000 2,00,00,000

Proposed Final Dividend on Equity Shares @ 200% 1,25,47,000 2,05,94,000 (Rs. 20 per equity share on the face value of Rs. 10/-)

Provision for tax on Final Dividend 25,54,193 42,64,725

Surplus carried to Balance Sheet 74,79,532 45,81,055

5,76,36,387 5,39,39,780

OPERATIONS REVIEW

Total income increased from Rs 33.34 Crores in 2013-14 to Rs. 35.20 Crores in 2014-15 resulting in an increase of 5.57%. Profit after Tax was Rs. 5.33 Crores (previous year: Rs. 4.76 Crores).

Tea production during the year was 12.49 lacs Kgs with an average yield of2405 kgs. per hectare as against 11.73 lacs Kgs with an average yield of 2228 kgs. per hectare during last year. Apart from this there was also a production of11.89 Lacs kgs of bought leaf as against 9.80 Lacs Kgs during the previous year. The sale average during the year was at Rs. 121.07 per Kg as against the last year's sale average of Rs. 121.05/- per Kg.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 200% (Rs. 20 per share) on Equity Share Capital, for the year ended 31.03.2015, amounting to Rs. 1,25,47,000, excluding dividend tax. During the year, the Board declared an Interim Dividend of 200% (Rs. 20 per share), amounting to Rs. 1,25,47,000, excluding dividend tax. The aggregate of dividend declared during the year was 400% (Rs. 40 per share) amounting to Rs. 2,50,94,000, excluding dividend tax.

DE-LISTING OF SECURITIES ON MADRAS STOCK EXCHANGE LTD

Consequent to the exit ofMadras Stock Exchange Ltd.(MSE), the company has ceased to be listed on MSE. However the equity shares of the company would continue to be listed on BSE Ltd.

BOARD MEETINGS

The Board of Directors consists of Mr. Ajit Thomas, Chairman, Mrs. Shanthi Thomas, Executive Director, Mr. S.Rajasekar, Non- executive non-independent Director, Mr. A.D. Bopana, and Mr. G. Vijayaraghavan, Independent Directors. The Board of Directors met four times during this financial year. The details of the Board meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE MEETINGS

The Audit Committee presently consists of three Directors out ofwhich two are Independent Directors.

The constitution ofAudit committee during the year was as follows:-

Mr.A.D.Bopana (Chairman)

Mr.S.Rajasekar

Mr.M.M.Karunakaran ( upto 05.02.2015) Mr.B.B.Medaiah ( upto 05.02.2015) Mr.G.Vijayaraghavan ( w.e.f05.02.2015)

The terms of reference stipulated by the Board to the Audit Committee cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement with the Stock Exchange.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section 177 (9) of the Companies Act 2013 and as per clause 49 of the listing agreement. The said policy is available in the website of the company.

NOMINATION & REMUNERATION COMMITTEE

The particulars of the Nomination & Remuneration Committee are given as follows:- Mr. A.D.Bopana - Independent Director

Mr. G.Vijayaraghavan - Independent Director

Mr.S.Rajasekar - Non-executive Non-independent Director

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration, which has been provided in Annexure 8 to this report.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

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

The details ofinvestments made by Company is given in the Note nos. 7 & 8 to the financial statements.

FIXED DEPOSITS

The Company is not accepting deposits and all deposits have been repaid. As such there are no unclaimed deposits in the books of the company as on March 31,2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL

1. Executive Director

Mrs. Shanthi Thomas was appointed as Executive Director with effect from 5th February 2015, which has been approved by the shareholders by way of Postal Ballot. The provisions of the Companies Act, 2013 pertaining to appointment of Woman Director have been complied with.

2. Independent Director

Mr. G.Vijayaraghavan was appointed as Independent Director for a period of 5 years with effect from 5th February 2015 by a resolution passed by the shareholders through Postal Ballot. A notice has been received from one of the shareholders pursuant to Section 160 of Companies Act, 2013 proposing his candidature, along with the prescribed fees.

3. Resignation of Directors

Mr. B.B.Medaiah & Mr. M.M.Karunakaran, Directors of the Company had resigned with effect from 5th February 2015, due to personal reasons. Your Directors place on record, their appreciation for the valuable services rendered by Mr. B.B.Medaiah and Mr.M.M.Karunakaran during their tenure as Directors of the Company.

4. Director retiring by rotation

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. S.Rajasekar, Director retires by rotation at the 72nd Annual General Meeting and being eligible, offer himself for re-appointment.

5. Appointment of Company Secretary & ChiefFinancial Officer as Key Managerial Personal

In accordance with the provisions of Section 203 of the Companies Act, 2013, Mr. T.M.Harikumar has been appointed as Company Secretary & Chief Financial Officer of the company.

6. Declaration from Independent Directors on Annual Basis

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

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JV

The company has no subsidiary companies.

Details of financial performance/financial position of the associate companies as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of 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 alternate sources and by investing on energy conservation equipments. The particulars prescribed by the 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 are furnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company's Foreign Exchange Earnings amounted to Rs. 18,96,74,914/-. The total outgo on Foreign Exchange amounted to Rs. 17,32,779/-. Details are set out in Notes 23 & 24 of the Accounts. The Company has continued to maintain 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

Further, the information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees 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 made thereunder, M/s. Suri & Co., Chartered Accountants, Chennai - 600 017, (Firm's registration No. 004283S) were appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the 71st Annual General Meeting (AGM) held on September 10, 2014 until the conclusion of the fourth consecutive AGM, subject to ratification ofthe appointment by the members at every AGM. Accordingly their appointment needs to be ratified by the share holders in every Annual General Meeting. Your directors recommend ratifying their appointment at the forthcoming AGM. A certificate from the Auditors that they satisfy the conditions prescribed under the Companies Act,2013 and the Rules made thereunder (including satisfaction criteria under Section 141 of the Companies Act,2013) has been received from them.

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 needs no further clarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. V. Suresh, Practising Company Secretary, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed (Annexure 4) to this report.

COST AUDIT

The provisions ofCost Audit under Section 148 ofthe Com- panies Act, 2013 are not applicable to the Company.

INTERNAL AUDITORS

During the year under review, M/s. Vasanthan Naresh & Associates, Chartered Accountants, Coimbatore carried out the internal audit ofthe company and submitted their reports.

CORPORATE GOVERNANCE

The Code on Corporate Governance pursuant to revised Clause 49 of the Listing Agreement with the Stock Exchanges was made applicable to the Company with effect from 3rd November, 2011. Accordingly the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report (Annexure 5) .

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 on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Details of the transactions are provided in Form AOC — 2 which is attached as Annexure 6 to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/ Courts which would impact 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 7)

INDUSTRIAL RELATIONS

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

CORPORATE SOCIAL RESPONSIBILITY

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

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders' Relationship Committee comprising ofMr.Ajit Thomas, as Chairperson and Mr.A.D.Bopana as Member of the Committee. The Board has designated Mr.T.M.Hari Kumar, Company Secretary & CFO ofthe Company as the Compliance Officer.

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and the clause 49 of the listing agreement, the Company had laid down the procedures to inform Board members about the risk assessment and mitigation procedures. Regarding the general risk, the company follows a minimal risk business strategy as given below:-

Fixed Assets and Current Assets

The company has taken adequate insurance coverage of its fixed assets and current assets which will minimize the impact of another event or development

Financial Risk

The company has a conservative debt policy. The debt component is very marginal

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

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Note 1 to the Financial Statements.

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

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

During the year the company has not received any compliant under Sexual Harassment of Women 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, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors 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 financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 March 2015 on a going concern' basis.

5. The directors, in the case of listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper system to ensure compliance with the provisions of all 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 all assets are safeguarded and protected against loss from unauthorised use or disposition, and those transactions are authorised, recorded and reported correctly. The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures. The internal control system is supplemented by extensive internal audits, regular reviews by management, and well documented policies and guidelines to ensure reliability offnancial and all other records to prepare financial statements and other data.

ACKNOWLEDGEMENT

The Directors sincerely acknowledge the contribution and support from customers, shareholders, Central and State Governments, Bankers, Securities Exchange Board of India, BSE Ltd, Cameo Corporate Services Ltd., Central Depository Services Ltd., Registrar of Companies, Tamil Nadu and other Government Authorities for the co - operation and assistance provided to the Company.

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

For and on Behalf of the Board of Directors

Chennai Ajit Thomas

27.05.2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the SEVENTY FIRST ANNUAL REPORT, with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

Rs.

Income from operations & other Income 33,34,31,729

Profit before Depreciation and Taxation 5,95,19,845

Depreciation 69,24,099

Profit before Taxation 5,25,95,746

Provision for Taxation

(including MAT credit utilisation of Rs. 23,00,000) 50,00,000

Profit after Taxation 4,75,95,746

Surplus carried from previous year 63,44,034

Amount available for appropriation 5,39,39,780

Which your Directors

recommend to appropriate :

Transfer to General Reserve 2,00,00,000

Proposed Final Dividend on

Equity Shares @ Rs. 40/- per share 2,50,94,000

Provision for tax on Final Dividend 42,64,725

Surplus carried to Balance Sheet 45,81,055

5,39,39,780

DIVIDEND

Your Directors have recommended a dividend of Rs. 40/- per Share on the Equity Shares, out of the profits for the year.

OPERATIONS

Tea production during the year was 11.73 lacs Kgs with an average yield of2228 kgs. per hectare against 11.23 lacs Kgs with an average yield of 2146 kgs. per hectare during last year. Apart from this there is also a production of 9.80 Lacs kgs of bought leaf as against 9.40 Lacs Kgs during the previous year. The sale average during the year was at Rs. 121.05 per Kg as against the last year''s sale average of Rs. 109.74/- per Kg.

DIRECTORATE

In accordance with the Articles of Association of the company, Mr. Ajit Thomas and Mr. M.M.Karunakaran, Directors retire by rotation and are eligible for re-election.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. A.D.Bopana, Director the Company has been appointed as Independent Director to hold office as per the tenure of appointment mentioned in the Notice calling the Annual General Meeting of the Company.

AUDITORS

M/s Suri & Co, Chartered Accountants, Chennai, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their re-appointment, if made will be within the limits specified under Section 139 (1) of the Companies Act,2013.

The appointment shall be for a period of three years as per the Companies Act, 2013, subject to ratification by shareholders at every Annual General Meeting.

COST AUDITORS

M/s. Rajendran, Mani & Varier, Practicing Cost Accountants, Ravipuram, Kochi- 682016 have been duly appointed as Cost Auditors, on the recommendation of the Audit Committee, for conducting Cost Audit of the Company for current financial year ending March 31, 2015. They were also the cost auditors for the previous year ended March 31, 2014. As required under Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2015.

Full particulars of the Cost Auditors alongwith other details pertaining to the Cost Audit are annexed.

Details of Cost Auditor : M/s. Rajendran, Mani & Varier Practicing Cost Accountants XXXIX/5360, Alappat Building Alappat Road, Ravipuram Ernakulam - 682016 Registration No. 00006

Due & actual date of filing of : September 27, 2013 Cost Audit Report for the year ended March 31, 2013

Due date of filing Cost Audit : September 30, 2014 Report for the year ended March 31, 2014

DEPOSITS

No deposits remained unclaimed or unpaid during the year under report.

PARTICULARS OF EMPLOYEES

The Company has not incurred expenditure on employees to the extent specified in Section 217 (2A) ofthe Companies Act 1956, and hence no statement is attached to this report.

LISTING WITH STOCK EXCHANGES

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued through out the year with the following stock exchanges:

1. Bombay Stock Exchange Limited.

2. Madras Stock Exchange Limited.

CONSERVATION OF ENERGY

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is set out in the Annexure.

CORPORATE GOVERNANCE

The Code on Corporate Governance pursuant to revised Clause 49 of the Listing Agreement with the Stock Exchanges was made applicable to the Company with effect from 3rd November, 2011. Accordingly the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company''s Foreign Exchange Earnings amounted to 17,64,93,231/-. The total outgo on Foreign Exchange amounted to Rs. 22,16,424/-. Details are set out in Notes 23 & 24 of the Notes on Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of The Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors report that :

i) The annual accounts have been prepared by following the applicable accounting standards.

ii) The accounting policies selected have been applied consistently and judgments and estimates that were reasonable and prudent, have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

NOMINATION & REMUNERATION COMMITTEE ( NR COMMITTEE)

As required under the provisions of Section 178 of the Companies Act, 2013, the Board at their meeting held on May 29, 2014 constituted NR Committee comprising of Mr. A.D.Bopana, Mr. S.Rajasekar and Mr. M.M.Karunakaran.

SECRETARIAL COMPLIANCE

Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956 Certificate to the effect that the Company has complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for filing with the Registrar of Companies and a copy of such Certificate is attached to this Report.

GENERAL

The Directors take this opportunity to place on record their appreciation of the contribution made by the employees at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the co-operation and assistance extended to your Company.

On Behalf of the Board

Place : Chennai Ajit Thomas Date : 29.05.2014 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the SIXTY NINTH ANNUAL REPORT, with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

Rs. Income from operations & other Income 33,95,51,823

Profit before Depreciation and Taxation 15,11,39,029

Depreciation 52,77,408

Profit before Taxation 14,58,61,621

Provision for Taxation (Net of MAT credit entitlement of Rs.1,96,00,000) 32,00,000

Profit after Taxation 14,26,61,621

Surplus carried from previous year 20,41,770

Amount available for appropriation 14,47,03,391

Which your Directors recommend to appropriate :

Transfer to General Reserve 6,00,00,000

Special Interim Dividend on

Equity Shares @ Rs. 100/- per share 6,27,35,000

Tax on Special Interim Dividend 1,01,77,185

Proposed Final Dividend on Equity Shares @ Rs. 10/- per share 62,73,500

Provision for tax on Final Dividend 10,17,719

Surplus carried to Balance Sheet 44,99,987

14,47,03,391

DIVIDEND

The company has paid a Special Interim Dividend of Rs. 100/- per share ( 1000% ) for the financial year 2011-2012. Your Directors have now recommended a final dividend of Rs. 10/-per share (100%) on the Equity Shares out of the profits for the year. The aggregate Dividend for the year 2011-2012 amounts to Rs. 110/- per share (1100 %).

OPERATIONS

Tea production during the year was 13.54 lacs Kgs with an average yield of2570 kgs. per hectare against 13.16 lacs Kgs with an average yield of 2480 kgs. per hectare during last year. Apart from this there is also a production of 6.32 Lacs kgs of bought leaf as against 5.46 Lacs Kgs during the previous year. The sale average during the year was at Rs. 94.73/- per Kg as against the last years sale average of Rs. 94.24 / - per Kg.

DIRECTORATE

During the year, Mr. Habib Hussain and Mr. WD.Nelson ceased to be members of the Board consequent to their resignation on 31st October 2011. The Board accepted their resignation and places on record its appreciation and gratitude for the valuable services rendered by them during their tenure as Directors of the Company. Mr.M.M. Karunakaran and Mr. Oliver L.D. were co-opted as additional directors of the company on 3rd November, 2011. They hold office upto the date of the ensuing Annual General Meeting under Section 260 of The Companies Act, 1956. The company has received notice under Section 257 of The Companies Act, 1956 from a member intending to propose Mr.M.M.Karunakaran and Mr. Oliver L.D. for their Directorships.

In accordance with the Articles of Association of the company, Mr.Ajit Thomas and Mrs. Shanthi Thomas, Directors retire by rotation and are eligible for re-election.

AUDITORS

M/s Suri & Co, Chartered Accountants, auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their re- appointment, if made will be within the limits prescribed under Section 224 (1B) of the Companies Act,1956.

COST AUDITORS

The company was required to get its cost accounts maintained under Section 209(1)(d) of The Companies Act, 1956 in respect of plantation products audited in terms of an order issued by the Cost Audit Branch, Ministry of Company Affairs (MCA), New Delhi. The Cost Audit of the company was conducted by M/s. Rajendran, Mani & Varrier, Practicing Cost Accountants, appointed with the approval of MCA in the manner provided in the General Circular 15/2011 dated April 11, 2011 issued by MCA. In terms of the said Circular, full particulars of the Cost Auditors alongwith other details pertaining to the Cost Audit are annexed.

Details of Cost Auditor : M/s. Rajendran, Mani & Varier

Practicing Cost Accountants XXXIX/5360, Alappat Building Alappat Road, Ravipuram Ernakulam - 682016 Registration No. 00006 Due & actual date of filing of : September 27, 2011 Cost Audit Report for the year ended March 31, 2011

DEPOSITS

No deposits remained unclaimed or unpaid during the year under report.

PARTICULARS OF EMPLOYEES

The Company has not incurred expenditure on employees to the extent specified in Section 217 (2A) of the Companies Act 1956, and hence no statement is attached to this report.

LISTING WITH STOCK EXCHANGES

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued through out the year with the following stock exchanges:

1. Bombay Stock Exchange Limited.

2. Madras Stock Exchange Limited.

3. Coimbatore Stock Exchange Limited.

CONSERVATION OF ENERGY

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is set out in the Annexure.

CORPORATE GOVERNANCE

The Code on Corporate Governance pursuant to revised Clause 49 of the Listing Agreement with the Stock Exchanges was made applicable to the Company with effect from 3rd November, 2011. Accordingly the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Companys Foreign Exchange Earnings amounted to 12,38,22,669/-. The total outgo on Foreign Exchange amounted to Rs. 21,55,682/-. Details are set out in Note 23 of the Notes on Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of The Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors report that :

i) The annual accounts have been prepared by following the applicable accounting standards.

ii) The accounting policies selected have been applied consistently and judgments and estimates that were reasonable and prudent, have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE

Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956 Certificate to the effect that the Company has complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for filing with the Registrar of Companies and a copy of such Certificate is attached to this Report.

GENERAL

The Directors take this opportunity to place on record their appreciation of the contribution made by the employees at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the co-operation and assistance extended to your Company.

On Behalf of the Board

Place : Chennai Ajit Thomas

Date : 24.05.2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the SIXTY EIGHTH ANNUAL REPORT, with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Rs. Income from operations & other Income 20,67,29,518

Profit before Depreciation and Taxation 3,73,93,232

Depreciation 51,99,773

Profit before Taxation 3,21,93,459

Provision for Taxation - Current Tax 37,00,000

Profit after Taxation 2,84,93,459

Surplus carried from previous year 44,85,139

Amount available for appropriation 3,29,78,598 Which your Directors recommend to appropriate :

Transfer to General Reserve 2,00,00,000

Proposed Dividend on

Equity Shares at Rs. 15/- per share 94,10,250

Provision for tax on Dividend 15,26,578

Surplus carried to Balance Sheet 20,41,770

3,29,78,598

DIVIDEND

Your Directors have recommended a dividend of Rs.15/- per share on the Equity shares out of the profits for the year.

OPERATIONS

Tea production during the year was 13.16 lacs kgs with an average yield of 2480 kgs. per hectare against 12.73 lacs kgs with an average yield of 2357 kgs. per hectare during last year. Apart from this there is also a production of 5.46 Lacs kgs of bought leaf as against 6.84 Lacs kgs during the previous year. The sale average during the year was at Rs. 94.24 per kg as against the last year's sale average of Rs. 97.48 /- per kg.

INVESTMENTS

As part of the company's diversification activities, for taking advantage of the emerging global business opportunities, the company has invested an amount of Rs. 90,20,000/- towards advance against equity in the overseas Joint Venture Company viz Midland Natural Pte. Ltd., in the Republic of Singapore for doing trading in Spices.

DIRECTORATE

Mr. C.R. Dorai Raj has ceased to be a member of the Board on account of his sad demise on October 12, 2010. Your Directors wish to place on record their appreciation for the invaluable services rendered by him during his tenure as Director of the company.

Mr.W.D.Nelson was co-opted as additional director of the company on February 03, 2011. He holds office upto the date of the ensuing Annual General Meeting under Section 260 of The Companies Act, 1956. The company has received a notice under Section 257 of The Companies Act, 1956 from a member intending to propose Mr.W.D.Nelson for his Directorship.

In accordance with the Articles of Association of the company, Directors Mr.A.D.Bopana and Mr.S.Rajasekar retire by rotation and are eligible for re-election.

AUDITORS

M/s Suri & Co, Chartered Accountants, auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their re- appointment, if made will be within the limits prescribed under Section 224 (1B) of the Companies Act,1956.

DEPOSIT

No deposits remained unclaimed or unpaid during the year under report.

PARTICULARS OF EMPLOYEES

The Company has not incurred expenditure on employees to the extent specified in Section 217 (2A) of the Companies Act 1956, and hence no statement is attached to this report.

CONSERVATION OF ENERGY

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is set out in the Annexure.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company's Foreign Exchange Earnings amounted to 10,31,60,853/-. The total outgo on Foreign Exchange amounted to Rs. 1,14,53,132/-. Details are set out in Schedule 20(B), item 5 (a), (b), (c) & (d) of the Notes on Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors report that :

i) The annual accounts have been prepared by following the applicable accounting standards.

ii) The accounting policies selected have been applied consistently and judgments and estimates that were reasonable and prudent, have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE

Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956 Certificate to the effect that the Company has complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for filing with the Registrar of Companies and a copy of such Certificate is attached to this Report.

GENERAL

The Directors take this opportunity to place on record their appreciation of the contribution made by the employees at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the co-operation and assistance extended to your Company.

On Behalf of the Board

Ajit Thomas Chairman

Place : Chennai Date : 30.05.2011

 
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