Directors Report of Neha International Ltd.

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

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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

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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

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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