Directors Report of Coromandel Agro Products and Oils Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 49^th Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE:

Summary of Financial performance of the Company for the Financial Year 2024-25 is depicted below:
STANDALONE (Rs.)

Statement Of Profit & Loss Account	IND AS
Statement Of Profit & Loss Account	2024-25	2023-24	2022-23
Sales (other than GST)	1,59,05,46,415	1,83,24,03,325	1,28,60,55,437
Other Income	21,22,572	26,47,570	23,43,536
Interest	95,41,067	92,78,746	28,03,146
Profit /(Loss) Before Taxation	4,81,49,251	1,76,44,103	(2,28,65,594)
Profit /(Loss) After Taxation	3,76,48,330	1,30,11,166	(1,96,04,298)
Earnings Per Share of Rs. 10/-	47.66	16.47	-
Dividend Per Share of Rs.10/-	2.00	1.00	-

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK :

Your Directors are happy to inform that overall performance of the company is the best in spite of lower
processing of Cotton Seed (main raw material) quantity. Because of heavy rains in cotton growing areas and
delayed cotton marketing, the company started production from 8^th November, 2024 only. Due to lower Cotton
crop, Seed availability has become very poor, the Company has to shut down the factory in 1^st week of March
2025 itself and the company processed cottonseed 45,757 MT (60,516 MT in the previous year) only. Despite
facing a dynamic and challenging market environment, we have navigated these conditions with resilience and
strategic foresight.

Operational Performance

Cottonseed Procurement: The average procurement price of cottonseed increased from Rs.27,530 per ton to
Rs.30,425 per ton during the year. This rise was primarily due to lower cotton crop through out the country,
which, while beneficial for farmers, resulted in increased raw material costs for our operations.

â¢ Edible Oil Segment: We experienced a positive uptick in the prices of edible oils, which contributed to
improved revenue streams. This increase was driven by a combination of domestic demand and
Government action of increasing the import duty which was necessary to augment oil seeds supply in
India.

â¢ By-Products:

o Hulls and Linters: Prices for hulls and linters saw an upward trend, aligning with the overall
market dynamics.

o De-oiled Cakes: In contrast, the price of de-oiled cakes remained subdued. This was largely due
to the availability of low-cost Distillers Dried Grains with Solubles (DDGS) in the Indian
market, which served as a competitive alternative in the animal feed sector.

Even though high prices of Cotton Seed, a discriminatory approach was adopted by the company in procurement
calibrating sale prices and production costs. We have focused on optimizing operational efficiencies and
enhancing product quality, which have been instrumental in sustaining our financial health. The company
achieved a turnover of Rs. 15,905.00 lakhs as against Rs. 18,324.00 lakhs in the previous year. The Profit before
taxes was Rs. 481.49 lakhs as against Rs. 176.44 lakhs and due to adjustment of differed tax, net profit for the
period under review was Rs. 376.48 lakhs against Rs. 130.11 lakhs during the last year.

The power project in Gujarat did not do well due to changed wind patterns and generated low income of Rs. 34.78
lakhs compared to Rs. 36.32 lakhs during the previous year.

Future outlook: The company is planning to open more procurement centers in Telangana, where production of
cotton crop is likely to be more. It is also planning to expand existing factory infrastructure to cope up with the
additional requirement of storage of Cotton Seed and other processed products and optimize the utilization of
existing capacities of the plant. The Company is also planning to source raw materials from other states, subject
to viability to continue processing during the off-season.

The Government of India continues to permit import of oils due to heavy local demand and its efforts of
improving local oil seed production is not adequate to supplement the imported oils. However your Directors are
hopeful of better policies and encouragement to the local oil producers for reducing the burden on exchequer.

Weather predictions are showing positive signs of normal cotton crop in the ensuing season and also Telangana
State Government suggested the farmers for choosing cotton crop instead of other crops and these indications give
hope for more production of cotton seed and competitive prices which may help better utilization of production
capacities of the company.

EXPORT AND FOREIGN EXCHANGE EARNINGS:

Your Directors wish to inform that the Company has exported 1400.260 M.T. of Cotton Linters worth Rs. 468.86
lakhs during the year under review as against 2962.540 M.T. of Cotton Linters Rs. 786.79 lakhs in the previous
year.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Companyâs website at www.capol.in.

DIVIDEND:

During the year the shareholders has approved final Dividend 1.00 per share (i.e. 10%) on the Equity Shares of
the Company of Rs.10/- each for the year ended March 31, 2024 which have the total outflow of cash towards
dividend paid on Equity Shares for the year would be Rs.7,90,000/-.

The Board has recommended a Dividend for the financial year 2024-25. The Directors are pleased to recommend
a dividend of Rs.2.00 per share (i.e. 20%) on the Equity Shares of the Company of Rs.10/- each for the year
ended March 31, 2025. If the dividend, as recommended above, is declared by the Members at the ensuing Annual
General Meeting (âAGMâ), the total outflow of cash towards dividend on Equity Shares for the year would be
Rs.15,80,000/-.

CHANGES IN SHARE CAPITAL:

During the current financial year, there is no change occurred in the capital Structure of the company.
MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as required under regulation 34 of the SEBI (LODR)
Regulations 2015, forms part of the Annual Report as ANNEXURE NO : V at Page No.40

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

NAMES OF THE PERSONS WHO HAVE BEEN APPOINTED / CEASED TO BE DIRECTORS
AND/OR KEY MANAGERIAL PERSONNEL OF THE COMPANY:

i) DURING THE YEAR:-

i. Mr. Venkata Subramanya Ravi Vadlamani (DIN: 00495102) has appointed as an Additional Director
under Non-executive-Non Independent Category with effect from 01- 04-2024

ii. Sri. Meadem Sekhar re-appointed as Whole Time Director, C.E.O and Key Managerial Personnel, for a
further period of 5 years with effect from 1st April 2024

iii. Mr. Maddi Venkateswara Rao (DIN- 00013393), reappointed under retire by rotation under Article 122
of the Articles of Association of the Company in the 48th AGM of the company.

iv. Mrs. Maddi Ramesh (DIN- 00013394), resigned from the board due to his personal pre-occupations
with effect from 18-09-2024

v. Mrs.Vangala Bhargavi has been appointed as Additional Director under woman &Non executive and
Independent Category with effect from 15-10-2024, and the said appointment shall be subject to the
approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special
Resolution.

vi. Mrs .Maddula Durga Sushma has been appointed as Additional Director under Non executive and
Independent Category with effect from 15-10-2024, and the said appointment shall be subject to the
approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special
Resolution.

vii. Mr. CA. K. Satyanarayana, Chief Financial Officer, completed his tenure of five years on 19-03-2025.

viii. Sri Shyama Prasad Lakkaraju (Din: 07151102) has retired as an Independent director with effect from
19-03-2025 since the second term of his tenure as an Independent Director was completed on 19-03Â¬
2025.

ix. Smt Rallabhandi Lakshmi Sarada (Din: 07140433) has retired as woman and Independent director with
effect from 19-03-2025 since the second term of her tenure as woman & independent Director was
completed on 19-03-2025.

ii) AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT:-

i. CA. K. Satyanarayana, Chief Financial Officer, has been reappointed 28-04-2025.

ii. Smt. Dr. S. Anitha Devi has been appointed as Additional Director under Non executive and
Independent Category with effect from 07-07-2025, and the said appointment shall be subject to the
approval of the shareholders in the ensuing Annual General meeting of the Company by way of Special
Resolution.

DIRECTORS LIABLE TO RETIRE BY ROTATION AT THE ENSUING ANNUAL GENERAL
MEETING:

1. Mr. Maddi Venkateswara Rao (DIN - 00013393), retire by rotation and being eligible, offer himself
for reappointment as Director. The Board recommends his reappointment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual
evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its
Committees. The NRC has defined the evaluation criteria, procedure and time schedule for the Performance
Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all
the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members. The criteria for performance evaluation of the Board included aspects such as Board
composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc.
The criteria for performance evaluation of the Committees included aspects such as structure and composition of
Committees, effectiveness of Committee meetings etc. The above criteria for evaluation was based on the
Guidance Note issued by SEBI.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and
performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account
the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board,
its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of
the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the
Board and its Committees, was also discussed. Significant highlights, learning and action points with respect to
the evaluation were discussed by the Board.

Sl. No Particulars

i. Observations of board evaluation carried out for the year : NONE

ii. Previous yearâs observations and actions taken : NONE

iii. Proposed actions based on current year observations : NONE

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

In terms with Section 149 (7) of the Companies Act, 2013, all the Independent Directors of the Company have
declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013
Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions
of independence as specified in the Act and the Rules made thereunder and are independent of the management.

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

During the year under review, the Independent Directors meeting was held on 29-01-2025 and all Independent
Directors were attended to the said meeting . The Independent Directors at their meeting, inter alia, reviewed the
Performance of Non-Independent Directors and Board as a whole performance of the Chairperson of the
Company, taking into account the views of Executive Director and Non-Executive Directors. Assessed the quality,
quantity and timeliness of flow of information between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2024-25, Five (5) Meetings of the Board of Directors of the Company were held as
prescribed under the Act.

Board Meetings

S. No.	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended
1.	29.05.2024	6	5
2.	05.07.2024	6	6
3.	12.08.2024	6	6
4.	15.10.2024	5	5
5.	30.01.2025	8	8

S. No.	Name of the Director	Number of Meetings which were entitled to attend	Number of Meetings Attended
1.	Mr. Meadem Sekhar	5	5
2.	Mr. Maddi Venkateswara Rao	5	5
3.	Mr. Maddi Ramesh	3	2
4.	Mr. Vadlamani Venkata Subramanya Ravi	5	5
5.	Mrs. Rallabandi Lakshmi Sarada	5	5
6.	Mr. Lakkaraju Shyam Prasad	5	5
7.	Mr. Rakesh Bhanu Amara	1	1
8.	Mrs. Bhargavi Vangala	1	1
9.	Mrs. Maddula Durga Sushma	1	1

GENERAL MEETINGS :

During the Financial Year 2024-25, 48^th Annual General Meeting of the Company was held on 12.08.2024.
Except the 48^th Annual General Meeting, no other meeting of the members was held in financial year 2024-25.

Type of Meeting	Date of Meeting	Total No. of members entitled to attend	Attendance
			No. of members attended	% of total shareholding
Annual General Meeting	12-08-2024	98	16	69.90

DIRECTORS RESPONSIBILITY STATEMENT :

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

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are
no material departures from the same;

b) the Directors have selected sound accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that
date;

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

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

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

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

AUDIT COMMITTEE :

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

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

a. Oversight of the Companyâs financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.

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

c. Reviewing with management the annual financial statements before submission to the Board,
focusing primarily on:

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditorsâ Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

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

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

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

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

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

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

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

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

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

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

As on 31^st March, 2025, The Audit Committee comprises of Two Independent Directors and one Non-Executive

Director. The committee comprises as follows:

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

During the year, the Audit Committee was constituted under Section 177 of the Companies Act, 2013 and its
meetings were held four times during the year ended March 31, 2025.

Audit Committee Meetings

S.	Date of meeting	Total Number of Members	Number of Members
No	Date of meeting	as on the date of meeting	attended
1.	28-05-2024	3	2
2.	10-08-2024	3	2
3.	14-10-2024	3	3
4.	29-01-2025	5	5

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

Lakkaraju Shyama Prasad and Mrs. Rallabhandi Lakshmi Sarada ceased to be Committee Members with
effect from 19th March 2025, consequent upon their retirement as Independent Directors of the Company upon
completion of their respective tenures.

***Mr. Vadlamani Venkata Subramanya Ravi ceased to be a Committee Member with effect from 28th May
2025, consequent upon his resignation as a Non-Executive Director of the Company.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION :

The current policy is to have an appropriate mix of executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the
Board consists of six members, three of whom are independent directors. The Board periodically evaluates the
need for change in its composition and size.

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of
section 178 of the Companies Act, 2013, adopted by the Board is recommended by the Nomination and
Remuneration Committee. We affirm that the remuneration paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.

NOMINATION AND REMUNERATION COMMITTEE :

(a) TERMS OF REFERENCE :

The Company had constituted the Nomination and Remuneration Committee under Section 178 of the Companies
Act, 2013. The scope of the Committee also includes matters which are set out in SEBI (LODR) Regulations,
2015 and the rules made there under, as amended from time to time. The broad terms of reference are to determine
and recommend to Board, appraisal of the performance of the Managing Directors/Whole-time Directors and to
determine and advise the Board for the payment of annual commission/compensation to the Non-Executive
Director and to recommend to the Board appointment/reappointment and removal of Directors. To frame criteria
for determining qualifications, positive attributes and Independence of Directors and to create an evaluation
framework for Independent Directors and the Board.

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

The Nomination and Remuneration Committee comprises of total Two Independent Directors and one NonÂ¬
Executive Director and it meets two times in the year.

The committee comprises as follows:

Directors	Chairman/ Member	Category
Mrs. Bhargavi Vangala	Chairman	I & N.E.D
Mr. Lakkaraju Shyama Prasad	Chairman & Member	I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada	Member	I & N.E.D
Mr. Vadlamani Venkata Subramanya Ravi	Member	N.E.D
Mrs. Maddula Durga Sushma	Member	I & N.E.D
Mr. RakeshBhanu Amara	Member	I & N.E.D

***Mr. Lakkaraju Shyama Prasad and Mrs. Rallabhandi Lakshmi Sarada ceased to be Committee Members with
effect from 19th March 2025, consequent upon their retirement as Independent Directors of the Company upon
completion of their respective tenures.

Vadlamani Venkata Subramanya Ravi and Mr. RakeshBhanu Amara ceased to be Committee Members
with effect from 28th May 2025, consequent upon their resignations as Non-Executive Director and Independent
Director & Non-Executive Director respectively of the Company.

The Committee held Three meetings during the year ended March 31, 2025.

Nomination and Remuneration Committee meetings

S. No	Date of meeting	Total Number of Members as on the date of meeting	Number of Members attended
1.	10-08-2024	3	2
2.	20-09-2024	3	3
3.	29-01-2025	6	6

Attendance of Nomination and Remuneration Committee members

S. No	Name of the Director	No of Meetings which were entitled to attend	No. of Meetings Attended
1.	Mrs. Bhargavi Vangala	1	1
2.	Mrs. Maddula Durga Sushma	1	1
3.	Mr. Vadlamani Venkata Subramanya Ravi	4	2
4.	Mrs. Rallabhandi Lakshmi Sarada	4	3
5.	Mr. Lakkaraju Shyama Prasad	4	3
6.	Mr. RakeshBhanu Amara	1	1

(c) SELECTION AND EVALUATION OF DIRECTORS :

The Board has based on recommendations of the Nomination and Remuneration Committee, laid down following
policies:

1. Policy for Determining Qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directorsâ Evaluation

(d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Based on the criteria laid down in the Policy for evaluation of Board and Independent Directors, the Board carried
out the annual performance evaluation of Board Committees and the Independent Directors, whereas at a separate
meeting, Independent Directors evaluated the performance of Executive Directors, Board as a whole and of the
Chairman. Nomination and Remuneration Committee also evaluated individual directorsâ performance.

i) As per the said Policy, evaluation criteria for evaluation Board inter alia covers: Composition in light of
business complexities and statutory requirements; establishment of vision, mission, objectives and values for
the Company; laying down strategic road map for the Company & annual plans; growth attained by the
Company; providing leadership and directions to the Company and employees; effectiveness in ensuring
statutory compliances and discharging its duties / responsibilities towards all stakeholders; Identification,
monitoring & mitigation of significant corporate risks; composition of various committees, laying down terms
of reference and reviewing committeeâs working etc.

ii) Performance evaluation criteria for Executive Directors inter alia include: level of skill, knowledge and core
competence; performance and achievement vis-a-vis budget and operating plans; effectiveness towards
ensuring statutory compliances; discharging duties/responsibilities towards all stakeholders;
reviewing/monitoring Executive management performance, adherence to ethical standards of integrity &
probity; employment of strategic perception and business acumen in critical matters etc.

iii) Performance of Independent Directors is evaluated based on: objectivity & constructively while exercising
duties; providing independent judgment on strategy, performance, risk management and Boardâs deliberations;
devotion of sufficient time for informed decision making; exercising duties in bona fide manner; safeguarding
interests of all stakeholders, particularly minority shareholders; upholding ethical standards of integrity &
probity; updating knowledge of the Company & its external environment etc.,

iv) Committees of the Board are evaluated for their performance based on: effectiveness in discharging duties and
functions conferred; setting up and implementation of various policies, procedures and plans, effective use of
Committeeâs powers as per terms of reference, periodicity of meetings, attendance and participation of
committee members; providing strategic guidance to the Board on various matters coming under committeeâs
purview etc.,

(e) REMUNERATION POLICY FOR DIRECTORS :

The Committee has formulated Policy for Remuneration of Directors, Key Management Personnel and other
employees. As per the Policy, remuneration to Non-executive Independent Directors include:

a. Sitting Fees for attending meetings of the Board as well as Committees of the Board as decided by the Board
within the limits prescribed under the Companies Act.

b. Travelling and other expenses they incur for attending to the Companyâs affairs, including attending Committee

and Board Meetings of the Company.

â¢ REMUNERATION TO EXECUTIVE DIRECTORS :

The appointment and remuneration of Executive Directors including Managing Director, Joint Managing Director
and Whole Time Director is governed by the recommendation of the Remuneration and Nomination Committee,
resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of
Whole Time Director, comprises of salary, perquisites, allowances and other retirement benefits as approved by
the shareholders at the General Meetings of the Company.

â¢ REMUNERATION TO NON-EXECUTIVE DIRECTORS :

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules,
2014 are not applicable to the Company during the year.

REPORT ON CORPORATE GOVERNANCE :

As per regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate
Governance Report with auditorsâ certificate thereon shall not be mandatory for the Company for the reporting
period.

VIGIL MECHANISM :

The Company has set up vigil mechanism to enable the employees and Directors to report genuine concerns and
irregularities, if any in the Company, noticed by them. The Whistle Blower Policy/ vigil mechanism (as amended)
has been posted on the Website of the Company i.e., www.capol.in

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

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

AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year
under review

AUDITORS :

i. STATUTORY AUDITORS :

M/s. Nataraja Iyer & Co., Chartered Accountants were appointed as Statutory Auditors of your Company at the
Annual General Meeting held on 19-09-2022, for second term of five consecutive years. The Company has
received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with
the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of
the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Auditorsâ Report on the financial statements of the Company for the financial year ended March 31, 2025 is
unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is
enclosed with the financial statements forming part of the annual report.

ii. SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has engaged services of
M/s. K. Srinivasa Rao & Co, Company Secretaries in Practice, Guntur to conduct the Secretarial Audit of the
Company for the financial year ended March 31, 2025. The detailed reports on the Secretarial Standards and
Secretarial Audit in Form MR- 3 are appended as an Annexure III to this Report. There were no qualifications,
reservations or adverse remarks given by Secretarial Auditors of the Company.

iii. COST AUDITORS :

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit
Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants
(Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending
31st March, 2025. The Company has received their written consent that the appointment will be in accordance
with the applicable provisions of the Act and rules framed thereunder

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit
Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants
(Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending
31st March, 2026.Members are requested to consider the ratification of the remuneration payable to M/s. Jithendra
Kumar & Co, Cost Accountants (Firm Registration No. 103347) for the year ending 31st March, 2026,
Vijayawada as has been set out in the Notice of the 49 TH AGM of the Company.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of
Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained
such cost accounts and records.

COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, Cost Audit is Applicable to the company for the financial year 2024-25.
M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada has carried cost audit
of the company for the financial year 2024-25.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN HIS REPORT:

The Cost Auditorâs report for the year ended 31.03.2025 does not make any qualification, reservation or adverse
remark or disclaimer in their report.

REPORTING OF FRAUDS BY AUDITORS :

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under
Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND
THE DATE OF THE REPORT :

There have been no material changes and commitments, which affect the financial position of the company which
have occurred between the end of the financial year 31.03.2025 to which the financial statements relate and the
date of this Report.

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

The information required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule
8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2025 is given herein and forms part
of the Boardâs Report (Annexure - II).

PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report in
Annexure -IV. There were no employees in the Company as per Rule 5(2) of Chapter XIII, the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCE :

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

RISK MANAGEMENT :

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

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations.
The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient
conduct of business operations.

The Internal Control System of the Company has been designed to provide for:

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

? Adherence to applicable Accounting Standards and Policies.

? Compliance with applicable statutes, policies and management policies and procedures.

? Effective use of resources and safeguarding of assets

The Company has allocated âPERAKAM ASSOCIATESâ as Internal Auditors of the Company for the Financial
Year 2024-25. The Audit Committee in consultation with the Internal Auditors formulates the Scope, functioning,
periodicity and methodology for conducting the internal audit. The internal auditors carryout audit, covering inter
alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations and submit their periodical
internal audit reports to the Audit Committee. The internal auditors have expressed that the internal control system
in the Company is effective. The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and that such systems are adequate and operating effectively.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Your directors confirm that the Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. Your directors confirmed that the
Company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year
Company has not received any complaint of harassment.

(a)		A statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013	The Company has constituted an Internal Complaints Committee. Regular monitoring is ensured by the committee. During the year under review, no complaint was filed under the aforesaid Act.
	(i)	Number of Sexual Harassment Complaints received	NIL - since no cases during the year
	(ii)	Number of Sexual Harassment Complaints disposed off	NIL - since no cases during the year
	(iii)	Number of Sexual Harassment Complaints pending beyond 90 days	NIL - since no cases during the year

(j) Number of employees as on the closure of financial year:

Female	4
Male	108
Transgender	0

AFFIRMATION ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with the provisions introduced under the Companies (Accounts) Second Amendment Rules, 2025,
the Board of Directors hereby affirms that the Company has duly complied with all applicable requirements under
the Maternity Benefit Act, 1961, as amended.

The Company remains steadfast in its commitment to fostering an equitable, inclusive, and legally compliant
workplace. In furtherance of this, all benefits mandated under the Actâsuch as paid maternity leave, medical
bonus, prescribed nursing breaks, and provision of creche facilities in eligible establishmentsâhave been
implemented in both letter and spirit.

The Board recognizes that adherence to the Maternity Benefit Act is not merely a statutory obligation, but also a
reflection of the Companyâs broader ethos of safeguarding employee welfare, promoting work-life balance, and
supporting women in the workforce through all stages of maternity and motherhood.

UNSECURED LOANS RECEIVED FROM DIRECTORS DURING THE YEAR 2024-25 :

During the year 2024-25, the Company not received any loan from any Director.

S.No	Name of the Director	Amount Received during the year
1.	NIL	Nil

PUBLIC DEPOSITS :

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

The Company has not invited or accepted any deposits from the public or its members;

i. No amount has been received by the Company that would be classified as a âdepositâ under the said
provisions;

ii. There were no outstanding deposits as on the date of the Balance Sheet;

iii. There has been no default in repayment of deposits or in payment of interest thereon;

iv. The Company has not accepted any deposit in contravention of the provisions of the Companies Act,
2013 and the Rules made thereunder.

Accordingly, the disclosure requirements under Rule 8 of the Companies (Accounts) Rules, 2014 are not
applicable to the Company for the year under review.

REGISTRARâS AND SHARE TRANSFER AGENTS:

Registrar and Share Transfer Agents of the Company are M/s Bigshare Services Private Limited, 306, 3rd Floor,
Right Wing, Amrutha Ville, Opp. Yashodha Hospital, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082.

SECRETARIAL STANDARDS :

The Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate
and operating effectively.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF :

Pursuant to the provisions of section 124 of the Companies Act, 2013, the declared dividends which remained
un-paid or un-claimed for a period of seven years, have been transferred by the company to the Investor Education
and Protection Fund (IEPF) established by the Central Government.

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

Dividend Year	Date of Declaration of Dividend	Due date for transfer to IEPF
2020-21	16-09-2021	16-10-2027
2021-22	19-09-2022	19-10-2028
2023-24	12-08-2024	12-09-2030

Transfer to Investor Education and Protection Fund: (a) Transfer of unclaimed dividend Members are hereby
informed that under the Act, the Company is required to transfer the dividend which remains unpaid or unclaimed
for a period of seven consecutive years or more, to the credit of the Investor Education and Protection Fund
(âIEPFâ) accordingly.

Transfer of shares to IEPF pursuant to the provisions of Section 124 and 125 of the act read with the IEPF Rules,
all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more
shall be transferred to the demat account of the IEPF Authority as notified by the MCA. During the year, the
Company has not transferred any Equity Shares to the demat account of the IEPF Authority.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR :

LIST OF CORE SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORS
AS REQUIRED IN THE CONTEXT OF ITS BUSINESS(ES) AND SECTOR(S) FOR IT TO FUNCTION

FFFF.rTTVF.T.V A N H THOSF ATTUAI I V A VATT ART F WTTTI TTIF ROARIV

S. No.	Name of the Director	Special Knowledge / Practical Experience / Skills / Expertise / Competencies	Other Skills
1.	Mr. Meadem Sekhar	Special Knowledge / Practical Experience /Skills / Expertise / Competencies in Policy Making, Finance Business Strategy, Risk Management, Corporate Governance, value Creation, Marketing, Stakeholder management, operations and process Optimization	Work, Health, safety, Information, Technology
2.	Mr. Maddi Venkateswara Rao	Special Knowledge / Practical Experience /Skills / Expertise / Competencies in Policy Making, Finance Business Strategy, Risk Management, Corporate Governance, value Creation, Marketing, Stakeholder management, operations and process Optimization	Work, Health, safety, Information, Technology
3.	Mrs. Bhargavi Vangala	Special Knowledge / Practical Experience / Skills / Expertise / Competencies in Acounting Finance, Taxation, Finance, Strategy, Risk Management, and Corporate laws and Corporate governance	Work, Health, safety, Information, Technology
4.	Mrs. Maddula Durga Sushma	Special Knowledge / Practical Experience / Skills / Expertise / Competencies in Acounting Finance, Taxation, Finance, Strategy, Risk Management, and Corporate laws and Corporate governance	Work, Health, safety, Information, Technology
5.	Mrs. Dr. S. Anitha Devi	Special knowledge / Practical Experience / Skills / Expertise / Competencies, HR management, Risk Management, Operations and marketing Management and Corporate laws and Corporate governance	Work, Health, safety, Information, Technology

SHIFTING OF REGISTERED OFFICE :

During the year under review, the Company filed a petition before the Regional Director, South Eastern Region
(RD, SER), Hyderabad, seeking approval for the shifting of its registered office from the State of Telangana
(Hyderabad) to the State of Andhra Pradesh under the provisions of Section 12(5) of the Companies Act, 2013.
The said petition was duly approved by the Regional Director vide order dated 08th April 2025.

Pursuant to the approval granted, the registered office of the Company was shifted from State of Telangana i.e
12-B, Skylark Apartments, Basheerbagh, Hyderabad TG 500029 to CAPOL Factory Premises, D.NO.5/01, Main
Road, Jandrapet, Chirala Mandal, Bapatla District-523165 Andhra Pradesh with effect from 28th April 2025. All
statutory records and correspondence are now being maintained at the new registered office address in Andhra
Pradesh.

APPRECIATIONS AND ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the continued co-operation received from Canara
Bank, Financial Institutions, Stock Exchanges, Government Authorities, Customers, Vendors and Stakeholders
during the year under review.

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication
and commitment. The Board places on record its appreciation for the support and co-operation your Company has
been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its
trading partners. It will be your Companyâs endeavor to build and nurture strong links with the trade based on
mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

By Order of the Board of Directors
For Coromandel Agro Products and Oils Limited

Sd/-

(Meadem Sekhar)

Whole Time Director & CEO
(DIN: 02051004)

Sd/-

(Maddi Venkateswara Rao)

Place : CHILAKALURIPET Director

Date : May 28, 2025. (DIN: 00013393)

Mar 31, 2024

Your Directors have pleasure in presenting the 48^th Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL PERFORMANCE:

Summary of Financial performance of the Company for the Financial Year 2023-24 is depicted below:
STANDALONE (Rs.)

Statement Of Profit & Loss Account	IND AS
Statement Of Profit & Loss Account	2023-24	2022-23	2021-22
Sales (other than GST)	1,83,24,03,325	1,28,60,55,437	2,11,93,39,683
Other Income	26,47,570	23,43,536	53,05,390
Interest	92,78,746	28,03,146	21,20,136
Profit /(Loss) Before Taxation	1,76,44,103	(2,28,65,594)	9,72,80,994
Profit /(Loss) After Taxation	1,30,11,166	(1,96,04,298)	6,81,53,193
Earnings Per Share of Rs. 10/-	16.47	-	86.27
Dividend Per Share of Rs.10/-	1.00	-	2.50

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK:

Your Directors Report the performance during the period under review :

The overall performance of the company is better in spite of low yielding cotton seed and global uncertainty.
This is due to improved procurement of cotton seed through electronic auctions conducted by Cotton
Corporation of India (CCI) which paved for better utilization processing capacity during FY2023-24. The
company could process 60,516 MT (35,121 MT in the previous year) and yields were low compared to last year.
However the company could realize better prices for oils and other products and made bottom line look healthy.

The Company is looking forward for export of cotton linters which has sluggish demand from Chinese market.
Even Hulls, de-oiled cakes have moderate demand where prices are highly competitive with low margins. In
spite of the above challenges, the company could achieve a turnover of Rs.18,324.03 Lakhs as against
Rs.12,860.55 Lakhs in the previous year and a net profit of Rs.130.11 Lakhs as against net loss of Rs.228.66
Lakhs in the previous year.

Wind Turbine Generators could contribute an income of Rs.36.32 Lakhs as against Rs.33.47 Lakhs in previous
year.

FUTURE OUT LOOK

The company is planning to open more seed procurement centers in Telangana, where production of cotton crop
is likely to be more.

The company is looking forward for alternative markets for cotton linters in view of war tensions in Israel,
Egypt, Iran, Russia and Ukraine countries.

Government of India is also proposing to levy import duty on oil imports so as to encourage the domestic
farmers to improve the oil seeds cultivation and to augment edible oil production to cater the huge demand in
domestic market.

As the weather forecast given by IMD is very positive in cotton growing areas, which may help to yield better
volumes and improve the availability of cotton seeds. Your Directors are optimistic in utilising the full
production capacities to ensure better working results in the ensuing years.

EXPORT AND FOREIGN EXCHANGE EARNINGS:

Your Directors wish to inform that the Company has exported 2962.540 M.T. of Cotton Linters worth Rs.
786.79 lakhs during the year under review as against 202.730 M.T. of Cotton Linters Rs. 47.99 lakhs in the
previous year.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is
available on the Companyâs website at www.capol.in.

DIVIDEND:

The Board has recommended a Dividend during the year for the financial year 2023-24. The Directors are
pleased to recommend a dividend of '' 1.00 per share (i.e. 10%) on the Equity Shares of the Company of
Rs.10/- each for the year ended March 31, 2024. If the dividend, as recommended above, is declared by the
Members at the ensuing Annual General Meeting (âAGMâ), the total outflow of cash towards dividend on
Equity Shares for the year would be '' 7,90,000/-.

CHANGES IN SHARE CAPITAL:

During the current financial year, there is no change occurred in the capital Structure of the company.
MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as required under regulation 34 of the SEBI (LODR)
Regulations 2015, forms part of the Annual Report as ANnExURE NO : V at Page No.37

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

NAMES OF THE PERSONS WHO HAVE BEEN APPOINTED / CEASED TO BE DIRECTORS
AND/OR KEY MANAGERIAL PERSONNEL OF THE COMPANY:

i) DURING THE YEAR:-

i. During the year Mr. Maddi Venkateswara Rao (DIN- 00013393), reappointed under retire by rotation
under Article 122 of the Articles of Association of the Company in the 47th AGM of the company.

ii. During the year Mr. Maddi Ramesh (DIN- 00013394), reappointed under retire by rotation under
Article 122 of the Articles of Association of the Company in the 47th AGM of the company.

iii. Re-Appointment of Whole Time Director, CEO & KMP:- During the year Subject to approval of
shareholders at this ensuing Annual General Meeting of the company, the Board has re-appointed Sri.
Meadem Sekhar (DIN: 02051004) as a Whole Time Director, CEO & KMP of the company with
effect from 01-04-2024 for a period of five years i.e., 01.-04-2024 to 31-03-2029.

iv. During the year Sri Vadlamani Venkata Subramanya Ravi has completed his tenure as an independent
Director with effect from 31.03.2024.

v. During the year Sri Vadlamani Venkata Subramanya Ravi has been appointed as Additional Director
under Non executive and Non Independent Category with effect from 01-04-2024, and the said
appoint shall be subject to the approval of the shareholders in the ensuing Annual General meeting of
the Company by way of Special Resolution.

ii) AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT:- NIL

DIRECTORS LIABLE TO RETIRE BY ROTATION AT THE ENSUING ANNUAL GENERAL
MEETING:

1. Mr. Mr. Maddi Venkateswara Rao (DIN- 00013393), retire by rotation under Article 122 of the Articles of
Association of the Company and being eligible, offer himself for reappointment as Director. The Board
recommends his reappointment.

2. Mr. Maddi Ramesh (DIN- 00013394), retire by rotation under Article 122 of the Articles of Association of
the Company and being eligible, offer himself for reappointment as Director. The Board recommends his
reappointment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS:

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all
the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members. The criteria for performance evaluation of the Board included aspects such as Board
composition and structure, effectiveness of Board processes, contribution in the long term strategic planning,
etc. The criteria for performance evaluation of the Committees included aspects such as structure and
composition of Committees, effectiveness of Committee meetings etc. The above criteria for evaluation was
based on the Guidance Note issued by SEBI.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and
performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account
the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the
Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the
meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the
performance of the Board and its Committees, was also discussed. Significant highlights, learning and action
points with respect to the evaluation were discussed by the Board.

Sl. No Particulars

i. Observations of board evaluation carried out for the year : NONE

ii. Previous yearâs observations and actions taken : NONE

iii. Proposed actions based on current year observations : NONE

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

In terms with Section 149 (7) of the Companies Act, 2013, all the Independent Directors of the Company have
declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013
Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015. In the opinion of the Board, they fulfil the
conditions of independence as specified in the Act and the Rules made thereunder and are independent of the
management.

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

During the year under review, two meetings of Independent Directors was held on 10.02.2024 & 26.03.2024 in
compliance with the requirements of Schedule IV of the Companies Act, 2013. Two independent directors
viz., Mr. V.V.S.Ravi and Mrs. R Lakshmi Sarada, have attended to the meeting held by them on 10.02.2024
and Three independent directors viz., Mr. V.V.S.Ravi, Mrs. R Lakshmi Sarada and Mr. Lakkaraju Shyam
Prasad, have attended to the meeting 26.03.2024. The Independent Directors at their meeting, inter alia,

reviewed the Performance of Non-Independent Directors and Board as a whole performance of the Chairperson
of the Company, taking into account the views of Executive Director and Non-Executive Directors. Assessed
the quality, quantity and timeliness of flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform their duties.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2023-24, Five (5) Meetings of the Board of Directors of the Company were held as
prescribed under the Act.

Board Meetings

S. No.	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended
1.	26.05.2023	6	6
2.	11.08.2023	6	5
3.	10.11.2023	6	4
4.	12.02.2024	6	5
5.	27.03.2024	6	6

A. Attendance of Directors

S. No.	Name of the Director	Number of Meetings which were entitled to attend	Number of Meetings Attended
1.	Mr. Meadem Sekhar	5	5
2.	Mr. Maddi Venkateswara Rao	5	4
3.	Mr. Maddi Ramesh	5	4
4.	Mr. Vadlamani Venkata Subramanya Ravi	5	4
5.	Mrs. Rallabandi Lakshmi Sarada	5	5
6.	Mr. Lakkaraju Shyam Prasad	5	4

GENERAL MEETINGS :

During the Financial Year 2023-24, 47^th Annual General Meeting of the Company was held on 25.09.2023.
Except the 47^th Annual General Meeting, no other meeting of the members was held in financial year 2023-24.

Type of Meeting	Date of Meeting	Total No. of members entitled to attend	Attendance
			No. of members attended	% of total shareholding
Annual General Meeting	25-09-2023	113	17	69.80

DIRECTORS RESPONSIBILITY STATEMENT :

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

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there
are no material departures from the same;

b) the Directors have selected sound accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on
that date;

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

d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

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

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

AUDIT COMMITTEE :

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

The Terms of Reference of this committee cover the matters specified for Audit Committee under Section 177

of the Companies Act, 2013, and as follows:

a. Oversight of the Companyâs financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.

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

c. Reviewing with management the annual financial statements before submission to the Board,
focusing primarily on:

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditorsâ Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

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

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

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

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

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

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

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

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

As on 31^st March, 2024, The Audit Committee comprises of Three Independent cum Non-Executive Directors.

The committee comprises as follows:

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

During the year, the Audit Committee was constituted under Section 177 of the Companies Act, 2013 and its
meetings were held five times during the year ended March 31, 2024.

Audit Committee Meetings

S.	Date of meeting	Total Number of Directors	Number of Directors
No	Date of meeting	as on the date of meeting	attended
1.	25.05.2023	3	3
2.	10.08.2023	3	3
3.	09.11.2023	3	2
4.	10.02.2024	3	2
5.	26.03.2024	3	3

Attendance of Audit Committee Members

S. No	Name of the Director	No of Meetings which were entitled to attend	No. of Meetings Attended
1.	Mr. Vadlamani Venkata Subramanya Ravi	5	4
2.	Mrs. Rallabhandi Lakshmi Sarada	5	5
3.	Mr. Lakkaraju Shyama Prasad	5	4

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION :

The current policy is to have an appropriate mix of executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on March 31, 2024,
the Board consists of six members, three of whom are independent directors. The Board periodically evaluates
the need for change in its composition and size.

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3)
of section 178 of the Companies Act, 2013, adopted by the Board is recommended by the Nomination and
Remuneration Committee. We affirm that the remuneration paid to the directors is as per the terms laid out in
the nomination and remuneration policy of the Company.

NOMINATION AND REMUNERATION COMMITTEE :

(a) TERMS OF REFERENCE :

The Company had constituted the Nomination and Remuneration Committee under Section 178 of the
Companies Act, 2013. The scope of the Committee also includes matters which are set out in SEBI (LODR)
Regulations, 2015 and the rules made there under, as amended from time to time. The broad terms of reference
are to determine and recommend to Board, appraisal of the performance of the Managing Directors/Whole-time
Directors and to determine and advise the Board for the payment of annual commission/compensation to the
Non-Executive Director and to recommend to the Board appointment/reappointment and removal of Directors.
To frame criteria for determining qualifications, positive attributes and Independence of Directors and to create
an evaluation framework for Independent Directors and the Board.

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

The Nomination and Remuneration Committee comprises of total three Non-Executive Directors cum
Independent Directors and it meets three times in the year.

The committee comprises as follows:

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

The Committee held three meetings during the year ended March 31, 2024.

Nomination and Remuneration Committee meetings

S. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended
1.	10-08-2023	3	3
2.	10-02-2024	3	2
3.	26-03-2024	3	3

Attendance of Nomination and Remuneration Committee members

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

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

The committee comprises as follows:

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

The Committee held two meetings during the year ended March 31, 2024.
Independent Directors Committee meeting

Date of meeting

Total Number of directors
as on the date of meeting

Number of directors attended

10-02-2024

26-03-2024

Attendance of Independent Directors Committee members

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

(c) SELECTION AND EVALUATION OF DIRECTORS :

The Board has based on recommendations of the Nomination and Remuneration Committee, laid down
following policies:

1. Policy for Determining Qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directorsâ Evaluation

(d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS :

Based on the criteria laid down in the Policy for evaluation of Board and Independent Directors, the Board
carried out the annual performance evaluation of Board Committees and the Independent Directors, whereas at a
separate meeting, Independent Directors evaluated the performance of Executive Directors, Board as a whole
and of the Chairman. Nomination and Remuneration Committee also evaluated individual directorsâ
performance.

i) As per the said Policy, evaluation criteria for evaluation Board inter alia covers: Composition in light of
business complexities and statutory requirements; establishment of vision, mission, objectives and values for
the Company; laying down strategic road map for the Company & annual plans; growth attained by the
Company; providing leadership and directions to the Company and employees; effectiveness in ensuring
statutory compliances and discharging its duties / responsibilities towards all stakeholders; Identification,
monitoring & mitigation of significant corporate risks; composition of various committees, laying down
terms of reference and reviewing committeeâs working etc.

iii) Performance of Independent Directors is evaluated based on: objectivity & constructivity while exercising
duties; providing independent judgment on strategy, performance, risk management and Boardâs
deliberations; devotion of sufficient time for informed decision making; exercising duties in bona fide
manner; safeguarding interests of all stakeholders, particularly minority shareholders; upholding ethical
standards of integrity & probity; updating knowledge of the Company & its external environment etc.,

iv) Committees of the Board are evaluated for their performance based on: effectiveness in discharging duties
and functions conferred; setting up and implementation of various policies, procedures and plans, effective
use of Committeeâs powers as per terms of reference, periodicity of meetings, attendance and participation of
committee members; providing strategic guidance to the Board on various matters coming under
committeeâs purview etc.,

(e) REMUNERATION POLICY FOR DIRECTORS :

The Committee has formulated Policy for Remuneration of Directors, Key Management Personnel and other
employees. As per the Policy, remuneration to Non-executive Independent Directors include:

a. Sitting Fees for attending meetings of the Board as well as Committees of the Board as decided by the Board
within the limits prescribed under the Companies Act.

b. Travelling and other expenses they incur for attending to the Companyâs affairs, including attending
Committee and Board Meetings of the Company.

â¢ REMUNERATION TO EXECUTIVE DIRECTORS :

The appointment and remuneration of Executive Directors including Managing Director, Joint Managing
Director and Whole Time Director is governed by the recommendation of the Remuneration and Nomination
Committee, resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration
package of Whole Time Director, comprises of salary, perquisites, allowances and other retirement benefits as
approved by the shareholders at the General Meetings of the Company.

â¢ REMUNERATION TO NON-EXECUTIVE DIRECTORS :

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules,
2014 are not applicable to the Company during the year.

REPORT ON CORPORATE GOVERNANCE :

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance
Report with auditorsâ certificate thereon shall not be mandatory for the Company.

VIGIL MECHANISM :

The Company has set up vigil mechanism to enable the employees and Directors to report genuine concerns and
irregularities, if any in the Company, noticed by them. The Whistle Blower Policy/ vigil mechanism (as
amended) has been posted on the Website of the Company i.e., www.capol.in

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

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

AMOUNTS TRANSFERRED TO RESERVES :

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year
under review

AUDITORS :

i. STATUTORY AUDITORS :

The Auditorsâ Report on the financial statements of the Company for the financial year ended March 31, 2024 is
unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is
enclosed with the financial statements forming part of the annual report.

ii. SECRETARIAL AUDITORS :

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has engaged services of
M/s. K. Srinivasa Rao & Co, Company Secretaries in Practice, Guntur to conduct the Secretarial Audit of the
Company for the financial year ended March 31, 2024. The detailed reports on the Secretarial Standards and
Secretarial Audit in Form MR- 3 are appended as an Annexure III to this Report. There were no qualifications,
reservations or adverse remarks given by Secretarial Auditors of the Company.

iii. COST AUDITORS :

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit
Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants
(Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending
31st March, 2024. The Company has received their written consent that the appointment will be in accordance
with the applicable provisions of the Act and rules framed thereunder

Members are requested to consider the ratification of the remuneration payable to M/s. Jithendra Kumar & Co,
Cost Accountants (Firm Registration No. 103347), Vijayawada as has been set out in the Notice of the 48 TH
AGM of the Company.

MAINTENANCE OF COST RECORDS :

The Company is required to maintain cost records as specified by the Central Government under sub -section (1)
of Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has made and
maintained such cost accounts and records.

COST AUDIT :

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, Cost Audit is Applicable to the company for the financial year 2023-24.
M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada has carried cost
audit of the company for the financial year 2023-24.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN
HIS REPORT :

The Cost Auditorâs report for the year ended 31.03.2024 does not make any qualification, reservation or
adverse remark or disclaimer in their report.

REPORTING OF FRAUDS BY AUDITORS :

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND
THE DATE OF THE REPORT :

There have been no material changes and commitments, which affect the financial position of the company
which have occurred between the end of the financial year 31.03.2024 to which the financial statements relate
and the date of this Report.

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

The information required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is given herein and
forms part of the Boardâs Report (Annexure - II).

PARTICULARS OF EMPLOYEES :

HUMAN RESOURCE :

RISK MANAGEMENT :

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

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Internal Control System of the Company has been designed to provide for:

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

? Adherence to applicable Accounting Standards and Policies.

? Compliance with applicable statutes, policies and management policies and procedures.

? Effective use of resources and safeguarding of assets.

The Company has allocated Mr. P.L. Ranganadh and Mr. V.H. Guptha, as Internal Auditors of the Company for
the Financial Year 2023-24. The Audit Committee in consultation with the Internal Auditors formulates the
Scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors
carryout audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control
systems in the Company, its compliance with operating systems, accounting procedures and policies at all
locations and submit their periodical internal audit reports to the Audit Committee. The internal auditors have
expressed that the internal control system in the Company is effective. The Board has also put in place requisite
legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate
and operating effectively.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Your directors confirm that the Company has adopted a policy for prevention of Sexual Harassment of Women
at workplace and has set up Committee for implementation of said policy. Your directors confirmed that the
Company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year
Company has not received any complaint of harassment.

UNSECURED LOANS RECEIVED FROM DIRECTORS DURING THE YEAR 2023-24 :

During the year 2023-24, the Company not received any loan from any Director.

S.No	Name of the Director	Amount Received during the year
1.	NIL	Nil

PUBLIC DEPOSITS :

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

REGISTRARâS AND SHARE TRANSFER AGENTS:

SECRETARIAL STANDARDS :

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF :

Pursuant to the provisions of section 124 of the Companies Act, 2013, the declared dividends which remained
un-paid or un-claimed for a period of seven years, have been transferred by the company to the Investor
Education and Protection Fund (IEPF) established by the Central Government.

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

Dividend Year	Date of Declaration of Dividend	Due date for transfer to IEPF
2020-21	16-09-2021	16-10-2027
2021-22	19-09-2022	19-10-2028

Transfer to Investor Education and Protection Fund: (a) Transfer of unclaimed dividend Members are hereby
informed that under the Act, the Company is required to transfer the dividend which remains unpaid or
unclaimed for a period of seven consecutive years or more, to the credit of the Investor Education and Protection
Fund (âIEPFâ). Accordingly, a Final Dividend for FY 2015-16 declared during the FY 2015-16 which remained
unpaid or unclaimed was transferred to IEPF Authority in FY 2023-24.

Transfer of shares to IEPF pursuant to the provisions of Section 124 and 125 of the act read with the IEPF
Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or
more shall be transferred to the demat account of the IEPF Authority as notified by the MCA.

During the year, the Company has transferred 1,150 Equity Shares of face value of Rs.10/- each to the demat
account of the IEPF Authority. The Company had sent individual notice to all the Members whose shares were
due to be transferred to the IEPF Authority and had also published newspaper advertisement in this regard. The
details of such dividends/shares transferred to IEPF are uploaded on the website of the Company at
www.capol.in.

APPRECIATIONS AND ACKNOWLEDGEMENTS :

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication
and commitment. The Board places on record its appreciation for the support and co-operation your Company
has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its
trading partners. It will be your Companyâs endeavor to build and nurture strong links with the trade based on
mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

By Order of the Board of Directors
For Coromandel Agro Products and Oils Limited

Sd/-

(Meadem Sekhar)
Whole Time Director & CEO
(DIN: 02051004)

Sd/-

(Maddi Venkateswara Rao)

Place : CHILAKALURIPET Director

Date : May 29, 2024. (DIN: 00013393)

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 39th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

The Financial performance of the Company for the Financial Year 2014-15 is summarised in the following table:

(Amount in Rupees) Year Ended Year Ended Particulars 31-03-2015 31-03-2014 (Rs.) (Rs.)

Revenue from operations 1,313,478,932 1,258,279,733

Other income 7,493,877 2,920,041

Operating Expenditure 1,287,747,236 1,222,224,894

Profit before Interest, Depreciation & Tax 33,225,573 38,974,880

Depreciation 9,328,319 7,840,502

Interest 23,701,682 16,550,246

Profit before tax 195,572 14,584,132

Provision for income tax

i) Current year Tax - (5,700,000)

ii) Deferred Tax 1,247,379 959,629

Profit after tax 1,442,951 9,843,761

Profit/ (Loss) Brought forward from 84,653,968 75,965,533 previous years

Profit/ (Loss) Carry forward to Balance Sheet 86,096,919 84,653,968

Earnings per share (Basic/ Diluted) 1.83 12.46

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :

The Company passed through a critical phase during the year under review in view of recession in the global economy, which resulted in steep fall in edible oil and cotton linter international market prices, especially in U.S.A and China.

Bi-furcation of united Andhra Pradesh into two states i.e Telangana and Andhra Pradesh caused an additional burden of interstate Sales Tax on the goods brought from Telangana to Andhra Pradesh ginners and in turn they passed on proportionate burden even on cotton seeds also. Further, the Government of India announced higher minimum support price for cotton procurement which caused substantial increase in cotton seed prices. Due to carried over accumulated stocks, hike in raw material prices, the interest cost is higher when it is compared to that of previous year.

In spite of various adverse factors, the Company in the year under review processed 70437.741 MT of cotton seed as against 64,324 MT in the previous year. Due to hike in raw material prices, the Company earned this year only a net profit before tax of Rs. 1.96 Lakhs as against ' 145.84 Lakhs in the previous year.

EXPORT AND FOREIGN EXCHANGE EARNINGS :

Your Directors wish to inform that the Company has exported 3,985.480MT of Cotton Linters worth ' 805.84 lakhs during the year under review as against 3,814.234 MT worth ' 845.26 lakhs in the previous year. The company also exported 1,020.240 M.T of Cottonseed Hulls worth ' 103.58 lakhs during the year under review as against 1,063.233 M.T. Worth Rs. 102.09 lakhs in the previous year.

PROSPECTS :

As the weather forecast given by the experts is very positive in cotton growing areas, which may yield better volumes and further the prices yield to cotton growers we highly remunerative during the previous crop year, the acreage under cotton cultivation may also likely to go up and thereby the availability of raw material may also get improved and as such your Directors are optimistic in utilizing the full production capacities to ensure better working results in the ensuing years.

EXTRACT OF ANNUAL RETURN :

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

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

Mr. Lakkaraju Shyama Prasad (DIN: 07151102) and Mrs. Rallabhandi Lakshmi Sarada (DIN: 07140433) were appointed as Additional Directors during the year, whose term of office expires at this Annual General Meeting, they being eligible offer themselves for reappointment. Separate notices under the various provisions of Companies Act, 2013 have been received from the members of the Company proposing the aforesaid appointments. The Board considers that that Mrs. Rallabhandi Lakshmi Sarada and Mr. Lakkaraju Shyama Prasad, fulfills the conditions specified in the Companies Act, 2013 for appointment as an Independent Directors of the Company. The Board recommends their reappointment.

Mr. Maddi Venkateswara Rao, Managing Director tendered his resignation for the post of Managing Director as he got tied up with other activities and businesses and requested the Board to relieve from Managing Director duties. Board accepted and relieved him from his duties w.e.f 1st April, 2015 and Board also promoted Mr. Maddi Ramesh, Executive Director, as Managing Director with effect from 01st April, 2015.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2014-15, Six (6) Meetings of the Board of Directors of the Company were held viz 30th April, 2014, 30th May, 2014, 11th August, 2014, 14th November, 2014, 13th February, 2015 and 19th March, 2015, with a gap between not exceeding the period of 120 days as prescribed under the Act.

DIRECTORS RESPONSIBILITY STATEMENT :

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

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a Âgoing concern' basis;

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

During the year under review, one meeting of Independent Directors was held on 19 th March, 2015 in compliance with the requirements of Schedule IV of the Companies Act, 2013.

All the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in status of Independence

AUDIT COMMITTEE:

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

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

a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

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

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

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditors' Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

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

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

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

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

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

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

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

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

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

As on 31st March, 2015, The Audit Committee comprises of Three Independent cum Non-Executive Directors. The committee comprises as follows:

Directors Chairman/ Member Category

Mr.Vadlamani Venkata Subramanya Ravi Chairman I & NED

Mrs. Rallabhandi Lakshmi Sarada Member I & NED

Mr. Lakkaraju Shyama Prasad Member I & NED

During the year, the Audit Committee was constituted under Section 177 of the Companies Act, 2013 and its meetings and attendance shall be as per the terms of reference.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of six members, three of whom are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of section 178 of the Companies Act, 2013, adopted by the Board is recommended by the Nomination and Remuneration Committee. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

NOMINATION AND REMUNERATION COMMITTEE :

(a) TERMS OF REFERENCE :

The Company had constituted the Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013. The broad terms of reference are to determine and recommend to Board, Compensation payable to Executive Directors, appraisal of the performance of the Managing Directors / Whole-time Directors and to determine and advise the Board for the payment of annual commission/compensation to the Non-Executive Director and to recommend to the Board appointment/ reappointment and removal of Directors. To frame criteria for determining qualifications, positive attributes and Independence of Directors and to create an evaluation framework for Independent Directors and the Board.

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

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

The committee comprises as follows: Directors Chairman/ Member Category

Mr.Vadlamani Venkata Subramanya Ravi Chairman I & NED

Mrs. Rallabhandi Lakshmi Sarada Member I & NED

Mr. Lakkaraju Shyama Prasad Member I & NED

(c) SELECTION AND EVALUATION OF DIRECTORS :

The Board has based on recommendations of the Nomination and Remuneration Committee, laid down following policies:

1. Policy for Determining Qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directors' Evaluation

(d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS :

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

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

ii) Performance evaluation criteria for Executive Directors inter alia include: level of skill, knowledge and core competence; performance and achievement vis-a-vis budget and operating plans; Effectiveness towards ensuring statutory compliances; discharging duties/responsibilities towards all stakeholders; reviewing/monitoring Executive management performance, adherence to ethical standards of integrity & probity; employment of strategic perception and business acumen in critical matters etc.

iii) Performance of Independent Directors is evaluated based on: objectivity & constructively while exercising duties; providing independent judgment on strategy, performance, risk management and Board's deliberations; devotion of sufficient time for informed decision making; exercising duties in bona fide manner; safeguarding interests of all stakeholders, particularly minority shareholders; upholding ethical standards of integrity & probity; updating knowledge of the Company & its external environment etc.,

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

(e) REMUNERATION POLICY FOR DIRECTORS :

The Committee has formulated Policy for Remuneration of Directors, KMP & other employees. As per the Policy, remuneration to Non-executive Independent Directors include :

a. Sitting Fees for attending meetings of the Board as well as Committees of the Board as decided by the Board within the limits prescribed under the Companies Act.

b. Travelling and other expenses they incur for attending to the Company's affairs, including attending Committee and Board Meetings of the Company.

* REMUNERATION TO EXECUTIVE DIRECTORS :

The appointment and remuneration of Executive Directors including Managing Director, Joint Managing Director and Whole Time Director is governed by the recommendation of the Remuneration and Nomination Committee, resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of Managing Director, Joint Managing Director and Whole Time Director comprises of salary, perquisites, allowances and other retirement benefits as approved by the shareholders at the General Meetings of the Company.

* REMUNERATION TO NON EXECUTIVE DIRECTORS :

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

REPORT ON CORPORATE GOVERNANCE :

Your Directors are pleased to inform that as per SEBI Amended Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, compliance with the provisions of Clause 49 of Listing Agreement shall not be mandatory for the Company.

VIGIL MECHANISM:

The Company has set up vigil mechanism to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The Whistle Blower Policy/ vigil mechanism has been posted on the Website of the Company (www.mlgroup.com)

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required and the Details of Transactions with the related parties were mentioned in the Notes forming part of the Accounts.

Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status Of The Company.

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

AMOUNTS TRANSFERRED TO RESERVES

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

EQUITY DIVIDEND

During the year under review, the Company has not declared any Interim/final Dividend.

AUDITORS

A. STATUTORY AUDITORS :

M/s. A. Ramachandra Rao & Co. Chartered Accountants (Firm Registration No. 002857S), were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 11th August, 2014 for a term of one year and they are eligible for reappointment for two more years as per Section 139 of the Companies, Act 2013. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. SECRETARIAL AUDITORS :

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. K. Srinivasa Rao & Co, Company Secretaries in Practice, Guntur to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The detailed reports on the Secretarial Standards and Secretarial Audit in Form MR- 3 are appended as an Annexure III to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company except non-compliance of section 203 of the Companies Act, 2013 in respect to appointment the Company Secretary as Key Managerial Person, non-dematerialization of equity shares, non-appointment of Registrars and Share Transfer Agents and non-compliance of section 108 of the Companies Act, 2013 in respect to voting through electronic means for AGM 2013-14.

The Board has made utmost effort for appointment of the Company Secretary as KMP but not able to appoint a Company Secretary due to lack of suitability of the Candidate to the profile of the Company in terms of work location, job profile and remuneration.

The Paid-up Share Capital of the Company is Rs. 79,00,000/- (Rupees Seventy Nine Lakhs only) consisting of 7,90,000 (Seven Lakhs Ninety Thousands Only) equity shares of Rs. 10/- (Rupees Ten) each. Total membership of the Company is 310 (Three Hundred and Ten) Only. The Company has not appointed the Registrars and Share Transfer Agents (RTA) due to low capital and membership base. The Company has been maintaining this function through in-house department. Due to non appointment of RTA/ Depositories, the Company has not provided the voting through electronic means for the annual general meeting 2013-14. The Company is going to enter the agreement with the leading Registrar and Transfer Agents i.e. M/s. Bigshare Services Private Limited.

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

There are no material changes since 31st March 2015 and until the date of this report.

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

The information required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 is given here below and forms part of the Director's Report (Annexure - II)

PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report in Annexure -IV. The above information is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Managing Director at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 39th Annual General Meeting and up to the date of the Annual General Meeting during the business hours on working days.

There were no employees in the Company as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCES :

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Directors are pleased to inform that the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

RISK MANAGEMENT :

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

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Internal Control System of the Company has been designed to provide for:

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

* Adherence to applicable Accounting Standards and Policies.

* Compliance with applicable statutes, policies and management policies and procedures.

* Effective use of resources and safeguarding of assets.

The Company has appointed Mr. P.L. Ranganadh and Ms. Ganga Bhavani, as Internal Auditors of the Company. The Audit Committee in consultation with the Internal Auditors formulates the Scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carryout audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (ÂAct') and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). The Company has designated the external independent member as a Chairperson for each of the Committees which was beyond the requirements of law. No complaints were received in this regard during the year.

FIXED DEPOSITS :

Your Company has not accepted any Fixed Deposits from the Public, except some unsecured Loans brought by Promoter Directors and as such no amount on account of Principal or interest on Public Deposits was outstanding as on the date of Balance Sheet.

REGISTRAR'S AND SHARE TRANSFER AGENTS :

Your Registrar and Share Transfer Agents of the Company M/s Big share Services Private Limited, 306, 3rd Floor, Rigt Wing, Amrutha Ville, Opp. Yashodha Hospital, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082.

CASH FLOW ANALYSIS :

In conformity with the provisions of Clause 32 of the Listing agreement the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF :

Pursuant to the provisions of section 124 of the companies Act, 2013, the declared dividends which remained un paid or unclaimed for a period of seven years, have been transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

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

ACKNOWLEDGMENT :

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

By Order of the Board of Directors

Sd/- (Maddi Lakshmaiah) Place : CHILAKALURIPET Chairman Date : May 30, 2015. (DIN:00013387)

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure to present the 38th Annual Report and Audited Accounts of the Company for the year ended March 31, 2014

FINANCIAL RESULTS

For the year For the year Ended 31-03-2014 Ended 31-03-2013 in Lakhs in Lakhs

Sales and Other Income : Seed Processing 12529.31 12788.37

Wind Turbine Generators 82.69 98.02

12612.00 12886.39

Profit before Depreciation and Income Tax :

Seed Processing 252.59 312.04

Wind Turbine Generators (28.35) (21.84)

224.24 290.20

Depreciation and Income Tax :

Seed Processing 95.72 89.11

Wind Turbine Generators 39.69 39.69

135.41 128.80

Deferred Tax Expenses/(Benefit) :

Seed Processing (2.19) (2.61)

Wind Turbine Generators (7.41) 13.05

(9.60) 10.44

Net Profit /(loss) after Tax :

Seed Processing 159.06 225.54

Wind Turbine Generators (60.63) (74.58)

98.43 150.96

Add:Profit brought forward from previous year 759.66 642.38

AMOUNT AVAILABLE FOR APPROPRIATION 858.09 793.34

Dividend including Dividend Tax 11.55 13.68

Transfer to General Reserve -- 20.00

Surplus - Balance in Profit & Loss Account 846.54 759.66

DIVIDEND

Your Directors are pleased to recommend payment of dividend on equity shares at 12.50% (Rs.1.25 per equity share). The total amount of dividend outgo (including dividend tax) will be Rs.11.55 Lakhs for the financial year ended 31st March, 2014, which if approved at the ensuing 38th Annual General Meeting.

PERFORMANCE

Your Directors are pleased to inform that the company in the year under review processed 64,324 MT of cotton seed as against 70,059 MT in the previous year.

Further, the Government of India announced higher minimum support price for cotton procurement which caused substantial increase in cotton seed prices. Due to heavy rains in the cotton growing area while in sowing and harvesting periods, the moisture content was very much heavy and also caused damage to the available cotton seed which inturn affected recoveries. In view of higher raw material prices and intense competition from other states, procurement of cotton seed became difficult and could not be made in higher volumes. Due to hike in raw material prices and lower recoveries, the Company earned this year only a net profit before tax of Rs.145.84 Lakhs as against Rs.210.61 lakhs in the previous year.

PROSPECTS

As the prices yielded to cotton growers highly remunerative during the previous crop year, the acreage under cotton cultivation may likely to go up and thereby the availability of raw material may also get improved and as such your Directors are optimistic in utilizing the full production capacities to ensure better working results in the coming years.

EXPORT AND FOREIGN EXCHANGE EARNINGS

Your Directors wish to inform that the Company has exported 3,814.234 M.T. of Cotton Linters worth Rs.845.26 lakhs during the year under review as against 2,861.206 M.T. worth Rs.499.01 lakhs in the previous year. The company also exported 1,063.233 M.T. of Cottonseed Hulls worth Rs.102.09 lakhs during the year under review.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the Public, except some Unsecured Loans brought by Promoter Directors and as such no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

DIRECTORS

Sri Maddi Lakshmaiah, retire by rotation under Article 122 of the Articles of Association of the Company and being eligible, offer himself for reappointment as Directors.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the year.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information as per Section 217 (1) (e) of the Companies (Amendment) Act, 1988 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

I) Form "A" : Enclosed

II) Form "B" : Enclosed

SECRETARIAL COMPLIANCE CERTIFICATE

Compliance Certificate by Practising Company Secretary under Section 383A (1) is enclosed with this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review

(iii) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies (Amendment) Act, 1988 read with the Companies (Particulars of Employees) Rules 1975 for the year ended March 31, 2014 is Nil.

AUDITORS

M/s. A. Ramachandra Rao & Co., Chartered Accountants, Hyderabad, as Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company received a letter from M/s. A. Ramachandra Rao & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the whole-hearted and sincere co- operation the Company has received from Canara Bank, Axis Bank, Dealers and Suppliers.

For and on behalf of the Board

Place : GUNTUR Date : May 30, 2014. Sd/- (MADDI LAKSHMAIAH) Chairman

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure to present the 37th Annual Report and Audited Accounts of the Company for the year ended March 31, 2013

FINANCIAL RESULTS

For the year For the year Ended 31-03-2013 Ended 31 -03-2012 Rs. in Lakhs Rs. in Lakhs

Sales and Other Income :

Seed Processing 12788.37 8866.79

Wind Turbine Generators 98.02 12886.39 81.99 8948.78

Profit before Depreciation and Income Tax :

Seed Processing 312.04 215.00

Wind Turbine Generators (21.84) (70.36) 290.20 144.64

Depreciation and Income Tax :

Seed Processing 89.11 52.80

Wind Turbine Generators 39.69 39.39

128.80 92.19

Deferred Tax Expenses/(Benefit):

Seed Processing (2.61) (0.82)

Wind Turbine Generators 13.05 110.84

10.44 110.02

Net Profit /(loss) after Tax :

Seed Processing 225.54 163.28

Wind Turbine Generators (74.58) (220.60)

150.96 (57.56)

Add: Profit brought forward from previous 642.38 699.94 year

AMOUNT AVAILABLE FOR

APPROPRIATION 793.34 642.38

Dividend including Dividend Tax 13.68

Transfer to General Reserve 20.00

Surplus - Balance in Profit & Loss Account 759.66 642.38

DIVIDEND

Your Directors are pleased to recommend payment of dividend on equity shares at 15% (Rs. 1.50 per equity share). The total amount of dividend outgo (including dividend tax) will be Rs. 13.68 Lakhs for the financial year ended 31s'' March, 2013, which if approved at the ensuing 37lh Annual General Meeting.

PERFORMANCE

Your Directors are pleased to inform that the company performed well in the year under view with 44% increase in turnover by processing 70,059 MT of cotton seed as against 54,187 MT in the previous year.

This impressive performance could be achieved with better and optimal use of plant and machinery which is being updated year after year on regular basis imparting better technologies.

Though there is more scope for further improving capacity utilisation, in view of higher raw material prices and intense competition from other states, procurement could not be made in higher volumes. Due to huge volume of carried over accumulated stocks, hike in raw material prices, the interest cost is higher when it is compared to that of the previous year. However, the improved performance resulted in healthier bottom line with net profit before tax of Rs. 210.61 lakhs as against Rs. 62.85 lakhs in the previous year.

PROSPECTS

As the weather forecast given by the experts is very positive in cotton growing areas, which may yield better volumes and improve the availability of cotton seed, your Directors are optimistic in utilizing the full production capacities to ensure better working results in the ensuing years.

EXPORT AND FOREIGN EXCHANGE EARNINGS

Your Directors wish to inform that the Company has exported 2,861.206 M.T of Cotton Linters worth Rs. 499.01 lakhs during the year under review as against 1.727.181 M.T. worth Rs. 531.23 lakhs in the previous year. Your Directors also wish to inform that the company has exported 722.479 M.T. of Cottonseed De-oiled cakes worth Rs. 107.97 lakhs during the year under review.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the Public, except some Unsecured Loans brought by Promoter Directors and as such no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet

DIRECTORS

Sri Maddi Ramesh and Sri V.V.S. Ravi, retire by rotation under Article 122 of the Articles of Association of the Company and being eligible, offer themselves for reappointment as Directors.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the .

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information as per Section 217 (1) (e) of the Companies (Amendment) Act, 1988 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

I) Form "A" : Enclosed ri) Form"B" : Enclosed

SECRETARIAL COMPLIANCE CERTIFICATE

Compliance Certificate by Practising Company Secretary under Section 383A (1) is enclosed with this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act. 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the accounts for the financial year ended 31s1 March, 2013 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies (Amendment) Act, 1988 read with the Companies (Particulars of Employees) Rules 1975 for the year ended March 31, 2013 is Nil.

AUDITORS

M/s. A. Ramachandra Rao & Co., Chartered Accountants, Hyderabad, as Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company received a letter from M/s. A. Ramachandra Rao & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the whole-hearted and sincere co- operation the Company has received from Canara Bank, Axis Bank, Dealers and Suppliers.

For and on behalf of the Board

Place :GUNTUR

Date : May 31,2013. Sd/-

(Y. VENKATA RAO)

Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 34th Annual Report and Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

For the year For the year Ended 31-03-2010 Ended 31-03-2009 Rupees in Lakhs Rupees in Lakhs

Sales and Other Income 8297.17 6515.14

Profit before Depreciation and Income Tax 179.56 133.29

Depreciation 28.35 28,23

Income Tax 55.57 13.61

Fringe Benefit Tax - 0.47

Deferred Tax Expcnses/(Benefit) 1.89 5.90

Net Profit after Tax 93.75 85,08

Add: Profit brought forward from previous year 376.66 320.82

APPROPRIATION 470.41 405.90

Dividend including Dividend Tax 13.86 9.24

Transfer to General Reserve 20.00 20.00

Surplus - Balance in Profit & Loss Account 436.55 376.66

DIVIDEND

In view of the profits made by the Company during the year, your Directors recommend a Dividend on Equity Shares at 15% (Rs.1.50 per equity share) for approval of the Shareholders. The total amount of Dividend outgo (including dividend tax) will be Rs. 13.86 Lakhs for the Financial year ended March 31, 2010, which if approved at the ensuing 34th Annual General Meeting.

PERFORMANCE

The Company had passed through a critical phase during the period under review because of the recession in the International Economy and liberal oil import policy of Government of India. The low operating margins arc due to poor recovery of oils because of the cotton crop failure resulted damage to Cottonseed due to draught conditions prevailed in the cotton growing area, steep fall in prices of edible oils in both domestic and international markets and huge interest burden on carry over stocks.

Further, the Government of India announced higher Minimum Support Price which caused substantial increase in Cottonseed prices. During the season, due to hike in raw material prices and lower price realization for final products, the Company decided to hold the production for a while to curtail huge losses. Hence the production and processing volume of Cottonseed came down to 50,441 MT from 53,972 MT as compared to the previous year.

The entire edible oil Industry in India is facing serious crisis due to the reasons mentioned above and hence your Directors decided to install some of the removed Delintcrs again to process only upto Delinted Seed as the market for the same was better. In spite of lower production, the Company fared well and earned Rs. 151.21 lakhs as net profit before tax when compared to that of Rs. 105.06 lakhs in the previous year.

Your Directors are pleased to inform that the Company has received an Award from All India Cottonseed Crushers Association for being the "Second Highest Exporter of Cotton Linters" for the year 2008-2009.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from the Public, except some Unsecured Loans brought by Promoter Directors and as such no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

EXPORT AND FOREIGN EXCHANGE EARNINGS

Your Directors wish to inform that the Company has exported 5045.208 M.T. of Cotton Linters worth Rs 1336.69 lakhs during the year under review as against 1,084.817 M.T. worth Rs.342.31 lakhs in the previous year.

PROSPECTS

As the prices yielded to cotton growers highly remunerative and yields are also better to the growers during the previous crop year, the acreage under cotton cultivation is likely to increase and thereby the availability of cotton seed may also be substantial and it certainly ensures the Company to increase production capacities more in the ensuing season.

DIRECTORS

Sri M. Lakshmaiah and Sri V.V.S. Ravi, retire by rotation under Article 122 of the Articles of Association of the Company and, are being eligible, offer themselves for reappointment as Directors.

INDUSTRIAL RELATIONS

As in the past, the industrial relations remained cordial during the year under review.

COMPANIES (DISCLOSURE OK PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information as per Section 217 (1) (e) of the Companies (Amendment) Act, 1988 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

I) Form "A" : Enclosed

II) Form "B" ; Enclosed

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate by Practising Company Secretary under Section 383A (1) has been enclosed herewith to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 the year under review;

(iii) That the Directors had taken proper and sufficient care 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) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A)of the Companies (Amendment) Act, 1988 read with the Companies (Particulars of Employees) Rules 1975 for the year ended March 31, 2010 is Nil.

AUDITORS

M/s. A. Ramachandra Rao & Co., Chartered Accountants, Hyderabad, as Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company received a tetter from M/s. A. Ramachandra Rao &. Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the whole-hearted and sincere co- operation the Company has received from Companys Bankers, Canara Bank, Dealers and Suppliers.

For and on behalf of the Board

Sd/-

Place :GUNTUR (Y. VENKATA RAO)

Date : May 24, 2010. Chairman

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Directors Report of Coromandel Agro Products and Oils Ltd.

FINANCIAL PERFORMANCE:

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK :

Operational Performance

â¢ By-Products:

EXPORT AND FOREIGN EXCHANGE EARNINGS:

ANNUAL RETURN:

DIVIDEND:

CHANGES IN SHARE CAPITAL:

Sl. No Particulars

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

NUMBER OF BOARD MEETINGS :

Board Meetings

GENERAL MEETINGS :

DIRECTORS RESPONSIBILITY STATEMENT :

AUDIT COMMITTEE :

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION :

NOMINATION AND REMUNERATION COMMITTEE :

(a) TERMS OF REFERENCE :

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

Nomination and Remuneration Committee meetings

(c) SELECTION AND EVALUATION OF DIRECTORS :

(d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

(e) REMUNERATION POLICY FOR DIRECTORS :

â¢ REMUNERATION TO EXECUTIVE DIRECTORS :

â¢ REMUNERATION TO NON-EXECUTIVE DIRECTORS :

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

REPORT ON CORPORATE GOVERNANCE :

VIGIL MECHANISM :

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

AMOUNTS TRANSFERRED TO RESERVES:

AUDITORS :

i. STATUTORY AUDITORS :

ii. SECRETARIAL AUDITORS:

iii. COST AUDITORS :

MAINTENANCE OF COST RECORDS:

COST AUDIT:

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATIONOR ADVERSE REMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN HIS REPORT:

REPORTING OF FRAUDS BY AUDITORS :

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR ANDTHE DATE OF THE REPORT :

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO :

PARTICULARS OF EMPLOYEES :

HUMAN RESOURCE :

RISK MANAGEMENT :

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

AFFIRMATION ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

UNSECURED LOANS RECEIVED FROM DIRECTORS DURING THE YEAR 2024-25 :

PUBLIC DEPOSITS :

REGISTRARâS AND SHARE TRANSFER AGENTS:

SECRETARIAL STANDARDS :

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF :

LIST OF CORE SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORSAS REQUIRED IN THE CONTEXT OF ITS BUSINESS(ES) AND SECTOR(S) FOR IT TO FUNCTION

SHIFTING OF REGISTERED OFFICE :

APPRECIATIONS AND ACKNOWLEDGEMENTS :

Sd/-

Sd/-

FINANCIAL PERFORMANCE:

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK:

Your Directors Report the performance during the period under review :

FUTURE OUT LOOK

EXPORT AND FOREIGN EXCHANGE EARNINGS:

ANNUAL RETURN:

DIVIDEND:

CHANGES IN SHARE CAPITAL:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

NAMES OF THE PERSONS WHO HAVE BEEN APPOINTED / CEASED TO BE DIRECTORSAND/OR KEY MANAGERIAL PERSONNEL OF THE COMPANY:

i) DURING THE YEAR:-

ii) AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT:- NIL

DIRECTORS LIABLE TO RETIRE BY ROTATION AT THE ENSUING ANNUAL GENERALMEETING:

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS:

Sl. No Particulars

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

NUMBER OF BOARD MEETINGS :

â¢ By-Products:

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION :

â¢ REMUNERATION TO EXECUTIVE DIRECTORS :

â¢ REMUNERATION TO NON-EXECUTIVE DIRECTORS :

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN HIS REPORT:

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND
THE DATE OF THE REPORT :

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

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

REGISTRARâS AND SHARE TRANSFER AGENTS:

LIST OF CORE SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORS
AS REQUIRED IN THE CONTEXT OF ITS BUSINESS(ES) AND SECTOR(S) FOR IT TO FUNCTION

NAMES OF THE PERSONS WHO HAVE BEEN APPOINTED / CEASED TO BE DIRECTORS
AND/OR KEY MANAGERIAL PERSONNEL OF THE COMPANY:

DIRECTORS LIABLE TO RETIRE BY ROTATION AT THE ENSUING ANNUAL GENERAL
MEETING:

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS:

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION :

â¢ REMUNERATION TO EXECUTIVE DIRECTORS :

â¢ REMUNERATION TO NON-EXECUTIVE DIRECTORS :

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND
THE DATE OF THE REPORT :

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

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

REGISTRARâS AND SHARE TRANSFER AGENTS: