malankara plantations ltd Directors report

DIRECTORS

Dear Shareholders,

Your Directors are pleased to present the 103rd Report of the Directors for the year 2013-14 together with audited accounts of the Company for the year ended 31st March 2014.

Financial Highlights:

Particulars	2013-14	2012-13
I Income from Rubber and Minor Produce	428.46	436.56
II. Income from Tea and Minor Produce	133.96	59.55
III. Income from Rubber Trading	(21.68)	(0.24)
(excluding Interest and Depreciation)
IV. Income from Tea Trading	(4.74)	(9.04)
V. Income from Automobile division	(205.75)
VI. Other Income - Rubber division [Malankara]	87,37	178.70
- Tea division[Karimtharuvi]	1.15	0.26
-Automobil e division	8.42
	96.94	178.96
	220.73	70.23
VII. Exceptional items	647.92	736.02
Total Income
Less:
Replanting Reserve	29.33	29.24
Interest	37.05	30.69
Depreciation	165.21	100.62
Provision for Taxes	110.00	110.00
Provision for Gratuity	27.76	138.47
	369.35	409.02
Add. Deferred Tax	12.61	37.29
Net profit	291.18	364.29
Add. Previous Years Balance	691.00	677.13
Total	982.18	1041.42
Proposed Dividend	72.26	72.26
Tax on Proposed Dividend	11.72	11.72
Transfer to General Reserves	100.00	200.00
Transfer to Development Reserve	49.91	66.44
	233.89	350.42
Balance to be Carried Forward	748.29	691.00

(Figures in brackets indicate Net Loss)

From the above statement, it may be seen that the operating profit from Rubber Division decreased from Rs. 436.56 lakhs in the previous year to Rs. 428.46 lakhs and income from other sources in the current year is Rs. 87.37 lakhs compared to Rs. 178.70 lakhs in the previous year. The Tea Division made an operating profit of Rs. 133.96 lakhs as against Rs. 59.55 lakhs in the previous year.

The newly commenced Automobile Division made an operating loss of Rs 205.75 Lakhs. After providing for interest, depreciation, tax, gratuity and other provisions, the Rubber Division made a net profit of Rs. 458.02 lakhs including exceptional items, compared to Rs.410.28 lakhs in the previous year. Tea Division made a net profit of Rs. 82.18 lakhs compared to a net loss of Rs. 45.98 lakhs in the previous year and Automobile division made a net loss of Rs 249.02 lakhs after the above mentioned provisions. The total net profit for the year is Rs. 291.18 lakhs compared to Rs. 364.29 lakhs in the previous year. The Profit & Loss Accounts of the three divisions are shown separately for the information of the Shareholders.

New venture & Significant Expansion plans

During the year the company has opened its automotive unit under the name of MK Motors, and plans to strengthen its foot print in its new venture in the coming years.

Consolidated Financial Statements:

The consolidated Balance Sheet as on 31st March 2014 and the Profit & Loss Account for the year ended on that date together with Directors Report and Balance Sheet and Profit & Loss Account of the subsidiary companies are annexed to the Annual Report, as required under the Companies Act. The Subsidiary Company Malankara Wood Ltd made an operational loss of Rs.0.82 lakhs and a net loss Rs.11.27 lakhs after providing for depreciation, interest etc. Malankara Enterprises Limited made a loss of Rs 0.07 lakhs during the year.

Dividend:

Your Directors are pleased to recommend payment of a dividend of 200% on the Paid up Capital amounting to Rs 20/- per share of Rs 10/- each. The Dividend will absorb a sum of Rs. 83.98 lakhs inclusive of Tax on Dividend.

FINANCIAL PERFORMANCE.

RUBBER DIVISION

The details of crop, price and cost for the past 10 years are given below:

	Crop	Estate Expenditure	Total Cost	Average Sale Price	Average Crop per Hectare
Year	( in Kg )	( Rsper Kg )	(Rs per Kg )	(Rs per Kg)	( in Kg )
2004-05	820777	33.74	40.34	65.95	1854
2005-06	830107	37.37	48.33	71.51	1875
2006-07	764617	48.55	58.72	98.88	1684
2007-08	742925	56.47	72.21	98.64	1724
2008-09	79701 9	60.89	79.23	106.77	1925
2009-10	750881	63.61	79.35	124.91	1795
2010-11	659935	79.76	101.63	203.33	1586
2011-12	634100	91.92	120.28	208.79	1554
2012-13	661071	119.05	148.23	180.63	1548
2013-14	649925	112.76	140.25	182.53	1438

(Estate expenditure includes provision for Gratuity, Bonus & Depreciation)

It may be noted that the yield per hectare decreased by 7%.

Centrifuged Latex: Latex centrifuging operations made a loss during the year.

The Tea Marketing Division of the Company made a loss during the year.

The price of the Companys tea increased from Rs. 106.30 last year to Rs.118.89 this year showing an increase of Rs.12.59 per Kg, while the Cost of Production (COP) decreased from Rs 117.39 per Kg, to Rs.112.17 [ a decrease of Rs 5.22 per Kg].

The following table gives the details of the yield and cost for both Penshurst Estate and Karimtharuvi Estate for the past 10 years.

Year	Crop (Quantityjn Kg)			Estate Expenditure (Rs. per Kg)
	Karimtharuvi Estate	Penshurst Estate	Total	Karimtharuvi Estate	Penshurst Estate	Total	All in Cost ( per Kg)	Average Sales Price
								( Rs. per Kg )
2004-05	336347	224414	560761	63.20	53.84	59.45	68.79	50.30
2005-06	414915	351019	765934	52.37	42.32	47.76	57.92	43.73
2006-07	328312	298035	626347	72.52	56.09	64.70	77.97	53.52
2007-08	331812	308752	640564	66.88	52.77	60.08	71.05	59.90
2008-09	301120	313517	614637	96.53	68.75	82.36	92.15	84.77
2009-10	417236	371224	788460	65.84	53.84	60.19	67.71	91.03
2010-11	405089	319500	724589	82.43	68.66	76.36	84.06	85.66
2011-12	385670	354509	740179	89.72	68.76	79.68	88.07	90.73
2012-13	379731	351908	731639	122.88	91.56	107.82	117.39	106.31
2013-14	373585	378410	751995	119.19	87.37	103.18	112.17	118.8

(Estate Expenditure includes provision for Gratuity, Bonus and Depreciation)

Note: Karimtharuvi prices shown above are for the financial year April to March. Kenya, North India and South India are based on the calendar year.

India produces over 90% of the CTC variety and 9% of the Orthodox variety of Tea. Kenya also produces more than 95% of its tea with the CTC process. It may be noted from the above graph that Kenya has been getting a higher price than North Indian tea and that our teas fetch a much lower price than North Indian teas. However cur teas have consistently maintained a higher price than that of the average South Indian Price.

Karimtharuvi Tea has held its position above the South Indian average auction price for the past five years. During the calendar year 2013 Karimtharuvi tea was ranked 16th among seventy five factories in South India compared to 17Ih rank in 2012. It may be noted that, while the price of Tea declined worldwide, Karimtharuvi was able to hold on and improve the price of its teas marginally.

Packeting & Retail Sales:

Marketing of the Companys tea in packets is gaining better acceptance from the consumers. The net sale rates improved marginally during this year. It is expected that Malankara Tea will improve its presence in the market with additional promotional endeavors.

Investments:

The cost of investments in Mutual Funds and Shares excluding Malankara Wood Ltd and Malankara Enterprises Ltd as on 31st March 2013 was Rs. 1009.91 lakhs . During the year an amount of Rs.1751.20 lakhs was invested in Mutual Funds and Shares and investment costing Rs 2203.80 was sold during the year.

The details are shown in the table below:

				(R s in Lakhs )
Year	Cost of Investmen as on 1st April	Purchased durir the year	Sold during the ye;	Cost of Investments as on 31 March	Profit/ Loss	Market Value as on 31st March
2009-10	414.72	441.72	399.43	457.01	16.38	578.54
2010-11	457.01	209.10	318.25	347.86	0.00	415.44
2011-12	347.86	526.26	69.65	804.47	(3.24)	831.78
2012-13	804.47	205.44	.	1009.91	-	1081.45
2013-14	1009.91	1751.20	2203.80	557.31	-	692.93

Capital Expenditure:

The Capital Expenditure incurred during the year was Rs. 569.07 Lakhs , including Rs.3.86 Lakhs spent on replanting 1.01 Hectares of Rubber. The Capital Expenditure on replanting 14.45- hectares of tea this year was Rs. 97.77 lakhs.

Subsidiary:

MALANKARA WOOD LTD:

The wholly owned subsidiary. Malankara Wood Ltd leased out its factory buildings to the holding company to establish a service centre for its automobile dealership in the name of MK Motors.

During the period the Company purchased 9.90 ares[24.453 cents] of land at Kodimatha, Kottayam opposite to Malayala Manorama Works Unit for a lump sum amount of Rs 4 crores. This has been leased to Maiankara Plantations Limited.

MALANKARA ENTERPRISES LTD:

The wholly owned subsidiary, Malankara Enterprises Ltd has not entered into any material transaction or activities during the year 2013-14.

Corporate Social Responsibility

Section 135 (1) of the Companies Act, 2013 is presently not applicable to the Company.

Malankara Plantations Centenary Scholarship - The Company voluntarily acknowledges its Social Responsibility and continues to provide a full scholarship called the Malankara Plantations Centenary Scholarship spending an amount of Rs. 2 lakhs (Rupees Two lakhs only) to a selected child of any employee from the plantations of South India, every academic year, to study for an MBA degree at the Indian Institute of Plantation Management [IIPM], Bangalore. IIPM was established by the Ministry of Commerce, Government of India.

Directors:

Disclosure of interest of directors

Disclosure of interest from all the directors for the year 2014-15, in the prescribed form [ MBP 1 j has been received from all the directors.

DETAILS OF DIRECTORS SEEKING REAPPOINTMENT AT THE ANNUAL GENERAL MEETING

Name of the Director	THOMAS JOHN	BALAJI KRISHNAN
DIN	02541626	00236586
Date of Birth	23/07/1945	02/01/1977
Date of appointment	25/09/2009	29/09/2011
Qualifications	BSc Agri.	B.Com, FCA
Expertise in specific	Management	Accounting & Financial Matters
Functional area
Details of other Directorship	Yes	Yes
	Malankara Wood Ltd - Whole - time Director	Malankara Wood Ltd- Director
	Malankara Enterprises Ltd - Director	Malankara Enterprises Ltd- Director
		BNA Technology Consulting Limited - Director
		LIVSERV Technologies (P) Ltd - Director

In terms of Section 256 of the Companies Act, 1956:

1) Mr. C Thomas John, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

2) Mr. .Balaji. K, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

3) Mr. JK Thomas, Managing Director [DIN 00035209]

The Nomination & Remuneration Committee noted that Mr. JK Thomas is eligible to be re - appointed as Managing Director, as per PART I of SCHEDULE V of the Companies Act, 2013 and that as per PART II, Section II, A (ii) of SCHEDULE V of the Companies Act, 2013 read with its proviso, with effect from 15/05/2014 and he is entitled to get a maximum yearly remuneration of Rs 84 lakhs per annum, subject to the ratification of the members at the ensuing Annual General Meeting by passing a special resolution in this regard.

Disclosure as per Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Rule 5(1)

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

	Mr. JK Thomas	Median employee
	[Managing Director]
Salary per mojith ( Rs.)	2,50,0007-	12,2507-
Ratio	20:1

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any,in the financial year;

Designation	Salary per month ( Rs)			% increase from 201 2-13 to 2013-14	% increase from 2006-07 to 2013-14
	2006-07	2012-13	2013-14
MANAGER [Malankaraj	24000/-	60000/-	66000/-	10	175
MANAGER [Karimtharuvi]	15000/-	46000/-	52500/-	14	250
MANAGER [Finance]	12500/-	30000/-	33000/-	10	164
ASST.MANAGER [Malankara]	8000/-	26000/-	29000/-	12	263
ASST. MANAGER [Karimtharuvi]	11750/-	22000/-	24240	10	106
ASST. MANAGER [Penshrust]	8500/-	20500/-	22500/-	10	165
GM [Tea Marketing]	15000/-	15000/-	17083/-	14	14

 

(iii) Percentage increase in the remuneration of median employees in the financial year:	23%
Percentage increase in the remuneration of median employees from 2006-07 to 2013-14:	150%
(iv) Number of permanent employees on the rolls of company:	675

(v) Explanation on the relationship between average increase in remuneration and company performance;

a) The ratio of profit to turn over of the Company is 10 to 100% higher than other similar plantation companies in Kerala.

b) Financial performance for the past 5 years:

Year	Turnover (Rs.)	PBT (Rs)	% of profit to Turnover
2008-2009	21,36,60,839	2,29,63,539	10.74
2009-2010	22,68,72,258	6,98,75,439	30.80
2010-2011	25,96,97,307	7,97,62,715	30.71
2011-2012	34,18,60,302	*16,80,58,162	49.16
2012-2013	28,14,81,574	4,37,00,861	15.52

Includes an amount of Rs. 9,27,76,910/- being profit on sale of Assets.

c) During thefinancial year 2012 -13 -

The Company installed a Solar system at its Head Office at Kottayam, which provides all the power required for its office operations. The Company has gained the distinction of being the first Net Zero Energy Office Complex in the country by installing the solar power system, which is capable of providing the entire electrical energy requirements of the Head Office.

d) The Company has taken up the Dealership of the passenger cars and utility vehicles of TATA Motors Limited. It has established a state of the art showroom on MC Road, Kottayam and the largest workshop in Kerala at Channanikad, Kottayam.

Both solar power project and setting up of Automotive Division were challenging and required huge investment. With the concerted efforts by the whole management team, all employees, support provided by our banks and esteemed customers the company will take its performance to a new level and will create a vital niche in the Automotive venture in future.

e) The Company was able to increase profits from Tea and Rubber inspite of increased input costs. Tea production increased marginally and will increase continuously as a result of replanting with high yielding clones. Rubber production was lower compared to the last year but adequate steps have been taken to correct the situation.

While the Rubber Division and Tea Division were able to improve their performance and profits the overall reduction in the profit of the company during the financial year was mainly due to the huge loss caused by the Auto - Division in its first year of operation and not due to the inefficiency of its workers and the management team. HR policy of the Company will not allow the reduced profitability to be reflected in the remuneration of both its management and employees. The Company aims to establish and build a high performing organization, by motivating the employees to perform to the fullest capacity and thereby achieve individual excellence and corporate objectives. The Company is proactive in the welfare of its employees and follows a policy to compensate the Management for the efforts they have made in the previous years and their intelligent vision to lead the Company to attain its cherished goals.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

The Company has been able to reduce cost and improve prices in both the Rubber Division and Tea Division in spite of increase in all input cost and labour, due to the proper and efficient management practices followed by the Company which has actually led to an increase in the standalone profits of both divisions. The managerial expertise and the contribution of the dedicated work force helped the Company to achieve a good ranking amongst the other plantation companies. The Company wishes to follow a remuneration package which is reasonable and sufficient to attract, retain and motivate the Key Managerial Personnel and other employees.

The overall profit of the Company was reduced due to the loss suffered by the new venture of the Company in the dealership of TATA Passenger Vehicles - MK Motors. This is likely to improve in the coming years.

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year -

Shares of the Company are in physical form only and are listed on the Madras Stock Exchange. For the last 20 years the shares are not traded in the open market.

Particulars	2012-13	2013-14
Avg. share transfer Price	108	338
EPS	100.83	81.55
P/E ratio	1	4

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration;

(a) % increase in salary:

Particulars	For the period 2012-13 to 2013-14	For the period 2006-07 to 2013-14
Managerial Personnel f Other than ManagingDirector]
Rubber Division	10%	197%
Tea Division	12%	153%
Staff at Rubber Division	11%	112%
Staff at Tea Division	8%	138%
Workers ( Wages) Rubber Division	6%	179%
Workers ( Wages) Tea Division	8%	121%
Managing Director	Nil	24%

(b) Exceptional Circumstances

1. The remuneration of the Managing Director has not been increased for the past 4 years and increased by only 24 % in the past 7 years.

2. The Managing Director is entitled to receive the proposed salary in accordance with Schedule V of the. Companies Act, 2013

3. Profits havebeen highest in the last 8 years comparedto the previousyears.

4. The Companys performance is better than many companies in the same business.

5. The Company has continuously received awards from the Department of Factories & Boilers for its record of safety and from the Pollution Control Board for its effluent treatment plant and protection of environment;

6. One of the companys tea estates which was among the 3 lowest yielding estates among more than 30 estates in Vandiperiyar / Peerumedu has continuously topped the list forthe past 8 years in yield per hectare.

7. The Company became the first Net Zero Energy Building Complex in the country with its solar power system.

8. The Managing Director hasduring this period been appointed as :

The President	-	United Planters Association of Southern India (UPASI)-2007
Member		Tea Board of India -2005

 

Vice - Chairman	Tea Board of India -2007
Member, Board of Governors	Indian Institute of Plantation Management [IIPM] (2 terms)-2004-10
Member	Rubber Board of India -2011-14
Vice Chairman	Industry Advisory Panel (IAP) of International Rubber Study- Group (IRSG) 2012-14
Re elected Vice -Chairman	Industry Advisory Panel (IAP) 2014-16

9. Taken up the dealership for TATA Motors Ltd for its passenger vehicles.

The Turn Over of this division is likely to exceed that of the Rubber and Tea Division together. The workload of the Managing

Director has also increased substantially and close monitoring of the activities of the new division is necessary to improve its performance.

(ix) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

In this labour intensive industry the Management plays a vital role to attain a satisfactory result for the performance of the Company. In comparison with the other companies in this Industry, the management team strives to attain the best possible results for the Company.

Therefore the Company has to offer a satisfactory remuneration package to retain them.

Performance of the Company for the past 7 years

Year	Turnover (Rs.)	PBT (Rs.)	% of profit to Turnover
2006-07	18,35,09,185	2,11,68,220	11.53
2007-08	18,13,99,356	5,57,60,196	30.73
2008-09	21,36,60,839	2,29,63,539	10.74
2009-10	22,68.72,258	6,98,75,439	30.80
2010-11	25,96,97,307	7,97,62,715	30.71
2011-12	34,18,60,302	*16,80,58,162	49.16
2012-13	28,14,81,574	4,37,00,861	15.52

•Includes an amount of Rs. 9,27,76.910/- being profit on sale of Assets.

% of average increase of Remuneration of Managerial Personnel from 2006-07 to 2013-14

Rubber Division	-	197%
Tea Division	-	153.15%
Finance Manager	-	164%
Managing Director:
From 2006-07 to 2010-11	-	24%
From 2010-11 to 2013-14	-	NIL

(x) the key parameters for any variable component of remuneration availed by the directors:

To Mr. JK Thomas, Managing Director: Commission of 1% of the Net Profits subject to a maximum of 50% of the Annual Salary.

[No other directors avail any variable component of remuneration]

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

NIL

 

(xii) Affirmation that the remuneration is as per the remunerationon policy of the company:

YES

[At its meeting held on 09/05/2014 the Nomination & Remuneration Committee considered the remuneration package to be paid to the Managing Director and recommended the remuneration in accordance with Rules laid down under Schedule V of the Companies Act, 2013.]

Rule 5(2) a statement showing the name of every employee of the company, who-

1.If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees.	Nil
2. If employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month	Nil
3. If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which in the aggregate is in excess of that drawn by the Managing Director/Whole time director/Manager and holds by himself or along with his spouse and dependent children, not less than 2% of Equity shares of the Company	Nil

Transfer of amounts to Investor Education and Protection Fund: Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund on 31/03/2014

THE CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING/OUTGO:

Conservation of Energy - The Company installed a Solar system at its Head Office at Kottayam, which provides all the power required for its office operations. The Company has gained the distinction of being the first Net Zero Energy Office Complex in the country by installing the solar power system, which is capable of providing the entire electrical energy requirements of the Head Office.

The Solar Power Plant - during its life span- will facilitate the Company to save around 1060 tons of Co2 equivalent Green House gas emission into the atmosphere - a step ahead to save energy and protect the environment.

Technology Absorption - This is not applicable to this Company as it has not purchased or acquired any technology for development of companys business from an outside party.

Foreign Exchange Earning/Outgo - There was no foreign exchange earnings during the year.

	2013-14	2012-13
FOREIGN EXCHANGE EARNINGS AND OUTGO	(Rs)	(Rs)
Earnings	NIL	NIL
Outgo	Nil	73390

Fixed Deposit - The Company has not accepted any deposit from the public as defined under section 58A of the Companies Act, 1956 and rules made there under.

Statement under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988is annexed herewith as Form-A.

Auditors:

M/s O Thomas & Co, Chartered Accountants, Kottayam, the Auditors of the Company, retire at the ensuing Annual General Meeting and do not wish to offer themselves for re-appointment. M/s O Thomas & Co had been continuously auditing the accounts of the Company for more than 5 decades and the directors place as record the excellent and timely service rendered by them.

M/s Abraham Jacob & Achankunju, Chartered Accountants, Kochi continue as Internal Auditors of the Company.

Auditors Observations:

The remarks in the Auditors Report are already explained in the Notes to the Accounts and as such, do not call for any further explanation or elucidation.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate from Ms. N. Geetha, Company Secretary in Whole time Practice (No 9074) is annexed herewith, which forms part of the Directors Report.

Cost Audit

The Board of Directors , appointed M/s K.A Felix & Co., [Firm Registration Number :100416] to carry out Audit of Cost Accounts maintained by the Company for the financial year ending 31st March, 2015, subject to the approval of the Central Government.

The Company has obtained a written confirmation from M/s K.A Felix & Co., [Firm Registration Number :100416], Cost Accountants to the effect that they are eligible for appointment as Cost Auditors and that they are an independent firm of Cost Accountants and have arms length relationship with this Company.

Health, Safety & Environment:

The Company has complied with all applicable environmental and labour iaws and has taken ai! necessary measures to protect the environment and Workers Safety. The Company has continuously received approval from the Pollution Control Board and other statutory bodies that govern plantations and factories.

Effluent Treatment Plant - The company has continuously bagged prizes from the Pollution Control Board tor its effluent treatment plant at Malankara Estate and from the State Government for workers safety for its Rubber Factory in Thodupuzha. This year the Effluent

Treatment Plant was awarded a certificate of appreciation.

Directors Responsibility Statement:

Your Directors are pleased to inform you that the audited accounts containing the Financial Statements for the year 2013-14 are in conformity with the requirements of the Companies Act, 1956 and they believe that the financial statements reflect fairly the form and substance of the transactions carried out during the year and reasonably present the Companys financial condition and results of operations.

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 ("the Act") and, based upon the representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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;

c) the Directors have taken proper and sufficient care in maintaining 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 of the Company on a "going concern" basis.

Corporate Governance:

The details required under Schedule XIII, Part II, Section II are given below:

i . None of the Directors other than the Managing Director receive any remuneration except Mr, Cherian Thomas, who receives a remuneration of Rs.15,0007- per month as Consultant.

ii. None of the Directors receive any incentive.

ill. None of the Directors are eligible for Governance Fees. All the Directors except the Managing Director retire by rotation once in 3 years. The contract of employment of the Managing Director was for 5 years and expired on 15th May 2014. At the meeting of the Board of directors held on 09/05/2014, he was re appointed as the Managing Director for a further period of 3 years subject to the approval of the General Body meeting.

iv. No stock options are offered to any of the Directors,

Particulars of employees:

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this report in this regard.

Corporate website:

The website of your company, www.malankaraplantations.com carries a comprehensive database of information of interest to the shareholders including the corporate profile, information with regard to products, estates, factories, various depots, financial performance of the Company etc.

Acknowledgement:

The Directors thank the Managers, Staff and Workers for their continued support and recognize the contribution made by them for the Companys progress during the year under review. The Directors also thank the Banks, business associates and the shareholders for their continued support to the Company.

		By Order of the Board
		for Malankara Plantations Limited
	SdA	Sd/-
	CHERIAN THOMAS	JK THOMAS
	DIRECTOR	MANAGING DIRECTOR
Kottayam
01/08/2014