Neelamalai Agro Industries Ltd Directors Report.

Your Directors have pleasure in presenting the Seventy Sixth(76th) Annual Report, with the Audited Financial Statement for the year ended March 31, 2019.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2019 is summarized below:

Amount Rs. Lakhs

Particulars 2018 - 2019 2017 - 2018
Income from operations
a) Revenue from Operations 3659.96 2970.80
b) Other Income 454.21 422.32
Total Income from Operations (net) 4114.17 3393.12
Gross Profit before Depreciation, Finance Cost and tax 652.90 470.30
a) Finance Cost 3.84 3.57
b) Depreciation & Amortization expense 97.60 106.65
Profit before tax 551.46 360.08
Add/(Less) Exceptional Items NIL NIL
Profit after Exceptional Items 551.46 360.08
Tax Expenses (Net-off Deferred Tax) 8.25 80.39
Profit after Tax 543.21 279.69
Other Comprehensive Income for the year 70.71 (142.12)
Total Comprehensive Income for the year 613.92 137.57
Earnings per share(EPS)
a) Basic 86.59 44.58
b) Diluted 86.59 44.58

OPERATIONS REVIEW

Total income increased from Rs. 3393 Lakhs in 2017-2018 to Rs.4114 Lakhs in 2018-2019. Profit after expenses and tax, comprehensive is Rs. 614 Lakhs (previous year : Rs. 138 Lakhs). The Company attained a growth of 21% compared to the previous years operation.

Tea production during the year was 13.03 lakhs Kgs with an average yield of 2409 kgs. per hectare as against 11.35 lacs Kgs with an average yield 2126 kgs. per hectare during last year. Apart from this there is also a production of 12.29 Lacs kgs of bought leaf as against 11.77 Lacs Kgs during the previous year. The sale average during the year was at Rs.133.46 per Kg as against the last years sale average of Rs. 127.40 per Kg.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 200% (Rs.20 per share) on Equity Share Capital, for the year ended 31.03.2019, amounting to Rs. 125.47 Lakhs excluding dividend tax. During the year, the Board declared an Interim Dividend of 100% (Rs.10 per share) on Equity Share Capital, amounting to Rs.62.73 lakhs excluding dividend tax. The aggregate of dividend declared during the year was 300% (Rs.30 per share) on Equity Share Capital amounting to Rs.188.20 lakhs excluding dividend tax.

LISTING OF SECURITIES ON BSE LTD

The equity shares of the company continued to be listed on BSE Ltd. The Company has paid listing fees up to March 31, 2020 to the BSE Limited (BSE).

BOARD MEETINGS

The Board of Directors consists of Mr. Ajit Thomas, Chairman, Mrs. Shanthi Thomas, Executive Director, Mr. A.D.Bopana, and Mr. F.S.Mohan Eddy are Independent Directors.

The Board meets at regular intervals to discuss and decide on the Company / business policy and strategy apart from other Board business. The Board of Directors met four times during this financial year. The details of the Board meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE MEETINGS

The constitution of Audit committeeduring the year was as follows:-Mr.A.D.Bopana (Independent Director and Chairman of Audit Committee) Mr. Ajit Thomas (Director) Mr. F.S.Mohan Eddy (Independent Director) The terms of reference stipulated by the Board to the Audit Committee cover the matters specified for Audit Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met four times during this financial year. The details of the Committee meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the members in Stakeholders Relationship Committee is as mentioned below: Mr. Ajit Thomas Mr.A.D.Bopana The Board has designated Mr. T. M. Harikumar, Company Secretary & CFO (upto 30.09.2018)and Mr.S.Lakshmi Narasimhan (w.e.f 14.02.2019) as the Compliance Officer.

As per Regulation 20 (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, effective from 01.04.2019, the Stakeholders Relationship Committee of a listed company should have at least three directors, with at least one being an independent director. To comply with this provision, the Committee was reconstituted in the meeting held on 14th February 2019, to induct Mr. F.S. Mohan Eddy, Indenpendent Director as additional member and re-constituted Stakeholders Relationship Committee members during the year were as follows: Mr. Ajit Thomas Mr. A.D.Bopana Mr. F.S.Mohan Eddy (w.e.f. 14.02.2019)

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015. The details of the policy is uploaded in the website of the Company www.neelamalaiagro.com.

During the year, no instances of unethical behavior were reported.

NOMINATION & REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee is as follows: Mr.AjitThomas Mr.A.D. Bopana Mr.F.S. Mohan Eddy The Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel was amended from time to time as per the provisions of the Companies Act and SEBI (LODR) Regulations, 2015, and the same is uploaded in the website of the Company.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of investments made by Company is given in the notes nos. 6 & 13 to the financial statements.

FIXED DEPOSITS

The Company is not accepting deposits and all deposits accepted earlier have been repaid. As such there are no unclaimed deposits in the books of the company as on March 31, 2019.

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

Pursuant to Section 124 and 125 of the Companies Act 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends, if not claimed for consecutive period of 7 years from the date of transfer to unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF) Further, shares in respect of such dividends which have not been claimed for a period of 7 consecutive years are also liable to be transferred to the demat account of the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. The provisions relating to transfer of shares were made effective by the Ministry of Corporate Affairs, vide its Notification dated October 13, 2017 read with the circular dated October 16, 2017, wherein it was provided that where the period of 7 consecutive years, as above was completed or being completed during the period from September 7, 2016 to October 31, 2017, the due date of transfer for such shares was October 31, 2017.

In the interest of the shareholders, the Company has sent reminders to the shareholders to claim their dividends in order to avoid transfer of dividends / shares to IEPF Authority. Notices in this regard also published in the newspapers and the details of unclaimed dividends and shareholders whose shares liable to be transferred to IEPF Authority were uploaded on the Companys web site (www.neelamalaiagro.com).

In the light of the aforesaid provisions, the Company had during the year, transferred to the IEPF the unclaimed dividends outstanding for 7 consecutive years with the quantum of 1691 shares ( No. of shareholders- 22) of the Company, in respect of which dividend has not been claimed for 7 consecutive years or more, have also been transferred to the demat account of the IEPF Authority.

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF -5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEFP-5. No claim shall lie against the Company in respect of the dividend / shares so transferred.

RESERVE

The Company has not transferred any amount to the reserves for the financial year 2018-2019.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Executive Director

Mrs. Shanthi Thomas has been re-appointed as the Executive Director of the Company in the 75th AGM held on 22nd August 2018, for a further period of 3 years w.e.f. February 05, 2018, with the requisite approval of shareholders. The provisions of the Companies Act, 2013 pertaining to appointment of Woman Director under Section 149(1) have been complied with.

2. Independent Directors

Mr. A.D.Bopana, & Mr. F.S.Mohan Eddy are the Independent Directors of the company.

Re-appointment of Mr.A.D. Bopana, Independent Director :During the year under review, Mr.A.D. Bopana, Independent Director, whose term ended on 31.03.2019, was re-appointed for the second term for three years i.e. w.e.f 01.04.2019 to 31.03.2022, as per Regulation 17A of SEBI (LODR), Regulations 2015.

3. Director retiring by rotation

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ajit Thomas, Chairman retires by rotation at the 76th Annual General Meeting and being eligible, offers himself for re-appointment.

4. Key Managerial Personnel

Mrs. Shanthi Thomas, Executive Director, Mr. T.M.Harikumar, Company Secretary & Chief Financial Officer (upto 30.09.2018), Mr.Deepak G Prabhu, Chief Financial Officer (w.e.f. 01.10.2018) and Mr.S.Lakshmi Narasimhan, Company Secretary (w.e.f. 14.02.2019) are the Key Managerial Personnel of the Company.

5. Declaration from Independent Directors on Annual Basis

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

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

The company has no subsidiary companies. As required under Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement in respect of its Associates/Joint Venture companies alongwith its own financial statements. Further, details of financial performance/ financial position of the associate companies as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 are annexed in Form AOC 1 (Annexure 1).

CONSERVATION OF ENERGY

The company has taken adequate steps for conservation of energy by utilizing alternate sources and by investing on energy conservation equipments. The particulars prescribed by the Section 134 (3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy and Technology Absorption are furnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Companys Foreign Exchange Earnings amounted to Rs. 2484.51 Lakhs. The total outgo on Foreign Exchange amounted to Rs.14.94 Lakhs. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

STATUTORY INFORMATION

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 in respect of the Company have been given in the Annexure - 3.

The information under section 197 of Companies Act, 2013 and pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not required, as none of the employees falls under this category.

The statement containing remuneration paid to employees and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company during business hours on working days of the Company upto date of the forthcoming Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company and the same will be provided free of cost to the member.

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March 2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

Pursuant to Section 139 and 142 of the Companies Act, 2013, the members of the Company had appointed M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, KRD Gee Gee Crystal, 7th Floor, 91-92, Dr. Radhakrishanan Salai, Mylapore, Chennai - 600004, (Firms Registration No. 003990S / S200018) as Statutory Auditors for a period of 5 years commencing from the conclusion of the 74th Annual General Meeting till the conclusion of the 79th Annual General Meeting. In view of the amendment to the Companies Act, 2013 notified by the Ministry of Corporate Affairs dated May 07, 2018, their appointment need not required to be ratified by the Members.

The Company has received a certificate from M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. V. Suresh, Practising Company Secretary ( C.P.No. 6032), Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed (Annexure 4) to this report and forms an integral part of this Report.

There is no secretarial audit qualification, reservation or adverse remark in the Secretarial Report for the period under review.

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to the Board and General Meetings have been complied with by the Company.

COST AUDIT

The provisions of Cost Audit under Section 148 of the Companies Act, 2013 are not applicable to the Company for the current year.

BOARD INDEPENDENCE

The definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013; Mr. A. D. Bopana Mr. F. S. Mohan Eddy In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 14th February 2019 and discussed issues as prescribed under the schedule IV of the Companies Act, 2013 and evaluated the performance of the Board and the Company. The Directors expressed satisfaction on the performance of the Company.

ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (LODR), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination & Remuneration Committee members, covering various aspects of the Boards functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. PKF Sridhar & Santhanam LLP, Chartered Accounts in their report and by Mr.V. Suresh, Company Secretary in Practice, in his Secretarial Audit report.

The Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All new related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1), read with Rule 15 of The Companies (Meetings of Board and Its Powers) Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure 7.

The Related Party Transaction Policy as approved by the Board is uploaded on the website of the company.

CORPORATE GOVERNANCE

The Company has always strived to adopt appropriate standards for good Corporate Governance.

Detailed report on the Corporate Governance and Management Discussion Analysis, form part of this report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 is also annexed to the said Report.

The Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 read with Part E of Schedule II and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 on Corporate Governance. The Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report (Annexure 5 & 6).

INTERNAL AUDIT, ITS ADEQUACY AND INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Audit and Internal Financial Controls with reference to the financial statements, which is evaluated by the Audit Committee as per Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In compliance with Section 138 of the Companies Act, 2013, the Company had engaged M/s. PSDY & Associates, Chartered Accountants, Ernakulam as the Internal Auditors of the Company for the financial year 2018-2019. Findings and observations of the Internal Auditors are discussed and suitable corrective actions are taken as per the directions of the Audit Committee on an on-going basis to improve efficiency in operations. Thus the internal audit function essentially validates the compliance of the Company. The Companys internal control systems are well established and commensurate with the nature of its business and the size and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013. Your directors endorse that during the year under review, there were no reportable material weaknesses in the present systems or operations of internal controls.

CORPORATE SOCIAL RESPONSIBILITY

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization / Orientation Programme on being inducted into the Board. The Programme aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Companys Policy of conducting the Familiarization Programme is uploaded on the website of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted revised Insider Trading Policy in their meeting held on 14th February 2019 in compliance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities. The Companys New code of Conduct for Prevention of Insider Trading is uploaded on the website of the Company .

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed (Annexure 8). Also, the Annual Return of the Company is uploaded on the website of the Company.

INDUSTRIAL RELATIONS

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

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and as per Regulation 17 (9)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down the procedures to inform Board members about the risk assessment and mitigation procedures.

Regarding the general risk, the company follows a minimal risk business strategy as given below:-

Particulars Risk Minimizing steps
Fixed Assets and Current Assets The company has taken adequate insurance coverage of its fixed assets and current assets which will minimize the impact of another event or development.
Financial Risk The company has a conservative debt policy. The debt component is very marginal
Foreign Whenever there is an export, the
Exchange Risk Foreign Exchange is covered at the time of confirmation of order so as to negate any fluctuation in the exchange rate
Credit risk on exports The credit is insured through Export
Credit and Guarantee Corporation
Limited (ECGC)

Mr. T.M.Harikumar, Company Secretary & CFO (upto 30.09.2018) and Mr.Deepak G Prabhu (w.e.f. 01.10.2018) has been assigned the task of informing the Board about the various risks and its mitigation by the Company from time to time.

At present the company has not identified any element of risk which may threaten the existence of the Company.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting Standards (Ind AS) with effect from 1st April 2017 and all its financial statements are made according to the said standard. Further, in the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are applied are set out in the Notes to the Financial Statements.

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

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

During the year the company has not received any compliant under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

 I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

III. The Directors had 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;

IV. The Directors had prepared the annual accounts on a going concern basis;

V. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

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

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

On Behalf of the Board
Ajit Thomas
Chennai Chairman
28.05.2019 DIN : 00018691

ANNEXURE - 1

FORM AOC - 1

Amt. in Rs. Lakhs

Sl. No. Name of Associates / Joint Ventures AVT Natural Products Ltd AVT McCormick Ingredients Private Ltd Midland Corporate Advisory Services Pvt. Ltd.
1 Latest audited Balance Sheet Date 31st March 2019 31st March 2019 31st March 2019
2 Shares of Associate/Joint Venture held by the company on the year end
(i) No. 6,09,13,600 31,50,000 2,50,000
(ii) Amount of Investment in Associates/Joint Venture 258.97 315.00 25.00
(iii) Extend of Holding % 40.00% 14.58% 32.89%
3 Description of how there is significant influence More than 20% of the Total Share Capital of the Associate
Concern is held by Neelamalai Agro Industries Ltd.
4 Reason why the associate / joint venture is not consolidated The Account of Associates have been
Consolidated
5. Networth attributable to shareholding as per latest audited Balance Sheet 10,064.75 2,262.40 7.82
6. Profit / Loss for the year
i. Considered in Consolidation 783.67 383.53 (0.79)
ii. Not Considered in Consolidation
Total Networth of the company 25,161.89 15,517.20 23.78

ANNEXURE- 2

Conservation of Energy

The information under 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, 2019 is given here below and forms part of the Directors Report.

A. CONSERVATION OF ENERGY

Neelamalai Agro Industries Ltd. is committed to conserve energy in all our activities. We have been adopting energy conservation measures for many years. The following energy saving measures have been adopted at Katary & Sutton Estates:-

1. Energy Efficient Motors have been installed in Withering Section & Rolling room

2. Dust collection system provided with Energy Efficient motors and variable speed drive in Tea Mec Drier & Jumbo Drier

3. Recycling, Drier Exhaust hot air for withering from dust collection systems in Tea Mec Drier & Jumbo Drier.

4. Dust collection system with energy efficient motor has been installed in sifting room

5. Hot water Generator of 10 Lakh Kcal has been installed for fuel efficiency

6. Energy Saving Lights of 28 wts have been provided in factory instead of 40 wts per fitting

7. Reduced usage of Diesel Generator (DG) by maintaining maximum demand with proper usage of automated maximum demand management system

8. 200 KVAR Harmonics filter panel has been installed to stabilize the power supply & improve power factor for savings on energy

ANNEXURE - 3

Information pursuant to Section 197(12) of the Companies, Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014

(1) Ratio of the remuneration of each Director to the median remuneration of all the employees of the Company for the financial year 2018-19

Median remuneration of all the employees of the Company for the Financial Year 2018-19- Rs. Lakhs 0.75
Percentage increase in the median remuneration of the employees in the Financial year 2018-19 9%
Number of permanent employees on the rolls of the Company as on 31st March 2019 623

(2) The percentage of increase in remuneration of Executive Director /Company Secretary & CFO during the financial year 2018-19

Sl. No. Name of the Director / KMP Desgination Remuneration during the FY 2018-19 % increase in Remuneration during FY 2018-19
(Rs. in Lakhs)
a Mrs. Shanthi Thomas Executive Director 28.17 Nil
b Mr. T M Harikumar Company Secretary & CFO 28.35 115% (Including
( upto 30.9.2018) superannuation benefits)
c Mr. Deepak G Prabhu CFO (w.e.f1.10.2018) 12.00 8%
d. Mr. S Lakshmi Narasimhan Company Secretary
(w.e.f 14.02.2019) 1.43 Nil

(3) 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 point out if there are any exceptional circumstances for increase in the managerial remuneration :-

There is an increase of 9% in the salaries of employees other than managerial personnel mainly due to increase in the salaries of managerial personnel during the year.

The company had paid the superannuation benefits to Mr T M Harikumar on his retirement on 30.09.2018. Justification for increase : The increase is in line with the industrial standards and the Companys performance (4) The remuneration is as per the remuneration policy of the Company.

Note: The calculation for median remuneration and average increase in remuneration is arrived at based on permanent employees of the Company in the regular rolls.