Neha International Ltd Directors Report.

To the Members,

The Directors have pleasure in presenting before you the Twenty Fourth Annual Report of the Company together with the Audited Statements of Accounts for the year period ended 31st March, 2018.

FINANCIAL RESULTS:

Stand Alone

(Rs. In lakhs )
(2017-18) (2016-17)
Sl. No. Particulars 01.04.2017 to 31.03.2018 01.04.2016 to 31.03.2017
1 Gross Income 31072.83 30091.10
2 Profit Before Interest and Depreciation 886.4 771.59
3 Finance Charges 501.94 399.32
4 Gross Profit 384.46 372.27
5 Provision for Depreciation 5.68 6.27
6 Net Profit Before Tax 378.78 366.00
7 Provision for Tax 129.67 127.55
8 Net Profit After Tax 249.11 238.45
9 Balance of Profit brought Forward 249.11 238.45
10 Balance available for appropriation 249.11 238.45
11 Proposed Dividend on Equity Shares 0 0
12 Tax on proposed Dividend 0 0
13 Transfer from General Reserve 0 0
14 Surplus carried to Balance Sheet 249.11 238.45

Financial Results - Consolidated

(Rs.In lakhs)
(2017-18) (2016-17)
Sl.No. Particulars 01.04.2017 to 31.03.2018 01.06.2016 to 31.03.2017
1 Gross Income 32,362.60 45167.19
2 Profit Before Interest and Depreciation (1387.33) 944.73
3 Finance Charges 598.13 526.12
4 Gross Profit/(Loss) (1985.46) 418.61
5 Provision for Depreciation 317.05 150.34
6 Net Profit Before Tax (2302.51) 268.27
7 Provision for Tax 129.67 152.08
8 Net Profit After Tax (2432.18) 116.19
9 Minority Interest 0.01 -
10 Balance of Profit brought forward (2432.17) 116.19
11 Balance available for appropriation (2432.17) 116.19
12 Proposed Dividend on Equity Shares - -
13 Tax on proposed Dividend - -
14 Transfer from General Reserve - -
15 Surplus carried to Balance Sheet (2432.17) 116.19

OPERATIONS:

The standalone revenues stood to Rs.31072.83la khs for the year ended 31.03.201 8. The Company achieved a standalone operational profit of Rs.249.11Lakhs. The Directors do not recommend any dividend for the period ended 31st March 2018, keeping in mind the fund requirements. The company consolidated revenueof Rs 32362.60. lakhs for the period ended 31st March 2018.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis is set out in this Annual Report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the regulations laid down in SEBI (Listing Obligations and Disclosures Requirements), 2015.

A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Mathesh & Ramana, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosures Requirements), 2015 is ncluded as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE where the Companys Shares are listed.

DEMATERIALISATION OF SHARES:

99.21%of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2018and balance 0.79%is in physical form. The Companys Registrars are M/s XL Softech Systems Ltd., having their registered office at 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad -500 034. Notes:The Securities and Exchange Board of India (SEBI) vide its notification dated June 8, 2018 amended SEBI (listing Obligation and Disclosure Requirements) Regulation,2015,which mandates that transfer of securities with effect from December 5,2018 would be in dematerialized form only. Accordingly, weurge all the shareholders who holds their shares in physical form totake necessary steps with your Depository Participant(s) to dematerialize your shares held in the Company. Please note that as per the above SEBI Notification, the Company will obliged to reject any request for transfer of your shares after due date . However, request for transmission or transposition and dematerialization shall continue to be considered.

Number of Board Meetings held:

This is included in Corporate Governance Report.

Changes & Cessations in Directorships:

Mrs. G Vani(DIN: 08040631)has been appointed as Additional Director (Independent) category by the Board.

Approval of members by way of Ordinary resolutionis required for regularization of appointment of Mrs. G Vaniin the AGM to be held on 30 th December201 8.

Mrs. G. Lavanya Reddy (DIN: 06686222) has been appointed as Additional Director by the Board.

Approval of members by way of Ordinary resolution is required for regularization of appointment of Mrs. G. Lavanya Reddy in the AGM to be held on30 thDecember2018. Mr. Mukesh Aroraresigned from the office of Independ ent Director with effect from 23.05.2018 due to his personal reason. Mr.Sarath Kumar Pakalapati resigned from the office of Independent Director with effect from 16.06.2018 due to his personal reas on. The Board placed on record its appreciation for the Services, guidance and assistance provided by them while working as a director of the Company.

Changes in the Key Managerial Personnel as below:

Mr. Matru Prasad Mishra resigned from the office of Company Secretary on 30.11.2017 and the Board has appointed Mr. Satya Ranjan Jena as the Company Secretary of the Company with effect from 27.04.2018

Board Evaluation:

The Board has adopted a formal mechanism for evaluating its performance as well as the Committees including the individual director also including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board such as Composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meeting and otherwise, independent judgment, governance issues etc.

Familiarization Programs for Independent Directors:

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry prospective as well as issues being faced by the industry.

Independent Directors Meeting:

The independent Directors met on 10th February, 2018without the attendance of Non -Independent Directors and the members of management. The Independent directors revised the performance of Non-independent directors as a whole,the Chairman of the Company taking into account the various factors and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary forthe Board to effectively and reasonably perform their duties.

Declaration by the Independent Directors:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013that they meet the criter ia of independence as mentioned in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

DIRECTORS RESPON SIBILITY STA TEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the period ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the period and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

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

AUDIT OBSERVATIONS:

The Management has taken reasonable steps for the maintenance of Fixed Assets Register, providing for bad debts, verification of Stock account balances, etc.

The management is taking various steps to improve the net worth and is confident of achieving it in the coming years.

AUDITORS:

i) Statutory Auditors:

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated 7th May,2018 issued by Ministry of Corporate Affairs.Accordingly no resolution is proposed for ratification of appointment of Audito rs, who were appointed in the Annual General Meeting 29thSeptember,2017.

ii) Secretarial Audit:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

Comments on qualifications made in secretarial audit report:

SECRETARIAL AUDITORS REPORT – EXPLANATION TO OBSERVATIONS OF AUDIT

As prescribed under Section204(1) of the Act, the Company has received the Secretarial Audit Report. The observations made therein and the corresponding explanations are given below:

Sl. No Observation Our Explanation
Foreign Liabilities and The Company is yet to file Annual Return on 1
Assets for the Financial Year ended 31st March, 2017 with the Reserve Bank of India. Company is operating in various territory of the world with the presence of its subsidiaries in different regions. Due to differences in financial year of the Subsidiaries from the parent Company there was delay in the audit process of subsidiaries and delay in the preparation of accounts of subsidiaries. Company has also intimated BSE regarding the same.
2 The Company has not Consolidated its Financial Statements within specified time as required under regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended 31stMarch, 201 7.
3 The company has delay in filling up of casual vacancy of Women Director as required under Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
Generally the Company is regular in complying the regulatory
4 The Company has in few instances delays in filing of forms/returns/documents with the Registrar of Companies beyond the due dates. There is also instance where the Company is yet to file form MG T-14 for approval of Directors report. Compliances under relevant act/Regulations. It was missed inadvertently. The Company does not have any mala-fide intention regarding this. Regulatory provision shall be conformed in entirety.
However the Company will be cautious for compliance of the said act/regulations.
5 The co mpany has delay of one day in filing Corporate Governance report for the quarter ended 31stDecember, 2017 as required under regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

FIXED DEPOSITS

The Company has not invited / accepted deposits from the public within the meaning of Section 73 to 76 of the Companies Act, 2013

PERSONNEL

Employee relations continue to be cordial.

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,. The Company is not into manufacturing activity. Hence Not Applicable to the Company

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company has not crossed the thresh hold limit to implement CSR. Hence CSR is not Applicable to the Company during the year under report.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Regulation 33 of SEBI(LODR),2015 and as prescribed by Accounting Standard 21 notified by the Government of India under section 211(3c) of the Companies

Act, 2013, the Audited consolidated financial statements for the period ended 31st March, 2018are annexed and forms part of the annual Report.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were in the ordinary course of business. There were no materially significant related party transactions, which could have had a potential conflict with the interests of the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S. N o Name Designation Remuneration paid FY 2016-17 Remuneration paid FY 2017-18 Increase in remuneration from previous year
Rs. In Lakhs Rs.in Lakhs Rs.InLakhs
1 Mr. G.Vinod Reddy Managing Director (KMP) 18 18 -
2 Mr.G.Kameshwar Rau CFO (KMP) NA 7.50 -
3 Mr. Satya Ranjan Jena CS (KMP) NA NA -

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

Acknowledgement:

Directors take this opportunity to express their thanks to various departments of the Centraland State Government, Banker, Raw Material Supplier, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

Place: Hyderabad For On behalf of the Board
Date: 06.12.2018 Sd/ -
G. Vinod Reddy
Chairman & Managing Director