Directors Report of NEPC Agro Foods Ltd.

Mar 31, 2014

To the Members of NEPC AGRO FOODS LIMITED

The Directors have pleasure in presenting the 22nd Annual Report with Audited Accounts of your Company for the accounting year ended 31st March. 2014

RS in lakhs FINANCIAL HIGHLIGHTS: 31-03-2014 31-03-2013

Gross income 81.80 69 70

Profit / (Loss) before Depreciation 1.33 (46.67)

Depreciation - -

Profit / (Loss) after Depreciation 1.33 (46.67)

Provision for taxation - -

Profit / (Loss) after taxation 1.33 (46.67)

Balance Profit / (Loss) Account B/F (2238.94) (2192,28)

Total (2237.61) (2238.94)

Appropriations: - -

Balance Profit/(Loss) C/F to Balance sheet (2237.61) (2238.94)

OPERATING RESULTS

During the year under review, your Company has sustained increase in the sales turnover as compared to the previous year due to favourable market trends and yield factor. It is hoped that the market trends would become favourable and the Company will be able to achieve further higher sales and operating performance in the coming year(s).

DIVIDEND

The Directors do not recommend dividend for the year ending 31st March 2014. in view of the past losses incurred by the Company.

DIRECTORATE

Mr. Tirupathi Kumar.Directors (DIN: 00126699) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment to the Board.

AUDITORS

Mr. M. Dinesh Kumar & Co., Chartered Accountant, Auditor of the Company has expressed his inability to continue as a Auditor of the company. Mr.A.Nageswaran has given his consent to act as a Auditor of the company if appointed and also certificate in terms of Section-139 of the companies act 2013 has been obtained by the company . Therefore the Board recommends the appointment of Mr.A.Nageswaran , Chartered Accountant. Coimbatore as Statutory Auditor.

DIRECTOR''S RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act. 1956, the Directors confirm that :

- in the preparation of annual accounts the applicable Accounting Standards have been followed, along with proper explanation wherever necessary

- The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the attairs of the Company and of the Profit for the financial year;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company, and for prevention and detection of fraud and other irregularities;

- The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNACE

A detailed report on this subject forms part of this Report FIXED DEPOSITS Your Company has not accepted any fixed deposits as defined under section 58 AA of the Companies Act. 1956, from the public during the year under review.

REMARKS ON AUDITOR''S QUALIFICATIONS

With regard to para 4(a) of Auditor''s report and point no.II - 2 and 2.1 in Note 10 regarding confirmation of balances and reconciliations, the Company has counter claim as well as additional claims realisable etc., and such claims continue under active consideration and reconciliation. Hence, the confirmation of balances have not been obtained. However, it may be noted that after due reconciliation is over, the assets and liabilities of your Company will not have any material change.

With regard to para 4(b) of Auditor''s report and point no. II - 4 in Note 10 regarding non-recognition of diminution in value of investments, the Management is of the view that the investments have not diminished in their value.

With regard to para 4(c) of Auditor''s report and point no. II - 5.1 in Note 10, the Management is hopeful of recovery of debts and hence not considered as doubtful requiring provision therefor.

With regard to para 4(d) of Auditor''s report and point no. II - 5.2 in Note 10, pertaining to Loans and Advances, the Management is hopeful of performance/recovery of amounts and hence not considered as doubtful requiring provision therefor.

With regard to para 4(e) of Auditor''s report and point no. II - 8 in Note 10, the Company is in the process of making necessary arrangement for retirement and other benefits. Considering the experience of employees in the Company, the quantum of provision required is expected to be marginal and will not vitiate the financial statement.

With regard to para 4(f) of Auditor''s report and point no. II - 9 in Note 10, the operations of the Company are presently concentrated in a particular geographical area and in a particular product / service only. Hence, segmental information is not considered / disclosed.

With regard to para 4(g) of Auditor''s report and point no. II - 10 in Note - 10. the present operations of the Company are only cultivation of green tea leaves, which are directly sold without further processing. Consequently,, no provision for depreciation is considered in the books since the assets were not put into use during the year.

With regard to para 4(h) and and point no. II -11 in Note - 10, the Company is in active discussions with the financial institutions and banks for one-time settlement involving substantial waiver over a period of of time. The Company is hopeful that the proposals submitted to the financial institutions and banks are practical and acceptable to them. Hence interest on such loans has not been considerd / provided for.

With regard to para 4(i) and point no. 11-13 in Note - 10. regarding AS-28, the Company is in the process of ascertaining the loss on account of impairment of asset, if any, and it is also considering the possibility of realising some claim / value arising out of these assets. Pending these assessments, the loss has not been recognised in the current year.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as amended.

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

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors)Rules 1988. with respect to these matters is appended hereto and forms part of this report.

INDUSTRIAL RELATIONS

Your Company continues to maintan harmonius and cordial relations with its employees.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the co-operation that they have received during the year from its Bankers and Employees.

for and on behalf of the Board of For NEPC Agro Foods Limited

Place : Chennai Rajkumar Date : 30-07-2014 Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report with Audited Accounts of your Company for the accounting year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

Rs. in lakhs

31-03-2010 31-03-2009

Income from operation 223.41 256.48

Other Income 0.51 11.75

Operating Expenses 264.02 226.32

Depreciation - -

Profit /(loss)before tax (40.10) 41.88

Provision for taxation - -

Profit after Tax (40.10) 41.88

Prior Period Adjustment 95.17 -

Balance Brought forward (2147.62) (2189.50)

Profit/(Loss) carried forward to Balance sheet (2282.89) (2147.62)

OPERATING RESULTS

During the year under review, your Company has sustained a decrease in the sales turnover as compared to the previous year due to un-favorable market trends and yield factor. It is hoped that the market trends would become favorable and the Company will be able to achieve higher sales and operating performance in the coming year(s).

DIVIDEND

The Directors do not recommend dividend for the year ending 31 st March 2010, in view of the past losses incurred by the Company.

DIRECTORATE

Mr.Rakesh Gupta and Mr. S. Rajendran retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS:

M/s. B. Y. Srini vasan & Associates., Chartered Accountants, Auditors of the Company retire at the conclusion of the Annual General Meeting. However, they are eligible for re-appointment and have given their consent to act as the auditors of your Company, if appointed.

DIRECTOR''S RESPONSIBILITY STATEMENT

In compliance with Section 217(2 AA) of the Companies Act, 19S6, the Directors confirm that:

- in the preparation of annual accounts the applicable Accounting Standards have been followed, along with proper explanation wherever necessary

- The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the attars of the Company and of the loss for the financial year;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company, and for prevention and detection of fraud and other irregularities;

- The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNACE

A detailed report on this subject forms part of this Report

FIXED DEPOSITS

Your Company has not accepted any fixed deposits as defined under section 58 AA of the Companies Act, 1956, from the public during the year under review.

REMARKS ON AUDITOR''S QUALIFICATIONS

With regard to para 3(vi)(a) of Auditor''s report and noteno.II-2.1 and 2.2 in Schedule I9regarding confirmation of balances and reconciliations, the Company has counter claim as well as additional claims realisable etc., and such claims continue under active consideration and reconciliation. Hence, the confirmation of balances have not been obtained. However, it may be noted that after due reconciliation is over, the assets and liabilities of your Company will not have any material change.

With regard to para 3(vi)(b) of Auditor''s report and note non - 4 in Schedule 19 regarding non- recognition of diminution in value of investments, the Management is of the view that the investments have not diminished in their value.

With regard to para 3(vi)(c) of Auditor''s report and note no. II - 5.1 in Schedule 19, the Management is hopeful of recovery of debts and hence not considered as doubtful requiring provision therefore.

With regard to para 3(vi)(d) of Auditor''s report and note no. II - 5.2 in Schedule 19, pertaining to Loans and Advances, the Management is hopeful of performance/recovery of amounts and hence not considered as doubtful requiring provision therefore.

With regard to para 3(vix) of Auditor''s report and note no. II - 8 in Schedule 19, the Company is in the process of making necessary arrangement for retirement and other benefits. Considering the experience of employees in the Company, the quantum of provision required is expected to be marginal and will not vitiate the financial statement

With regard to para 3(vi)(f) of Auditor''s report and note no. II - 9 in Schedule 19, the operations of the Company are presently concentrated in a particular geographical area and in a particular product / service only. Hence, segmental information is not considered / disclosed.

With regard to para 3(vi)(g) of Auditor''s report and note no. II - 10 in Schedule 19, the present operations of the Company are only cultivation of green tea leaves, which are directly sold without further processing. Consequently,, no provision for depreciation is considered in the books since the assets were not put into use during the year.

With regard to para 3(vi)(h) and and note no. II - 11 in Schedule 19, the Company is in active discussions with the financial institutions and banks for one-time settlement involving substantial waiver over a period of time. The Company is hopeful that the proposals submitted to the financial institutions and banks are practical and acceptable to them. Hence interest on such loans has not been considered / provided for.

With regard to para 3(vi)(i) and note no. II-14 in Schedule 19, regarding AS-28, the Company is in the process of ascertaining the loss on account of impairment of asset, if any, and it is also considering the possibility of realising some claim / value arising out of these assets. Pending these assessments, - the loss has not been recognised in the current year. ''

With regard to para (ix)(a) of the Annexure to the Auditor''s report, the Company has obtained a Court Order so as to adjust excess payment by a Group Company of P/F amounts lying with the PF authority towards the provident fund dues pertaining to this Company.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the relevant Rules as

CONSERVATION OF ENERGY, TECHNOLOG Y ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors)Rules 1988, with respect to these matters is appended hereto and forms part of this report

INDUSTRIALRELATIONS

Your Company continues to maintain harmonies and cordial relations with its employees.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the co-operation that they have received during the year from its Bankers and Employees.

for and on behalf of the Board of

For NEPC Agro Foods Limited

Place : Chennai Ravi Prakash Khemka

Date : 30-07-2010 Chairman

---

Mar 31, 2009

The Directors have pleasure in presenting the Seventeenth Annual Report with Audited Accounts of your Company for the accounting year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS: Rs. in lakhs

31-03-2009 31-03-2008

Income from operation 256.48 231.64

ther Income 11.75 16.35

Operating Expenses 226.32 193.57

Despreciation - -

Profit before tax 41.88 54.42

Provision for taxation - 0.45

Profit after Tax 41.88 53.97

Prior Period Adjustment

Balance Brought forward (2189.50) (2243.47)

Profit/fLoss) carried forward to Balance sheet (2147.62) (2189.50)

OPERATING RESULTS

During the year under review, your Company has achieved an increase in the sales turnover as compared to the previous year due to favourable market trends and yield factor. It is hoped that the Company will be able to achieve higher sales and operating performance in the coming

year(s).

DIVIDEND

The Directors do not recommend dividend for the year ending 31 st March 2009, in view of the past losses incurred by the Company.

DIRECTORATE

Mr.Raj Kumar and Mr. Tirupathi Kumar retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

AUDITORS :

M/s. B.Y. Srinivasan & Associates., Chartered Accountants, Auditors of the Company retire at the conclusion of the Annual General Meeting. However, they are eligible for re-appointment and have given their consent to act as the auditors of your Company, if appointed.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

in the preparation of annual accounts the applicable Accounting Standards have been followed, along with proper explanation wherever necessary

The Accounting Policies selected and applied on a consistent basis, give a true and fair view of the attairs of the Company and of the profit for the financial year;

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company, and for prevention and detection of fraud and other irregularities;

The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNACE

A detailed report on this subject forms part of this Report

FIXED DEPOSITS

Your Company has not accepted any fixed deposits as defined under section 58 AA of the Companies Act, 1956, from the public during the year under review.

REMARKS ON AUDITORS QUALIFICATIONS

With regard to para 3(vi)(a) of Auditors report and note no.II - 2.1 and 2.2 in Schedule 19 regarding confirmation of balances and reconciliations, the Company has counter claim as well as additional cliams realisable etc., and such claims continue under active consideration and reconciliation. Hence, the confirmation of balances have not been obtained. However, it may be noted that after due reconciliation is over, the assets and liabilities of your Company will not have any material change.

With regard to para 3(vi)(b) of Auditors report and note no.II - 4 in Schedule 19 regarding non- recognition of diminution in value of investments, the Management is of the view that the investments have not diminished in their value.

With regard to para 3(vi)(c) of Auditors report and note no. II - 5.1 in Schedule 19, the Management is hopeful of recovery of debts and hence not considered as doubtful requiring provision therefor.

With regard to para 3(vi)(d) of Auditors report and note no. II - 5.2 in Schedule 19, pertaining to Loans and Advances, the Management is hopeful of performance/recovery of amounts and hence not considered as doubtful requiring provision therefor.

With regard to para 3(vi)(e) of Auditors report and note no. II - 8 in Schedule 19, the Company is in the process of making necessary arrangement for retirement and other benefits. Considering the experience of employees in the Company, the quantum of provision required is expected to be marginal and will not vitiate the financial statement.

With regard to para 3(vi)(f) of Auditors report and note no. II - 9 in Schedule 19, the operations of the Company are presently concentrated in a particular geographical area and in a particular product / service only. Hence, segmental information is not considered / disclosed.

With regard to para 3(vi)(g) of Auditors report and note no. II - 10 in Schedule 19, the present operations of the Company are only cultivation of green tea leaves, which are directly sold without further processing. Consequently,, no provision for depreciation is considered in the books since the assets were not put into use during the year.

With regard to para 3(vi)(h) and and note no. 11-11 in Schedule 19, the Company is in active discussions with the financial institutions and banks for one-time settlement involving substantial waiver over a period of of time. The Company is hopeful that the proposals submitted to the financial institutions and banks are practical and acceptable to them. Hence interest on such loans has not been considerd / provided for.

With regard to para 3(vi)(i) and note no. 11-14 in Schedule 19, regarding AS-28, the Company is in the process of ascertaining the loss on account of impairment of asset, if any, and it is also considering the possibility of realising some claim / value arising out of these assets. Pending these assessments, the loss has not been recognised in the current year.

With regard to para (ix)(a) of the Annexure to the Auditors report, the Company has obtained a Court Order so as to adjust excess payment by a Group Company of P/F amounts lying with the PF authority towards the provident fund dues pertaining to this Compnay.

PARTICULARS OF EMPLOYEES

No employee of the Company was paid remuneration in excess of limits prescribed under Section 217 (2 A) of the Companies Act, 1956, read with the relevant Rules as amended.

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

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors)Rules 1988, with respect to these matters is appended hereto and forms part of this report.

INDUSTRIAL RELATIONS

Your Company continues to maintan harmonius and cordial relations with is workers.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the co-operation that they have received during the year from its Bankers and Employees.

for and on behalf of the Board of For NEPC Agro Foods Limited

Place : Chennai Ravi Prakash Khemka

Date : 30-07-2009 Chairman

---

Oct 31, 2001

The Directors have pleasure in presenting the Tenth Annual Report with Audited Accounts of your Company for the year ended 31st October 2001.

FINANCIAL RESULTS:

The working results for the year are as under:

Rs.in lakhs Rs.in lakhs Year ended Year Ended 31.10.2001 31.10.2000

Income from Operation 488.08 549.74

Other Income 1.07 4.17

Operating Expenses 546.56 596.04

Depreciation 380.88 377.33

Profit / (Loss) after Taxation (438.29) (419.46)

Add. Balance b/f from General Reserve 656.42 1075.88

218.13 656.42

APPROPRIATIONS

Transfer to General Reserve 218.13 656.42

218.13 656.42

Interest charges have not been provided during the year under review, since loan along with interest is being restructured with Bank and FIs.

PERFORMANCE

The revenue during the year under review is marginally lower due to lower Tea realisation. Your Company is taking the necessary steps to improve sale of Tea and other related products in the coming year.

DIVIDEND

The Directors do not recommend Dividend for the year ended 31st October 2001 in view of the loss incurred by the Company.

DIRECTORATE

Shri.Tirupathi Kumar retires from the Board by rotation and being elilgible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- in the preparation of annual accounts the applicable Accounting Standards have been followed

- the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the loss for the financial year;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the company; and for prevention and detection of fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Securities Exchange Board of India, vide an amendment to the Listing Agreement, has directed listed companies to follow uniform code of Corporate Governance which also includes disclosures in the Annual Report. The Company has already formed an Audit Committee and initiatives have been taken to ensure that the Company is fully compliant with the Corporate Governance Code as per the schedule of implementation.

DEPOSIT

Your Company has not accepted any deposits from the public.

AUDITORS

M/s. T.G. RAMANATHAN & COMPANY, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting and expressed their unwillingness to the reappointment. Hence, it is being suggested by the Board that M/s. SMNP & Co., Chartered Accountants, No.307, Chartered House, Dr. C.H. Street Near Marine Lines Church, Mumbai - 400 002 who have given their consent to act as Auditors if appointed, be appointed from the date of this Annual General Meeting to the conclusion of the next Annual General Meeting.

PERSONNEL

No employee of the Company was paid remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Your Company continues to maintain harmonious and cordial relations with its workers in all Divisions.

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

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, with respect to these matters is appended hereto and forms part of this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep appreciation and gratitude to the Companys members for their continued support and confidence. Your Directors wish to thank and deeply acknowledge the co-operation and assistance extended by the Bankers, Government authorities and other Business associates. The Board would also take this opportunity to commend the employees of the Company at all levels for their contribution to the Companys success.

for and on behalf of the Board For NEPC AGRO FOODS LIMITED

Chairman

Place: Chennai Date : 22-03-2002