coastal corporation ltd Directors report

To,

The Members,

Your Directors are having immense pleasure in presenting the Forty Second Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2023 and the report of the Auditors thereon.

1. Financial summary

Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022	Year Ended 31.03.2023	Year Ended 31.03.2022
	(Standalone)		(Consolidated)
Revenue from Operations	33681.72	46,060.54	35272.45	49,109.51
Other Income	1096.24	1,192.31	1154.09	1,328.79
Total Income	34777.96	47,252.85	36426.54	50,438.3
Profit before Taxation	1297.63	2,071.70	1076.10	1,934.71
Current Tax	100.26	555.50	103.82	559.25
Tax relating to earlier years	3.48	(11.33)	3.82	(6.42)
Deferred Tax Credit/(Charge)	298.31	28.28	298.56	26.57
Profit After Tax(PAT)	895.58	1,499.25	669.89	1355.31
Total Other Comprehensive Income/Loss net of tax	62.74	(93.04)	123.68	(67.22)
Total Other Comprehensive Income for the year net of tax	958.32	1,406.21	793.57	1,288.09

2. Summary of Operations & State of Companys Affairs

On a consolidated basis, the Companys total revenue for FY 2023 was Rs. 35272.45 Lakhs as compared to the previous year revenue of Rs. 49109.51 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and FY 2022 was Rs. 793.57Lakhs and Rs. 1288.09Lakhs, respectively.

On a Standalone basis, the Companys total revenue for FY 2023 was Rs. 33681.72 Lakhs as compared to the previous year revenue of Rs. 46060.54 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and FY 2022 was Rs. 958.32 Lakhs and Rs. 1406.21 Lakhs, respectively.

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

3. Share Capital

As on 31st March, 2023 the authorized capital of the Company is Rs. 15,00,00,000/- (Rupees _fteen crores only) divided into 1,50,00,000 (one crores _fty lakhs) equity shares of Rs. 10/-each .

The Company during the year issued 19,29,800 partly paid-up equity shares on rights issue basis to all the existing shareholders of the company in the ratio of 6:1 pursuant to the offer letter dated 25th August, 2022 at an issue price of Rs. 225/- per equity share.

During the year the company collected an amount of Rs. 56.25/- on application (i.e., 25% of issue price) and subsequently, in the month of January 2023 the Company collected an amount of Rs. 112.5/- on 1st Call (i.e., 50% of the issue price) per equity share.

The paid-up capital of the Company as on 31st March 2023 stands at Rs. 12,95,97,695/-divided into 1,15,78,800 fully paid up equity shares(Rs. 10/- per share), 17,97,039 partly paid up shares(Rs. 7.5/- per share paid-up) and 1,32,761 Partly paid up shares (Rs. 2.5/- per share paid up)

4. Dividend

The Company has voluntarily formulated a Dividend Distribution Policy which has been duly approved by the Board of Directors. A copy of the Dividend Distribution Policy is available on the Companys website: www.coastalcorp.co.in The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

The Board of Directors of the Company at their meeting held on the 30th day of May, 2023 recommended a Dividend of Rs. 1.35/-i.e.,13.5% on the nominal value of Equity Share of Rs. 10/- each which shall be declared subject to the shareholders approval at this Annual General Meeting. The dividend will be paid to all the eligible shareholders as on the book closure dates. As per the amended Income Tax Act, 1961, no dividend distribution tax was payable by the Company. Hence the dividend was taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy was taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates.

The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.

5. Amount to be carried to reserves

The Company has not transferred any amount to the reserves during the current financial year.

6. Employee stock option plans (ESOP)

Your Company believes that its success and ability to achieve objectives is largely determined by the quality of its workforce and recognizes that not only good employment opportunities but also additional motivating mechanisms are needed to incentivize employees and aligning their interest with the interest of the Company. In recognition of the said objective, the Company adopted and implemented CCL ESOP Scheme – 2021 ("CCL Scheme – 2021"). to attract, retain, motivate and incentivize employees of the Company and its subsidiaries. The ESOP Plan of the Company are implemented and administered by the Nomination & Remuneration Committee. There were no Options granted or vested or any shares issued on vesting during the year.

7. Awards and recognitions

Your Company is consistently working towards its goal. The company was selected for Federation of Indian Export Organization (FIEO) Southern Region Export Excellence Awards – SILVER under the category of Best performing Exporter in Andhra Pradesh for the year 2019-20.

8. Subsidiaries/Associates and joint ventures

The Company has the following three wholly owned subsidiaries:

I) Continental Fisheries India Limited II) Seacrest Seafoods Inc.

III) Coastal Biotech Private Limited

There has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing salient features of the financial statement of both the subsidiaries of the Company is annexed in the format of AOC-1 as Annexure - 1 to the Financial Statements of the Company.

The accounts of the above subsidiaries have been considered in the consolidated financial results of the Company. The Annual Audited Financial Statements of each of the subsidiary companies are placed on the Companys website.

9. Particulars of contracts or arrangements made with related parties

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website at www.coastalcorp.co.in .

All related party transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to this report.

These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report.

10. Deposits

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory auditors & auditors report

At the 38th Annual General Meeting held on August 31, 2019, the Members approved the appointment of M/s. Bramhmayya & Co., Chartered Accountants, Visakhapatnam (Registration No.000513S) to hold office from the conclusion of the 38th Annual General Meeting until the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2024. The Statutory Auditors were present in the last AGM. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2023.

12. Secretarial auditors

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. A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company Secretary, Visakhapatnam to undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure - 3 to this report. The same does not contain any adverse remarks. The Company has appointed M/s. A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company Secretary, Visakhapatnam as the Secretarial Auditor for the Financial Year 2023-24.

13. Internal auditors

The Board of Directors based on the recommendations of the Audit Committee have appointed M/s. Jaya & Lakshmi, Chartered Accountants, Visakhapatnam for the financial year 2023-24. who has to act in an independent manner and also responsible for regulatory and legal requirements relating to operational processes and internal systems. They report directly to the Board of Directors.

14. Credit & guarantee facilities

The Company has been availing Packing Credit limits and Term Loan and other facilities from Bank of India and HDFC Bank Visakhapatnam.

15. Particulars regarding energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 4 to this report.

16. Management discussion analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure - 5 to this report.

17. Corporate governance

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Practicing Company Secretary, on compliance with corporate governance norms under the Listing Regulations, forms part of this Annual Report as Annexure – 6, 7 & 8.

18. Corporate social responsibility (CSR)

Your Company CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Amendment Rules, 2021 are set out in Annexure - 9 of this Report. The policy is available on Companys website at www.coastalcorp.co.in. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report

19. Annual return

As per the provisions of section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year 2022-23 is available on our website www.coastalcorp.co.in.

20. Changes in directors and key managerial personnel

The below mentioned Directors were appointed/re-appointed in terms of applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the 41stAnnual General Meeting which was held on September 30th, 2022: (i) Mrs. Jeeja Valsaraj who was liable to retire by rotation was re-appointed.

(ii) Mr. GVV Satyanarayana was appointed as Whole Time Director designated as Director - Finance.

Appointments/Re-appointments at this Annual General Meeting

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Jeeja Valsaraj, Director of the Company retires by rotation and being eligible, has offered herself for re appointment.

As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of re-appointments is given below:

(i) Mrs. Jeeja Valsaraj (01064411):

Particulars	Details
Name	Ms. Jeeja Valsaraj
Date of Birth	01-02-1964
Age	59 yrs
Relationships with Directors inter-se	She is the wife of the Managing Director, Mr. Valsaraj Thottoli
Profile	Mrs. Jeeja Valsaraj, aged 59 years is the Non-Executive Director of our
	Company. She is the wife of the Managing Director, Mr. Valsaraj Thottoli.
	She has completed her post graduate diploma in Management and
	Fashion Technology. She is associated with our Company for 18 years.
	She has interest and experience in the varied areas of Administration,
	Social responsibility service, Fashion Technology, etc. She was appointed
	as an additional Non Executive Director on October 01, 2004 and
	regularized as Non Executive Director in Annual General Meeting held
	on September 30, 2005.
Qualification	Post Graduate in Management & Fashion Technology
Experience & Expertise in specific function area	19 years
Remuneration last drawn by such person	Kindly refer to the Corporate Governance Report.
Membership/Chairmanship of committees of the	She is the Member of Audit Committee, Stakeholders Relationship
Board of Directors of the Company	Committee, Corporate Social Responsibility Committee and Nomination
	& Remuneration Committee of the Company.
	She is the chairperson of Corporate Social Responsibility Committee and
	Stakeholders Relationship Committee
Other Directorships and Membership of other Boards	NIL
Shareholding	3,74,200 Fully Paid Up Equity Share
	62,366 Partly Paid Up Equity Shares
Pecuniary relationship directly or indirectly with the	Mrs Jeeja Valsaraj is not directly/indirectly related to any other Director
Company, or relationship with the Managerial Person-	and/or Key Managerial Personnel of the Company except with Mr.
nel, if any	T.Valsaraj.

ii) Mr. Kalyanaraman P.R (DIN:01993027)

Name	Kalyanaraman P.R
Date of Birth	30-03-1948
Age	75 Years
Relationships with Directors inter-se	No Relationship with any of the other Directors
Profile	Mr. Kalyanaraman P.R, aged 75 years is a Non-Executive
	Independent Director of our Company. His present tenure as
	an Independent Director commenced on 11th September 2018
	and is until 10th September, 2023.
	He served as the Executive Director – a Board position in
	Federal Bank, the largest private sector bank in Southern India.
	He commenced his working career as a marketing professional;
	marketing has been a key driver.
	He was a guest faculty member at Banks Staff Training College,
	Indian Institute Of Banking and Finance, National Institute of
	Bank Management to name a few.
Qualification	Science Graduate in Chemistry, He is Professionally qualified
	with C.A.I.I.B. and Banking Management Program from IIM
	Ahmedabad.
Experience & Expertise in specific function area	Mr. Kalyanaraman P.R was a well-rounded commercial banker,
	having an impeccable career record spanning over 50 years in
	financial services. He held successfulassignments across public
	and private sector banks, across geographies and functions
	both in business and in operational areas– across retail and
	corporate businesses –both in field and at macro levels.
Remuneration last drawn by such person	Kindly refer to the Corporate Governance Report.
Membership/Chairmanship of committees of the Board of	He is the Chairman of Audit Committee of the Company. He is
Directors of the Company	also a member in Nomination & Remuneration Committee and
	Corporate Social Responsibility Committee of the Company.
Other Directorships and Membership of other Boards	Chemm Finance Ltd
	Kogta Financial (India) Limited
	Ramaiah Capital Private Limited
Shareholding	NIL
Pecuniary relationship directly or indirectly with the Company,	Mr. Kalyanaraman P.R is not directly/indirectly related to
or relationship with the Managerial Personnel, if any	any other Director and/or Key Managerial Personnel of the
	Company.

iii) Mr. T. Valsaraj(DIN:00057558)

(seeking approval only for continuation of appointment as the director would be attaining the age of 70 years on 31-07-2024)

Name	T. Valsaraj
Date of Birth	31-07-1954
Age	69 years
Relationships with Directors inter-se	He is the husband of Non-Executive Director, Mrs. Jeeja Valsaraj.
Qualification	Bachelors Degree of Technology (in Chemical Engineering)
Profile	He is the promoter of the Company. He has experience in
	export business of marine products and other merchandise.
	He is responsible for strategic business planning, growth and
	management of the Company. He looks after overall management
	and operations of the Company and is instrumental in preparing
	the growth strategies for the Company. Presently, he is the Vice
	Chairman and Managing Director of the Company and his current
	tenure is commenced from 29th September, 2020.
Experience & Expertise in specific function area	He has a vast experience of over 4 decades. His areas of
	expertise are overall developing &growth of the organization in
	all aspects including strategic business planning and analysis of
	future competition and threats at global level
Remuneration last drawn by such person	Kindly refer to the Corporate Governance Report.
Membership/Chairmanship of committees of the Board of	NIL
Directors of the Company
Other Directorships and Membership of other Boards	Coastal Biotech Private Limited
	Continental Fisheries India Limited
Remuneration Proposed	There are no changes in the terms of remuneration pursuant to the
	present appointment. The old remuneration shall continue to be
	paid for the remaining tenure of his appointment. The resolution at
	this meeting is being proposed as he would be attaining the age
	of 70 years on 31st July 2024.
Shareholding	12,99,152 Fully Paid Up Equity Shares
	3,00,000 Partly Paid Up Equity Shares
Pecuniary relationship directly or indirectly with the Company,	Mr. T. Valsaraj is not directly/indirectly related to any other
or relationship with the Managerial Personnel, if any	Director and/or Key Managerial Personnel of the Company
	except with Mrs Jeeja Valsaraj.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2022-23 are: • Mr. Valsaraj Thottoli, Vice-Chairman and Managing Director • Mr. G.V.V. Satyanarayana, Chief Financial Officer, Whole time Director designated as Director-Finance • Ms. Swaroopa Meruva, Company Secretary

There was no resignation and removal of any Key Managerial Personnel during the year.

A brief profile of the directors of the company is annexed herewith as Annexure - 10 to this report.

21. Particulars of employees as per section 197(12) under rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules, 2014

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-12 Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this report.

22. Directors responsibility statement as required under section 134 (3) (c) of the companies act, 2013

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts, 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 financial year and of the profit and loss of the company for that period; (c) They have taken proper and sufficient care towards 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 for the financial year 2022-23 on a going concern basis; (e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and (f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023

23. Significant and material orders passed by the regulators/courts or tribunals

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

24. Change in the nature of business, material changes and commitment:

During the year under review, there is no change in nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report unless otherwise stated in the report.

25. Vigil mechanism / whistle blower policy

The Company has adopted a whistle blower mechanism to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct and Ethics. The policy is posted on the website of the Company www.coastalcorp. co.in.

26. Risk management

The Board oversees Companys processes for determining risk tolerance and review managements action and comparison of overall risk tolerance to established levels. The framework is designed to enable risks to be identified, assessed and mitigated appropriately. Major risks identified by the businesses andfunctions are systematically addressed through appropriate actions on a continuous basis.

27. Policy on directors appointments and remuneration, including criteria for determining qualifications, positive attributes, etc.

The Companys policy (salient features) on Directors remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been brie_y disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows: • Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them. Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

28. Particulars of loans, guarantees and investments pursuant to section 186 of the companies act, 2013

Pursuant to section 186 of the companies act, 2013 and schedule V of the listing regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

29. Annual evaluation of board performance and performance of its committees and of directors

The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.

30. Prevention, prohibition and redressal of sexual harassment at work place

Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action. During the year there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. Internal control systems & their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

32. Number of meetings of the board & committee

Eleven (11) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

COMMITTEES:

The details pertaining to the composition of the Committees and its Meetings are included in the Corporate Governance Report, which is a part of this report.

33. Acknowledgements:

Coastal Corporation Limited is grateful to the Government of India, Securities and Exchange Board of India (SEBI), Registrar of Companies (ROC), Bombay Stock Exchange Ltd(BSE), National Stock Exchange of India Limited(NSE), National Securities Depository Limited(NSDL), Central Depositary Services (India) Limited (CDSL), Bankers, Rating agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued co-operation, support and guidance. Coastal Corporation Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continues to drive its progress. The Directors also express their gratitude to the Bankers and Auditors of the Company. The Directors appreciate and value the contribution made by every member of the CCL family.

		On behalf of the board
		for COASTAL CORPORATION LIMITED
	Sd/-	Sd/-
	T.Valsaraj	G.V.V.Satyanarayana
Place: Visakhapatnam	Managing Director	Director (Finance)
Date: 12.08.2023	(DIN:00057558)	(DIN: 00187006)