aspinwall & company ltd share price Directors report


To the members,

We are pleased to present the Report on our business and operations for the year ended March 31, 2023.

1. RESULTS OF OUR OPERATIONS

Sl. Particulars FY 2022 - 23 FY 2021 - 22
No. In Lakhs In Lakhs
1 Revenue from operations 28,885 25,473
2 Expenses (26,825) (23,643)
3 Earnings before Interest, Tax, Depreciation,
Amortisation and exceptional items 2,060 1,830
4 Depreciation and amortisation expenses (447) (369)
5 Finance cost (163) (296)
6 Exceptional items 958 331
7 Other income 592 389
8 Profit before Tax 3,000 1,885
9 Tax Expenses (606) (318)
10 Profit after tax 2,394 1,567
11 Other comprehensive (Loss), net of tax (97) (45)
12 Total comprehensive income for the year 2,297 1,522
13 Opening Balance- Retained Earnings 1,601 1,453
14 Transfer to General Reserve (1,100) (1,100)
15 Dividend and Dividend tax :
Final (469) (274)
Interim Nil Nil
Total (469) (274)
16 Closing Balance - Retained Earnings (12+13-14-15) 2,329 1,601
17 General Reserve 13,850 12,750
18 Retained Earnings 2,329 1,601
19 Total 16,179 14,351
20 EPS 30.61 20.04

2. CORPORATE GOVERNANCE

We believe good corporate governance is an essential foundation of our corporate philosophy, which ensures oversight and accountability, ethical corporate behaviour and fairness to all the stakeholders comprising investors, regulators, employees, customers, vendors and the society at large. As required by the SEBI (Listing Obligations and Disclosure Requirements), 2015, we attach herewith the Corporate Governance Report with the Auditors Certificate thereon.

3. MANAGEMENT DISCUSSION & ANALYSIS (M.D.&A.)

Pursuant to the Listing Regulations 2015, a separate composite and comprehensive report on Management Discussion and Analysis has been attached to this report.

4. BUSINESS PORTFOLIOS AND PERFORMANCE:

Our Company is a multi-line business organization and is engaged in Logistics services, Coffee processing and trading, Rubber plantations, manufacture and trading of Natural Fibre products. Following are the various portfolios and the performance details for the FY 2022-23:

Coffee Division:

The production of Indian Coffee during the FY 2022-23 was comparatively lower than the previous year on account of excess monsoon rains impacting the crop in the key regions of Karnataka, the largest coffee-producing State. Indias coffee exports for the financial year ending March 2023 scaled a new high at $1.126 billion on increase in global prices. The exports for the year are higher over the previous years $1.027 billion and surpassed the target of $1.088 billion fixed by the Commerce Ministry.

The composite index price of the International Coffee Organisation (ICO) for the last year was very high compared to the previous 10 years. The ICO indicator price for ‘Other Milds, a category under which the Indian coffees are classified, went up from around 185 US cents per pound last year to 226 US cents per pound.

World coffee production decreased by 1.4% to 168.5 million bags in the coffee year 2021-22, hampered by the off-biennial production and negative meteorological conditions in a number of key origins. However, it is expected to bounce back by 1.7% to 171.3 million bags in Coffee Year 2022-23.

Aspinwall being one of the finest producers of speciality coffee in India produces unique and well accepted monsooned coffees in the global market, which are mostly exported to the European countries like Germany, Switzerland, Italy, UK and Scandinavian countries like Norway, Sweden which comprises major part of our export along with Australia, USA, Russia & some Asian countries like Japan & Taiwan. The Coffee Division has been consistently contributing to the Companys profit significantly for the past 14 years. In the year 2022-23, the coffee division has achieved a total turnover of Rs.10,938 lacs as compared to Rs.10,105 lacs for the previous year.

In agriculture and forestry, sustainability focuses on implementing practices that minimize negative environmental impacts, promote biodiversity, conserve natural resources, and support the livelihoods of farmers and communities. Sustainable agriculture aims to reduce chemical inputs, optimize water and energy usage, promote soil health, and protect ecosystems. The division has made significant progress in the sustainability Programme - Nespresso AAA program, Rainforest Alliance & UTZ certifications.

The Division has conducted a training program for farmers on sustainability which are designed to help farmers learn about sustainable practices that can improve their yields, reduce their environmental impact and enhance their profitability. Sustainable agriculture training can be delivered through a variety of methods including workshops, field days, and webinars.

The division has been granted Rain Forest Alliance (RFA) for our farmers group - Hangal Coffee Growers Association promoted by Aspinwall and Company Limited during the last financial year. The key objective is creating a more sustainable world by using social and market forces to protect nature and improve the lives of farmers and forest communities. There is a growing demand for Rainforest Alliance-certified coffee in the international market.

In 2023, a group of 50 planters with 1500 acres of coffee has been certified under the Rainforest Alliance Sustainable certification program by the initiative & responsibility of Aspinwall. The certified coffee produced by these farms is for the sole use of Aspinwall. Our Mangalore coffee production plant also has obtained certification as a Rainforest Alliance (RA) supply chain unit.

Monsooned Coffee is also a GI-certified product initiated by Indian Coffee Board. Presently we are the only Authorised user of GI Monsooned Malabar Arabica & Monsooned Malabar Robusta Coffees.

The division is under the process of installing Solar Power Plant at its factory in Manguluru. Currently, we are consuming around 60,000 units of electricity on average from the electricity board every month. Installation of solar panels will contribute to our social responsibility of environmental protection by reducing the 188.79t CO2 emission yearly and will be equivalent to planting 8671 plants. Solar power plant will add value to our products by adding Carbon foot print certification and will help to get recognition from wide customers. The installation process started on during the month of May, 2023 and is expected to be commissioned by end of July 2023.

The division is in the process of replacing its existing sorting machines which are very old and outdated and now bring upgraded with high-accuracy multi-vision sorting technology machines with AI support. Due to its high accuracy, the division is expected to save time and reduce the production cost. This may also help to reduce the weight loss off processed or sorted coffee.

The division has concluded the year with one of the best profits during the recent years. This is because of the substantial increase in the international market prices which has led to significant margins on account of sale of stock in hand. Due to lower procurement on account of shortage of arabica cherry crop during the year utilisation of finance was lower which has led to substantial savings in finance costs. The Net profit for the division recorded was one of the best during the recent past.

India exports over 70 percent of its coffee production. Due to shortage of Arabica cherry crop leading to increase in prices especially for parchment, coffee producers are washing their cherry coffee to market as parchment coffee. This has led to short supply of Arabica cherry in quantity terms during the FY. The growers were expecting the same price for cherry coffee as the previous crop in the domestic market. Coffee growers are still holding onto their stock during the purchase season- expecting prices to go up further, which also leads to tough competition in the domestic. The increase in the purchase price of Arabica Cherry is more than the proportional increase in International Market. Even though the international market price has come down by a few points, the price in the domestic market is not reducing proportionately to the international market. The cherry production is expected to be in line with earlier seasons, but the growers are holding to their stock expecting the market to go up further. The production of arabica cherry is expected to be higher during the FY 2023-24. However, the production of robusta cherry is lower compared to the previous year. The Division is facing tough competition in the domestic market since the number of Monsooners have increased along with few of the multinationals who also started producing Monsooned coffee.

Even though the International & domestic market shows favourable conditions, there could be a considerable decline in exports in quantity terms and a five percent dip in value terms during 2023-24 as the order bookings are only 60 percent of the normal, particularly for the Arabicas. The production for robusta cherry for the new season is expected to be lower which can lead to lower sales of the said variety. Factors such as higher Indian prices, compared to the terminal prices in New York and London, and in Europe, the largest destination for Indian coffees, the margins for the FY 2023-24 is expected to be lower. The surplus stock of previous years lying with the buyers & the ongoing conflict with Russia- Ukraine has also resulted in lesser demand for coffee especially in the speciality sector.

The profits for the running FY, thus, is expected to be lower.

Logistics Division:

The bulk division at Mangalore handled around 9 lakhs MT of cargo during the FY 2022-23 as compared to 7.60 lakhs MT of cargo during the previous year. The major components were fertiliser, sugar and domestic Petcoke by rake for various Cement Companies. The fertiliser imports are improving as the fertilizer prices in the global market is coming down. The restriction in handling bulk fertilizer vessels arriving at New Mangalore Port at a high draft, due to the handing over of the busiest berth to JSW to handle containerized cargo, has affected the operations of the division for the past couple of years.

During 2023-24, the Division is expecting similar fertiliser cargo traffic at Mangalore like last FY.

The performance of Tuticorin was satisfactory which is expected to continue for the running FY also. The performance of Chennai was better during the FY under review and is expected to be better during the running FY as well.

It has been a mixed bag for the logistics industry during last year. Rates were high and there has been scarcity of equipment during the first half. By mid-year, rates and equipment availability started easing out and levelled to pre covid situation.

The freight forwarding branches could manage to secure better revenues during this period. New Delhi has performed very well compared to the previous year. The performance of Goa was lower as compared to the last year because of loss of cargo due to unavailability of feeder vessels. The branch is reducing the impact by doing transshipment services. Mumbai and Cochin continued and maintained its good performance.

The implementation of GST on airfreight has been a challenge, perishable consignments were affected at Trivandrum. The performance at Bangalore was lower for the reason that the freight forwarding volumes at the location moved to gate way ports due to overall reduction in lead time and cost saving.

The Division is actively planning to start a sales office at Pune, where we have two resident executives positioned. Mundra operations, in full swing, is expected to start soon as Customer Broker License extension is in the final stages.

The division is expected to continue and maintain the current performance during the FY 2023 – 24.

Plantation Division:

The production of Natural Rubber in the country has gone past 800,000 tonnes in the FY 2022-23, after a gap of 10 years. India is currently the worlds sixth largest producer and second largest consumer of Natural Rubber. However, the said industry in India is passing through an unprecedented crisis due to un-remunerative prices along with rising production costs. The natural rubber crisis, which has taken the steam out of Keralas once-lucrative rubber plantation industry, has more to it than is apparent.

Since peaking to record highs during 2012-2013 period, Natural Rubber prices in the domestic as well as in the international market have been trending lower, except for some occasional upticks. Though a revival has been witnessed in FY 2021-22 on post-Covid recovery in demand, prices have retreated again. Upto September 2022, the prices were ruling at reasonably better levels. There was a sharp decrease thereafter, which has affected the average realisation last year, thereby resulting in operating loss for the year. However, considering the sources of other income like income from sale of rubber trees, minor produce and others, the division has ended with nominal profits.

Natural rubber prices fell sharply for the RSS-4 grade from around 170 per kg at the beginning of 2022 to below 140 towards the end of the year. Poor demand from China, the largest consumer of natural rubber, and the slowdown in Europe are said to be the reasons behind the slump, while the outlook for the new year remains muted on the rising geopolitical uncertainties.

The latex sector suffered the worst, as the downward correction of prices came on the back of sustained buoyancy enjoyed during Covid times. The sudden surge in demand for gloves in the pandemic period had boosted the requirement of latex, whose prices spiked in 2021. However, the drop in demand for gloves led to the price of latex crashing very badly during the second half year.

Our plantation harvested a crop of 9,47,350 Kgs which has increased by 74,450 Kgs compared to the previous year. It is worth mentioning that our Yield per Ha. is one of the best in the State for the season 2022-23. The labour situation has been generally peaceful in the estate during the period under review.

Despite the prices remaining unattractive, the division could register a slender operational profit by enhancing productivity, achieving better sales realization and the continued focus on generating additional income from minor crops and innovations.

During the last few years, almost all vacant areas and spaces not suitable for rubber cultivation have been planted with minor crops like Areca nut, Milia Dubia, Nut Mug, etc. This is apart from the intercropping done in some of the areas using Coffee (a new venture) and Banana. The income from Areca nut has literally frog-leaped over the past few years. More importantly, by implementing an innovative system for contract banana planting, the Division could bring about substantial savings in the operating expenditure.

The newly started ‘Trading Latex Operations has made remarkable strides in expanding our market base apart from making quantum leaps with regard to volumes. Aspinwalls market, which was previously confined to Agra, Mumbai, etc. has been enlarged in a significant way to spread to other areas like Delhi, Meerut, Ahmedabad, Jaipur and Kolkata. Further, it has helped in generating additional revenue and improving our brand image.

The price situation may slightly improve in the FY 2023-24 on account of the increasing demand - supply gap and expected rise in demand from major consumers like China. The Natural Rubber market is expected to register fluctuating growth trends in the long term, while inflation and supply chain concerns are expected to continue in 2023. Concerns of global economic slowdown, the impact of war in Ukraine, lockdowns in China with resurging COVID cases, and the risks of stagflation envisaging numerous market scenarios are pressing the need for Natural Rubber industry players to be more vigilant and forward-looking.

Natural Fibre :

The year under review was very bad due to substantial decrease in export sales and high freight rates. However, we could revive the trading activities in the domestic market during the last quarter of the FY. This is expected to be better in the coming months. The Division expects that the export performance would be better in the FY 2023-24 especially considering the normal freight rates that is ruling at present. Also, the recession in Europe is a worrying factor. Some of the customers are desirous of switching over to latex based coir mats from PVC tufted mats, which may have some impact in the coming days. With strict monitoring of overheads, the division is expected to perform better during the running FY.

5. Internal Control System and its Adequacy:

The Company has in place adequate systems of internal control commensurate with the size and nature of its operations. These have been designated to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

For the FY 2022-23, M/s.BDO India LLP, Chartered Accountants, was appointed to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed every year in consultation with the Statutory Auditors and the Audit Committee.

The Audit Committee of the Board of Directors of the Company reviews the Audit Reports submitted by the internal auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action and reviews the positive remedial actions taken.

Cautionary Statement

Certain statements made in this Report relating to the Companys objectives, projections, outlook, expectations, estimates and others may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Companys operations. These include climatic and economic conditions affecting demand and supply, government regulations and taxation, natural calamities over which the Company does not have any direct control.

6. PERFORMANCE OF THE COMPANY:

The revenue from operations for the FY 2022-23 was at Rs.28,885 lacs was marginally higher in comparison to the previous years figure of Rs.25,473 lacs. EBITDA (before exceptional items) was Rs.2,060 lacs during the FY 2022-23 as compared to the EBITDA of Rs.1,830 lacs (before exceptional items) in the FY 2021-22. During the year, the total comprehensive income was Rs.2,297 lacs as against Rs.1,522 lacs for the last year.

Transfer to Reserves

The Company proposes to transfer an amount of Rs.11,00,00,000/- (Rupees Eleven Crores only) from the profit available for appropriation to the General Reserves, during the year for various requirements including future business development.

Dividend

The Board of Directors of your Company had declared a first and final dividend of Rs.6/- per equity share for the FY 2022-23 retaining the same rate as declared during the previous year.

7. Developments in Human Resources and Industrial Relations

The human resource department streamlined the induction, recruitment and an boarding & Introduced Back Ground Verification Checks to enhance good hiring. As part of the digitisation process, the employee leave management system was introduced. Various training programs under leadership course and POSH matters were conducted for the employees of the Company.

The department for the FY 2023-24, is in the process of introducing the phase II of the digitization process in the leave application system and to streamline the process of employee exit mechanism. The department is also in the process of introducing Psychometric Test for Hiring & Promoting Senior Leaders and to provide continuous training in POSH activities to ensure safe working environment of employees without gender bias.

The company is deeply concerned about its HR which is a prime asset for improvement and enhancement of productivity and profitability. Very harmonious, cordial and healthy industrial relations prevailed throughout the year.

The total strength of human asset of the Company as on March 31, 2023 was 726 compared to 747 in the previous year.

8. WHOLLY-OWNED SUBSIDIARIES:

The Company has four wholly-owned subsidiaries as on March 31, 2023. There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiaries.

During the FY 2021-22, considering the inactivity of Aspinwall Technologies Limited, the Board of Aspinwall had decided to wind-up the said Company through voluntary winding up route. Based on the same, the Board and the shareholders of Aspinwall Technologies Limited has approved the winding up of the said Company, including the appointment of liquidator to conduct the liquidation proceedings. The NCLT, Kochi Bench, has approved the dissolution of Aspinwall Technologies Limited vide order dated April 28, 2022.

Pursuant to the provisions of the Section 129 (3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of the Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

As on March 31, 2023, the Company does not have any material subsidiary pursuant to the SEBI (LODR) Regulations, 2015.

Following are the brief description of the wholly-owned subsidiaries of the Company pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014:

8.1 Malabar Coast Marine Services Pvt. Ltd.

The main activities of this Company are stevedoring and freight forwarding, mainly in the port of Mormugao (Goa). The Profit Before Tax of the said Company for the FY 2022-23 is Rs.36 lacs as compared to Rs.54 lacs for the FY 2021-22.

8.2 Aspinwall Geotech Ltd.

Aspinwall Geotech Limited was formed for carrying on the business of Geotextiles. However, a major fire accident, in the year 2002, had damaged a critical machinery and since then no commercial activity has been possible. The Profit Before Tax of the said Company for the FY 2022-23 is Rs.621 lacs as compared to Rs. 8 lacs for the FY 2021-22.

8.3 SFS Pharma Logistics Private Limited

SFS handles clinical trial/Pharmaceuticals/Biological sample and other temperature sensitive shipments by providing a validated VIP packaging as well as data loggers.

SFS has a global presence with its own offices in 12 countries including India & has validated partners in other countries which are SOPs driven too. The Profit Before Tax of the said Company for the FY 2022-23 is Rs.137 lacs as compared to Rs. 82 lacs for the FY 2021-22.

8.4 Aspinwall Healthcare Private Limited

The Company was incorporated for the purpose of manufacture and trading of medical equipment and accessories. The Company has set-up a factory at Aluva, Kochi, Kerala, for the manufacturing and sales of Multi-Band Ligators used for liver-cirrhosis patients. The Loss Before Tax of the said Company for the FY 2022-23 is Rs.121 lacs as compared to Rs.97 lacs for the FY 2021-22.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. 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 the affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. they have 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 have prepared the annual accounts on a going concern basis; v. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors

During the year under review, Mr.Rajesh S resigned from the Board of the Company effective from May 25, 2022 (DIN: 08093860) and thereafter resigned as the CEO of the Company effective from August 31, 2022.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company as on the end of the FY 2022-23 are – Mr.Rama Varma, Managing Director, Mr.T.R.Radhakrishnan, Executive Director & CFO and Mr.Neeraj R Varma, Company Secretary.

Mr.M.Lakshminarayanan, was re-appointed as Independent Director effective from May 01, 2023, by the shareholders vide resolution passed through Postal Ballot. The Special Resolution was passed on March 22, 2023. The Independent Directors of the Company have submitted a Declaration under Section 149 (7) of the Act, declaring that they meet the criteria of independence under the said Act.

Number of meetings of the Board

Four meetings of the Board of Directors were held during the year. For details of the meetings of the Board, including the attendance details, please refer to the Corporate Governance Report, which forms part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (LODR) Regulations, 2015 and based on the Guidance Note on Board Evaluation issued by SEBI. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of the independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into the views of the Managing Director and Non-Executive Director. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Policy on directors appointment and remuneration and other details

The brief description of the Companys policy on Directors appointment and remuneration and other matters, has been disclosed in the Corporate Governance Report, which forms part of this Report.

Audit committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

11. AUDITORS:

Statutory Auditors

Pursuant to the provisions of the Companies Act, 2013, the Company, at its AGM held on August 02, 2017, had appointed M/s. B S R & Associates LLP, Chartered Accountants (Firm Registration No.116231W/W-100024), as the Statutory Auditors of the Company for a period of five years till the conclusion of the 102nd AGM of the Company to be held in the year 2022.

Based on the recommendations of the Audit Committee, the members of the Company at its Annual General meeting held on August 10, 2022, has approved the appointment of M/s B S R and Co (Firm Registration Number: 128510W) as the Statutory Auditors of the Company for a period of five years from the conclusion of the said AGM till the conclusion of 107th AGM of the Company to be held in the calendar year 2027. M/s B S R and Co, Chartered Accountants, is an affiliate firm of the previous statutory audit firm i.e., M/s B S R & Associates LLP, Chartered Accountants.

Cost Auditors

M/s BBS & Associates, Cost Accountants (Registration No.00273), were the Cost Auditors of the Company for the FY 2022-23. The Board of Directors at their meeting held on May 23, 2023, has approved the re-appointment of the said firm as the Cost Auditors of the Company for the FY 2023-24 and has also recommended the Audit Fee payable to them. As per the provisions of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, audit fee payable to the Cost Auditors is to be ratified by the members of the Company.

Secretarial Auditors

M/s BVR & Associates, Company Secretaries LLP (AAE-7079), were appointed as the Secretarial Auditors of the Company for the FY 2022-23.

Auditors Report and Secretarial Audit Report

The Secretarial Audit Report has been issued by M/s BVR & Associates, Company Secretaries LLP (AAE-7079), and the said Report does not contain any qualification or adverse remarks. The report of the Secretarial Auditor is given as an Annexure, which forms part of this Report.

The Statutory Auditors Report, which also forms part of this Annual Report, does not contain any qualification or adverse remarks.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the loans/guarantees advanced by the Company to its wholly-owned subsidiaries of the Company is given as an Annexure to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY

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 are set out as an Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For other details of the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The Policy is available on the website of the Company (URL: http://aspinwall.in/corporate-governance.php).

14. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on https://www.aspinwall.in/investors-new/.

15. PARTICULARS OF EMPLOYEES

The list of employees drawing remuneration more than the prescribed levels as mentioned under Section 197 of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the subsequent amendments thereto, are given as an Annexure to this Report. The other information required under the said provisions are given below:

Name of Directors

Ratio to median remuneration
Non Executive/Independent Directors*
Mr.C.R.R. Varma* 2.20
Mr.Adithya Varma* 1.10
Mr.M.Lakshminarayanan* 2.20
Vice Admiral Sushil Krishnan Nair (Retd.)* 2.20
Ms.Nina Nayar* 1.32
Mr.Vijay K Nambiar* 2.64
Mr. K.Srinivasan@ 0.88
Whole-Time Directors
Mr.Rama Varma – Managing Director 57.52
Mr.Rajesh S - Executive Director & CEO** 41.68
Mr.TR Radhakrishnan – Executive Director & CFO 56.67

*The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid to them for attending the Board/ Committee meetings held during the year. The same, varies, based on their attendance at the meetings.

**Resigned effective from May 25, 2022.

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Executive Director and CEO/CFO and Company Secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year
Mr.C.R.R. Varma* 11.11
Mr.Adithya Varma* -16.67
Vice Admiral Sushil Krishnan Nair (I.N.Retd.)* -28.57
Ms.Nina Nayar* Nil
Mr.M.Lakshminarayanan* -16.67
Mr.Vijay K Nambiar* -14.29
Mr.Rama Varma (Managing Director) 23.33
Mr.Rajesh S (Executive Director & CEO) -18.32
Mr.K.Srinivasan* -33.33
Mr.T.R.Radhakrishnan(Executive Director & CFO)# 62.11
Mr.Neeraj R Varma (Company Secretary) 15.22

*The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid to them for attending the Board/Committee meetings held during the year. The same, varies, based on their attendance.

#Increase is due to the elevation to the Board of Directors as Executive Director & CFO effective from May 17, 2022.

c) The percentage increase in the median remuneration of employees in the financial year: 3.41% d) The number of permanent employees on the rolls of the Company as on March 31, 2023: 726.

e) Average percentile increases 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:

The average annual increase made in the salaries of employees other than managerial personnel was 17.36%.

Increase in the remuneration of managerial personnel for the year was 14.05%.

f) The Company affirms that the remuneration is as per the remuneration policy of the Company.

g) In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this Report. However, in terms of first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Secretary of the Company.

16. DEPOSITS FROM PUBLIC

The Company has stopped accepting/renewing Fixed Deposits and has repaid all the Fixed Deposits as on March 31, 2015. The unclaimed interest amounts relating to the earlier Fixed Deposits were lying in the Interest Warrant Bank Account of the Company and has been transferred fully to the Investors Education and Protection Fund ("IEPF") as and when it was due to be transferred, pursuant to the provisions of the Act.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Export activities, initiatives taken to increase export, etc.

Coffee and Coir are the major export oriented business of the Company.

Our representative based in the Netherlands over the past several years has been able to promote the activities of the Company across Europe. His efforts along with the visits of senior executives from India have helped the Company to retain and improve the customer base across Europe. During the year, the top management of the Company attended the various exhibitions/trade fairs conducted in European nations.

(b) Total foreign exchange used and earned

During the year under review, the Companys foreign exchange earnings amounted to Rs.9,222 lacs compared to Rs. 8,780 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.43 lacs as against Rs.89 lacs in the previous year.

18. BUY-BACK

The Company has not contemplated any buy-back of shares.

There has been no change in the share capital of the Company during the FY 2022-23.

19. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

The particulars as prescribed under Section 134 (3) (m) of the Act, read with the Companies (Accounts) Rules, 2014, are not applicable to your Company.

20. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

21. ENTERPRISE RISK MANAGEMENT

The Board of Directors had also formulated a Risk Management Policy for identification, assessment, monitoring, mitigation and reporting procedures of enterprise risks. The Risks have been categorised under Strategic, Operational, Financial, Compliance and Project headings.

22. MENTORSHIP AND SUCCESSION PLANNING POLICY

The Board of Directors has formulated a comprehensive policy for establishing a structured approach to ensure an internal supply of competent employees who can take up key positions when necessary. The roles, eligibility, time frame, integration with other Human Resource functions and Succession Planning process for the senior management has been spelt out in the Policy.

23. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Vigil Mechanism is created pursuant to the provisions of Section 177 of the Act, which is an instrument, through which, genuine complaints regarding the Company can be reported by both the Directors as well as Employees of the Company to an authority. The Audit Committee has been identified for this purpose. The mode of operation of Vigil Mechanism has been defined by the Audit Committee. Adequate safeguards against victimisation of persons who use Vigil Mechanism to make a direct access to the Chairman of the Audit Committee is provided.

24. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

25. Disclosure Under Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an HR Policy for Prevention Prohibition and Punishment of Sexual Harassment of Women at Work place in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

28. STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI Listing Regulations. A Certificate to that effect as mandated under Schedule V of the SEBI (LODR) Regulations, 2015 has been obtained from a Company Secretary in practice.

29. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the integrated Management Discussion and Analysis are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank our customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragements to the Company. We would also place on record our sincere appreciation to all employees of the Company for their hard work and commitment.

The Directors appreciate and value the contributions made by every employee of the Aspinwall family.

By Order of the Board

May 23, 2023

RAMA VARMA M.LAKSHMINARAYANAN
Managing Director Chairman
DIN 00031890 DIN 05003710
Place: Mangalore Place: Kochi