Your Directors are pleased to present the 34th Annual Report of your
Company along with audited statements of accounts for the year ended 31st March
2023.
FINANCIAL HIGHLIGHTS
|
Year ended 31st March 2023 |
Year ended 31st March 2022 |
| Sales and Other Income |
44778.45 |
29019.74 |
| Profit before Interest & Depreciation |
7561.24 |
875.04 |
| Interest |
130.75 |
17.19 |
| Depreciation |
93.67 |
102.77 |
| Net Profit for the year |
7336.82 |
755.08 |
| Provision for Tax |
1687.60 |
126.14 |
| Deferred tax asset (liability) |
6.50 |
7.85 |
| Profit after tax |
5642.72 |
621.09 |
DIVIDEND
Your Directors are pleased to recommend a dividend on the equity shares
of 80% (Rupee 8/- per share) for the financial year ended 31st March 2023 subject to
approval of the mem-bers at the ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year
and outlook for the current year are given as Annexure - VI.
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act, 2013, your directors Shri.
Anil Ananda Pan-icker and Shri. Nabiel Mathew Cherian retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for re-appointment. The
appointment of Dr. S N Sasidharan Kartha, Managing Director is expiring on 31.03.2024 and
as recommended by the Nomination & Remuneration Committee, he is proposed to be
re-appointed for a further period of 3 (Three) years in the ensuing Annual General
Meeting.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted declarations that each of them
meets the crite-ria of Independence as provided in Section 149 (6) of the Act and that
there has been no change in the circumstances which may affect their status of
Independence.
DIRECTORS APPOINTMENT & REMUNERATION POLICY
The Companys Policy relating to appointment of Directors, payment
of Managerial remu-neration, Directors qualifications, positive attributes,
Independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013 is furnished in Annexure - II.
ANNUAL 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 under SEBI (Listing Obligations and
Disclosure Requirements)
Regulations 2015. The evaluation was on the basis of inputs from all
the directors on cri-teria such as Board composition and structure, effectiveness of board
processes, meeting procedures and functioning etc. A meeting of Independent Directors
evaluated the perfor-mance of non-independent directors, the board as a whole and that of
the Chairman, taking into account the views of executive directors and non-executive
directors. These evaluations were considered and discussed in the subsequent board
meeting/s.
CSR INITIATIVES
The report on Corporate Social Responsibility activities in terms of
Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III.
RISK MANAGEMENT
The Board regularly considers and evaluates the risk factors and takes
appropriate risk mitigation steps from time to time.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has formed an anti sexual harassment policy in line with
the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition
& Redressal) Act
2013 and an internal complaints committee has been set up to redress
complaints, if any No complaint was received by the committee during the year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of
Section 188(1) of the
Act. Information on transactions with related parties pursuant to
Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are
given in Annexure - IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company oc-curred between the end of the financial year to which this report relates
and on the date of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013, your directors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2023, the
applicable ac-counting standards have been followed and there are no material departures.
(b) The Directors has 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 or loss of the Company for the year ended on 31.03.2023.
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.
(d) That the Directors had prepared the accounts on a going concern
basis.
(e) The Directors had laid down internal financial controls to be
followed by the company and that such controls are adequate and operating effectively and
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that systems were adequate and operating
effectively.
AUDITORS & AUDIT REPORT
Mr. Saghesh Kumar K.A, Chartered Accountant, Aluva, was appointed in
the 33rd Annual General Meeting of the Company as statutory auditor of the Company to hold
office for a period of 5 years and continue in office in terms of Section 139 (2) of the
Companies Act 2013. The report of the auditor for the current year does not contain any
qualification or adverse comments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013,
M/s. SEP & Associ-ates, Company Secretaries, CC 56/172, 1st Floor, K C
Abraham Master Road, Panampilly Nagar, Kochi-682 036 , were appointed as the Secretarial
Auditors for the financial year 2023-24. The Secretarial audit report in terms of section
204 of the Companies Act, 2013 is attached. The report does not contain any qualification.
ANNUAL RETURN
The Annual Return in form MGT-7 for the fi nancial year ended 31st
March, 2023, is avail-able on the website of the company at URL:
https://www.cmrlindia.com/FY2022-23/AnnualReturn.pdf
AUDIT COMMITTEE
The composition and details of meetings of the audit committee are
included in the corporate governance report. There was no recommendation of the audit
committee that was not accepted by the board.
MEETING OF THE BOARD
Five meetings of the Board were held during the year. Details are
included in the corporate governance report.
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2)
of the Companies (Ap-pointment and Remuneration of Managerial Personnel) Rules 2014 are
given in Annexure - V.
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate
governance regulations, as contained in the revised Chapter IV of SEBI (Listing
Obligations & Disclosure Require-ments) Regulations 2015. The corporate governance
report and the certificate from the auditors regarding the compliances are annexed to this
report as Annexures - VII & VIII.
The report includes the details of the familiarisation programme for
Independent Directors and the policies adopted viz. whistle blower policy to provide vigil
mechanism and related party transactions.
ISO CERTIFICATION
Your Company has been granted ISO 9001: 2015 by the prestigious agency,
Bureau Veri-tas, with accreditation from UKAS London and NABCB, India.
ISO 45001 : 2018 CERTIFICATION
Your Company has been awarded ISO 45001 : 2018 by the prestigious
agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India, for
maintaining safe and healthy work place by preventing work related injury and ill health
as well as proactively improving companys Occupational Health and Safety Management
System.
NSF CERTIFICATION
Your companys products, viz. Ferric Chloride and Ferrous Chloride
have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from
M/s N S F Internation-al, an organization designated as a Collaborating Center by the
World Health Organization (WHO) for both food safety and drinking water safety and
treatment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from
various Departments/ Authorities for carrying on its normal business. The licenced and
installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour-Management relations have been cordial and a new long term
agreement with
Trade Unions of the Employees was executed on 11th April
2022 which is valid till 10th April 2029.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy,
technology absorption and foreign exchange earnings and outgo in terms of Rule 8 (3) of
the Companies (Accounts) Rules are given in the Annexure - I.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading.
The ISIN number of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with B S E Limited. The listing
fee as required has already been paid upto and including the year 2023-24.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to
the Banks and Fi-nancial Institutions, Central and State Government Departments and local
authorities for their co-operation and support. Your directors are also thankful to the
customers, suppliers and business associates for their co-operation. Your directors also
like to place on record their appreciation of the valuable contribution made by the
employees of the company at all levels. Finally, your directors are deeply grateful to the
members for their continued con-fidence and faith in the management of the company.
| For and on behalf of the Board of |
| COCHIN MINERALS AND RUTILE LIMITED, |
| R.K. Garg |
| Chairman |
| (DIN: 00644462) |
| Place : Aluva |
| Date : 02.08.2023 |
+91-9892691696
