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Cochin Minerals & Rutile Ltd Directors Report

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Jul 22, 2024|03:31:00 PM

Cochin Minerals & Rutile Ltd Share Price directors Report

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

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