ultramarine pig Management discussions


To

Dear Members,

Your Directors have the pleasure of presenting the 62ndAnnual Report and the audited financial statement of the Company for the financial year ended March 31, 2023. The Management Discussion and Analysis is covered in this report.

Standalone Financial Results – Summary Rs. Lakhs

Particulars Year ended Year ended
31.03.2023 31.03.2022
Revenue from operations (net of tax) 54,141 49,102
Profit before tax 8,754 7,763
Tax Expenses (Including Deferred Tax) 2,107 1,930
Profit after Tax 6,647 5,833

Consolidated Financial Results – Summary Rs. Lakhs

Particulars Year ended Year ended
31.03.2023 31.03.2022
Revenue from operations (net of tax) 55,661 49,041
Profit before tax 9,091 7,761
Tax Expenses (Including Deferred Tax) 2,171 1,931
Profit after Tax 6,920 5,830

DIVIDEND:

Your Directors have recommended a dividend of Rs. 5.00 per share of the nominal value of Rs. 2.00 each for the year ended March 31, 2023 [previous year Rs. 5.00 per Share of nominal value of Rs. 2.00 per share]. The payment of dividend will absorb a sum of Rs. 1460 Lakhs. The dividend, if approved by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 31st July, 2023.

MANAGEMENTS DISCUSSION AND ANALYSIS

During the year, the Company witnessed input cost pressures, due to a weakened global market outlook and inflation. Sustained counter measures, operational efficiencies and a balanced business portfolio helped maintain overall margin.The Company continued to focus on consistent capital deployment into new projects, maintained strong cash generation and a robust balance sheet.

OPERATIONS AND FINANCIAL PERFORMANCE:

The revenue for the year from operations stood at Rs. 541 Crores in 2022-23, registering a growth of 10% as compared to the previous year. This increase is due to improved realisation in the Pigments and Sulphonation divisions. Capacity utilisation of Sulphonation plant at Naidupeta, Andhra Pradesh was impacted partially due to availability of raw material & is expected to improve the same in the coming years.

Both the EBIDTA and the net profit improved by 15%, despite sharp increase in energy cost & volatility prevailed in raw materials prices of sulphonation division. The revenue could have been better but for logistical constraints & supply chain issues. Total export revenue for the year was Rs. 151 Crores, as against Rs. 117 Crores in FY22, registering a 29 % growth across the manufacturing &ITeS divisions. A detailed analysis of division wise performance is given below.

Pigment Division:

Revenue from the Pigments division increased by 21% as compared to the previous year while volumes were down by 5%. Having established a competitive product portfolio, over past few years, through internal development, we were able to meet the demand for performance pigments. This resulted in a better realisation. However,the industry continued to witness a decline in domestic demand in the 3rd quarter. Steep increases in input costs, i.e fuel, freight and key raw materials, caused margin pressure.

It achieved a net revenue of Rs. 159 Crores in this financial year compared to Rs.131 Crores in the previous financial year, a growth of 21%. Exports were at Rs.102 Crores as against Rs. 82 Crores, registering a growth of 26%.The addition of fresh capacity at the new Plant is covered under the Subsidiary Company – Ultramarine Specialty Chemicals Limited.

Surfactants Division:

There is a nominal increase in revenue from Rs. 326 Crores to Rs. 333 Crores in the sulphonation division. The Ranipet plant achieved full capacity utilisation but the Naidupeta plant witnessed a drop. This is on account of extreme volatility in RM prices, which restricted our ability to pass on the same to customers. The situation improved in the 3rd & 4th Quarter and the company plans to operate at the Naidupeta plant at better capacity going forward.

Exports from this division clocked Rs. 16 Crores, an increase of 52% over the previous year.

Wind Power Generation:

The Company owns and operate 6 Wind Turbine Generators at 3 locations in Tamil Nadu, with a capacity of 4.3 MW. All the units generated are consumed at the Ranipet and Ambattur Plants. Windmills have generated 61.84 lakh units in 2022-23 as against 55.23 lakh units in the previous year. The increase was on account of two new machines becoming fully operational. Captive consumption from the windmills was 49.36 lakh units, an increase of 6.37 lakh units over the previous year.

ITeS Division:

During the year under review, this division reported an income of Rs. 50 Crores, 47% over the previous years Rs. 34 Crores. With tight cost control measures, the profit also improved by 47% to Rs. 15 Crores. Both the key verticals, e-publishing & health care, witnessed growth and our focus remains on quality to achieve additional business from the existing clients.

Earnings per Share (EPS):

Earnings Per Share (EPS) is at Rs. 22.76 as compared to Rs. 19.97 for the previous year. This increase was on account of better performance by Pigments & ITeS divisions.

Internal Financial Control:

The Company has a dedicated internal audit function which reviews the sustained effectiveness of internal financial control by adopting a systematic approach. The company also has an effective ERP system which is customized to suit specific requirements. The majority of approvals and workflows are routed through the system. With periodic improvement and additions, we have been able to include more workflows in the system this financial year.

The company maintains adequate controls over financial reporting. All the financial data are captured from the system with in-built security developed for both financial data accuracy and for prevention of data leakage. The company has well defined, updated Standard Operating Procedures (SOP) for every function. A suitable risk mitigation plan for each pre-defined SOP has also been developed, and is well documented. The Internal Auditors reports, observations and management responses are placed before the audit committee in the presence of the Internal Auditor and the same is discussed in detail. Corrective actions, if any, are taken promptly. The action taken report is also placed before the Audit Committee for review at each meeting. The Audit committee ensures that appropriate actions to correct deviations, if any, are taken up immediately by the management.

Human Capital:

The companys business and strategic goals are accomplished through the alignment of the training and development plan of its employees, with a focus on up skilling, motivation and well being. In order to encourage a variety of perspectives and skills, the company continues to work on improving inclusion in the workplace. In the year under reporting, the company focused on driving greater communication and trust, through town halls, direct access to management, and the clarification of a strategic direction. This is also reiterated through monthly meetings with the leadership team and with all heads of department. In the town halls conducted across the locations, 36 grievances were received and all of them were addressed during the year. The company has a ‘Zero Tolerance policy towards any kind of discrimination and harassment at the workplace based on the applicable laws.

Gender ratio:

The employee gender ratio in the manufacturing division at the end of the financial year 2022-23 was 12 % with 55 women and 396 men. In ITeS, the overall ratio was 37 % with 250 women and 417 men.

Industrial Relations:

Industrial relations continued to be congenial during the year.

Health and safety:

The Company is committed in providing a healthy and safe working environment for the employees, contractors, business associates and visitors on premises and community impacted by its operations.

The Company is compliant with all applicable health and safety, legal requirements. Occupational Health and Safety (OHS) management systems are being implemented and maintained across the locations. The company is also regularly audited on health and safety metrics by large customers. The Company has a comprehensive Emergency Response Team(ERT) and team members are trained in appropriate emergency response activities in case of any untoward incidents.

RISKS AND CONCERNS

The company has implemented a structured approach to identify both current & emerging risks in making strategic decisions and in developing detailed mitigation plans. To monitor the risks and opportunities, it has put in place a comprehensive Enterprise Risk Management(ERM) framework. This is regularly reported to the Risk Management Committee of the board for their feedback and input.

New project prospects & outlook

A new plant to manufacture ingredients for food, cosmetics, personal care has been commissioned in Naidupeta. Trial production is underway. The installed capacity of this new plant is 1800 MT.

Projects through our Subsidiary:

The Company has successfully commissioned the green field project to manufacture Pigments at Naidupeta, Andhra Pradesh. This plant capacity is 1500 MT and for the 8 months of operation, achieved a capacity utilisation of 70%. This plant is capable of producing more volume of premium pigments and we expect the margins to improve in the coming years.

Projects to add additional capacity of 2250 MT of Pigments are being undertaken in the subsidiary at the same location with a capital outlay of Rs. 80 Crores. We expect some portion of the capacity to come online in FY24. Project to manufacture complex inorganic pigments has been completed partially and balance will be installed in the current financial year. The total cost of the project is Rs. 37 Crores.

Development in R&D

Customer expectations are rapidly changing in recent days with limited product life cycles. R&D is constantly working on improving the product specifications, developing newer applications, enhancing the performance and adding value in all angles. New product ideas are evaluated on an ongoing basis for market viability, profitability and compatible chemistry. There are 6 products are in the pipeline for development and commercialisation in the near future. Some will be commercialised with existing infrastructure.

CAUTIONARY STATEMENT

The statements made in the report describe the companys objectives, projections, estimates, expectations and predictions which may be "forward looking statements" within the meaning of the applicable securities laws and regulations. The annual results can differ materially from those expressed or implied, depending on the economic conditions, Government Policies and other incidental factors and developments.

SHARE CAPITAL

The paid up equity share capital as on 31st March, 2023 was Rs. 584 lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the composition of the Board and in Key Managerial Personnel. Changes that occurred after the date in review are listed below.

Mrs. Indira Sundararajan (DIN-00092203), Non-Executive and Non-Independent Director ceased to hold the directorship pursuant to attaining of 75 years of age in accordance with Regulation 17(1A) of SEBI Listing Regulations, 2015 with effect from May 09, 2023.

The Nomination and Remuneration Committee recommended her appointment and the Board at its meeting held on May 19, 2023 considered the same subject to the approval of Shareholders at the ensuing Annual General Meeting. Dr. P Arunasree (DIN-01351504) Independent Director has tendered her resignation from the closing hours of May 19, 2023 before the expiry of her tenure. However, her tenure comes to an end on March 31, 2024. The company places a deep appreciation for her contribution during her tenure as an Independent Director.

Mrs. Hemalatha Mohan(DIN-07233344) and Mr. B K Sethuram (DIN-03498701) were appointed as additional Independent Directors at the meeting of Board of Directors held on May 19, 2023, based on the recommendation of Nomination and Remuneration Committee, and subject to the approval of Shareholders at the ensuing Annual General Meeting.

Change in designation:

Ms. Tara Parthasarathy (DIN-07121058), Joint Managing Director, was re-designated as Managing Director at the meeting of Board of directors held on May 19, 2023 based on the recommendation of Nomination and Remuneration Committee. At the same meeting of the Board of Directors held on May 19, 2023 on the recommendation of the Nomination and Remuneration Committee, Mr. V Bharathram(DIN-08444583), Whole-time director was re-designated as Managing Director of the Company subject to the approval of Shareholders at the ensuing Annual General Meeting.

Director retiring by rotation and re-appointment

In accordance with Section 152 of Companies Act, 2013, Mr. R Senthil Kumar (DIN-07506927), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Declaration by Independent Directors

All the Independent Directors have furnished to the Company a declaration under section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as envisaged under section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

During the year under review, five Board meetings and four Audit Committee meetings were held. The intervening gap between two Board meetings and two Audit Committee meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations ‘LODR, 2015. Meetings of Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee were duly held in compliance with provisions under Companies Act, 2013, and SEBI LODR. The details of these meetings are given in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual performance evaluation of the performance of the Board, the Directors individually as well as the evaluation of Board Committees, was carried out.

The performance of the Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to best corporate governance practices, stakeholder engagement etc. The performance evaluation of the Non Independent Directors was carried out by the entire Board of Directors (excluding the Director being evaluated). The Parameters considered were compliance to the regulations and statutes with due emphasis on corporate governance, technical competence, contribution to the discussion on strategy / performance, motivating and reviewing key employees etc.

The Independent Directors have assessed the quality, quantity and timeliness of the flow of information between the Company management and the Board in accordance with Schedule IV of the Companies Act, 2013. The evaluation of Independent Directors was done by the entire Board of Directors (excluding the Independent Director being evaluated). They are evaluated on various parameters viz., participation in Board and Committee meetings, value addition to discussions on strategy, objectivity and independence of views, suggesting best practices and new perspectives from their experience. etc., The lead Independent Director prepared the summary report and a discussion was held at the Independent Directors meeting held on February 06, 2023 and the same was circulated to the Chairman of the Board and all the Directors. In the subsequent Board meeting, the lead Independent Director briefed the Board about the deliberations at the Independent Directors meeting, discussions were held on the feedback and the Board identified areas where the improvements need to be effected.

POLICIES

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed companies. In compliance with the same, the Company has formulated the policies. The corporate governance policies viz. Policy on Related Party Transactions, Corporate Social Responsibility Policy, Policy on Board Diversity, Policy on Disclosure of Material Event / Information, Code of Fair Disclosure under SEBI (Prohibition of Insider Trading) Regulations, 2015, Whistle Blower Policy. Dividend Distribution Policy etc. are available on the Companys website: www.ultramarinepigments.net.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on directors appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub – section (3) of Section 178 of the Companies Act, 2013 was framed on the recommendation of Nomination and Remuneration Committee and approved by the Board. The key objective of this policy is the selection, appointment and remuneration of Key Managerial Personnel, Directors and Senior Management Personnel. The said policy is given as Annexure – I to the Directors Report.

RISK MANAGEMENT POLICY

A Risk Management Policy was framed and approved by the Board. A Risk Management Committee has been constituted to assess the risk and mitigation, and establishment of an integrated risk management framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks, to provide a clear and strong basis for informed decision making at all levels of the organization and to continually strive towards strengthening the "Risk Management & Compliance System" through Continuous learning and improvement.

VIGIL MECHANISM (Whistle blower policy)

The vigil mechanism of the Company incorporates a whistle blower policy in terms of SEBI LODR. Through this policy, it aims to provide an avenue for employees to raise their concerns about any violation of legal or regulatory requirements, fraud, malfeasance, or misrepresentation of financial statements and reports.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2022-23.

No. of complaints received: Nil
No. of complaints disposed: Nil
No. of complaints pending: Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 134 (5) of the Companies Act, 2013, the Directors confirm that: I] in preparation of the annual accounts for the year ended March 31, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures.

II] appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended that date.

III] proper and sufficient care has been taken 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, IV] the annual accounts have been prepared on a "going concern "basis. V] that proper internal financial controls are laid down and are adequate and operating effectively.

VI] that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

Details of Subsidiaries

The Company has two wholly owned subsidiaries:

Ultramarine Specialty Chemicals Limited: Operational details of this Subsidiary is available in the Management Discussion and Analysis.

Ultramarine Fine Chemicals Limited: This Subsidiary was incorporated during the financial year 2022 -23 and yet to commence its operation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans and investments are provided in the financial statements (Please refer Note 7, 8 & 12 in the financial statement).

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for the transactions which were foreseen and repetitive in nature. The transactions for which omnibus approval was required were placed before the Audit Committee and the Board for their review and approval. A policy on the Related Party Transactions was framed, approved by the Board and posted on the Companys website, www.ultramarinepigments.net. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC – 2 is not applicable.

STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Companys shares are listed with BSE Ltd. Your Company has paid the respective annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is annexed herewith. As required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors Certificate on Corporate Governance is enclosed in the Boards Report.

STATEMENT SHOWING UNCLAIMED DIVIDEND AS ON MARCH 31, 2023

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend/ unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The unclaimed amounts along with their due dates for transfer to IEPF are mentioned below:

Sl. No. Year Nature Dividend Amount per Share (in Rs. ) Amount of unclaimed dividend as on March 31, 2023 Rs. ( ) Due date to transfer unclaimed dividend amount to IEPF [IEPF rule 3(1)]
1 2015-16 Interim 3.50 11,86,468 02/06/2023
2 2016-17 Final 4.00 13,27,076 22/10/2024
3 2017-18 Final 4.25 5,78,718 12/09/2025
4 2018-19 Final 4.50 6,14,020 07/09/2026
5 2019-20 Interim 5.00 8,53,125 05/05/2027
6 2020-21 Final 5.00 4,56,609 21/08/2028
7 2021-22 Final 5.00 6,80,255 04/09/2029

The details of unclaimed dividend are available on the Companys website: www.ultramarinepigments.net/ investors/ investors information

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions under Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, shares in respect of which dividend were not claimed by the shareholders for seven consecutive years, are required to be transferred to Investor Education and Protection Fund (IEPF).

During the year shares transferred to IEPF: 13,699 shares

DETAILS RELATING TO DEMATERIALISED UNCLAIMED SUSPENSE ACCOUNT:

Aggregate no. of Shareholders at the beginning of the year No. of Shares No. of Shareholders approached for transfer of shares from suspense account No. of shareholders to whom shares were transferred from suspense account during the year No. of shares transferred to IEPF Aggregate no. of Shareholders at the end of the year No. of Shares
6 28,800 Nil Nil Nil 6 28,800

The voting rights on the abovementioned shares shall remain frozen till the rightful owner of such shares claims the shares.

DEPOSITS

The Company has not accepted any public deposits under Chapter V of Companies Act, 2013 during the financial year 2022-23.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 M/s. Brahmayya & Co, Chartered Accountants (Firm registration no.000511S) were re-appointed as statutory auditors at the AGM held on 29thJuly, 2019 to hold office for a period of five years from the conclusion of the meeting till the conclusion of the Annual General Meeting to be held in the calendar year 2024. The Report given by the Auditors on the financial statements of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

COST AUDITORS

Your Company falls under the applicability of maintenance of cost records and their audit. Pursuant to Section 148 of Companies Act, 2013 and Companies (cost records and audit) Rules, 2014 M/s. GSVK & Co., Cost Accountants(Firm Regn. No. 002371) has been appointed as Cost auditor for the financial year 2022-23.

INTERNAL AUDITORS

The Internal AuditorsM/s. M.S. Krishnaswamy & Co., Chartered Accountants have played an important role in strengthening the internal controls within the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. R.M. Mimani & Associates LLP (Firm Registration No. L2015MH008300), a firm of Company Secretaries in practice as Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial audit report in Form MR-3 is given in Annexure - II to this report. There has been no qualifications, reservations, adverse remark or disclaimer given by the Auditor in their report.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92 (1) and Rule 11(1) of the Companies (Management and Administration) rules, 2014, Annual Return (Form MGT-7) for the year ended March 31, 2023, will be placed on the website of the Company at www.ultramarinepigments.net / investors / investors information.

SECRETARIAL STANDARDS

Your Company is in compliant of all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in Annexure – III to this report.

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

The particulars required to be included in terms of section 134(3) (m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure – IV to this report.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY

A report on CSR initiatives of the Company and the CSR policy are given in Annexure – V to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2) of SEBI Listing Regulations, 2015, as amended, inter alia provides that the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibilty and Sustainability Report.

The Company has presented the said report for the financial year 2022-23 and is available on the website of the Company at www. ultramarinepigments.net / investors / investors information.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Government Departments, Organisations and Agencies for the co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz., shareholders, customers, dealers, vendors, and banks for their support. The Directors place on record their sincere appreciation of all employees of the Company for their commitment and continued contribution to the Company.

On Behalf of the Board For Ultramarine & Pigments Limited

Tara Parthasarathy R. Senthil Kumar
Managing Director Whole –time Director
[DIN: 07121058] [DIN: 07506927]

Place: Chennai Date: May 19, 2023