Dear Members,
Your Directors have the pleasure in presenting the 61st integrated Annual
Report of the Company for financial year ended March 31, 2022.
FINANCIAL RESULTS
A summary of the Companys Financial Results for the financial year 2021 -22 is as
under:
Rs.Lakhs
| Particulars |
Financial Year 2021-22 |
Financial Year 2020-21 |
| Revenue from operations ( net of excise duty) |
49,102 |
30,819 |
| Profit before tax |
7,763 |
7,495 |
| Tax Expenses ( Including Deferred Tax) |
1,930 |
1,917 |
| Profit after Tax |
5,833 |
5,578 |
| Basic earnings per share (Rs.) |
19.97 |
19.10 |
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, 2022 [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.
1,460 Lakhs. The dividend, if approved, by the members at the ensuing Annual General
Meeting shall be paid to all the eligible members by 31st July, 2022.
Transfer to Reserves:
Your directors do not propose to transfer any amount to general reserves on declaration
of dividend.
MANAGEMENTS DISCUSSION AND ANALYSIS
OPERATIONS AND FINANCIAL PERFORMANCE
The revenue for the year from operations stood at Rs. 49,102 Lakhs in 2021-22,
registering a growth of 59% as compared to the previous year. This increase is due to
improved volumes in the Pigments and Sulphonation divisions. The newly commissioned
Sulphonation plant at Naidupet, Andhra Pradesh was operational throughout the year as
compared to less than 3 months in the previous year.
There is a 9% increase at EBIDTA and the net profit went up by 4%, despite an
uncontrollable and sharp rise in the cost of raw material, fuel & freight. The Company
was unable to pass on all the increases to our customers but was able to minimise the
negative impact through improved operational efficiencies & yield. Total export
revenue for the year was Rs. 11,671 Lakhs, as against Rs. 7,887 Lakhs in financial year
2021, registering a 48% 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 41% as compared to the previous year
while volumes went up 25%. With increased export demand, there was an improvement in
realisation. However, there was a
decline in domestic demand in some quarters, due to the prevailing economic conditions.
Steep increases in input costs, i.e fuel, freight and key raw materials, caused intense
margin pressure.
The Pigments division achieved a net revenue of Rs. 12,872 Lakhs in this financial year
compared to Rs. 9,119 Lakhs in the previous financial year, and exports were at Rs. 8,075
Lakhs as against Rs. 4,890 Lakhs. The addition of fresh capacity at the new Plant was
covered under the Subsidiary Company - Ultramarine Specialty Chemicals Limited.
SURFACTANTS DIVISION
The sulphonation plant at Naidupet was operational for the full financial year and the
offtake from this Plant resulted in a 23% increase in volume & 44% in revenue compared
to the previous year. The Company saw unprecedented cost increases across the board in raw
material and fuel, which have affected its margins. Due to interest and depreciation for
the new Plant, profit was lower at the net level. This division reported a revenue of Rs.
32,241 Lakhs as against Rs. 18,416 Lakhs for the previous year.
WIND POWER GENERATION
As stated in last years report, the Company has been working actively to increase the
share of green power in its overall power mix. It currently owns and operates Wind Turbine
Generators with a capacity of 4.3 MW, all in the state of Tamil Nadu. Some of the older,
inefficient wind turbine generators are being replaced with new and higher efficiency
machines. A new WTG with a 750 KW capacity was commissioned in this financial year.
Windmills have generated 55.23 lakh units in 2021-22 as against 52.11 lakh units in the
previous year. The increase was partly on account of a new machine becoming operational.
Captive consumption from the windmills was 42.41 lakh units, an increase of 2.79 lakh
units over the previous year.
ITeS DIVISION
During the year under review, this division reported an income of Rs. 3,408 Lakhs, an
increase of 13% over the previous years Rs. 3,043 Lakhs. This is primarily due to client
addition. New initiatives are being taken to increase the revenue and margin by offering
value-added services to both the existing & new customers.
EARNINGS PER SHARE (EPS)
Earnings Per Share (EPS) is at Rs. 19.97 as compared to Rs. 19.10 for the previous
year. This improvement, in spite of the previously explained margin pressures, is due to
the performance of the Pigments & ITeS divisions.
INTERNAL FINANCIAL CONTROL
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 the prevention of data leakage. The Company has an effective ERP system
which is customized to suit specific requirements. The majority of approvals and workflows
are routed through the system.
A periodical health audit for IT Systems is carried out by a consultant to strengthen
the existing system and update data security measures.
The Company has put in place adequate systems and procedures for ensuring internal
financial controls and these are being followed in the normal course of operations of the
Company.
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 are 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.
The Audit Committee of the Company briefs the Board on the effectiveness of the
internal control system in the operations of the Company.
PERSONNEL 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 upskilling, motivation
and wellbeing. In order to encourage a variety of perspectives and skills, your 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.
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 ratio of women to men in the manufacturing division at the end of the financial
year 2021-22 was 13.6%, with 56 women and 356 men including the far more diverse ITeS
division. The overall ratio was 32%, with 358 women.
Industrial Relations:
Industrial relations continued to be congenial during the current year. By conducting
regular and interactive town halls with employees across all levels, 228 grievances were
addressed with all due gravity and timeliness in the three manufacturing locations.
Employee Benefits:
In consideration of the contribution made by the employees during the pandemic and the
undue economic and emotional stresses, the entirety of variable pay/incentives was awarded
to all employees.
Health and safety:
During the second wave of Covid-19, with the previous years experience, systems and
processes to ensure safe and healthy work environments were established. All eligible
employees, family members, and contract labour were vaccinated, with the support of the
local government, and some at the Companys cost.
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.
Key risks identified in 2021-22:
Raw material:
This year witnessed volatile movements in Raw Materials for both Pigments &
Sulphonation. The Company was unable to truly capture these in its mitigation, as they
were unforeseen by the whole industry. While some of these increases can be attributed to
the war in Ukraine, most of them were on an unpredictable and increasing trend even before
the war, due to the economic impact of the pandemic. The Company also saw an unprecedented
increase in cost of basic raw materials like sulphur, clay and soda ash. Imported raw
materials also saw a huge increase in freight costs.
The dramatic increase in the cost of Oleo chemicals and Alpha olefins and their
diminished availability in the market caused reformulation and shifting of market demand -
due to the product mix strategy, however the Company was able to make up for lost revenues
at the cost of some erosion in the margin.
Freight:
Due to port congestion and logistic disruptions across the world, ocean freight went up
by 400% in some cases. Erratic deliveries of raw materials throughout the year caused some
lost business opportunities. While import costs could not be passed on in their entirety,
due to the prevailing market conditions in India, export freight costs were fully passed
through to customers. As a result, the Company was able to hedge some of the margin
erosion in its domestic surfactants and pigments businesses through the pigments exports.
Energy:
Your Company prides itself in having switched to greener fuels for the majority of its
operations. However, this year, there was a global increase in prices for all fuels. These
massive increases in the cost of LNG and LPG had a major impact on operations. While the
Company was able to switch to a marginally cheaper LPG when LNG went past a tenable price,
it was still far more expensive than what was envisioned.
NEW PROJECT PROSPECTS & OUTLOOK
A new plant is being set up to manufacture certain speciality chemicals with a capital
outlay of Rs. 2,100 Lakhs at the Naidupet facility. This project will be completed during
FY 2022-23. These products are used as ingredients in cosmetics, personal care and health
care industries.
As stated in last years report, the project at Naidupet to manufacture fine grade
Pigments is complete. This is a new manufacturing facility set up under the wholly owned
subsidiary - Ultramarine Specialty Chemicals Limited. Your Company invested Rs. 6,075
Lakhs during the year by way of Capital & term loan - the remainder of the project is
funded through a term loan. The Project Cost was revised midway from Rs. 6,650 Lakhs to
Rs. 7,550 Lakhs, due to the increase in prices of steel and construction material, and to
account for additional equipment to optimise output and yield. The Subsidiary has obtained
environmental clearance for this project and expects to commission this new facility soon.
In the same subsidiary, a new project at Naidupet is being implemented, to manufacture
Mixed Metal Oxides, with a capital outlay of Rs. 2,435 Lakhs. The capacity will most
likely be commissioned during the current fiscal year. Further, a project to add
additional capacity of Pigments will also be undertaken in the subsidiary at the same
location with a capital outlay of Rs. 6,150 Lakhs.
For the next year, in Pigments, R&D focus is on improving the performance and yield
of value-added pigments, and on the development of new applications for these value-added
pigments. For Surfactants and other speciality chemicals, R&D focus will be on both
new applications for existing technology, and on value-added ingredients adjacent to the
existing basket. With regular feedback from the market and input from technologists, the
goal is to develop a strong innovation funnel for growth and future profit
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, 2022 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
Director retiring by rotation and re-appointment
As per the provisions of Companies Act, 2013, Ms. Tara Parthasarathy (DIN.07121058),
retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers
herself for re-appointment.
Declaration by Independent Directors
All the Independent Directors had furnished to the Company a declaration under section
149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as
provided under section 149(6) of the Companies Act, 2013 and and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements), 2015.
MEETINGS
During the year under review, eight Board meetings and four Audit Committee meetings
were held. Meetings of Nomination and Remuneration Committee, Stakeholder relationship
Committee, Risk Management Committee, Corporate Social Responsibility Committee were held.
The details are given in the Corporate Governance Report. The intervening gap between two
Board meetings and two Audit Committee meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 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 Whole-time Directors. The parameters considered were
leadership ability, adherence to corporate governance practices 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 to 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 a summary report of the discussion held at the
Independent Directors meeting on February 7, 2022 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 - 1 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, 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
Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
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. During the year, there were no
complaints lodged under this mechanism.
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 2021-22.
No. of complaints received: Nil, No. of complaints disposed off: 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, 2022 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, 2022 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.
SUBSIDIARY COMPANY
The Company has a wholly owned unlisted subsidiary namely, Ultramarine Specialty
Chemicals Limited, which is implementing a greenfield project to manufacture pigments at
APIIC Industrial Park, Naidupet, Nellore district in the state of Andhra Pradesh (AP). The
details relating to the Project are provided in the Management Discussion Analysis Report,
New Project prospects and outlook.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Particulars of loans and investments are provided in the financial statements (Please
refer Note 7, 11 &15 in the financial statement).
RELATED PARTY TRANSACTIONS
During the year, all related party transactions entered into during the financial year
were on an arms length basis and 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 potential
transactions which are 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, 2022
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which
remains unpaid or unclaimed for a consecutive 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. Year No. |
Nature |
Dividend Amount per Share (in Rs.) |
Amount of unclaimed dividend as on March 31, 2022 (Rs.) |
Due date to transfer unclaimed dividend amount to IEPF [IEPF rule
3(1)] |
| 1 2014-15 |
Final |
3.00 |
933,165 |
17/10/2022 |
| 2 2015-16 |
Interim |
3.50 |
1,207,468 |
02/06/2023 |
| 3 2016 -17 |
Final |
4.00 |
1,390,308 |
22/10/2024 |
| 4 2017 -18 |
Final |
4.25 |
1,060,804 |
12/09/2025 |
| 5 2018 -19 |
Final |
4.50 |
676,264 |
07/09/2026 |
| 6 2019 -20 |
Interim |
5.00 |
873,285 |
05/05/2027 |
| 7 2020-21 |
Final |
5.00 |
472,769 |
21/08/2028 |
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: Nil
The details are posted on the Companys website: www.ultramarinepigments.net /
investors/ investors information. 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 from unclaimed suspense
account |
No. of shares transferred to IEPF |
Aggregate no. of Shareholders at the end of the year |
No. of Shares at the end of the year |
| 8 |
32,800 |
2 |
2 |
4,000 |
0 |
6 |
28,800 |
The voting rights on the abovementioned shares shall remain frozen till the rightful
owner of such shares claims the shares.
STATUTORY AUDITORS
Pursuant to the provisions of 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 29th
July, 2019 to hold office for a period of five years from the conclusion of that meeting
till the conclusion of the Annual General Meeting to be held in the calendar year 2024.
COST AUDITORS
Your Company falls under the applicability of maintenance of cost records and their
audit. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies
(Cost Records & Audit) Rules, 2014, M/s. GSVK & Co., Cost Accountants (Firm Regn.
No. 002371) has been appointed as Cost auditor for the financial year 2021-22.
INTERNAL AUDITORS
The Internal Auditors M/s. M.S. Krishnaswamy & Co., Chartered Accountants (Firm
Registration No. 1552 -S)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) Rules, 2014, the Board 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 -2 to this report.
WEB LINK OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (1) of the Companies Act, 2013 and Rule 11 (1)
of the Companies (Management and Administration) Rules, 2014, Annual Return (Form MGT-7)
for the year ended March 31, 2022, will be placed on the website of the Company at
www.ultramarinepigments.net / investors relation / investors information.
SECRETARIAL STANDARDS
The 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(1),(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is given in Annexure - 3 & 4 to
this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING 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 - 5 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 - 6
to this report.
BUSINESS RESPONSIBILITY REPORT
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
(calculated as on 31st March of every financial year), shall include a Business
Responsibility Report.
Your Company is in top 1,000 listed entities as on 31st March, 2022. The
Company has presented its Business Responsibility report for the financial year 2021-22,
which is given as an Annexure - 7 to this report.
ACKNOWLEDGEMENT
Your Directors thank the Central and various 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 |
| Place: Chennai |
Joint Managing Director |
Whole-time Director |
| Date : 24th May, 2022 |
[DIN:07121058] |
[DIN: 07506927] |
NNEXURE - DIRECTORS REPORT
Annexure - 1
Nomination and Remuneration Policy Objectives
The Key objectives of the Committee and the Policy:
i) to guide the Board in relation to appointment and performance evaluation of
Directors, Key Managerial Personnel and Senior Management.
ii) to recommend to the Board remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.
Remuneration Policy
Managing Director, Whole time Director,
Non - Executive and Independent Directors
Nomination and Remuneration Committee shall recommend the remuneration, including the
commission based on the net profits of the Company for the Executive and Non - Executive
Directors. This will then be approved by the Board and shareholders. Prior approval of
shareholders will be obtained wherever applicable.
The Company pays remuneration by way of salary, perquisites and allowances (fixed
component) to Managing Director, and Whole - time Director. Remuneration is paid within
the ceiling approved by the Shareholders.
The remuneration paid to Executive Directors is determined keeping in view the industry
benchmark and the relative performance of the Company to the industry performance.
Perquisites and retirement benefits are paid according to the Company policy as applicable
to all employees.
Independent Non-Executive Directors are appointed for their professional expertise in
their individual capacity as independent professionals. Independent Non-Executive
Directors receive sitting fees for attending the meeting of the Board and Board
Committees, and commission if any, payable on the net profit of the Company as per the
ceiling prescribed under Companies Act, 2013.
CFO, CS and Senior Management Personnel
The remuneration of CFO, CS and senior management largely consists of basic salary,
perquisites, allowances and performance incentives. Perquisites and retirement benefits
are paid according to the Company policy, subject to prescribed statutory ceiling.
The components of the total remuneration vary for different grades and are governed by
the industry pattern, qualification & experience/merits, performance of each employee.
The Company, while deciding the remuneration package takes into consideration current
employment scenario and remuneration package of the industry as a whole.
+91-9892691696
