Dear Member,
Your Directors have pleasure in presenting their 31st Annual report and the Audited
Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2023.
RESULTS OF OPERATION
Operation Results of the Company for the year under review along with the figures for
previous year are as follows:
(In Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Net sales / Income from Operations |
2877.95 |
2683.24 |
| Other Income |
9.81 |
40.80 |
| Total Revenue |
2887.77 |
2724.04 |
| Total Expense |
2909.21 |
2710.12 |
| Profit Before Tax |
-52.46 |
13.91 |
| Profit After Tax |
-52.46 |
13.91 |
| Earnings Per Equity Share |
|
|
| Basic |
-0.74 |
0.24 |
| Diluted |
-0.74 |
0.24 |
MARINE INDUSTRY
India achieved an all-time high exports of seafood both in terms of volume and value
(both US$ and Rupee) by shipping 17,35,286 MT of seafood worth Rs. 63,969.14 crore (US$
8.09 billion) during FY 2022-23 despite the several challenges in its major export markets
like USA.
During the FY 2022-23, the export improved in quantity terms by 26.73%, in rupee terms
by 11.08%, in US$ terms by 4.31%. In 2021-22, India had exported 13,69,264 MT of seafood
worth Rs 57,586.48 crore (US$ 7,759.58 million).
Frozen shrimp remained the major export item in terms of both quantity and value while
USA and China turned out to be the major importers of Indias seafood. Frozen shrimp,
which earned Rs 43,135.58 crore (US$ 5481.63 million), retained its position as the most
significant item in the basket of seafood exports, accounting for a share of 40.98% in
quantity and 67.72% of the total US$ earnings. Shrimp exports during the period increased
by 1.01 % in Rupee value.
OUR PERFORMANCE
The turnover of our company has increased from Rs. 2683.24 lakhs to Rs. 2877.95 lakhs,
thus registering an increase by 7.25%. However due to disproportionate increase in the
cost of raw materials, there was an erosion in the profit and our current years cash
profit dipped to Rs.1.72 lakhs as against the cash profit of Rs.68.91 lakhs earned during
the previous years. Our post tax loss for the current year is Rs.52.46 lakhs as against
the post-tax profit of Rs. 13.91 lakhs earned during the previous year.
Your Directors are optimistic about companys business and hopeful of better
performance with increased revenue in next year.
Your Company continues with its rigorous cost restructuring exercises and efficiency
improvements which have resulted in significant savings through continued focus on cost
controls, process efficiencies in all areas thereby enabling the Company to maintain
profitable growth in the current economic scenario.
No material changes and commitments have occurred after the closure of the Financial
Year 2022-2023 till the date of this Report, which would affect the financial position of
your Company.
There has been no change in the nature of business of your Company.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve. DIVIDEND
The Board of Directors of the Company have not recommended any dividend on equity
shares of the Company during the financial year 2022-23 to plough back the profit for
continued investment in the business.
DEPOSITS
The Company has not accepted any deposits under Chapter-V of the Companies Act, 2013.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
The Company is not having any subsidiary, Joint Ventures and Associate Companies.
PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company was in receipt of remuneration
requiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The table containing the names and other particulars of
employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is appended as Annexure 1 to the Boards report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. THOMAS KADAKKETH CHANDY (DIN: 02239374), Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment.
Declaration by an Independent Director
The Company has complied according to the provisions of Section 149(6) of the Companies
Act, 2013. The Company has also obtained declarations from all the Independent Directors
pursuant to Section 149(7) of the Companies Act, 2013.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an
annual performance evaluation of its own performance and the directors individually.
AUDIT COMMITTEE
The Composition of the Audit committee is disclosed in the corporate governance report
for the purpose of Section 177(8) of the Companies Act, 2013. All the recommendations made
by the Audit committee have been accepted by the Board.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
There were no loans, guarantees and investments under Section 186 of the Companies Act,
2013 during the year 2022-2023.
BUSINESS RISK MANAGEMENT
The details of Risk management policy are included in the Management Discussion &
Analysis, which forms part of this report.
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.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The company has put in place a mechanism of reporting illegal or unethical behavior.
Employees are free to report violations of laws, rules, regulations or unethical conduct
to their immediate supervisor/notified persons. The policy is available on our website at
the link: http://uniroyalmarine.com/wp-content/uploads/2015/02/UME-Whistle-Blower-
Policy-Vigil-Mechanism.pdf.
ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(Form MGT-7) for the financial year ended March 31, 2023, is available on the Companys
website and can be accessed at- https://unirovalmarine.com/investor- relations
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 times during the financial year ie. on 30.05.2022, 12.08.2022,
07.09.2022, 09.11.2022 and 06.02.2023. The details of which are given in the corporate
governance report that forms part of this Annual Report. The intervening gap between any
two meetings was within the period prescribed by the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable
BOARD EVALUATION
The performance evaluation of non-independent Directors is done by the Independent
Directors of the company at their meeting held on 07.09.2022.
The performance evaluation of Independent Directors is done by the entire Board of
Directors, excluding the director being evaluated at the Board Meeting held on 07.09.2022.
The performance evaluation of the Board was carried out on a questionnaire template on
the basis of criteria such as flow of information to the Board, effective role played by
the Board in decision making etc. The evaluation of all the directors and the Board as a
whole was conducted based on the criteria and framework adopted by the Board. The Board
approved the evaluation results as collated by the nomination and remuneration committee.
A separate meeting of Independent Directors of the Company was held during the year
under review, in which the members evaluated the performance of the Chairman on the basis
of criteria such as giving guidance to the Board and ensuring the Independence of the
Board etc. The performance of the Non- Independent Directors was also evaluated on the
basis of their contribution to the Board deliberations.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy of the Company on Directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013,
adopted by the Board, is put up on the website of the Company at the link :
http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for-Remunerationl.pdf.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
• Disclosure regarding remuneration or commission to Managing Director or the
Whole-time Directors from subsidiaries - not applicable since there is no subsidiaries.
• There is no change in the nature of business
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
• There are no material changes and commitments affecting the financial position
of the company which have occurred between the end of the financial year 20222023 and the
date of this report.
• Your Directors further state that the Company has in place an Anti-Sexual
Harassment Policy and has a committee for prevention of sexual harassment of women at work
place. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. During the year under review, there were no complaints received pursuant to the
Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not entered into any contract / arrangement / transaction with related parties
which could be considered material.
Your Directors drawn attention of the members to Note 32 to the financial statement
which sets out related party disclosures.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 3 to
the Boards report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
The Directors 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 affairs of the Company as at March 31, 2023 and of the loss of the
Company for the year ended on that date;
The Directors have 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.
The Directors have prepared the annual accounts on a going concern basis.
The Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT
During the year, your Directors have adopted a Risk Management Policy which is intended
to formalize the risk management procedures, the objective of which is identification,
evaluating, monitoring, and minimizing identifiable risks. The risk management policy is
successfully implemented by the company to protect the value of the Company on behalf of
the shareholders.
STATUTORY AUDITORS
M/s B S J & Associates, Chartered Accountant (Firm Registration No.010560S),
Ernakulam, Statutory Auditor of the Company, who were appointed to hold office till the
conclusion of the Annual General Meeting to be held for the financial year 2022-23 are
eligible to continue the office. They have confirmed their eligibility to the effect that
reappointment, if made, would be within the prescribed limits under the Act and that they
are not disqualified. Hence board proposes to appoint them as the auditor for the FY
2023-2024.
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further qualification.
The Auditors Report does not contain any qualification, reservation or adverse remark.
CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (LODR), the certificate on corporate governance is enclosed as
Annexure 4 to the Boards report.
SECRETARIAL AUDITOR
Mr. K P Satheesan partner of M/s. Gopimohan Satheesan & Associates LLP, Practising
Company Secretaries, Calicut, was appointed to conduct the secretarial audit of the
Company for the financial year 2022-2023, as required under Section 204 of the Companies
Act, 2013 and Rules there under.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report, issued by Mr. K P Satheesan partner of M/s Gopimohan
Satheesan & Associates LLP, Practising Company Secretaries, Calicut, Secretarial
Auditor in Form No. MR -3 forms part of this Board Report and is annexed herewith as
Annexure 5.
MANAGEMENT DISCUSSION ANALYSIS
The management discussion and analysis of the financial conditions including the result
of the operations of the company for the year under review as required under Regulation
34(e) of the SEBI (LODR) Regulations, 2015 is separately attached with this report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude especially to The
Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and
other statutory authorities, customers, suppliers and shareholders. Your Directors also
wish to thank all the employees for their co-operation.
|
For and on behalf of the Board of Directors |
|
Sd/- |
| Kozhikode |
Anush K Thomas |
| 24/08/2023 |
Managing Director |
|
DIN: 01254212 |
+91-9892691696
