Uniroyal Marine Exports Ltd Directors Report.

Dear Member,

The Directors have pleasure in presenting their27th Annual report and the Audit-ed Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2019.

RESULTS OF OPERATION

Operation Results of the Company for the year under review along with the figures for previous year are as follows:

Rupees in Lakh
Particulars 2018-19 2017-18
Net sales / Income from 4260.88 4373.24
Operations
Other Income 2.52 5.13
Total Revenue 4263.40 4378.37
Total Expense 4223.11 4353.91
Profit Before Tax 40.29 24.46
Profit After Tax 40.29 24.46
Earnings Per Equity Share
1. Basic 0.62 0.38
2. Diluted 0.62 0.38

OPERATION ANALYSIS

In the year gone by, Indian sea food export growth rebounded sharply and maintained the same through out the year. Strong growth has not been seen for the last two years.

Amidst this scenario, your Company recorded a profit of Rs. 40.29 lakhs as against Rs. 24.46 lakhs in the previous year which is an increase of 64.72% compared to the last 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 2018-19 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 out of the amount available for appropriation.

DIVIDEND

Due to the inadequacy of profits your directors regret their inability to recommend any dividend for the year.

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

(a) Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.Mohanlal Viswanathan Nair (DIN: 00149939), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The five year term of office of Mr. Ipe Mathew and Mr. Ram Nath as Independent Directors of the Company expires on the conclusion of the ensuing Annual General Meeting. The Board of Directors (Board) in the meeting held on 26th August 2019, on the recommendation of the Nomination and Remuneration Committee (NRC) re-appointed them as Independent Directors for a second consecutive term of one year from 29th September 2019 up to 28th September 2020(subject to approval of the members of the Company).Approval from the members for re-appointment of Mr. Ipe Mathew and Mr.Ram Nath is being sought in the ensuing annual general meeting (AGM).

(b) 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.

(c) 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 2018-19

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 behaviour. 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

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure 2 to the Boards report.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year ie. 25/05/2018, 13/08/2018, 10/11/2018 and 09/02/2019 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.

BOARD EVALUATION

The performance evaluation of non Independent Directors is done by the Independent Directors of the company at their meeting held on 09-02-2019

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 25-05-2019.

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 Com-pany at the link: http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for-Re-muneration1.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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Disclosure regarding remuneration or commission to Managing Director or the Whole-time Directors from subsidiaries not applicable since there is no subsidiaries.

4. There is no change in the nature of business.

5. 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.

6. There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 2018-19 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 com-plaints received pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RE-LATED 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 30 to the financial statement which sets out related party disclosures.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECH-NOLOGY 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:

i. In the preparation of the annual accounts for the year ended March 31, 2019, 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;

ii. The Directors have selected such accounting policies and applied them consistently and made judgements 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, 2019 and of the profit of the Company for the year ended on that date;

iii. 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. 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.

vi. 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 are identification, evaluating, monitoring, and minimizing risks. The risk management policy is successfully implemented by the company to protect the value of the Company on behalf of the shareholders.

AUDITORS Statutory Auditors

Mr. Sabu Philip, Chartered Accountant (Membership No. 31708), Kottayam, Independent 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 2021-22, are eligible to continue the office. He has confirmed his eligibility to the effect that his ratification, if made, would be within the prescribed limits under the Act and that he is not disqualified.

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.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (LODR), the auditors certificate on corporate governance is enclosed as Annexure 4 to the Boards report.

SECRETARIAL AUDITOR

Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, was appointed to conduct the secretarial audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules there under.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report, issued by Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, Secretarial Auditor in Form No. MR -3 forms part of this Board Report and is annexed herewith as Annexure 5.

While confirming that the company has complied with the provisions of applicable acts, rules, etc. the auditors made an observation. The Boards clarifications for the same are as follows.

Regarding the laws specifically applicable to the Company, the company has to update its records and registers to be maintained under the respective Acts and provisions. Similarly the company has no documentary proof of sending of notice of annual general meeting to the entire share holders and the company has paid additional fee for delay in filing of statutory forms/ returns with Registrar of Companies.

The company had taken action to update the registers required to be maintained under the provisions of the Acts specifically applicable with the company.

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/-
Kochi Ipe Mathew
26/08/2019 Chairman (DIN 01546555)

ANNEXURES TO THE BOARDS REPORT

Annexure 1 Particulars of employees

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2018-19 Directors Name Ratio to mean remuneration
Mr. Anush K Thomas- Managing Director 1:0.80
(ii) The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any in the financial year 2018-19 compared to 2017-18 Directors/CFO/CEO/CS/Manager Name % increase in remuneration
Mr. Anush K Thomas- Managing Director NIL
Mr.Benilal Odatt - Company Secretary NIL
Ms. Bindu Suresh Chief Financial Officer NIL
(iii) Percentage increase in the median remuneration of employees in the financial year 2018-19 compared to 2017-18 14.65%
(iv) Number of permanent employees on the rolls of the company As on 31.03.2019 As on 31.03.2018
78 79
(v) Explanation on the relationship between average increase in remuneration and the company performance As per industry standards As per industry standards
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company Particulars Amount & Percentage
Total amount of remuneration of KMP 8,71,660.00
Revenue for the Financial Year 2018-19 42,63,40,702
Remuneration of KMP as a % of Revenue 0.20%
Profit Before Tax for the Financial Year 2018-19 40,29,232.00
Remuneration of KMP as a % of Profit Before Tax 21.63%
(vii) Variation in Details 31.03.2019 31.03.2018
Market Capitalization- 10.81 / 7.28 7,00,43,395 4,71,70,760
Price Earnings Ratio 17.44 42.97
Percentage Increase/ decrease of market quotations 8.10 13.74
Net worth of the Company 3.85 Crores 3.64 Crores
(viii) Average percentile increase in salaries of Employees other than managerial personnel

During 2018-19

During 2017-18

8.62%

8.54%

Justification for increase with reasons for any exceptional circumstances

Normal industry standards applied based on increase in turnover

 

(ix) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company Name of Key Managerial personnel Remuneration for the years ended Reason against performance of the Company
31.03.19 31.03.18 % change
Mr. Anush K Thomas- Managing Director 252000 252000 NIL As per Normal industry standards
Mr.Sandeep Kumar P Mr.Benilal Odatt *- Company Secretary 304500 300000 NIL As per Normal industry standards
Mrs.Bindu Suresh Chief Financial Officer 315160 300452 4.90% As per Normal industry standards
(x) Key parameter for any variable component of remuneration availed by the Directors NA
(xi) Ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess the highest paid director during the year 1:5.69

*- Remuneration for part of the year- CS appointed on September 2017 b) Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During the year under review, no employee of the Company was in receipt of remuner-ation requiring disclosure under Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.