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Aspinwall & Company Ltd.

BSE: 533030 Sector: Others
NSE: ASPINWALL ISIN Code: INE991I01015
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Aspinwall & Company Ltd. (ASPINWALL) - Director Report

Company director report

To the members

We are pleased to present the Report on our business and operations for the year ended31st March 2017.

1. RESULTS OF OUR OPERATIONS

Sl. No. Particulars 2016 - 17 2015 - 16
Rs in Lakhs Rs in Lakhs
1. Revenue from Operations 24460 23786
2. Expenses 22487 22282
3. Earnings before Interest Tax Depreciation
Amortisation and exceptional items 1973 1504
4. Depreciation and Amortisation Expenses 232 228
5. Finance Cost 571 494
6. Exceptional Items 322 -
7. Other Income 475 440
8. Profit Before Tax 1323 1222
9. Tax Expense 573 454
10. Profit After Tax 750 768
11. Surplus – Opening Balance 476 442
12. Appropriations:
13. Dividend:
Interim - 195
Total - 195
14. Dividend Tax - 39
15. Transfer to General Reserve 500 500
16. Surplus - Closing balance 726 476
(10+11-13-14-15)
17. Reserves:
The position of Reserves as on 31st March 2017 will then be:
18. General Reserve 10200 9700
19. Surplus in Statement of Profit and Loss 726 476
20. Hedging Reserve 234 127
21. TOTAL (18 + 19 + 20) 11160 10303
EPS 9.59 9.82

2. LISTING STATUS

The equity shares of the Company were earlier listed at Madras Stock Exchange andCochin Stock Exchange. As both of the Stock Exchanges were de-recognized by Securities andExchange Board of India ("SEBI") the equity shares of the Company were placedbefore the Dissemination Board of National Stock Exchange of India Limited("NSE").

The Board of Directors of the Company at their various meetings held in the year 2015had decided to get the Company listed at NSE. Based on the decision taken by the Board ofDirectors the Company had applied to NSE to list the 7818288 nos. of equity shares ofthe Company. The equity shares of the Company were listed and admitted to dealings at NSEwith effect from 14th June 2016.

3. CORPORATE GOVERNANCE

The Company's philosophy on corporate governance oversees business strategies andensures fiscal accountability ethical corporate behaviour and fairness to allstakeholders comprising regulators employees customers vendors investors and thesociety at large. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)2015 the Corporate Governance Report with auditors' certificate thereon are attached andform part of this report.

4. MANAGEMENT DISCUSSION & ANALYSIS (M.D.&A.)

This report includes M.D.&A as appropriate so that duplication and overlappingbetween Board's Report and the entire material is provided in a composite andcomprehensive document.

5. BUSINESS PORTFOLIOS AND PERFORMANCE:

Our Company is a multi-line business organization and is engaged in Coffee processingand trading Rubber plantations Manufacture and trading of Natural fibre products andLogistics.

Coffee Division:

Coffee exports from India grew by 12.35% and stood at 3.58 Lakhs MT against the 3.18Lakhs MT for the previous year. Global coffee consumption is increasing steadily @ 2.5%and it stood at 93.42 Lakhs MT compared to previous year 91.26 Lakhs MT. Coffeeproduction in India declined compared to the last year due to delayed blossom andbacking showers coupled with high temperatures. In 2017-18 we are expecting a bumper cropdue to the timely blossom and post blossom showers received in the plantation belt.

Aspinwall is one of the finest producers of speciality coffee in India. Our Monsoonedcoffees are found to be unique and well accepted in the global market. We contributearound 55% of the total Monsooned Coffee exported from India. 85% of our exports are toSwitzerland Germany Italy England and Scandinavian countries like Norway Sweden andthe balance to Australia USA Taiwan Japan and Russia.

The Coffee Division has been consistently contributing to the Company's profit for thepast several years. This year Coffee division has done extremely well surpassing all itsprevious records. The Net Profit of the Division for the year under review was more thanthree times as compared to the previous year. This was possible due to better prices afterprocurement better exchange rates and improved realization on certain grades of Coffeeafter additional processing. The current year sale is 4335.5 MT of Coffee as against 4004MT pertaining to the previous year. The current year turnover is Rs.10564.38 Lakhscompared to Rs.10556 lakhs pertaining to the previous year.

Coffee division has made consistent progress in Sustainability Programme of NespressoAAA & Rainforest Alliance. We have contracted 26 containers of AAA Certified coffeesto Nespresso against 5 containers in previous year. We have succeeded in selling 3containers of Rainforest Alliance Certified (RFA) monsooned coffee this season. Further 4large size farms have been added in the sustainability cluster. We have now increased thefarms to 18.

We are further continuing our arrangement with Ecom Gill (which is a Swiss basedleading global commodity merchant and sustainable supply chain management company) forprocurement of AAA certified Arabica Cherry coffee for Monsooning.

Your Company has started the Branding of our Monsooned Malabar Coffee.

For better productivity and improved quality the Company has installed one moreTri-Chromatic color sorter machine.

Aspinwall leads the awards tally as ‘Best Speciality Coffee Exporter" bywinning the award nine times consecutively. We are in the final list for last year'saward which is yet to be declared and are confident to make the tally to 10 timesconsecutively.

Natural Fibre Division:

During the year under review the exports of Coir and Coir Products from India haveshown an increase of over 15%. Once again the major increase shown is for Coir Pith mainlyfrom Tamil Nadu. Most of the other products including coir mats and mattings curled coircoir rope etc have shown little to no growth.

There is a substantial increase in exports and domestic turnover for the division forthe year under review with gain of about 33% from the previous year and achieving aturnover totaling to Rs.2010 lakhs and a Net Profit of Rs.122 lakhs. This was achieved bybetter production planning aggressive marketing cost control andefficiency/co-ordination shown by the different departments of the Division.

During the year the division has exported over 90% of its production at Pollachi Unitcompared to 80% during the previous year. Our European sales have also shown substantialgrowth during the period and plans are underway to replicate the process in USA.

Rubber Division:

After passing through one of the difficult periods in the history of Natural Rubberthe prices have started showing signs of recovery. The prices had nosedived to one of thelowest in the last six years during the early part of 2016. The obvious reasons were theeconomic crisis in China the crash in crude oil prices and the consequent decreasingprices of Synthetic Rubber. However market sentiments improved slightly by the end of theyear and it is carrying forward in the beginning of 2017.

India's natural rubber production during the fiscal 2016-17 reached 690000 tonnesexceeding the anticipated 654000 tonnes. Our plantation harvested a crop of 830 MTagainst the previous year figure of 877 MT showing a deficit of 5.5 %. The main reasonfor the loss of crop is a labour dispute/issues connected with a government notificationfor the increase of tapping task. The consequent labour unrest affected harvest in all theestates of Malabar region.

The grades of Natural Rubber (both Cenex and Block Rubber) of your Company continue toperform well in the market as a result of superior quality and services offered by us. Thedampening effects of low rubber prices could be countered to an extent by getting pricepremium over market prices development of new/exclusive customers and reduction invarious operating expenses and overheads.

We expect a better price situation in the FY 2017-18 in view of an improved economicoutlook in the U.S. and Europe better-than-expected automotive sales in China and slightrecovery in oil prices. The division is targeting improved harvest labour productivitybetter sales realization and Value addition to combat the threats poised by pricevolatility.

Logistics Division:

The transport and logistics sector has demonstrated good performance in the currentyear in the backdrop of a challenging global economic situation. Due to the lesser demandfor fertilizers the volume of handling fertilizers in some of the major ports droppeddrastically. However due to scarcity of wheat the Company participated in handling wheatimports for various customers in different ports that we operate. The Company has alsobeen able to regain its stevedoring business in Goa which it had lost to competition inthe previous year.

All these have helped your Company to end the year in a positive note in this Divisionalso.

For the FY 2017-18 the Ministry of Shipping of the Government of India has introducedthe new Stevedoring Policy wherein the Ports are fixing Royalty on cargo for Stevedoringand shore handling work (on a Profit sharing basis) which is expected to affect ourmargins in future.

Fertilizer imports during the first half of the running FY is expected to be less dueto less rains and non-movement of stock and there are sufficient stock at alldealers/destinations for coming season as well. The division however is expecting fewwheat shipments during the second half of FY 2017-18.

6. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable financial and operationalinformation complying with applicable statutes safeguarding assets from unauthoriseduse executing transactions with proper authorisation and ensuring compliance of corporatepolicies.

The Company has appointed M/s.Suri & Co. Chartered Accountants to oversee andcarry out internal audit of its activities. The audit is based on an internal audit planwhich is reviewed each year in consultation with the statutory auditors and the auditcommittee. The Company has an Audit Committee the details of which have been provided inthe Corporate Governance report. The Audit Committee reviews audit reports submitted bythe internal auditors. Suggestions for improvement are considered and the audit committeefollows up on corrective action and reviews the positive remedial actions taken. The auditcommittee also meets statutory auditors to ascertain inter-alia their views on theadequacy of internal control systems and keeps the board of directors informed of itsmajor observations periodically.

Cautionary Statement

Certain statements made in this report relating to the Company's objectivesprojections outlook expectations estimates and others may constitute ‘forwardlooking statements' within the meaning of applicable laws and regulations. Actual resultsmay differ from such expectations whether expressed or implied. Several factors could makesignificant difference to the Company's operations. These include climatic and economicconditions affecting demand and supply government regulations and taxation naturalcalamities over which the Company does not have any direct control.

7. PERFORMANCE OF THE COMPANY :

The revenue from operations for FY 2016-17 at Rs.24460 lacs was higher marginally overlast year (Rs.23786 lacs in FY 2015-16). EBITDA (before exceptional items) was Rs.1973lacs registering a growth of 31% over EBITDA of Rs.1504 lacs in FY 2015-16. PAT for theyear was Rs.750 lacs compared to the PAT of Rs.768 lacs of FY 2015-16.

Transfer to Reserves

The Company proposes to transfer Rs.5 Crores to the general reserve out of the amountavailable for appropriation and an amount of Rs.726 lacs is proposed to be retained in theprofit and loss account.

Dividend

The Board of Directors are pleased to recommend a first and final dividend of Rs. 3/-per equity share for the year 2016-17.

8. DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human Resource is the most vital factor to achieve the goals of any organization. Beinga progressive organization Aspinwall firmly believes in the strength of its most vitalasset of over 741 strong workforce. To maintain its competitive edge in a highly dynamicindustry Aspinwall recognizes the importance of having a work force which isconsumer-focused performance-driven and future-capable. In keeping with this a number ofpolicies and initiatives have been drawn up to ensure a healthy balance between businessneeds and individual aspirations.

Company has formulated a Human Resource Policy and also has constituted InternalComplaints Committee (ICC) has been set up in line with Sexual Harassment of Women atthe Workplace (Prevention Prohibition & Redressal) Act 2013 to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) pertaining to the applicable units/branches of the Company are covered underthis policy.

9. WHOLLY-OWNED SUBSIDIARIES:

The Company has 4 wholly-owned subsidiaries as on 31st March 2017. Thereare no associate companies or joint venture companies within the meaning of section 2(6)of the Companies Act 2013 ("Act"). There has been no material change in thenature of the business of the subsidiaries. Pursuant to the provisions of section 129(3)of the Act a statement containing salient features of the financial statements of theCompany's subsidiaries in Form AOC-1 is attached to the financial statements of theCompany. Further pursuant to the provisions of section 136 of the Act the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company. Following are the brief description of the wholly-owned subsidiaries of theCompany:

9.1 Aspinwall Technologies Ltd

The main activities of this Company are the development and trading of businessautomation systems and programmes in software for Aspinwall and Company Limited and itssubsidiaries.

9.2 Malabar Coast Marine Services Pvt. Ltd.

The main activities of this Company are stevedoring and freight forwarding. Stevedoringis carried out mainly in the port of Mormugao (Goa). Freight forwarding is carried out inlocations like Goa Vizag Hyderabad Banga-lore and Mangalore.

9.3 Aspinwall Geotech Ltd.

Aspinwall Geotech Limited was formed for carrying on the business of Geotextiles.However a major fire accident in 2002 damaged critical machinery and since then nocommercial activity has been possible.

9.4 SFS Pharma Logistics Private Limited

SFS Pharma Logistics Private Limited is engaged in the business of logisticsassistance in India and abroad relating to clinical trial shipments pharma products andother temperature sensitive cargo. SFS Pharma was outsourcing its entire requirementsduring the initial years as the Company wanted to understand and evaluate the marketpotential.

The management had decided to invest in necessary infrastructure and scale up theoperations to the next level. The company has installed 3 nos. of freezers/chillers inMumbai and two nos. in Delhi Bangalore and Hyderabad branches. The entire infrastructurewas put in place by the third quarter of the year under review. The Company has beeninviting major pharmaceutical companies to audit our facilities which are the usualpractice in the industry. The performance in the last quarter of this FY has been veryencouraging and the Company is confident to make a decent profit in the next FY and makegood the earlier losses in the next couple of years.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Act Mr.Raghavan SasiprabhuKarunamittom was appointed as Additional Director at the Board Meeting of the Company heldon 04th November 2016 till the conclusion of ensuing Annual General Meeting.One of the members of the Company has deposited the requisite amount as prescribed underthe Companies Act 2013 for the appointment of the said Director at this AGM. The Boardbased on the same has recommended the appointment of Mr.Raghavan Sasiprabhu Karunamittomas Independent Director who has submitted a declaration that he meets the criteria ofindependence as provided in section 149(6) of the Act. The profile of the said Directorhas been attached to the Corporate Governance Report.

Mr.KRN Menon Independent Director was appointed and designated as the Chairman(Non-Executive/Independent) of the Company by the Board of Directors with effect from 03rdAugust 2016.

Mr.CRR Varma retires by rotation and being eligible has offered himself forre-appointment.

Mr.RRVN Varma Independent Director retired from the Board of Directors of the Companyon the expiry of his term on 30th September 2016.

The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Companies Act 2013 declaring that they meet the criteria of independenceunder the said Act.

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company during the year were - Mr.Rama Varma Managing Director Mr.Venkitraman AnandChief Executive Officer Mr.T.R.Radhakrishnan Chief Financial Officer and Mr.Neeraj RVarma Company Secretary. There has been no change in the key managerial personnel duringthe year.

Mr.Venkitraman Anand Chief Executive Officer has been appointed as an AdditionalDirector to the Board of Directors of the Company at their meeting held on 25thMay 2017 who shall hold office till the conclusion of the ensuing AGM. One of themembers of the Company has deposited the requisite amount as prescribed under theCompanies Act 2013 for the appointment of the said Director at this AGM. The Boardbased on the same has recommended the appointment of Mr.Venkitraman Anand as the ExecutiveDirector for a period of three years effective from 25th May 2017. Theprofile of the said Director has been attached to the Explanatory Statement of the Noticeof the AGM.

Number of meetings of the Board

Four meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and based on GuidanceNote on Board Evaluation issued by SEBI. The performance of the board was evaluated by theboard after seeking inputs from all the directors on the basis of the criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc. The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. The board and thenomination and remuneration committee reviewed the performance of the individual directorson the basis of the criteria such as the contribution of the individual director to theboard and committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. In addition the chairman wasalso evaluated on the key aspects of his role. In a separate meeting of independentdirectors performance of non-independent directors performance of the board as a wholeand performance of the chairman was evaluated taking into account the views of theManaging Director and non-executive director. The same was discussed in the board meetingthat followed the meeting of the independent directors at which the performance of theboard its committees and individual directors was also discussed. Performance evaluationof independent directors was done by the entire board excluding the independent directorbeing evaluated.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.

Audit committee

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

12. AUDITORS:

Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterthe appointment of Deloitte Haskins & Sells Chartered Accountants as statutoryauditors were ratified at the AGM held on 03rd August 2016 whose appointmentshall be effective till the conclusion of AGM to be held in the calendar year 2017.

Based on the above provisions mandatory rotation of auditors is applicable for theCompany and considering the same the Board of Directors at their meeting held on 25thMay 2017 has subject to the approval of the members of the Company at the AGMappointed M/s BSR & Associates LLP Chartered Accountants (Firm RegistrationNo.116231W/ W-100024) as the Statutory Auditors of the Company for a period of five years(subject to ratification at each AGM) till the conclusion of the one hundred and second(102nd) AGM of the Company to be held in the year 2022 subject to the approvalof members at this AGM.

Cost Auditors

M/s BBS & Associates Cost Accountants (Registration No.00273) were the CostAuditors of the Company for the FY 2016-17. The Board of Directors at their meeting heldon 25th May 2017 has approved the re-appointment of the said firm as the CostAuditors of the Company for the FY 2017-18 and also recommended the audit fees payable tothem. As per the provisions of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 audit fee payable to the Cost Auditors is to be ratified by themembers of the Company.

Secretarial Auditors

M/s BVR & Associates Company Secretaries LLP (AAE-7079) were appointed as theSecretarial Auditors of the Company for the FY 2016-17.

Auditor's Report and Secretarial Audit Report

The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.

13. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements provided in this Annual report.

14. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given as anAnnexure in Form AOC-2 and the same forms part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout as an Annexure of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. For other details regarding the CSR Committeeplease refer to the corporate governance report which forms part of this report. Thepolicy is available on the website of the Company (URL:http://aspinwall.in/corporate-governance.php).

16. EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Act the extract of annual return is given as anAnnexure in the prescribed Form MGT-9 which forms part of this report.

17. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration more than the prescribed levels asmentioned under section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and the subsequent amendmentsthereto. The other information required under the said provisions are provided below:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of Directors Ratio to median remuneration
Non Executive/Independent Directors*
C.R.R. Varma 1.52
Brig. R.R.V.N. Varma# 0.57
K.R.N. Menon 1.57
P.K. Sasidharan 2.05
Vice Admiral Sushil Krishnan Nair (Retd.) 0.70
Nina Nayar 1.87
R.Sasiprabhu 0.52
Managing Director
Rama Varma 43.80

*The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid tothem for attending the Board/Committee meetings held during the year. The same variesbased on their attendance at the meetings.

#Retired from the Board of Directors w.e.f. 30th September 2016.

b) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
C.R.R. Varma* -
Brig. R.R.V.N. Varma* -72.34%
K.R.N. Menon* -18.18%
P.K. Sasidharan* -
Vice Admiral Sushil Krishnan Nair (Retd.)* -33.33%
Nina Nayar* 79.17%
R.Sasiprabhu# -
Rama Varma 15.90%
Venkitraman Anand (Chief Executive Officer)@ 43.19%
T.R.Radhakrishnan (Chief Financial Officer)@ 36.48%
Neeraj R Varma (Company Secretary)@ 33.14%

* The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid tothem for attending the Board/Committee meetings held during the year. The same variesbased on their attendance.

#Inducted as Additional Director during the FY 2016-17.

@The increase is due to the Variable Pay component as per the Policy of the Company andalso due to the annual increments.

c) The percentage increase in the median remuneration of employees in the financialyear: -2.34%.

d) The number of permanent employees on the rolls of Company as on 31stMarch 2017: 741

e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was 11.57%. Increase in the managerial remuneration for theyear was 30.91% (the said increase is due to the Variable Pay component based on thepolicy of the Company).

f) The Company affirms that the remuneration is as per the remuneration policy of theCompany.

g) The top 10 employees of the Company in terms of remuneration drawn during the year2016-17 are enclosed as an Annexure to this report.

18. DEPOSITS FROM PUBLIC

As reported last year the Company has stopped accepting/renewing Fixed Deposits andhas repaid all the fixed deposits as on 31st March 2015. The unclaimedinterest amounts relating to the earlier Fixed Deposits are lying in the Interest WarrantAccount of the Company and is being transferred to Investors' Education and ProtectionFund ("IEPF") as and when it is due to be transferred pursuant to theprovisions of the Companies Act.

19. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are not applicable to yourCompany.

20. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Export activities initiatives taken to increase export etc.

Coffee and Coir are the major export oriented business of the Company.

Our representative based at Netherlands over the past five years has been able topromote the activities of the Company across Europe. His efforts along with the visits ofsenior executives from India have helped the Company to retain and improve the customerbase across Europe. The Companies' executives along with our representative in Europe haveparticipated/attended various exhibitions/trade fairs.

(b) Total foreign exchange used and earned

During the year under review the Company's foreign exchange earnings amounted toRs.10915 lacs compared to Rs.10889 lacs in the previous year. The total outgo of foreignexchange amounted to Rs.68 lacs as against Rs.22 lacs in the previous year.

21. BUY-BACK

The Company has not contemplated any buy-back of shares.

There has also been no change in the share capital of the Company during 2016-17.

22. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

23. ENTERPRISE RISK MANAGEMENT

The Board of Directors had also formulated a Risk Management Policy for identificationassessment monitoring mitigation and reporting procedures of enterprise risks. The Riskshave been categorised under Strategic Operational Financial Compliance and Projectheadings.

24. MENTORSHIP AND SUCCESSION PLANNING POLICY

The Board of Directors has formulated a comprehensive policy for establishing astructured approach to ensure an internal supply of competent employees who can take upkey positions when necessary. The roles eligibility time frame integration with otherHuman Resource functions and Succession Planning process for the senior management hasbeen spelt out in the policy.

25. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Vigil Mechanism is created pursuant to the provisions of Section 177 of Companies Act2013 which is an instrument through which genuine complaints regarding the Company canbe reported by both the Directors as well as Employees of the Company to an authority. TheAudit Committee has been identified for this purpose. The mode of operation of VigilMechanism has been defined by the Audit Committee. Adequate safeguards againstvictimisation of persons who use Vigil Mechanism to make a direct access to the Chairmanof the Audit Committee is provided.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank our customers shareholders suppliersbankers business partners/ associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company. We would alsoplace on record our sincere appreciation to all employees of the Company for their hardwork and commitment.

The directors appreciate and value the contributions made by every employee of theAspinwall family.

By order of the Board of Directors

Sd/- Sd/-
Kochi C. R. R. VARMA RAMA VARMA
25th May 2017. Director Managing Director
DIN 00031924 DIN 00031890