Your Directors have pleasure in presenting the Thirty Fifth Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe Financial Year ended 31st March 2016 and the report of the Auditors thereon.
1. FINANCIAL SUMMARY (STANDALONE)
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
| ||Rs. ||Rs. |
|Sales ||3076852743 ||2598797554 |
|Interest ||7734786 ||4756496 |
|Other Income including Operating Income ||251314081 ||179528849 |
|Total Income ||3335901610 ||2783082899 |
|Less: Expenditure ||3186284818 ||2599749133 |
|Profit before Depreciation and Taxation ||149616792 ||183333766 |
|Less: Depreciation ||25450821 ||26091987 |
|Profit before Taxation ||124165971 ||157241779 |
|Less: Provision for Tax ||44777357 ||54747842 |
|Less: Prior Period Adjustments ||220028 ||473073 |
|Net Profit After Tax& Prior period adjustments (a) ||79168586 ||102020864 |
|Balance brought forward from last year(b) ||280739186 ||196006111 |
|Less: Transfer to General Reserve(c) ||15000000 ||15000000 |
|Less: Proposed Dividend @ 1 5%(d) ||3813300 ||1906650 |
|Less: Tax on Dividend(e) ||776298 ||381139 |
|Balance Carried to Balance Sheet(a+b-c-d-e) ||340318174 ||280739186 |
Keeping in view the working capital requirements of the Company and the tight liquiditysituation the Industry is passing through and the need for conserving the limitedresources your Board recommends Dividend of Rs.1 .50/- per Equity Share of Rs. 10/- each(15%) for the consideration and approval of the members of the Company at the forthcomingAnnual General Meeting.
Your Board is optimistic that the company will be able to post better performance inthe years to come.
The Register of Members and Share Transfer Books will remain closed fromi0.08.2016 to17.08.2016 for the purpose of payment of the Dividend for the Financial Year ended March31st 2016 and the Annual General Meeting is scheduled to be held on 17.08.2016.
3. STATE OF COMPANY'S AFFAIRS DURING THE YEAR
During the year under review the Company has earned an income of Rs.33359016107-as compared o t Rs. 2783082899/- during the previous year and the expenditure incurredamounted to Rs. 3186284818/- as against Rs. 2599749133/- during the previous year.The depreciation provided for the reporting year was Rs. 25450821/- as compared to Rs.260919877- during the previous year. Hence Net Profit after tax was amounted toRs.791685867- as compared to Rs.1020208647- during the previous year.
Awards & Recognitions:
Your company was presented the (FTAPCCI) Federation of Telangana and Andhra PradeshChambers of Commerce and Industry excellence award for its "Excellence in ExportPerformance (SSI)" on 14.11.2015 by Shri. M. Venkaiah Naidu Hon. Union Minister ofUrban Development Housing and Urban Poverty Alleviation and Parliamentary Affairs. Stillthe efforts of Managerial Directors & Key Managerial Personnel have been continuingfor effective operations and increasing the business of the Company by Improving theexports to various countries. The Company has identified viable parties for increasing theexports and the business of the Company by adding more products for exporting to variousother countries. Further after the acquisition of the Fully Owned Subsidiary Companythis year the Company has achieved by expanding the business activities in Abroad. Hencethe Company expects more business and profits in the years to come.
4. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THESUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.
In compliance with the requirement of Section 2(87) of the Companies Act 2013Directors' Report along with the Statement of Accounts of M/s. Continental Fisheries IndiaPrivate Limited and M/s. Secrest Seafoods Inc. the Wholly Owned Subsidaries of yourCompany for the year ended 31st March 2016 are appended to the Annual Report.
Continental Fisheries India Private Limited
Continental Fisheries India Private Limited is a Wholly Owned Subsidiary of theCompany which has been carrying the business of deep sea fishing.
Seacrest Seafoods Inc.
Seacrest Seafoods Inc. is a Wholly Owned Subsidiary of the Company which has beenestablished during the Year in the State of Delaware U.S.A with an objective to importand sell sea foods in the American Markets.
The Statement containing the salient features of the financial statement ofSubsidiaries as per sub- section (3) of Section 129 of the Companies Act 2013 in Form AOC- 1 is herewith annexed as Annexure - 1 to this report.
5. NUMBER OF MEETINGS OF THE BOARD
Six meetings of the board were held during the year. For details of the meetings of theboard please refer to the corporate governance report which forms part of this report.
6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts / arrangements / transactions entered bythe Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into anycontract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended asAnnexure -2 to this report.
These have been discussed in detail in the Notes to the Standalone Financial Statementsin this Annual Report.
The Company has not accepted any fixed deposits attracting the provisions of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as ofthe Balance Sheet date.
8. STATUTORY AUDITORS:
At the Annual General Meeting held on September 30th 2014 M/s. K.RRao AssociatesChartered Accountants were appointed as Statutory Auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017subject to ratification of Shareholders in every Annual General Meeting. Accordingly aresolution seeking Members' ratification on appointment of M/s. K.RRaoAssociates.Chartered Accountants Hyderabad as statutory auditors of the Company for the FinancialYear 2016-17 is included at Item No. 4 of the Notice convening the 35th Annual GeneralMeeting.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remarks.
10. SECRETARIAL AUDITORS
Shri Satyanarayana. A Practicing Company Secretary ASM Associates CompanySecretaries wasappointed to conduct the Secretarial Audit of the Company for thefinancial year 2015-16 as required under Section 204 of the Companies Act 2013 and Rulesthere under. The Secretarial Audit Report for FY 2015-16 forms part of the Annual ReportasAnnexure - 3 to the Board's report.
11. INTERNAL AUDITORS:
The Board of Directors based on the recommendations of the Audit Committee haveappointed M/s. Seshagiri Rao& Associates Chartered Accountants Hyderabad for thefinancial year 2016-17 who has to act in the independent manner and also responsible forregulatory and legal requirements relating to operational processes and internal systems.They report directly to the Board of Directors.
12. CREDIT & GUARANTEE FACILITIES:
The Company has been availing Packing Credit limits and Term Loan and other facilitiesfrom Bank of India Main Branch Visakhapatnam.
13. PARTICULARS REGARDING ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
Your Company continues to explore all possible avenues to reduce energy consumption.The particulars as prescribed under Sub - Section (3)(m) of Section 134 of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is enclosed as Annexure- 4 to the Board's Report.
14. MANAGEMENT DISCUSSION ANALYSIS
Management Discussion & Analysis is given as an Annexure - 5.
The Board has been continuing its efforts and taken the required steps in the followingareas:
1. Industry Structure and Development
2. Growth strategy.
3. Segment-wise Performance
4. Internal Control Systems and their adequacy
5. Strengths Weaknesses Opportunities and Threats
6. Financial performance with respect to operational performance
7. Material developments in human resources / industrial relations
8. Strict Compliances
9. Talent Management Leadership Development and Talent Retention.
10. Learning and Development
15. CORPORATE GOVERNANCE
Your Company has been complying with the principles of good Corporate Governance overthe years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance along with a Certificate from the Auditors on itscompliance forms an integral part of this report as Annexure - 6 & 7.
Board diversity .
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability. During the year the Company has spentRs. 501954/- on CSR activities.
The CSR initiatives of your Company were under the thrust areas of:
1. Health: Affordable solutions for healthcare through improved access awareness andhealth seeking Behavior Sanitation.
2. Skill Development: Access to quality education training and skill enhancement.
Your Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2016 in accordance with Section 135 of theCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014isannexed to this report asAnnexure - 8.
17. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the Form No. MGT - 9 is appended as Annexure - 9 to the Board's report.
18. INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
19. DIRECTORS AND KEYMANAGERIAL PERSONNEL
The Company had appointed Mr. T.Valsaraj as the Managing Director of the Company w.e.f25.01.2016 for a period of 5 years. Mr. G.V.V. Satyanarayana Whole Time Director of theCompany had been continuing on the Board.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Jeeja Valsaraj Non- Executive Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible has offered herself forre-appointment.
As on the date of this Report the Company's Board consists of the followingIndependent Directors:
1. Mr. Venkateswara Rao Kamireddi
2. Mr. Sirangu Rajaram
3. Mr. M.V. Suryanarayana - (Appointed w.e.f. 14.09.2015)
During the Year the Company has appointed Mr. M.V. Suryanarayana as an IndependentDirector of the Company w.e.f. 14.09.2015.
A brief profile of the Directors of the Company is annexed herewith as Annexure 10 tothis report.
20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in'force). The salient aspects covered in theNomination and Remuneration Policy has been outlined in the Corporate Governance Reportwhich forms part of this report.
The Managing Director & Whole Time Director of your Company does not receiveremuneration from any of the subsidiaries of your Company.
Particulars of employees asrequired in accordance with the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5(2)of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not given asyourCompany has not paid any remuneration attracting these provisions -The same has beenannexed to this Board Report asAnnexure - 11
21. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF THECOMPANIES ACT 2013
The financial statements are prepared in accordance with the Section 133 of theCompanies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014 theProvisions of the Act (to the extent notified) and guidelines issued by SecuritiesExchange Board of India (SEBI). There are no material departures from prescribedaccounting standards in the adoption of these standards.
The Directors confirm that:
(a) In the preparation of the annual accounts for the Financial Year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis; and
(e) The directors have laid down internal financial controls which are adequate andare operating effectively.
(f) The directors have devised proper systems to ensure compliance.
22. DECLARATION BY INDEPENDENT DIRECTORS
Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under law.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateto and the date of this report.
25. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations. Employees can raise concerns regarding anydiscrimination harassment victimization any other unfair practice being adopted againstthem or any instances of fraud by or against your Company. Any incidents that are reportedare investigated and suitable'action taken in line with the whistle blower policy. TheWhistle Blower Policy is also available on your Company's website (www.coastalcorp.co.in).
26. RISK MANAGEMENT POLICY
The Company reviews the process of risk management in your Company. The managementperiodically briefs on the emerging risks along with the risk mitigation plans put inplace. Risk management is interlinked with the annual planning exercise where eachfunction and business carries out fresh risk identification assessment and draws uptreatment plans.
During the year the Company manages monitors the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives.
27. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THECOMPANIES ACT 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
28. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21 the Consolidated Financial Statements arefurnished herewith and form part of this Report and Accounts.
29. 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 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
All the assets of the Company wherever necessary and to the extent required have beenadequately insured.
31. EMPLOYEE RELATIONS
The relationship with the staff and workers continued to be cordial during the entireyear. The Directors wish to place on record their appreciation of the valuable work doneand co-operation extended by them at all levels. Further the Company is taking necessarysteps to recruit the required personnel from time to time.
32. STATUTORY COMPLIANCES
The Company has complied with the concerned provisions relating to statutory compliancewith regard to the affairs of the Company in all aspects.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Neither the Managing Director nor the Whole Time Director of the Company receivesany remuneration or commission from any of its subsidiary.
b. Issue of Equity Shares with differential rights as to Dividend voting.
c. Issue of Shares (including sweat equity shares) to employees of the Company underany scheme.
Your Directors further state that during the year the Internal Complaints Committeehave been constituted with 2 Woman Members and a Male Member and under review there wereno cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
34. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2015-16where the Company's Shares are listed.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
They sincerely convey their appreciation to customers shareholders vendors bankersbusiness associates regulatory and government authorities for their continued support.
They also wish to acknowledge the continued patronage and confidence reposed in themanagement by the shareholders.
| ||On behalf of the Board || |
| ||For COASTAL CORPORATION LIMITED || |
| ||Sd/- ||Sd/ - |
| ||(T. VALSARAJ) ||(G.V.V.SATYANARAYANA) |
| ||MANAGING DIRECTOR ||DIRECTOR-FINANCE |
|Place: Visakhapatnam || || |
|Date: 12.07.2016 || || |