Your Directors have pleasure in submitting their 25th Annual report and theAudited Balance Sheet and Profit & Loss Accounts for the year ended March 31 2017.
RESULTS OF OPERATION
Operation Results of the Company for the year under review along with the figures forprevious year are as follows:
| ||(Rs. in Lakh) |
|Particulars ||2016-17 ||2015-16 |
|Net sales / Income from Operations ||4429.64 ||4080.13 |
|Other Income ||2.74 ||2.05 |
|Total Revenue ||4432.38 ||4082.18 |
|Total Expense ||4420.76 ||4075.27 |
|Profit Before Tax ||5.90 ||6.91 |
|Profit After Tax ||5.90 ||4.62 |
|Earnings Per Equity Share || || |
|1. Basic ||0.09 ||0.07 |
|2. Diluted ||0.09 ||0.07 |
The financial year 2016-2017 was a very challenging for the Indian industry due todemonetisation. Inspite of this entanglement we achieved a cash profit of Rs.5.90.
Revenue for Financial Year March 31 2017 stood at Rs.4432.38/-as against Rs. 4082.18/-in the previous year which shows an increase in revenue of Rs. 350.20/-. After providingfor depreciation and taxation of Rs. 54.02/- & Rs.0/- respectively the net profit ofthe Company is Rs. 5.90/- (Figures in Lakh)
Your Company is confident that it will be able to establish its name in the market inthe years to come with the growing demand for Indian seafood products across the world andthe expanded production capacity of the Company.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of theamount available for appropriation.
Due to the inadequacy of profits your directors regret their inability to recommend anydividend for the year.
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 remunerationrequiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure 1 to the Board's report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. K.C .Thomas (DIN: 02239374) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forreappointment.
(b) Declaration by an Independent Director
The Company has complied according to the provisions of Section 149(6) of the CompaniesAct 2013. The Company has also obtained declarations from all the Independent Directorspursuant 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 anannual performance evaluation of its own performance and the directors individually.
The Composition of the Audit committee is disclosed in the corporate governance reportfor the purpose of Section 177(8) of the Companies Act 2013. All the recommendations madeby the Audit committee have been accepted by the Board.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees and investments under Section 186 of the Companies Act2013 during the year 2016-17.
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 inthe 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 conductto their immediate supervisor/ notified persons. The policy is available on our website atthe 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 theannual return in the prescribed format is appended as Annexure 2 to the Board's report.
NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the financial year ie. 28-05-2016 13-08-201612-11-2016 11-02-2017 the details of which are given in the corporate governance reportthat forms part of this Annual Report. The intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013.
The performance evaluation of non Independent Directors is done by the IndependentDirectors of the company at their meeting held on 11.02.2017.
The performance evaluation of Independent Directors is done by the entire Board ofDirectors excluding the director being evaluated at the Board Meeting held on 30.05.2017.
The performance evaluation of the Board was carried out on a questionnaire template onthe basis of criteria such as flow of information to the Board effective role played bythe Board in decision making etc. The evaluation of all the directors and the Board as awhole was conducted based on the criteria and framework adopted by the Board. The Boardapproved the evaluation results as collated by the nomination and remuneration committee.
A separate meeting of Independent Directors of the Company was held during the yearunder review in which the members evaluated the performance of the Chairman on the basisof criteria such as giving guidance to the Board and ensuring the Independence of theBoard etc. The performance of the Non- Independent Directors was also evaluated on thebasis of their contribution to the Board deliberations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted 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-Remuneration1.pdf
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:
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 underany scheme.
3. Disclosure regarding remuneration or commission to Managing Director or theWhole-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 orTribunals which impact the going concern status and Company's operations in future.
6. There are no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year 2016-2017 and thedate of this report.
Your Directors further state that the Company has in place an Anti Sexual HarassmentPolicy and has a committee for prevention of sexual harassment of women at work place. Allemployees (permanent contractual temporary trainees) are covered under this policy.During the year under review there were no complaints received pursuant to the SexualHarassment 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 partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material.
Your Directors drawn attention of the members to Note 32 to the financial statementwhich sets out related party disclosures.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure 3 tothe Board's report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
i. in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
iii. The Directors have taken proper and sufficient care for 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.
iv. The Directors have prepared the annual accounts on a going concern basis. v. TheDirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. vi. TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
During the year your Directors have adopted a Risk Management Policy which is intendedto formalise the risk management procedures the objective of which are identificationevaluating monitoring and minimising identifiable risks. The risk management policy issuccessfully implemented by the company to protect the value of the Company on behalf ofthe shareholders.
AUDITORS Statutory Auditors
M/s. Kuruvilla & Indukumar Chartered Accountants Kochi Independent Auditors ofthe Company who were appointed to hold office till the conclusion of the Annual GeneralMeeting to be held for the financial year 2016-17 are not eligible to continue theoffice hence the board recommended to appoint Mr. Sabu Philip Chartered Accountant(Membership No. 31708) as the Statutory Auditor of the Company to hold office from theconclusion of this meeting until the conclusion of the Annual General Meeting to be heldfor the financial year 2021-22 on such remuneration as may be determined by the Board ofDirectors They have confirmed their eligibility to the effect that their appointment ifmade would be within the prescribed limits under the Act and that they are notdisqualified.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further qualification. The Auditors' Report doesnot contain any qualification reservation or adverse remark.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (LODR) the auditors' certificate on corporate governance isenclosed as Annexure 4 to the Board's report.
Mr. Satheesh Kumar N of M/s. Satheesh & Remesh Practising Company SecretariesCochin was appointed to conduct the secretarial audit of the Company for the financialyear 2016-17 as required under Section 204 of the Companies Act 2013 and Rules thereunder.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report issued by Mr. Satheesh Kumar N of M/s.Satheesh & RemeshPractising Company Secretaries Cochin Secretarial Auditor in Form No. MR -3 forms partof this Board Report and is annexed herewith as Annexure 5.
While confirming that the company has complied with the provisions of applicable actsrules etc. the auditors made few observations. The Board's clarifications for the sameare as follows.
Proof of dispatch of notice of AGM: The Company has sent soft copy of annual reports tothose shareholders who have submitted their email address. For all other shareholdersphysical copies of annual reports were sent. However for few shareholders the proof ofsending annual report is not traceable. Action has been taken to ensure proper maintenanceof record of sending annual report.
The company also had taken action to comply the Secretarial Standards 2 on Generalmeetings and the company planned to take action for improve facilities to control thepollutions.
MANAGEMENT DISCUSSION ANALYSIS
The management discussion and analysis of the financial conditions including the resultof the operations of the company for the year under review as required under Regulation34(e) of the SEBI (LODR) Regulations 2015 is separately attached with this report.
Your Directors wish to place on record their sincere gratitude especially to TheFederal Bank Ltd UCO Bank Government Authorities Central Excise Dept. MPEDA EIA andother statutory authorities customers suppliers and shareholders. Your Directors alsowish to thank all the employees for their co-operation.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Kozhikode ||Iype Mathew |
|29-07-2017 ||Chairman (DIN 01546555) |