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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 endedMarch 31 2020.

1. RESULTS OF OUR OPERATIONS

Sl. Particulars FY 2019 - 20 FY 2018 - 19
No. Rs In Lakhs Rs In Lakhs
1 Revenue from operations 25329 27242
2 Expenses 25270 26275
3 Earnings before Interest Tax Depreciation
Amortisation and exceptional items 59 967
4 Depreciation and amortisation expenses 330 252
5 Finance cost 520 702
6 Exceptional items Nil Nil
7 Other income 821 904
8 Profit before Tax 30 917
9 Tax Expenses (24) 116
10 Profit after tax 54 801
11 Other comprehensive income 55 (63)
12 Total comprehensive income for the year 109 738
13 Opening Balance- Retained Earnings 1535 1569
14 Transfer to General Reserve Nil 450
15 Dividend and Dividend tax :
Final 266 322
Interim 225 NA
Total 491 322
16 Closing Balance - Retained Earnings (12+13-14-15) 1153 1535
Other Equity:
Reserves and Surplus
17 General Reserve 11250 11250
18 Retained Earnings 1153 1535
19 Total (17+18) 12403 12785
20 EPS 0.69 10.24

2. 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 the Auditor's Certificate thereon are attachedand form part of this Report.

3. 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.

4. BUSINESS PORTFOLIOS AND PERFORMANCE:

Our Company is a multi-line business organization and is engaged in Logistics servicesCoffee processing and trading Rubber plantations manufacture and trading of NaturalFibre products.

Coffee Division:

Coffee production in India for 2019-20 is estimated to be around 2.85 lakhs MT(Arabica 0.65 Lakhs MT & Robusta 2.2 Lakhs MT) as compared to the previous year of3.25 lakhs MT which resulted in the coffee output drop by around 12.5%. The production ofArabica coffee has come down drastically. Sustained and heavy monsoon rains in the coffeegrowing areas resulted in severe berry droppings.

Coffee Global production for the financial year 2019-20 is expected to be marginallylower and the said forecast seems to indicate that this year might see a turnaround fromsurplus stock to more or less break-even stocks. Global coffee consumption is increasingsteadily but however the consumption of Indian users are not likely to increase.

Coffee Exports from India rose marginally during the year as compared to the previousyear which includes Re-export of soluble coffee.

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. The Companycontribute around 50% of the total Monsooned Coffee exported from India. 85% of ourexports are to Switzerland Germany Italy England and Scandinavian countries likeNorway Sweden and the balance to Australia USA Japan and Russia.

The Coffee Division has been consistently contributing to the Company's profit withbetter results for the past 12 years. Due to the very low international terminal marketwhich was the lowest in the past 13 years the Division's performance for the year underreview was comparatively lesser than the previous year's profit. Both the Turnover andthe Gross profit of the Division were comparatively low mainly due to the all-time lowerterminal market.

COVID Impact – The lockdown that started on March 23 2020 has affected thedespatches and output during the latter half of the said month. Based on the feedback fromthe Division's customers it is seen that the spread of COVID in Europe and America hasresulted in a loss in business for hotels restaurants coffee shops but we expect toimprove the home consumption which might offset the operational setback and is expected tohave more consumption. The prices are expected to be stable during the running year.

Coffee Division has made significant progress in the sustainability Programme -Nespresso AAA programme Rainforest Alliance & UTZ certifications. We have identifiedmore suppliers for the sustainable program. We have contracted 48 containers for thecurrent year. During the year 37 more new farms have been added and we have 80 farms inthe sustainability cluster.

During the year we have also sold Single estate coffees like earlier which will be afocused sales diversification for us. Sustainability Program Certified and Single EstateCoffees will be our value-added sales.

Natural Fibre Division:

India is the largest producer and exporter of coir and coir products in the world. Atpresent coir products are exported to more than 100 countries. During the year underreview the export performance of the industry is at par with the last period. Curled Coir(used in coir mattress) shows a decreasing trend. Coir Geo-textiles and pith are likely tobe major items slated to pick up substantially in the coming years.

The performance of the Natural Fibre Division for the year 2019-20 was better thanoriginally expected. The major goal for the year under review was consolidation of allprocessing activities at the Pollachi facility of the Division. The in-house printingrestarted after 2 years at the Factory. With the installation of a Zero-Discharge EffluentTreatment Plant and Air Handling / Filtration System the division obtained approval fromthe Pollution Control Board during the year and thereafter commenced stencil painting atits factory. Further the division had shifted from purchasing premixed paint colors whichis more expensive to purchasing chemicals and mixing colors at Alleppey to reduce costs.This activity has once again been shifted to Pollachi factory to help reduce unnecessarytransportation costs. Various ancillary efforts with the composition of the PVC compoundand speed modifications to the tufting line along with the localization efforts listedabove has helped in bringing down the production costs to a desired level.

Our results could have better as some orders scheduled to ship in March 2020 were notheld up due to COVID-19 issues. Fortunately the Division did not see much cancellation oforders only shipment delays during the lockdown period. However we are aware many majorretail chains in our markets have closed stores and even filed for bankruptcy protectiondue to prevailing business conditions. The order books of the Division are healthier thanbefore and with better exchange realisation the Division is expected to perform betterthis current year. Our ongoing efforts with cost reduction and inhouse development ofmachine assisted stencil painting that was conceptualized with the assistance of a GermanConsulting Engineer is already showing good promise.

Plantation Division:

Natural Rubber (NR) plantation industry in India continues reel under the crisissituation caused by unattractive prices and ever increasing labour wages. The situationhas become more grim towards the fag end of the season due to the COVID-19 pandemicspreading all over the world at an alarming scale compelling major NR producing countriesto implement lock-downs complete closures movement control measures and socialdistancing protocol.

China accounts for 40% of global NR demand and plays a key role in the value-chain ofthe global rubber industry. It may be said that Global elastomer industry isover-dependent on China. Around 57% of the global consumption is accounted for by ChinaEU-28 and the U.S. which are the three countries/regions worst affected by the epidemic.

India the second largest NR consuming country accounts for 8.3% of the globalconsumption. In India too around 7-10% (YoY) fall in consumption can be expected in 2020as the entire country was on a complete lock-down and plants throughout the countryremained closed for a long time.

More than 75% of the global demand for NR comes from the automobile industry.Therefore the current and emerging developments in the automobile sector have majorimplications for the demand for NR. Global vehicle sales are anticipated to contract by9.9% to 83.45 million units in 2020. On the other hand COVID-19 can generate a staggering150000 tonnes of additional demand for NR in the rubber glove and healthcaremanufacturing industry in 2020.

Crop production in our plantation has been badly affected by adverse factors like veryunfavourable weather pattern resulting in more number of rain-affected days severeafter-effects of the torrential rains / landslides during previous year non-availabilityof the Malaysian yield stimulant not being able to do the estimated no. of rounds ofstimulation loss of off-day taps etc.

Though the conditions remained grossly adverse the division could register a slenderprofit by bringing down costs appreciably generating maximum additional revenue (fromminor crops like Areca nut sale of wind-damaged rubber trees etc) and achievingsignificantly better sales realization. This along with the additional contribution fromthe higher sale-average (up by Rs 7.31 YOY) and savings in ‘bonus to workers' throughnegotiations helped in combating the negative effects of inferior price and crop loss.

Aspinwall gets good premium over market prices and its brand image has gone up by leapsand bounds in some specific markets. Currently our ISNR 5 fetches the best price in Indiawhich is far above that of other players in the market.

NR market is expected to recover marginally in the coming months helped by some of thedominant factors like economic activities gradually returning to life in several countriesby now the improving outlook on the world consumption sound policies that are beingimplemented by governments in various countries to correct the economic damages andrejuvenate the economy. Further the Plantation Division is poised to harvest anexceedingly higher crop on account of the productivity improvements that have been madeand the possibility of getting Malaysian yield stimulant which plays a key factor.

Logistics Division:

The locations of Mangalore and Willingdon Island has performed well during the year.Tuticorin which is the other location handling bulk cargo also had better results duringthe year under review.

There has been a major global disruption due to COVID-19 pandemic including India.However the division through its bulk handling locations has managed to retainsufficient migrant labours and handled shipments during this pandemic.

The Mangalore and Tuticorin locations have continuously worked & Loaded Trucks& Rail wagons during Lockdown period while other Ports were finding difficult tooperate.

New Business Initiatives

The Company has ventured into new business initiatives comprising of trading of PremiumVirgin Coconut Oil product. Also by incorporating a new wholly-owned subsidiary companyviz. Aspinwall Healthcare Private Limited the Aspinwall Group has also entered into themanufacturing and trading of medical products/accessories/equipment market and is expectedto be launched during the running financial year.

5. 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 designated 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 every year in consultation with the Statutory Auditors and the AuditCommittee.

The Audit Committee of the Board of Directors of the Company reviews the Audit Reportssubmitted by the internal auditors. Suggestions for improvement are considered and theAudit Committee follows up on corrective action and reviews the positive remedial actionstaken.

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.

6. PERFORMANCE OF THE COMPANY:

The revenue from operations for the FY 2019-20 was at Rs.25329 lacs was marginallylower in comparison to the previous year's figure of Rs.27242 lacs. EBITDA (beforeexceptional items) was Rs.59 lacs during the FY 2019-20 as compared to the EBITDA ofRs.967 lacs (before exceptional items) in the FY 2018-19. During the year the totalcomprehensive income was Rs.109 lacs as against Rs.738 lacs for the last year.

Transfer to Reserves

Due to inadequacy of profits the Company proposes not to transfer any amount from theprofit available for appropriation to the General Reserves during the year.

Dividend

The Board of Directors of your Company had declared an Interim Dividend during the yearFY 2019-20 of Rs.2.50 per equity share as compared to the first and final dividend ofRs.3/- per equity share for the year 2018-19.

7. DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human potential has been perceived as a powerful resource right from the founding stageof Aspinwall wherein the Company makes continuous and concerted efforts to groom its HR tomeet with the present and future challenges in the field of Technology and Managementfunctions and also focuses on providing an environment conducive for grooming employees toenable them to contribute on a continuous basis for the growth of the organization andalso to meet with the rapidly changing economy.

The company is deeply concerned about its Human Resource (HR) which is a prime assetfor improvement and enhancement of productivity and profitability. Very harmoniouscordial and healthy industrial relations prevailed throughout the year.

The total strength of human asset of the Company as on March 31 2020 was 747.

8. WHOLLY-OWNED SUBSIDIARIES:

The Company has five wholly-owned subsidiaries as on March 31 2020. There are noassociate companies or joint venture companies within the meaning of Section 2 (6) of theCompanies Act 2013 ("Act"). There has been no material change in the nature ofbusiness of the subsidiaries. Pursuant to the provisions of the Section 129 (3) of theAct a statement containing the 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 the Section 136 of the Act the financialstatements of the Company consolidated financial statements along with the relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company.

Following are the brief description of the wholly-owned subsidiaries of the Company:

8.1 Aspinwall Technologies Ltd

The main activities of the Company were the development and trading of businessautomation systems and programmes in software for Aspinwall and Company Limited and itssubsidiaries. Since the Company has been operating only for the Information Technologypurposes of its holding company and the other subsidiaries of Aspinwall and CompanyLimited the Board of the said Company has given in-principle approval for winding upAspinwall Technologies Limited which is expected to be completed during the running FY.

8.2 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 Bangalore and Mangalore.

8.3 Aspinwall Geotech Ltd.

Aspinwall Geotech Limited was formed for carrying on the business of Geotextiles.However a major fire accident in the year 2002 had damaged a critical machinery and sincethen no commercial activity has been possible.

8.4 SFS Pharma Logistics Private Limited

SFS Pharma is engaged in the business of specialized logistics service and providesservice for Door to door transportation of temperature/time sensitive shipments in Indiaand abroad.

SFS Pharma handles clinical trial/Pharmaceuticals/Biological sample and othertemperature sensitive shipments by providing a validated VIP packaging as well as dataloggers.

The company has made improvements in operations during the last four financial yearswhich is very encouraging and likewise the Company is confident to make a decent marginsin the years to come.

The company has a plan to further invest in infrastructure manpower packaging etc inthis FY 2020-21 to strengthen its capability.

8.5 Aspinwall Healthcare Private Limited

The Company had incorporated a wholly-owned subsidiary Company namely AspinwallHealthcare Private Limited during the FY 2019-20 on February 24 2020. The Company wasincorporated for the purpose of manufacture and trading of medical equipment andaccessories.

New Business Initiatives

The Company has ventured into new business initiatives comprising of trading of PremiumVirgin Coconut Oil product. Also by incorporating a new wholly-owned subsidiary companyviz. Aspinwall Healthcare Private Limited the Aspinwall Group has also entered into themanufacturing and trading of medical products/accessories/equipment market and is expectedto be launched during the running financial year.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Section 134 (5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and ability confirm that: i. in the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures; ii. they 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 the affairs of the Company at the end of the financial year andof the profit of the Company for that period; iii. they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; iv. the directors have prepared the annual accounts on agoing concern basis; v. the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; vi. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors

During the year under review Mr.Kumar Ravindranath Menon (DIN) Chairman retired fromthe Board of Directors of the Company effective from the close of business hours ofAugust 10 2019.

Mr.Chemprol Raja Raja Varma (DIN: 00031924) retires by rotation and being eligiblehas offered himself for re-appointment.

Ms.Nina Nayar (DIN:02874239) was re-appointed as an Independent Director by theshareholders at the AGM held on August 08 2019 by passing a Special Resolution for aperiod of five years effective from August 11 2019.

Mr.Vijay Kunhianandan Nambiar (DIN:08457639) was appointed as an Independent Directoreffective from May 27 2019 for a period of five years. A Special Resolution to thiseffect was passed by the shareholders at the AGM held on August 08 2019.

Mr.Rajesh S was appointed as Executive Director & CEO at the AGM with effect fromJune 01 2019 for a period of 3 years.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel("KMP") of the Company as on the end of the FY 2019-20 are – Mr.Rama VarmaManaging Director Mr.T.R.Radhakrishnan Chief Financial Officer Mr.Rajesh.S ExecutiveDirector & CEO and Mr.Neeraj R Varma Company Secretary. There were no changes to thelist of KMPs of the Company during the FY 2019-20.

The Independent Directors of the Company have submitted a Declaration under Section 149(7) of the Act declaring that they meet the criteria of independence under the said Act.

Number of meetings of the Board

Five meetings of the Board of Directors were held during the year. For details of themeetings of the Board including the attendance details please refer to the CorporateGovernance Report which forms part of this report.

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 SEBI (LODR) Regulations 2015 and basedon the Guidance Note on Board Evaluation issued by SEBI. The performance of the Board wasevaluated by the Board after seeking inputs from all the Directors on the basis of thecriteria such as composition of committees effectiveness of committee meetings etc. TheBoard 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 separatemeeting of the independent directors performance of non-independent directorsperformance of the Board as a whole and performance of the Chairman was evaluated takinginto the views of the Managing Director and Non-Executive Director. 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 brief description of the Company's policy on Director's appointment andremuneration and other matters has been disclosed in the Corporate Governance Reportwhich 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.

11. AUDITORS:

Statutory Auditors

Pursuant to the provisions of the Companies Act 2013 the Company at its AGM held onAugust 02 2017 had appointed M/s.B S R & Associates LLP Chartered Accountants (FirmRegistration No.116231W/W-100024) as the Statutory Auditors of the Company for a periodof five years till the conclusion of the 102nd AGM of the Company to be held in the year2022.

Cost Auditors

M/s BBS & Associates Cost Accountants (Registration No.00273) were the CostAuditors of the Company for the FY 2019-20. The Board of Directors at their meeting heldon June 30 2020 has approved the re-appointment of the said firm as the Cost Auditors ofthe Company for the FY 2020-21 and has also recommended the Audit Fee payable to them. Asper the provisions of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 audit fee payable to the Cost Auditors is to be ratified by the members ofthe Company.

Secretarial Auditors

M/s BVR & Associates Company Secretaries LLP (AAE-7079) were appointed as theSecretarial Auditors of the Company for the FY 2019-20.

Auditor's Report and Secretarial Audit Report

The Secretarial Audit Report issued by the Auditor contains the following point:

The Company being a listed entity has complied with the provisions of the ListingAgreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015except an omission in filing the Report on Investor Grievance (Regulation 13(3) of SEBI(LODR)Regulations 2015).

The company has filed report within the specified due date however the acknowledgementwere not generated which were found later and filed the report after the due date. Thenon-compliance occurred is not a wilful omission and company has paid 3 days fine for suchomission.

The delay in the above filing which is pertaining to the Report for the quarter ended30th June 2019 occurred due to a technical glitch and was inadvertent. The InvestorGrievance Report was thereafter filed with the Stock Exchange.

The report of the Secretarial Auditor is given as an Annexure which forms part of thisReport. The Statutory Auditor's Report does not contain any qualification or adverseremarks.

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of the loans/guarantees advanced by the Company to its wholly-ownedsubsidiaries of the Company is given as an Annexure to this Report.

13. 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 asan Annexure in Form AOC-2 and the same forms part of this Report.

14. 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) Rules 2014. For other details of the CSR Committee please referto the Corporate Governance Report which forms part of this report. The Policy isavailable on the website of the Company (URL:http://aspinwall.in/corporate-governance.php).

15. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act the extract of the AnnualReturn is given as an Annex-ure in the prescribed Form MGT-9 which forms part of thisReport.

16. 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 given below: a) Theratio of the remuneration of each director to the median remuneration of the employees ofthe Company for the financial year:

Name of Directors Ratio to median remuneration
Non Executive/Independent Directors*
Mr.C.R.R. Varma* 2.13
Mr.Adithya Varma* 1.33
Mr.K.R.N. Menon# 1.33
Mr.M.Lakshminarayanan* 2.40
Vice Admiral Sushil Krishnan Nair (Retd.)* 3.20
Ms.Nina Nayar* 2.40
Mr.Vijay K Nambiar 2.40
Whole-Time Directors
Mr.Rama Varma – Managing Director 48.69
Mr.Rajesh S - Executive Director & CEO 60.78

*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.August 10 2019.

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

Directors Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr.C.R.R. Varma* -1.54
Mr.Adithya Varma* 42.86
Mr.K.R.N. Menon$ -41.18
Vice Admiral Sushil Krishnan Nair (I.N.Retd.)* 41.18
Ms.Nina Nayar* -6.49
Mr.M.Lakshminarayanan# 38.46
Mr.Vijay K Nambiar** NA
Mr.Rama Varma (Managing Director) -2.00
Mr.Rajesh S (Executive Director & CEO) $ 11.92
Mr.T.R.Radhakrishnan (Chief Financial Officer)& -9.17
Mr.Neeraj R Varma (Company Secretary)& -17.27

* 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 w.e.f. May 27 2019. $ Retired from the Board ofDirectors w.e.f. August 10 2019.

& Decrease is due to the reduction in Variable Pay component.ent as per the Policyof the Company and due to the annual increments. c) The percentage increase in the medianremuneration of employees in the financial year: 3.45% d) The number of permanentemployees on the rolls of the Company as on March 31 2020: 747. e) Average percentileincrease already made in the salaries of employees other than the managerial personnel inthe last financial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration: The average annual increasemade in the salaries of employees other than managerial personnel was 6.19%.

Increase in the remuneration of managerial personnel for the year was 0.08% (the saidvariation is due to the Variable Pay component based on the Policy and the change in theeligibility criteria of the said Policy). f) The Company affirms that the remuneration isas per the remuneration policy of the Company. g) The top 10 employees of the Company interms of the remuneration drawn during the year 2019-20 are enclosed as Annexure to thisReport.

17. DEPOSITS FROM PUBLIC

As reported last year the Company has stopped accepting/renewing Fixed Deposits andhas repaid all the Fixed Deposits as on March 31 2015. The unclaimed interest amountsrelating to the earlier Fixed Deposits are lying in the Interest Warrant Bank Account ofthe Company and is being transferred to the Investors' Education and Protection Fund("IEPF") as and when it is due to be transferred pursuant to the provisions ofthe Act.

18. 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 in the Netherlands over the past several years has been ableto promote the activities of the Company across Europe. His efforts along with the visitsof senior executives from India have helped the Company to retain and improve the customerbase across Europe. During the year the Companies' Executives along with ourrepresentative in Europe have participated/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.10742 lacs compared to Rs.13249 lacs in the previous year. The total outgo of foreignexchange amounted to Rs.62.58 lacs as against Rs.72 lacs in the previous year.

19. BUY-BACK

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

There has been no change in the share capital of the Company during the FY 2019-20

20. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION

The particulars as prescribed under Section 134 (3) (m) of the Act read with theCompanies (Accounts) Rules 2014 are not applicable to your Company.

21. SIGNIFICANT AND MATERIAL ORDERS

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

22. 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.

23. 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.

24. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Vigil Mechanism is created pursuant to the provisions of Section 177 of the Act whichis an instrument through which genuine complaints regarding the Company can be reportedby both the Directors as well as Employees of the Company to an authority. The AuditCommittee has been identified for this purpose. The mode of operation of Vigil Mechanismhas been defined by the Audit Committee. Adequate safeguards against victimisation ofpersons who use Vigil Mechanism to make a direct access to the Chairman of the AuditCommittee 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 encouragements 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
RAMA VARMA CRR VARMA
Managing Director Director
DIN 00031890 DIN 00031924
Place: Mangalore Place: Trivandrum
Date: 30 June 2020 Date: 30 June 2020