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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 forthe year ended March 312021.

1. RESULTS OF OUR OPERATIONS

Sl. Particulars FY 2020 - 21 FY 2019 - 20
Rs. In Lakhs Rs. In Lakhs
1 Revenue from operations 24971 25329
2 Expenses 23838 25270
3 Earnings before Interest Tax Depreciation Amortisation and exceptional items 1133 59
4 Depreciation and amortisation expenses 322 330
5 Finance cost 419 520
6 Exceptional items Nil Nil
7 Other income 527 821
8 Profit before Tax 919 30
9 Tax Expenses 273 (24)
10 Profit after tax 646 54
11 Other comprehensive income 54 55
12 Total comprehensive income for the year 700 109
13 Opening Balance- Retained Earnings 1153 1535
14 Transfer to General Reserve 400 Nil
15 Dividend and Dividend tax :
Final Nil 266
Interim Nil 225
Total Nil 491
16 Closing Balance - Retained Earnings (12+13-14-15) 1453 1153
17 General Reserve 11650 11250
18 Retained Earnings 1453 1153
19 EPS 8.26 0.69

2. CORPORATE GOVERNANCE

We believe good corporate governance is an essential foundation ourcorporate philosophy which ensures oversight and accountability ethical corporatebehaviour and fairness to all the stakeholders comprising investors regulatorsemployees customers vendors and the society at large. As required by the SEBI (ListingObligations and Disclosure Requirements) 2015 we attach herewith the CorporateGovernance Report with the Auditor's Certificate thereon.

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

Pursuant to the Listing Regulations 2015 a separate composite andcomprehensive report on Management Discussion and Analysis has been attached to thisreport.

4. BUSINESS PORTFOLIOS AND PERFORMANCE:

Our Company is a multi-line business organization and is engaged inLogistics services Coffee processing and trading Rubber plantations manufacture andtrading of Natural Fibre products.

Logistics Division:

The Logistics Division of the Company performed well in spite of thefirst wave of the COVID-19 pandemic. The bulk cargo handling location at Mangalorehandled around one million ton of cargo the major component of which was fertilisersduring the financial year 2020-21. The uninterrupted operations at the New Mangalore Portwas possible even during the lockdown periods since we were able to retain the migrantlabourers. Likewise the Tuticorin branch handling bulk cargo also performed well duringthe year under review.

In general Covid-19 impact on the trade resulted in considerablereduction in the export and import volumes. The industry at large was also affected due toincreased freight rates equipment & space shortages and reduction in support serviceactivities related to the logistics services. However our logistics division did not feelany sort of impact as our regular clients and customers were having their volumes movingwhich the Division could continue servicing without any major challenges.

The second COVID wave experience has been much different compared tothe last Financial Year the intensity of spread is wide and have effected allstake-holders shrinking overall volumes leading to a reduction in performance consideringthe estimated performance forecast. The Company expects to pick up the momentum by late2nd quarter / early half year based on the infection control mechanism put in place byGovernments and envisage a positive correction with a more stabilized Exim volumes andrevenues.

Coffee Division:

As per the Indian Coffee Board's Post-Monsoon Estimate IndianCoffee production for 2020-21 is to be around 3.42 lakhs MT (Arabica 1.02 Lakhs MT &Robusta 2.4 Lakhs MT) as compared to the previous year of 2.98 lakhs MT which is anincrease of 15%. But the erratic rains during the month of February 2021 in thecoffeegrowing areas caused a heavy berry dropping which expected a shortfall of 15% to20%.

As per the International Coffee Organization the total globalproduction in the year 2020-21 is estimated to rise by 0.5% to 169.63 million bags withArabica production increasing by 2.6% to 99.42 million bags. The production of Robustacoffee is expected to decrease by 2.4% to 70.21 million bags.

The negative impact on coffee consumption experienced during the coffeeyear 2019-20 with the outbreak of the Covid-19 pandemic is fading as consumption isregaining its normal trend. Consumption in importing countries and domestic consumption inexporting countries are expected to grow by 1.3% and 1.4% respectively. While globalconsumption is steadily increasing Indian consumption is showing a 0.3% increase.

The Coffee Exports from India declined to 3.09 lakhs MT compared to theprevious year's 3.5 lakhs MT as of March 2021 which includes Re-export of solublecoffee. The decrease is mainly due to the impact of Covid -19.

Aspinwall is one of the producers of the finest specialty coffee inIndia. Our Monsooned coffees are found to be unique and well accepted in the globalmarket. We contribute around 50% of the total Monsooned Coffee exported from India. Due tothe Covid pandemic we have produced only 3000 MT during the season out of which 70% to75% is the only exportable grade balance is lower grades which will be normally sold inthe domestic market as per the demand. Our exports are to Switzerland Germany Italy UKand Scandinavian countries like Norway Sweden which comprises 85% of our total market andthe balance to Australia USA Japan and Russia.

The Coffee Division has been consistently contributing to theCompany's profit for the past 12 years. Due to the exceptionally low internationalterminal market during the FYs 2018-19 & 2019-20 which was the lowest in the past 13years the Division's performance was comparatively lesser than the previousyear's profit. The current year's turnover is 9186 Lakhs as against 11735 Lakhspertaining to the previous year. Both the Turnover and the Gross profit in comparison tothe previous years have dropped mainly due to the COVID-19 Pandemic and all-time lowerterminal market. However net profit of the Division has improved due to substantialreduction in interest overheads and other factors.

In addition as objected by WTO Govt. of India has phased out theMerchandise Export Incentive Scheme (MEIS) of 3% from 1st January 2021 onwardwhich has affected the last quarter profits of the Division.

The out-break of the COVID -19 pandemic has created an unfavourableimpact on the global market which has drastically affected the Indian economy. Strictlockdown was imposed by the government where we were permitted to work with a scaled-downworkforce. This has affected our last year's production output as well as dispatches. Thishas also affected our profits for the financial year 2020-21.

Feedback from our customers is that the spread of COVID-19 in Europethe United States and Scandinavian countries has resulted in a loss of business forhotels restaurants coffee shops which were among the first to close. This has resultedin lower demand leading to a drastic reduction on the business.

The Department of Promotion of Industry and Internal Trade Ministry ofCommerce Government Of India awarded Geographical Indication (GI) in 2019 to fivevarieties of Indian coffee including for Monsooned Malabar Robusta Coffee at the behest ofthe Indian Coffee Board. This recognition and protection that comes with GI certificationwill enable the coffee producers to invest in maintaining the specific qualities of thecoffee grown in that particular region. During the year the company has initiated stepsto get it registered as an Authorized User from the respective agency.

During the year we have also sold Region labelled/ Single estatecoffees like earlier which will be a focused sales diversification for us going forwardwhich will enhance our value-added sales.

We have already registered our Monsooned Coffee under the brand"MONSOONED MALABAR MELLOWS" before the Registrar Trade Marks Registry.

Plantation Division:

The year 2020-21 has been an exceptional year for the Natural Rubber(NR) Industry in India. The rampaging COVID-19 crisis has severely crippled the demand andprice for rubber during the first half of the year. On the other hand the pandemic hasresulted in a sudden spike in the demand for rubber gloves and other rubber-based healthcare products.

With the slow reopening of economic activities aided by a steeplyincreasing international prices there was a sudden spurt in the demand and price for NRfrom late November 2020 onwards and the prices continued to remain at healthy levels forthe remaining part of the season. Attractive prices have bolstered rubber production inIndia and the Rubber Board's estimates indicate a marginal increase of about 0.4% to7.15 lakh MT comparing to previous year. This is at a time when the consumption hasslumped by nearly 4 % to 10.90 lakh MT.

In a year of too many uncertainties our plantation could bring aboutsome remarkable achievements. The crop of 1035500 Kgs harvested during the 2020-21 is theever highest recorded in the history of the estate. Similarly the productivity parameterssuch as Yield Per Hectare (1633 Kgs) Tapping Average (22.08 Kgs) etc are also thebest-ever recorded. This is despite the fact that there were lock-downs both completeand partial imposed by the Government due to the pandemic.

The record-breaking achievement is a combined effect of good team workgood industrial relations with the unions highly favourable weather and technologicalimprovement. Stern disciplinary actions have helped in bringing about tight labour controland resultant improvement in labour productivity. The reduction in cost of production isalso due to substantial increase in crop for the year. The Division had also saved onlockdown wages which has compensated for the off-season loss of crop during the lock downperiod during April-May 2020.

At the same time the cost of production at farm-gate level could bebrought down appreciably by improving labour productivity cutting down costs reducingoverheads increase in crop and optimization strategies. In the sales and marketing frontour NR grades continue to perform well and especially our ISNR 5 is fetching the highestprice premium in the market. The improved crop production coupled with good pricesreduced expenditure and additional income from price premiums and minor crops haveenabled the division to exit the year with good operational profit.

The NR market prospects are expected to be bright at least in themedium term. Though the second wave of COVID -19 has trimmed India's demand outlookit is anticipated that the same could be offset by the expected improved demand fromEurope and the US where the economic activities are improving quickly. The PlantationDivision is looking forward to continue the momentum and sustain the improvements inproductivity and profitability

Natural Fibre Division:

Despite Covid -19 the export of coir and coir products from Indiaduring the year 2020-21 registered a 40% growth in value compared to the previous year.This is also the highest growth ever recorded in the history of the coir business. Coirpith constituted 50% of the total export of coir products from the country. Coir fibreconstituted 18% of the total exports. The value-added items put together constituted 31%of the total exports. ‘Tufted mats' topped among the value-added products.

The performance of our Natural Fiber Division for the fiscal 2020-21 isthe highest recorded till date. The profits from the Division was much higher as comparedto the previous year because of increased export sales coupled with better pricesimproved exchange rates and tight cost controls in all areas.

The production capacity utilization was also the highest till date.The consolidation of all post processing activity including in-house printing facility atthe factory with own workers has helped to reduce costs to the desired level andcontributed to the bottom line. We had to replace the rotating assembly withcounterbalance at the tufting head which was a major repair undertaken at the right timewith proper planning. This helped eliminate production breakdowns. We have also installedadditional industrial UPS systems which improved productivity loss due to frequentinterruptions in main power supply and reduced waste generation both contributing to thebottom line.

In order to overcome printing delays and the problems associated withdrying of mats particularly during the monsoon period (which is the peak shipment periodof the Division) an in-house dryer is also being set-up which will reduce costsmanpower and speed up shipments.

The running FY 2021-22 is expected to be a challenging year with theongoing Covid-19 second wave in our country coupled with an un-preceded rise in key rawmaterial costs continuing lockdown in India and Europe and delay in recommencing CSDbusiness. The steep hike in raw material prices is continuing. Even though the Divisionhas communicated this uncertainty in pricing to all our clients we cannot expect completeacceptance from their side regarding increases in our selling prices. The present (first)quarter of the new financial year is showing reduced orders but the sales is expected tobe pick up by the second quarter of this financial year.

Even with the FY 2021-22 showing signs of being more challenging weremain committed and concentrate on improving our overall performance and developing newstrategies for growth.

New Business Initiatives

Also by incorporating a new wholly-owned subsidiary company viz.Aspinwall Healthcare Private Limited the Aspinwall Group has entered the manufacturingand trading of medical products/accessories/equipment market. This is expected to belaunched during the current financial year. Effective from FY 2021-22 the trading ofPremium Virgin Coconut Oil product is also being done through the said new Company.

COVID-19 Impact

The Covid-19 pandemic has spread with alarming speed infectingmillions and bringing significant economic slump in most of the countries and India is noexception. The tight restrictions on the movement of people and materials had brought theeconomic activity to a near stand-still for many months in various parts of the country.Though the pandemic has not spared our company as well the timely action taken by us toaddress the challenges mitigated the impact on our business. The manner in which thepandemic impacted our individual businesses during the financial year has been given underthe respective heads above.

Post-lockdown we quickly implemented the Government's guidelinesfor Covid appropriate behaviour both in our offices as well as factory premises so that wecould carry on our businesses with minimum disruption and protect our people. Despite allstrict measures followed by the company we regret to report that we lost two of ourbright staff members to the disease. We convey our heartfelt condolences to the bereavedfamilies. We also convey our appreciation of the commitment and dedication shown by ouremployees during these challenging times.

5. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate systems of internal controlcommensurate with the size and nature of its operations. These have been designated toprovide reasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable statutes safeguarding assets fromunauthorised use executing transactions with proper authorisation and ensuring complianceof corporate policies. The Company has appointed M/s.Suri & Co. CharteredAccountants to oversee and carry out internal audit of its activities. The audit is basedon an internal audit plan which is reviewed every year in consultation with the StatutoryAuditors and the Audit Committee.

The Audit Committee of the Board of Directors of the Company reviewsthe Audit Reports submitted by the internal auditors. Suggestions for improvement areconsidered and the Audit Committee follows up on corrective action and reviews thepositive remedial actions taken.

Cautionary Statement

Certain statements made in this Report relating to the Company'sobjectives projections outlook expectations estimates and others may constitute‘forward looking statements' within the meaning of applicable laws andregulations. Actual results may differ from such expectations whether expressed orimplied. Several factors could make significant difference to the Company'soperations. These include climatic and economic conditions affecting demand and supplygovernment regulations and taxation natural calamities over which the Company does nothave any direct control.

6. PERFORMANCE OF THE COMPANY:

The revenue from operations for the FY 2020-21 was at Rs.24971 lacswas marginally lower in comparison to the previous year's figure of Rs. 25329 lacs.EBITDA (before exceptional items) was Rs.1133 lacs during the FY 2020-21 as compared tothe EBITDA of Rs.59 lacs (before exceptional items) in the FY 2019-20. During the yearthe total comprehensive income was Rs.700 lacs as against Rs.109 lacs for the last year.Transfer to Reserves

The Company has followed the existing practice of transferring specificamounts from the profits available for appropriation and going by the said practice theBoard at their meeting held on 17th June 2021 had decided to transfer anamount of Rs.40000000/- (Rupees Four Crores Only) for various requirements includingfuture business development.

Dividend

The Board of Directors of your Company had declared a first and finaldividend of Rs.3.50 per equity share for the FY 2020-21 as compared to the InterimDividend of Rs.2.50 per equity share which was confirmed as the final dividend for theyear 2019-20.

7. DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human potential has been perceived as a powerful resource right fromthe founding stage of Aspinwall wherein the Company makes continuous and concerted effortsto groom its Human Resources (HR) to meet with the present and future challenges in thefield of Technology and Management functions and also focuses on providing an environmentconducive for grooming employees to enable them to contribute on a continuous basis forthe growth of the organization and also to meet with the rapidly changing economy.

The company is deeply concerned about its HR which is a prime asset forimprovement and enhancement of productivity and profitability. Very harmonious cordialand healthy industrial relations prevailed throughout the year.

The total strength of human asset of the Company as on March 312021was 728 as compared to 747 in the previous year.

8. WHOLLY-OWNED SUBSIDIARIES:

The Company has five wholly-owned subsidiaries as on March 312021.There are no associate companies or joint venture companies within the meaning of Section2 (6) of the Companies Act 2013 ("Act"). There has been no material change inthe nature of business of the subsidiaries.

However considering the inactivity of Aspinwall Technologies Limitedthe Board of Aspinwall had decided to wind-up the said Company through voluntary windingup route. Based on the same the Board and the shareholders of Aspinwall TechnologiesLimited has approved the winding up of the said Company.

Pursuant to the provisions of the Section 129 (3) of the Act astatement 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 ofthe Company:

8.1 Malabar Coast Marine Services Pvt. Ltd.

The main activities of this Company are stevedoring and freightforwarding. Stevedoring is carried out mainly in the port of Mormugao (Goa). Freightforwarding is carried out in locations like Goa Bangalore and Mangalore.

8.2 Aspinwall Geotech Ltd.

Aspinwall Geotech Limited was formed for carrying on the business ofGeotextiles. However a major fire accident in the year 2002 had damaged a criticalmachinery and since then no commercial activity has been possible.

8.3 SFS Pharma Logistics Private Limited

SFS Pharma is engaged in the business of specialized logistics serviceand provides service for door to door transportation of temperature/time sensitiveshipments in India and abroad.

SFS Pharma handles clinical trial/Pharmaceuticals/Biological sample andother temperature sensitive shipments by providing a validated VIP packaging as well asdata loggers.

The company has made improvements in operations during the last fourfinancial years which is very encouraging and likewise the Company is confident to make adecent margins in the years to come.

The COVID 19 pandemic affected the Company as well still it hasmanaged to maintain the profitability zone in the FY 2020-21.

8.4 Aspinwall Healthcare Private Limited

The Company had incorporated a wholly-owned subsidiary Company namelyAspinwall Healthcare Private Limited during the FY 2019-20. The Company was incorporatedfor the purpose of manufacture and trading of medical equipment and accessories. TheCompany has set-up a factory at Aluva Kochi Kerala for the manufacturing and sales ofMulti-Band Ligators used for liver-cirrhosis patients.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Section 134 (5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of the affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the 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 concernbasis;

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.Krishnaswamy Srinivasan (DIN:00088424)was appointed as an Additional Director under the Non-Executive/Independent categoryeffective from October 012020. The Board at their meeting held on June 17 2021 based onthe recommendations of the Nomination and Remuneration Committee has approved theappointment of Mr. Krishnaswamy Srinivasan as an Independent Director for a period of 5years till September 30 2025 subject to the approval of shareholders at the ensuing AGM.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel ("KMP") of the Company as on the end of the FY 2020-21 are- Mr.Rama Varma Managing Director Mr.T.R.Radhakrishnan Chief Financial OfficerMr.Rajesh.S Executive Director & CEO and Mr.Neeraj R Varma Company Secretary.

There were no changes to the list of KMPs of the Company during the FY2020-21.

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

Number of meetings of the Board

Six meetings of the Board of Directors were held during the year. Fordetails of the meetings of the Board including the attendance details please refer tothe Corporate Governance Report which forms part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provisions of theAct and the Corporate Governance requirements as prescribed by SEBI (LODR) Regulations2015 and based on the Guidance Note on Board Evaluation issued by SEBI. The performance ofthe Board was evaluated by the Board after seeking inputs from all the Directors on thebasis of the criteria such as composition of committees effectiveness of committeemeetings etc. The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role. In a separate meeting of the independent directors performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated taking into the views of the Managing Director and Non-ExecutiveDirector. Performance evaluation of independent directors was done by the entire Boardexcluding the independent director being evaluated.

Policy on directors' appointment and remuneration and otherdetails

The brief description of the Company's policy on Director'sappointment and remuneration and other matters has been disclosed in the CorporateGovernance Report which forms part of this Report.

Audit committee

The details pertaining to composition of Audit Committee are includedin the Corporate Governance Report which forms part of this Report.

11. AUDITORS:

Statutory Auditors

Pursuant to the provisions of the Companies Act 2013 the Company atits AGM held on August 02 2017 had appointed M/s. B S R & Associates LLP CharteredAccountants (Firm Registration No.116231W/W- 100024) as the Statutory Auditors of theCompany for a period of five years till the conclusion of the 102nd AGM of the Company tobe held in the year 2022.

Cost Auditors

M/s BBS & Associates Cost Accountants (Registration No.00273)were the Cost Auditors of the Company for the FY 2020-21. The Board of Directors at theirmeeting held on June 17 2021 has approved the re-appointment of the said firm as theCost Auditors of the Company for the FY 2021-22 and has also recommended the Audit Feepayable to them. As per 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 ratifiedby the members of the Company.

Secretarial Auditors

M/s BVR & Associates Company Secretaries LLP (AAE-7079) wereappointed as the Secretarial Auditors of the Company for the FY 2020-21.

Auditor's Report and Secretarial Audit Report

The Secretarial Audit Report has been issued by M/s BVR &Associates Company Secretaries LLP (AAE- 7079) and the said Report does not contain anyqualification or adverse remarks. The report of the Secretarial Auditor is given as anAnnexure which forms part of this Report.

The Statutory Auditor's Report which also forms part of thisAnnual Report does not contain any qualification or adverse remarks.

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of the loans/guarantees advanced by the Company to itswholly-owned subsidiaries 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 ofSection 188(1) of the Act. Accordingly the disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Companyfor FY 2020-21 and hence does not form part of this report.

14. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out as an Annexure of this Report in the format prescribed in the Companies(Corporate Social Responsibility) Rules 2014. For other details of 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).

15. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 312021 is available on the Company's website onwww.aspinwall.in.

16. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration more than the prescribedlevels as mentioned under Section 197 of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the subsequentamendments thereto. The other information required under the said provisions are givenbelow:

a) The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:

Name of Directors Ratio to median remuneration
Non Executive/Independent Directors*
Mr.C.R.R. Varma* 2.45
Mr.Adithya Varma* 1.57
Mr.M.Lakshminarayanan* 2.89
Vice Admiral Sushil Krishnan Nair (Retd.)* 2.92
Ms.Nina Nayar* 2.49
Mr.Vijay K Nambiar 3.35
Mr. K.Srinivasan@ 1.29
Whole-Time Directors
Mr.Rama Varma - Managing Director 47.27
Mr.Rajesh S - Executive Director & CEO 55.30

*The remuneration for Non-Executive/Independent Directors are theSitting Fees paid to them for attending the Board/Committee meetings held during the year.The same varies based on their attendance at the meetings.

@Appointed as Additional Director w.e.f. October 01 2020.

b) The percentage increase in remuneration of each Director ChiefFinancial Officer Chief 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* 25
Mr.Adithya Varma* 27.50
Vice Admiral Sushil Krishnan Nair (I.N.Retd.)* -1.04
Ms.Nina Nayar* 12.50
Mr.M.Lakshminarayanan# 30.56
Mr.Vijay K Nambiar** 51.40
Mr.Rama Varma (Managing Director) 5.40
Mr.Rajesh S (Executive Director & CEO) -1.22
Mr.K.Srinivasan** NA
Mr.T.R.Radhakrishnan (Chief Financial Officer)& -15.32
Mr.Neeraj R Varma (Company Secretary)& -9.87

* The remuneration for Non-Executive/Independent Directors are theSitting Fees paid to them for attending the Board/Committee meetings held during the year.The same varies based on their attendance.

**Inducted as Additional Director w.e.f. October 012020.

&Decrease is due to the reduction in Variable Pay and Bonuscomponents.

c) The percentage increase in the median remuneration of employees inthe financial year: 8.67%

d) The number of permanent employees on the rolls of the Company as onMarch 312021: 728.

e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

The average annual increase made in the salaries of employees otherthan managerial personnel was -4.91%. Increase in the remuneration of managerial personnelfor the year was -2.71%.

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

g) The top 10 employees of the Company in terms of the remunerationdrawn during the year 2020-21 are enclosed as Annexure to this Report.

17. DEPOSITS FROM PUBLIC

As reported last year the Company has stopped accepting/renewing FixedDeposits and has repaid all the Fixed Deposits as on March 312015. The unclaimed interestamounts relating to the earlier Fixed Deposits are lying in the Interest Warrant BankAccount of the Company and is being transferred to the Investors' Education andProtection Fund ("IEPF") as and when it is due to be transferred pursuant tothe provisions of the 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 yearshas been able to promote the activities of the Company across Europe. His efforts alongwith the visits of senior executives from India have helped the Company to retain andimprove the customer base across Europe. During the year due to the COVID-19 pandemicthe top management of the Company were not able to attend the various exhibitions/ tradefairs conducted in European nations.

(b) Total foreign exchange used and earned

During the year under review the Company's foreign exchangeearnings amounted to Rs.9161 lacs compared to Rs. 10742 lacs in the previous year. Thetotal outgo of foreign exchange amounted to Rs.100.37 lacs as against Rs. 62.58 lacs inthe 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 theFY 2020-21.

20. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION

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

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and the Company'soperations in future.

22. ENTERPRISE RISK MANAGEMENT

The Board of Directors had also formulated a Risk Management Policy foridentification assessment monitoring mitigation and reporting procedures of enterpriserisks. The Risks have been categorised under Strategic Operational Financial Complianceand Project headings.

23. MENTORSHIP AND SUCCESSION PLANNING POLICY

The Board of Directors has formulated a comprehensive policy forestablishing a structured approach to ensure an internal supply of competent employees whocan take up key positions when necessary. The roles eligibility time frame integrationwith other Human Resource functions and Succession Planning process for the seniormanagement has been spelt out in the Policy.

24. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Vigil Mechanism is created pursuant to the provisions of Section 177 ofthe Act which is an instrument through which genuine complaints regarding the Companycan be reported by both the Directors as well as Employees of the Company to an authority.The Audit 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.

26. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the integrated Management Discussion andAnalysis are attached which forms part of this report.

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank our customersshareholders suppliers bankers business partners/associates financial institutions andCentral and State Governments for their consistent support and encouragements to theCompany. We would also place on record our sincere appreciation to all employees of theCompany for their hard work and commitment.

The Directors appreciate and value the contributions made by everyemployee of the Aspinwall family.

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