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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 31 2022.

1. RESULTS OF OUR OPERATIONS

Sl. No. Particulars FY 2021 - 22 FY 2020 - 21
Rs In Lakhs Rs In Lakhs
1 Revenue from operations 25473 24971
2 Expenses (23643) (23838)
3 Earnings before Interest Tax Depreciation
Amortisation and exceptional items 1830 1133
4 Depreciation and amortisation expenses (369) (322)
5 Finance cost (296) (419)
6 Exceptional items 331 Nil
7 Other income 389 527
8 Profit before Tax 1885 919
9 Tax Expenses (318) (273)
10 Profit after tax 1567 646
11 Other comprehensive (Loss)/ income (45) 54
12 Total comprehensive income for the year 1522 700
13 Opening Balance- Retained Earnings 1453 1153
14 Transfer to General Reserve (1100) 400
15 Dividend and Dividend tax :
Final (274) Nil
Interim Nil Nil
Total (274) Nil
16 Closing Balance - Retained Earnings (12+13-14-15) 1601 1453
17 General Reserve 12750 11650
18 Retained Earnings 1601 1453
19 Total 14351 13103
20 EPS 20.04 8.26

2. CORPORATE GOVERNANCE

We believe good corporate governance is an essential foundation of 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.

Coffee Division:

As per the post-monsoon estimate of Coffee Board of India IndianCoffee production for the FY 2021-22 is to be around 348500 MT (Arabica 99000 MT &Robusta 249500 MT) as compared to the previous year production of 3.42 lakhs MT. Eventhough Coffee Board has predicted 99000 MT of Arabica production the trade estimation ismuch lower i.e around 65000 MT of which Dry Cherry will be around 15% only and in caseof Robusta the estimated trade is 267000 MT.

The coffee exports from India for the FY 2021-22 is 418610 MT whichincludes around 94700 MT of re-exports of soluble coffee & carry-over stocks fromprevious FY. In Europe the main export destination for Indian coffee out-of-homeconsumption which was hit badly by the pandemic in 2020 is slowly showing progress. ItalyGermany and Belgium are the top three buying countries of Indian coffee.

The latest provisional outlook for total production by InternationalCoffee Organisation (ICO) in coffee year 2021/22 is 167.2 million bags a 2.1% decrease ascompared to 170.83 million bags of the previous coffee year. One of the main contributingfactors is Arabica production which is expected to decline by 7.1% to 93.97 million bagsfrom 101.16 million bags in 2020/21 while the production of Robusta is gauged as to grow5.1% to 73.2 million bags up from 69.67 million bags in the previous year. Production inAsia and Oceania is estimated to grow by 7.1% in 2021/22 up from 48.0 million bags to51.4 million.

World coffee consumption is projected to grow by 3.3% to 170.3 million60-kg bags in the FY 2021-22 as compared to 164.9 million for coffee for the FY 2020-21.In FY 2021-22 consumption is expected to exceed production by 3.1 million bags. Supplyand demand trends may be affected by variations due to the downturn in the world economyincreased cost of inputs and production as well import and consumption due to the conflictin Ukraine.

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%. While global consumption is steadilyincreasing Indian consumption is showing a 0.3% increase but still tea continues to bethe hot drink choice for many Indian consumers.

From the month of August 2021 onwards there is an acute shortage ofcontainers for export which has led to a drastic increase in freight rates to Europe &all other parts of the world. Most of our shipments were delayed due to container shortageor non-availability of confirmed freight rates from our buyer.

Our Company being one of the finest producers of specialty coffee inIndia have Monsooned only 3130 MT during the season out of which 70% to 75% is the onlyexportable grade balance being the lower grades which will be normally sold in thedomestic market based on demand. We have exported 2500 MT of Monsooned coffee in FY2021-22. Our exports are to Switzerland Germany Italy UK and Scandinavian countrieslike Norway Sweden which comprises 85% of our total market and the balance to AustraliaUSA Japan and Russia.

During the first half of the FY 2021-22 the sales were affected by thecontinued COVID-19 Pandemic situation gradually improved thereafter and we could performbetter when compared to last two years. The Government has reduced the InterestEqualisation benefit from 5% to 3% during the FY 2021-22. In addition to this there wasreduction in export incentives also for the year. These factors had affected the NetProfit of the Division. However the total finance cost incurred for the year wasconsiderably lower than the previous year due to lower utilization of finance. Betterprices and exchange realization have also helped in improving the net profit from thedivision. Further during the year we have also sold Region labelled/ Single estatecoffees like earlier which will be a focused sales diversification for us.

India exports over 70 percent of its coffee production. The price ofarabica coffee futures a global benchmark hit a seven-year high of $2.07 per poundtowards the end of July 2021 and continued to increase till the month of February 2022sparked by the concerns over supply due to climate adverse conditions in major producingcountries increasing freight costs container shortage and Russia - Ukranian conflictcoupled with COVID-19 lockdown restrictions disrupting trade flows in Asia. Prices ofArabica coffee have recorded substantial increases while those of Robusta coffeeregistered a moderate upturn.

Due to the high price of Arabica Indian coffee producers are fullywashing their cherry coffee and making it Parchment to get higher realisation. Parchmentprices for this season have doubled compared to last year. Hence the scarcity of cherryhad resulted in its skyrocketing of prices. Every year only 20% of Arabica used to go forDry Cherry out of total Arabica production this year this was further reduced to 15% ofthe total arabica production which led to acute shortage and thereby substantial increasein the prices of Arabica cherry in the domestic market. Coffee growers were holding on totheir stock during the purchase season- expecting prices to go up further which also ledto a tough competition in the domestic market. The increase in the purchase price ofArabica Cherry is more than the proportionate increase in International Market. Even ifthe international market price is coming down by a few points the price in the domesticmarket is not reducing proportionately to the international market.

The lower cherry production will adversely affect our Monsooned Malabarcoffee production since only the high-quality Arabica Cherry AA & A can be used forMonsooning. Considerable reduction in our Monsooned coffee sales is expected for thecoming season since the quality raw material shortage is already visible.

Logistics Division:

During the year Aspinwall Shipping Division at Mangalore handled 7.6lakhs MT of cargo the major component of which was fertiliser and sugar. The imports ofMOP reduced compared to last FY due to the higher prices in the global market.

During the year the logistics division at Mangalore receivedExcellence Awards 2022 from New Mangalore Port Authority for bringing the highestvolume of sugar as C&F agent and second one for handling 2nd highest volumeof Export Cargo at New Mangalore Port Authority.

The Business activity during the FY 2021-22 post Covid has beenpositive for the logistics forwarding industry even though the freight rates wereglobally high constrained with space and equipment shortages. During this period the EximIndustry's requirements and demand had grown as compared to previous years. AllLogistics branches dealing in forwarding could secure increased business volumes in allactivities viz- Custom Clearance Freight Forwarding which helped in garnering improvedrevenue earning and margins.

Mumbai branch posted its highest volumes in all segments of activitiesand revenues. New Delhi Chennai and Bangalore branches also improved the performance ascompared to previous years. Goa Branch also performed well compared to previous yearsdespite disruption in feeder services.

There have been frequent changes in vessel schedules and curtailment ofservices by the carrier's along-with transhipment delays congestions and Covidrelated restrictions & lock downs in certain countries effecting cargo movements.

The situation with regard to Freight rates space and equipmentshortages are gradually improving. However the impact of the prevailing conflictrestrictions sanctions and economic situation are yet to be unfolded.

The overall outlook for FY 2022-23 in performance is expected to bepositive.

Plantation Division:

The global production of Natural Rubber (NR) is projected to register aCAGR (Compound Annual Growth Rate) of 5.0% during the long-term period of 2022-2027.However in the short-term the outlook is showing negative sentiments due to factors suchas continuing COVID-19 lockdowns in several parts of China Russia – Ukraine war andmassive economic sanctions announced on Russia and the worsened global supply chaindisruptions.

The manufacturing activities world over are hit by disrupted supplyover-heated inflation and escalated raw material prices. The automotive industry witnesseda slump that affected the rubber industry. Many top players in tyre industry had shut downtheir operations during the COVID pandemic.

However. the resurgence of the automobile market across countries isanticipated to increase the demand for natural rubber production. The rise in demand forlatex products such as catheters gloves and belts is also a factor that is likely toaid in the growth of the rubber market.

China is the world's largest importer and consumer of naturalrubber consuming around 40 % of the total global output annually. China being one of themajor three automobile manufacturers in the world the increasing growth of the automobileindustry has resulted in increased demand for Natural Rubber. Therefore the rising demandfor latex products coupled with the stable growth of the automobile and constructionindustry will prove beneficial for the rubber market. Thus the market is anticipated torecord steady growth during the long term. Having said that the supply-demand fundamentalis likely to remain unfavorable to Natural Rubber until China lifts its massive lockdownsand a ceasefire is reached between Ukraine and Russia.

The Natural Rubber production of India for FY 2021-22 is lower than thetargeted harvest of 8.00 lakh MT. The main reason for crop loss is the adverseagro-climatic conditions especially heavy rains in Kerala during October –November2021 the peak cropping season. Our plantation division could harvest a crop of 8.73 lakhkgs against a targeted production of 9.65 lakh kgs showing a deficit of 9.5%. Consideringthe major set backs in production faced by other large rubber estates and also thedampening effect of adverse factors affecting crop production our harvest of 90.5 % thebudgeted crop is in no way a bad achievement. Needless to mention that our Yield per Haof 1300 Kgs is one of the best in the industry for the season 2021-22.

On the other hand the Natural Rubber prices during FY 2021-22witnessed some of the most remunerative levels of the last 7 years. Natural rubber priceshave risen more or less steadily since April 2020 when they plunged to decade lows. Thedivision could exit the year registering a remarkable operational profit thanks to thegood prices and the continued focus on generating additional income from minor crops(especially Areca nut) timber sale etc. reduction in various operating expenses apartfrom strategies to enhance productivity and improving the sales premium through betterquality/services. Our division was honoured by the receipt of a memento from the Bureau ofIndian Standards in recognition of our firm's dedication to quality and wonderfulassociation with BIS for more than 25 years.

The estate could implement for the first in its history introductionof contract tapping using outside workers) in one of our regular tapping areas (This isapart from the normal practice of giving slaughter tapping areas for contract tapping).This could bring about substantial cost savings including saving in fixed costs likebonus gratuity salary of supervisor staff etc. This is a remarkable achievementconsidering the fact that most of the other plantations are still struggling to implementthis in view of the stiff opposition from workers/Trade unions. Above all the laboursituation in the estate has become quite peaceful.

The good prices are likely to continue in the FY 2022-23 also onaccount of the increasing demand - supply gap and other obvious reasons which couldbolster the commodity prices.

Natural Fibre Division:

During the year under review export of coir products from India hasdecreased by some accounts more than 31% overall as compared to the previous year. Fewproducts used in agriculture and soil stabilization such as coir pith and geo textiles areshowing better resilience but only from direct manufacturers while purely decorativeitems such as door mats and matting which forms the bulk of the industry is exhibiting amuch larger decline.

Rising freight costs (up 400%) and container shortages continue todisrupt the coir export business. Most large exporters are facing significant loss ofbusiness and considerable delay in executing even the small trickle of orders that areavailable. Coir yarn price continues to tumble down to a level more than 40% less ascompared to the previous period which clearly indicates the production scenario (or lackof) in the industry as a whole. Many production units are idle and the ones which arestill running are far below optimum capacity.

The sales turnover of the Natural Fibre Division for the year underreview was lower than originally expected. Compared to the previous financial year 2020-21which recorded the highest sales and profits till date the current year has substantialdecline in sales which has also adversely affected the bottom line. A large variance (over30%) in imported raw materials costs resulting in uncertainty in purchase prices coupledwith unprecedented ocean freight increases had influenced the buying decision of manylarge clients. As a result the division has also faced cancellation of large volumeorders during the 1st half of the year under review. Also most of theshipments were delayed due to ocean freight rate increases and general disruption in oceantransportation resulting in delay from the clients awaiting better rates to ship thecargo despite the cargo being ready on time. Our factory was literally shut down forabout three months as it was chocked full of finished products awaiting shipments. Theorder situation further worsened during the 2nd half of the year with very fewnew orders. All in all it was a very challenging year with reduction in sales to allmajor clients.

Over the last few years the division has made significant gains incost control. With the installation of a Zero-Discharge Effluent Treatment Plant and AirHandling/Filtration System which permitted in-house printing at the Pollachi factorythereby helped to bring down the painting costs by about 40% as compared to outsourcedprinting. Various efforts taken to reduce the cost of paint resulted in a reduction of 15%in the current paint cost. The Division has installed a 30 KVA online industrial UPS witha backup of 30 minutes to reduce productivity loss and waste generation due to frequentinterruptions in mains power supply. Various ancillary efforts with the composition of PVCcompound along with the efforts listed above has helped bring down the production costs toa desired level. In order to overcome printing delays and the problems associated withdrying of mats particularly during the monsoon period (which is our peak shipment period)we have installed a thermal dryer using the waste heat from our boiler which reduces bothcosts and manpower and speeds up shipments.

Based on our ongoing efforts to control operating costs we areprogressively reducing our workforce from a peak level to a more manageable strength. Thereduction in workforce is part of the overall cost control measures under the presentscenario. However it is evident that one cannot overcome the current conditions by costcontrol alone.

The coir mats industry is going through a challenging phase andindications are that the order position for all coir products will remain static ordecline further in the year 2022-23 and possibly even 2024 due to high freight rates anddisruptions continuing in container and vessel availability. Under the current scenariobuyers are not entertaining new orders and we have no reason to expect that conditionswill change for the better quickly.

It is therefore the right time to look at new strategies to sustain andgrow our business. With the worldwide success of online merchandizing particularly in thebetter organized Western Markets it is felt this could be a potential game changer forour industry (as it could prove to be for many types of business). The biggest advantageis to have potential direct access to the end consumer and better margins by eliminatingthe middle-man (who always works at the lowest possible price) by working through variousonline platforms. We have to take this on a global scale (USA/UK/EU/S-E Asia and India)through all platforms that have significant market access in each County (includingIndia). One other advantage is that if we take up this strategy quickly at least in theUSA which is the largest market for our products on a trial basis we have a good chanceto gain a significant leg-up on our local competitors who seem reluctant to change theirexisting business practices. This could help us quickly expand to other markets and worktowards levelling the field and overcome the turnover handicap existing at present.

Moving over to an International Online Business is not an easy task andwe will require a top-level experienced executive to oversee this function and aback-office in each region for his support. It is also anticipated this will take aminimum 2-3 years to attain traction particularly in the International Markets ofinterest to us. However the earlier we execute our strategy the quicker the rewards andpotential for large gains over our competitors.

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.

For the FY 2021-22 M/s.Suri & Co. Chartered Accountants wasappointed to oversee and carry out internal audit of its activities. The audit is based onan 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.

Based on the recommendations of the Audit Committee the Board at itsmeeting held on May 16 2022 has appointed M/s BDO India LLP Chartered Accountants asthe Internal Auditors of the Company for carrying out the internal audit of the Companyfor the FY 2022-23.

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 2021-22 was at Rs.25473 lacswas marginally higher in comparison to the previous year's figure of Rs. 24971 lacs.EBITDA (before exceptional items) was Rs.1830 lacs during the FY 2021-22 as compared tothe EBITDA of Rs.1133 lacs (before exceptional items) in the FY 2020-21. During the yearthe total comprehensive income was Rs.1522 lacs as against Rs.700 lacs for the last year.

Transfer to Reserves

The Company proposes to transfer an amount of Rs.110000000/- (RupeesEleven Crores only) from the profit available for appropriation to the General Reservesduring the year for various requirements including future business development.

Dividend

The Board of Directors of your Company had declared a first and finaldividend of Rs.6.00 per equity share for the FY 2021-22 as compared to the First and FinalDividend of Rs.3.50 per equity share for the FY 2020-21.

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 ofhuman asset of the Company as on March 31 2022 was 747 compared to 728 in the previousyear.

8. WHOLLY-OWNED SUBSIDIARIES:

The Company has five wholly-owned subsidiaries as on March 31 2022including Aspinwall Technologies Limited in voluntary liquidation. There are no associatecompanies or joint venture companies within the meaning of Section 2 (6) of the CompaniesAct 2013 ("Act"). There has been no material change in the nature of businessof 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 including the appointment ofliquidator to conduct the liquidation proceedings. Based on the same NCLT Kochi Benchhas approved the dissolution of Aspinwall Technologies Limited vide order dated April 282022.

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 mainly in the port of Mormugao (Goa).

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

SFS has a global presence with its own offices in 12 countriesincluding India & has validated partners in other countries which are SOPs driven too.

The Mumbai office of SFS Pharma & key locations are equipped withfreezer/chillers/VIP & Thermal packaging/temperature monitoring systems and otherrequired amenities/devices to provide quality solutions to valuable customers.

The company has performed very-well during the year which is veryencouraging and the same motivates us to do better in upcoming years.

Due to the on-going pandemic of COVID 19 the company/division has beenaffected by many-ways still the division has shown excellent performance this yearin-terms of profitability. The Company is expected to maintain this business momentum forFY 2022-23 because company/division has a good customer base of Pharma/Healthcarecompanies. In the above context the company/division has a plan to further invest inequipment/infrastructure manpower packaging etc for FY 2022-23 for strengthening itscapability including commencing its operations in other locations as well.

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.

During the FY 2021-22 the Company has received the Drug Licence forthe manufacture and sale of the said product. Necessary sales personnel have beenappointed by the Company to canvas the business from hospitals. Although there areunlicensed competitors in the market charging lower prices the Company has been creatingawareness among the product stakeholders regarding the quality and complied product. TheCompany is expected to reach profitable levels by FY 2023-24.

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 Independent Director by the shareholders at the Annual General Meetingheld on August 26 2021 for a period till September 30 2025. Pursuant to the provisionsof Section 203 of the Act the Key Managerial Personnel ("KMP") of the Companyas on the end of the FY 2021-22 are – Mr.Rama Varma Managing DirectorMr.T.R.Radhakrishnan Chief Financial Officer Mr.Rajesh.S Executive Director & CEOand Mr.Neeraj R Varma Company Secretary.

There were no changes to the list of KMPs of the Company during the FY2021-22.

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

Five 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 theCompany to be held in the year 2022.

Based on the recommendations of the Audit Committee the Board at itsmeeting held on May 16 2022 has approved the appointment of M/s B S R and Co (FirmRegistration Number: 128510W) as the Statutory Auditors of the Company for a period offive years from the conclusion of the ensuing AGM till the conclusion of 107thAGM of the Company to be held in the calendar year 2027. M/s B S R and Co CharteredAccountants is an affiliate firm of the present statutory audit firm i.e. M/s B S R& Associates LLP Chartered Accountants.

Cost Auditors

M/s BBS & Associates Cost Accountants (Registration No.00273)were the Cost Auditors of the Company for the FY 2021-22. The Board of Directors at theirmeeting held on May 16 2022 has approved the re-appointment of the said firm as the CostAuditors of the Company for the FY 2022-23 and has also recommended the Audit Fee payableto them. As per the provisions of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 audit fee payable to the Cost Auditors is to be ratified by themembers of the Company.

Secretarial Auditors

M/s BVR & Associates Company Secretaries LLP (AAE-7079) wereappointed as the Secretarial Auditors of the Company for the FY 2021-22.

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. Information on transactions with related parties pursuant toSection 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules2014 are given as an 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) 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 31 2022 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: The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of Directors Ratio to median remuneration
Non Executive/Independent Directors*
Mr.C.R.R. Varma* 2.05
Mr.Adithya Varma* 1.37
Mr.M.Lakshminarayanan* 2.73
Vice Admiral Sushil Krishnan Nair (Retd.)* 3.19
Ms.Nina Nayar* 1.37
Mr.Vijay K Nambiar 2.73
Mr. K.Srinivasan@ 1.37
Whole-Time Directors
Mr.Rama Varma – Managing Director 48.30
Mr.Rajesh S - Executive Director & CEO 52.85

*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.

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* -10.00
Mr.Adithya Varma* -5.88
Vice Admiral Sushil Krishnan Nair (I.N.Retd.)* 17.89
Ms.Nina Nayar* -40.74
Mr.M.Lakshminarayanan* 2.13
Mr.Vijay K Nambiar* 2.75
Mr.Rama Varma (Managing Director) 10.23
Mr.Rajesh S (Executive Director & CEO) 3.10
Mr.K.Srinivasan* 14.29
Mr.T.R.Radhakrishnan (Chief Financial Officer)& 51.57
Mr.Neeraj R Varma (Company Secretary)& 37.09

* 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 & Increase is due to Variable Pay andBonus components during the year.

c) The percentage increase in the median remuneration of employees inthe financial year: 7.98% d) The number of permanent employees on the rolls of the Companyas on March 31 2022: 747. 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 17.10%.

Increase in the remuneration of managerial personnel for the year was16.75%. f) The Company affirms that the remuneration is as per the remuneration policy ofthe Company. g) The top 10 employees of the Company in terms of the remuneration drawnduring the year 2021-22 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 31 2015. The unclaimedinterest amounts relating to the earlier Fixed Deposits are lying in the Interest WarrantBank Account 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 extended COVID-19pandemic the top management of the Company were not able to attend the variousexhibitions/trade fairs

(b) Total foreign exchange used and earned

During the year under review the Company's foreign exchangeearnings amounted to Rs.8780 lacs compared to Rs. 9161 lacs in the previous year. Thetotal outgo of foreign exchange amounted to Rs.89 lacs as against Rs.100.37 lacs in theprevious 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 2021-22.

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.

25. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall 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 2021-22 and hence does not form part of this report.

26. Disclosure Under Sexual Harassment of Women At Workplace(Prevention Prohibition And Redressal) Act 2013.

The Company has in place an HR Policy for Prevention Prohibition andPunishment of Sexual Harassment of Women at Work place in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy. During the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

28. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct forRegulating Monitoring and Reporting of Trading by Insiders with a view to regulatetrading in securities by the Directors and certain designated employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

29. STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as perprovisions of Section 164(2) of the Companies Act 2013. Your Directors have madenecessary disclosures as required under various provisions of the Companies Act 2013 andSEBI Listing Regulations. A Certificate to that effect as mandated under Schedule V of theSEBI (LODR) Regulations 2015 has been obtained from a Company Secretary in practice.

30. 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 institutionsand Central 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.

By Order of the Board

May 16 2022 RAMA VARMA
M.LAKSHMINARAYANAN

Managing Director

Chairman

DIN 00031890

DIN 05003710

Place: Kochi

Place: Kochi

.