Your Directors have pleasure in presenting their Thirty Seventh Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe Financial Year ended 31st March 2018 and the report of the Auditors thereon.
1. FINANCIAL SUMMARY (STANDALONE)
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
| ||Rs. ||Rs. |
|Revenue from Operations ||50695.54 ||47163.50 |
|Other Income ||305.43 ||252.80 |
|Total Income ||51000.97 ||47416.30 |
|Profit before Taxation ||3893.52 ||2174.01 |
|Current Tax ||1385.00 ||820.00 |
|Deferred Tax Credit/(Charge) ||1.99 ||13.59 |
|Profit After Tax(PAT) ||2506.53 ||1340.42 |
|Total Other Comprehensive Income net of tax ||(8.63) ||89.46 |
|Total Other Comprehensive Income for the year net of tax ||2497.90 ||1429.88 |
|Earnings Per Equity Shares of the Face Value of Rs. 10/- each: || || |
|Basic & Diluted ||98.26 ||56.25 |
The interim dividend of Rs.1.50/- per share declared by the Board of Directors of theCompany on 7th April 2018 on 2542200 equity shares of Rs.10/- each paid to theshareholders be and is hereby approved as final dividend for the year ended 31 March2018.
3. AWARDS & RECOGNITIONS
Your Company was presented FIEO Regional Export Award for the year 2015-16 under theCategory of "Top Multi Product Exporter in Andhra Pradesh (Silver) on 18th January2018 by Shri.M. Venkaiah Naidu Hon'ble Vice President of India.
During the year under review the company has also received "SILVER" ratingunder Zero Effect - Zero Defect certification scheme of Ministry of Micro Small &Medium Enterprises.
4. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.
Continental Fisheries India Private Limited
Continental Fisheries India Private Limited is a wholly owned subsidiary of theCompany. The operational performance of the Company is as below:
|Particulars ||2017-18 ||2016-17 |
|Revenue from operations ||3150.99 ||nil |
|Profit for the year after meeting all expenses (before Interest Depreciation & Tax) ||61.82 ||(5.08) |
|Less: || || |
|Interest ||51.85 || |
|Depreciation and other write offs ||6.60 ||5.95 |
|Deffered Tax ||1.49 ||0.53 |
|Net Profit/Loss ||1.88 ||(11.56) |
Seacrest Seafoods Inc.
Seacrest Seafoods Inc. is a Wholly Owned Subsidiary of the Company which has beenestablished in the Year 2015 in the State of Delaware U.S.A with an objective to importand sell sea foods in the American Markets. The operational performance of the Company isas below:
|Particulars ||2017-18 ||2016-17 |
|Revenue from operations ||8481.78 ||4719.89 |
|Profit for the year after meeting all expenses || || |
|(before Interest Depreciation & Tax) ||339.19 ||108.50 |
|Less:Operating expenses ||459.06 ||467.58 |
|Net Loss ||(119.77) ||(359.08) |
The Statement containing the salient features of the financial statement ofSubsidiaries as per subsection (3) of Section 129 of the Companies Act 2013 in Form AOC 1 is herewith annexed as Annexure - 1 to this report.
5. NUMBER OF MEETINGS OF THE BOARD
Four (4) meetings of the board were held during the year. For details of the meetingsof the board please refer to the corporate governance report which forms part of thisreport.
6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the transactionswhich are of a foreseen and repetitive nature. The Company has developed a Policy onRelated Party Transactions for the purpose of identification and monitoring of suchtransactions.
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure 2 to this report.
These have been discussed in detail in the Notes to the Standalone Financial Statementsin this Annual Report.
The Company has not accepted any fixed deposits attracting the provisions of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as ofthe Balance Sheet date.
8. STATUTORY AUDITORS
M/s. K.P. Rao & Co Chartered Accountants Bangalore (Firm Reg. No. 03135S) will bere-appointed as Statutory Auditors to hold office from the conclusion of this AnnualGeneral Meeting till the next Annual General Meeting. The Auditor's observations aresuitably explained in notes to the Accounts and are self-explanatory.
9. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. ASN Associates a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure-3 to this report.
10. INTERNAL AUDITORS
The Board of Directors based on the recommendations of the Audit Committee haveappointed M/s. K.P Rao Associates Chartered Accountants Hyderabad for the financial year2018-19 who has to act in an independent manner and also responsible for regulatory andlegal requirements relating to operational processes and internal systems.
11. CREDIT & GUARANTEE FACILITIES
The Company has been availing Packing Credit limits and Term Loan and other facilitiesfrom Bank of India Main Branch Visakhapatnam.
12. PARTICULARS REGARDING ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure-4 to thisreport.
13. MANAGEMENT DISCUSSION ANALYSIS
Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a report on Management Discussion &Analysis is herewith annexed as "Annexure 5" to this report.
14. CORPORATE GOVERNANCE
The Company has been making every endeavor to bring more transparency in the conduct ofits business. As per the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a compliance report on Corporate Governance for the year2017-18 and a Certificate from the Statutory Auditors of the Company are furnished whichform part of this Annual Report as Annexure 6 & 7.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company as part of its Corporate Social Responsibility (CSR) initiative undertookprojects like sanitation development facilitating pure drinking water health care to theidentified rural areas around the factory at Yelamanchili Andhra Pradesh.
The Report on CSR activities is annexed herewith as Annexure-8 to this report. The CSRPolicy is posted on the website of the Company.
16. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the Form No. MGT 9 is appended as Annexure-9 to the Board'sreport.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors has appointed Mr. Kalyanaraman P.R as an Additional Director(Non- Executive Independent Category) of the Company who holds office till the ensuingAnnual General Meeting. The Board based on the recommendation of Nomination andRemuneration Committee considered the appointment of Mr. Kalyanaraman P.R as anIndependent Director subject to the approval of shareholders.
Accordingly a resolution seeking approval of shareholders for his appointment as anIndependent Director for a period of five years is included at Item No. 5 of the Noticeconvening the Annual General Meeting.
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs. JeejaValsaraj Director of the Company retire by rotation and being eligible have offeredherself for re appointment.
All the Independent Directors have given declarations stating that they meet thecriteria of independence as per the provisions of Section 149 of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
There was no resignation / appointment and removal of any Key Managerial Personnelduring the year.
Shri. S. Rajaram has resigned to the position of Independent Director of the Companyw.e.f. 13th February 2018.
A brief profile of the Directors of the Company is annexed herewith as Annexure-10 tothis report.
18. PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as Annexure - 11 to this report.
19. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF
THE COMPANIES ACT 2013
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The annual accounts for the financial year 2017-18 have been prepared on a goingconcern basis;
(e) The directors have laid down internal financial controls which are adequate andare operating effectively; and
(f) The directors have devised proper systems to ensure compliance.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS OR
There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
21. MATERIAL CHANGES AND COMMITMENT
There were no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the Financial Year 2017-18 of the Companyand the date of the report.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Company(www.coastalcorp.co.in).
23 . RISK MANAGEMENT
The Company reviews the process of risk management in your Company. Risk management isinterlinked with the annual planning exercise. During the year the Company managesmonitors the principal risks and uncertainties that can impact its ability to achieve itsstrategic objectives.
24. POLICY ON DIRECTORS' APPOINTMENTS AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ETC.
Policy on Director's Appointment and Remuneration and other matters
(a) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee has been formed pursuant to and in compliancewith Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and pursuant to Section 178 of the Companies Act 2013. The main object of thisCommittee is to identify persons who are qualified to become directors and who may beappointed in senior management of the Company recommend to the Board their appointmentand removal and shall carry out evaluation of every Director's performance recommend theremuneration package of both the Executive and the Non-Executive Directors on the Boardand also the remuneration of Senior Management one level below the Board. The Committeereviews the remuneration package payable to Executive Director(s) and recommends to theBoard the same and acts in terms of reference of the Board from time to time.
On the recommendation of the Nomination and Remuneration Committee the Board hasadopted and framed a Remuneration Policy for the Directors Key Managerial Personnel andother employees pursuant to the provisions of the Companies Act 2013 and SEBI ListingRegulations.
The remuneration determined for Executive Directors is subject to the recommendation ofthe Nomination and Remuneration Committee and approval of the Board of Directors. TheExecutive Directors are compensated partly by way of salary and partly by way of profitsharing percentage and the Non-Executive Directors are entitled to sitting fees for theBoard/Committee Meetings. The remuneration paid to Directors Key Managerial Personnel andall other employees is in accordance with the Remuneration Policy of the Company.
The Nomination and Remuneration Policy and other matters provided in Section 178(3) ofthe Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the CorporateGovernance Report which forms part of this Report.
The details of Policy on Directors' appointment and Remuneration (i.e. Nomination andRemuneration Policy) and the criteria for determining qualifications positiveattributes independence of directors are included in the Report on Corporate Governanceforming part of the Board's Report. Further the information about the elements ofremuneration package of individual directors is provided in the extract of the AnnualReturn in Form MGT-9 enclosed herewith the Board's Report.
25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THECOMPANIES ACT 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit and other Committees.
An exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
27. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
Your Company strongly supports the rights of all its employees to work in anenvironment free from all forms of harassment. The Company has also constituted anInternal Committee known as Anti Sexual Harassment Committee to address the concerns andcomplaints of sexual harassment and to recommend appropriate action. The Committee aims toprovide protection to Employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where Employees feel secure. During the year therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
28. HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
29. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. K. Venkateswara Rao Mr. M.V. Suryanarayana and Mr. Kalyanaraman P.R IndependentDirectors of the company had submitted their declaration that they meet the criteria ofindependence as per Section149 (6) of the Companies Act 2013.
30. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.
Your Directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers and other business associates for theirexcellent support and cooperation extended by them.
Your Directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.
| ||On behalf of the Board |
| ||For COASTAL CORPORATION LIMITED |
| ||Sd/- |
| ||(T. VALSARAJ) |
| ||MANAGING DIRECTOR |
| ||Sd/- |
|Place: Visakhapatnam ||(G.V.V. SATYANARAYANA) |
|Date: 31.07.2018 ||DIRECTOR-FINANCE |