Your Directors are having immense pleasure in presenting the Fortieth Annual Report onthe business and operations of the Company together with the Audited Statement of Accountsfor the Financial Year ended 31st March 2021 and the report of the Auditors thereon.
1. FINANCIAL SUMMARY (Rs. in lakhs)
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
| ||(Standalone) ||(Consolidated) |
|Revenue from Operations ||40219.45 ||51295.48 ||47347.83 ||60427.75 |
|Other Income ||832.86 ||1426.19 ||845.97 ||1481.08 |
|Total Income ||41052.31 ||52721.67 ||48193.80 ||61908.83 |
|Profit before Taxation ||2797.07 ||4536.92 ||2613.16 ||4463.29 |
|Current Tax ||725.31 ||1130.00 ||725.31 ||1130.00 |
|Tax relating to earlier years ||9.33 ||(32.29) ||10.98 ||(32.29) |
|MAT credit Entitlement || || ||(1.54) || |
|Deferred Tax Credit/(Charge) ||38.24 ||(43.14) ||37.07 ||(42.43) |
|Profit After Tax(PAT) ||2024.18 ||3482.35 ||1841.34 ||3408.01 |
|Total Other Comprehensive Income/Loss net of tax ||63.83 ||(159.95) ||42.61 ||(70.47) |
|Total Other Comprehensive Income for the year net of tax ||2088.01 ||3322.40 ||1883.95 ||3337.54 |
2. SUMMARY OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The standalone and consolidated financial statements of the Company for the financialyear ended March 31 2021 have been prepared in accordance with the Indian AccountingStandards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended fromtime to time.
On a consolidated basis your Company's total income decreased to Rs. 48193.80 Lakhsfor the current year as against Rs. 61908.83 Lakhs in the previous year. Your Company'snet profits decreased to Rs. 1883.95 Lakhs for the current year as against Rs. 3337.54Lakhs in the previous year.
On a standalone basis your Company's total income decreased to Rs. 41052.31 Lakhs forthe current year as against ` Rs. 52721.67 Lakhs in the previous year. Your Company's netprofits decreased to Rs. 2088.01 Lakhs in the current year as against Rs. 3322.40 Lakhsin the previous year.
3. THE IMPACT OF COVID-19 ON THE BUSINESS AND GOING CONCERN ASSUMPTIONS OF THE COMPANY
The Corona Virus Disease 2019 (COVID-19) started as a locally circulating infection. On11 March 2020 WHO characterized the COVID-19 outbreak as a pandemic with a growing numberof cases reported outside of China from Eastern Asia to Europe and North America. In thefirst half of 2020 the pandemic entered all regions of the world some worse than othersincluding many major _sh-producing and/or _sh-consuming countries and global suppliers of_sh feed. While _shing and aquaculture and the distribution of their products areconsidered an essential activity in most countries the measures adopted to contain thespread of infection caused significant direct and indirect challenges to the sector. Thedrop in demand which in some cases has resulted in reduced prices of _sh and _shproducts low market demand has been a main concern worldwide as this has direct negativeimpact on quantities sold and price per unit reducing revenues.
International trade suffered from border restrictions on the global markets. As aresult of the lockdown the capture also halted. The market effects of the pandemic havebrought about several far-reaching changes many of which are likely to persist in thelong term. Aggregate prices for 2020 as measured by the Fish Price Index (FAO 2020)were down year-on-year for most traded species. The importance of retail sales hassignificantly increased at the expense of food services as the hospitality sector hasremained subdued. Consumers who are trying to limit frequent visits to grocery stores andare concerned about future lock-downs have shifted their seafood preferences towardspreserved and prepared products while demand for fresh _sh has waned. The outlook for thefourth quarter 2020-21 was uncertain with a strong tendency towards risk aversion on thepart of businesses and consumers alike. A second wave of the pandemic in many countriesunderlines the continuing threat to market stability. On the positive side productinnovations new distribution channels e-commerce and home deliveries and the shorteningof supply chains that have coincided with this upheaval are likely to benefit the seafoodindustry for many years to come.
4. SHARE CAPITAL
As on 31st March 2021 the authorized capital of the Company is Rs. 150000000/-(Rupees _fteen crores only) divided into 15000000 (one crores _fty lakhs) equity sharesof 10/-each .
The Company in FY 2020-21 allotted 1410000 Convertible Warrants("Warrants") each carrying a right to subscribe to one Equity Share perWarrant at a price of Rs. 187 per Warrant ("Warrant Price") aggregating to`Rs. 2636.70 Lakhs on a preferential basis to Promoter and Promoter group and an amountequivalent to 25% of the Warrant price was paid at the time of subscription.
During the year balance 75% of the Warrant Price was paid for conversion of 510000warrants pursuant to exercise of the options attached to the Warrants and 510000 EquityShares were allotted. As at March 31 2021 an amount of Rs.1375 Lakhs was received whichwill be used for Setting up of 3.6 MVH Solar Power Plant for captive consumption Establishment of a green field sea food processing unit to pre-process shrimp and othersea-food at Kakinada to augment the working capital requirements of the Company andgeneral corporate purposes.
The paid-up capital of the Company as on 31st March 2021 stands at Rs. 106788000(Rupees Ten Crores Sixty Seven Lakhs Eighty Eight Thousand) divided into 10678800 (OneCrores Six Lakhs Seventy Eight Thousand and Eight Hundred) equity shares of 10/- each .
The Company has voluntarily formulated a Dividend Distribution Policy which has beenduly approved by the Board of Directors. A copy of the Dividend Distribution Policy isavailable on the Company's website: www.coastalcorp.co.in The policy sets out theparameters and circumstances that will be taken into account by the Board in determiningthe distribution of dividend to its shareholders.
The directors recommend for consideration of shareholders at the ensuing annual generalmeeting payment of a dividend of Rs.3.00 per equity share of Rs.10/- each (30%) for theyear ended 31 March 2021.
For the year ended 31 March 2020 the dividend paid was Rs. 1.5 per share of Rs. 10/-each (15%).
As per the amended Income Tax Act 1961 hereafter there will be no dividenddistribution tax payable by the Company. The dividend if declared will be taxable in thehands of the shareholders subject to tax deduction at source at the applicable rates. Fordetails shareholders are requested to refer to the Notice of annual general meeting.
The dividend recommended is in accordance with the principles and criteria as set outin the dividend distribution policy.
6. AMOUNT TO BE CARRIED TO RESERVES
The Company has not transferred any amount to the reserves during the current financialyear.
7. EMPLOYEE STOCK OPTION PLANS (ESOP)
Your Company believes that its success and ability to achieve objectives is largelydetermined by the quality of its workforce and recognises that not only good employmentopportunities but also additional motivating mechanisms are needed to incentiviseemployees and aligning their interest with the interest of the Company. In recognition ofthe said objective the Company adopted and implemented CCL ESOP Scheme 2021("CCL Scheme 2021"). to attract retain motivate and incentiviseemployees of the Company and its subsidiaries. The ESOP Plan of the Company areimplemented and administered by the Nomination & Remuneration Committee. The Board ofDirectors confirms that the ESOP Plans are in compliance with the provisions of the Actand the SEBI (Share based employee benefits) Regulations 2014. CCL Scheme 2021 isin compliance with SEBI (Share Based Employee Benefits) Regulations 2014 and this hasbeen certified by the statutory auditors of the Company. The said certificate fromStatutory Auditors shall be available for inspection at the ensuing 40th Annual GeneralMeeting of the Company.
In line with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations2014 a statement giving complete details as at 31 March 2021 is available on thewebsite of the Company at www.coastalcorp.co.in.
There were no Options granted or vested or any shares issued on vesting during theyear.
8. SUBSIDIARIES/ASSOCIATES AND JOINT VENTURES
The Company has the following three wholly owned subsidiaries:
I) Continental Fisheries India Private Limited
The operational performance of the Company is as below:
| || ||Rs. in Lakhs |
|Particulars ||2020-2021 ||2019-20 |
|Revenue from operations ||292.46 ||4492.43 |
|Profit Before Tax ||19.62 ||9.87 |
|Less: || || |
|Tax expense ||1.07 ||0.70 |
|Net Profit After Tax ||20.69 ||9.17 |
II) 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:
Rs. in Lakhs
|Particulars ||2020-2021 ||2019-20 |
|Revenue from operations ||8133.98 ||5452.84 |
|Gross Profit ||104.82 ||349.87 |
|Less: || || |
|Operating expenses ||308.35 ||433.35 |
|Net Loss ||(203.53) ||(83.48) |
III) Coastal Biotech Private Limited:
Your Company incorporated a Subsidiary Company Coastal Biotech Private Limited in theState of Odisha during the Financial Year 20-21 To carry on the business as manufacturersproducers processors buyers sellers refiners of ethanol IG ethanol. It has anAuthorised Capital of Rs. 25 Crores and Paid-up capital of Rs. 1 Crore. As the Company wasincorporated on 25th February 2021 its Financial Results are not shown in this AnnualReport.
Pursuant to Section 129(3) of the Companies Act 2013 a separate statement containingsalient features of the financial statement of both the subsidiaries of the Company (Thedetails of Coastal Biotech Private Limited are not included) is annexed in the format ofAOC-1 as Annexure - 1 to the Financial Statements of the Company. The accounts ofthe above subsidiaries have been considered in the consolidated financial results of theCompany.
The Annual Audited Financial Statements of each of the subsidiary companies are placedon the Company's website. The same will also be made open for inspection.
9. NUMBER OF MEETINGS OF THE BOARD
Seven (7) 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.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Your Company has historically adopted the practice of undertaking related partytransactions only in the ordinary and normal course of business and at arm's length aspart of its philosophy of adhering to highest ethical standards transparency andaccountability. In line with the provisions of the Companies Act 2013 and the ListingRegulations the Board has approved a policy on related party transactions. An abridgedpolicy on related party transactions has been placed on the Company's website atwww.coastalcorp.co.in .
All related party transactions are placed on a quarterly basis before the AuditCommittee and before the Board for approval. Prior omnibus approval of the Audit Committeeand the Board is obtained for the transactions which are foreseeable and of a repetitivenature. Details of transaction(s) of your Company with entity(ies) belonging to thePromoter/ Promoter group which hold(s) more than 10% shareholding in the Company asrequired under para A of Schedule V of the Listing Regulations are provided as part of thefinancial statements.
Pursuant to Regulation 23(9) of the Listing Regulations your Company has filed thereports on related party transactions with the Stock Exchanges.
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 deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and as such no amount of principal or interest was outstanding as on the BalanceSheet date.
12. STATUTORY AUDITORS & AUDITOR'S REPORT
At the 38th Annual General Meeting held on August 31 2019 the Members approved theappointment of M/s. Bramhmayya & Co. Chartered Accountants Visakhapatnam(Registration No.000513S) to hold office from the conclusion of the 38th Annual GeneralMeeting until the conclusion of the 43rd Annual General Meeting of the Company to be heldin the year 2024.
Pursuant to Section 141 of the Act the Auditors have represented that they are notdisqualified and continue to be eligible to act as the Auditor of the Company.
The requirement to place the matter relating to appointment of auditors for rati_cationby Members at every AGM has been done away by the Companies (Amendment) Act 2017 witheffect from May 7 2018. Accordingly no resolution is being proposed for rati_cation ofappointment of statutory auditors at the ensuing AGM. The Statutory Auditors were presentin the last AGM.
There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors in their report on the Financial Statements of the Company for theFinancial Year ended March 31 2021.
13. 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. Sambhu Prasad M & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure - 3 to this report. The same does not contain any adverseremarks.
15. INTERNAL AUDITORS
M/s. Jaya & Lakshmi Chartered Accountants Visakhapatnam were the Inernal Auditorsof the Company for Financial Year 20-21. The Board of Directors based on therecommendations of the Audit Committee have re-appointed them for the financial year2021-22. They have to act in an independent manner and are also responsible for regulatoryand legal requirements relating to operational processes and internal systems. They reportdirectly to the Board of Directors.
16. ANNUAL SECRETARIAL COMPLIANCE REPORT
A Secretarial Compliance Report for the financial year ended 31st March 2021 oncompliance of all applicable SEBI Regulations and circulars/ guidelines issued by M/s.Sambhu Prasad M & Associates. Secretarial Auditors was submitted to Bombay StockExchange (BSE).
17. CREDIT & GUARANTEE FACILITIES
The Company has been availing Packing Credit limits and Term Loan and other facilitiesfrom Bank of India Main Branch Visakhapatnam.
18. PARTICULARS REGARDING ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE 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 - 4to this report.
19. 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.
The Management Discussion & Analysis report captures your Company's performanceindustry trends and other material changes with respect to your Company and itssubsidiaries wherever applicable.
It provides a consolidated perspective of economic social and environmental aspectsmaterial to your Company's strategy and its ability to create and sustain value to its keystakeholders.
20. CORPORATE GOVERNANCE
Your Company believes in adopting best practices of corporate governance. Corporategovernance principles are enshrined in the Spirit of Coastal which form the core valuesof the Company. As per Regulation 34 of the Listing Regulations a separate section oncorporate governance practices followed by your Company together with a certificate fromPracticing Company Secretary on compliance with corporate governance norms under theListing Regulations forms part of this Annual Report as
Annexure 6 7 & 8.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is at the forefront of Corporate Social Responsibility (CSR) andsustainability initiatives and practices. Your Company believes in making lasting impacttowards creating a just equitable humane and sustainable society. The Company spenttowards tackling the unprecedented health and humanitarian crisis arising from theCOVID-19 pandemic outbreak.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year in theformat prescribed in the Companies (CSR Policy) Amendment Rules 2021 are set out in Annexure- 9 of this Report. The policy is available on Company's website atwww.coastalcorp.co.in.
22. ANNUAL RETURN
As per the provisions of section 92(3) of the Companies Act 2013 the Annual Return ofthe Company for the FY 2021 is available on our website www.coastalcorp.co.in.
23. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The below mentioned Directors were appointed/re-appointed in terms of applicableprovisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 at the 39th Annual General Meeting which was held onSeptember 29th 2020: (i) Mr. M.V. Suryanarayana was re-appointed as an IndependentDirector of the Company for five years.
(ii) Mrs. Jeeja Valsaraj who was liable to retire by rotation was re-appointed.
(iii) Mr. Valsaraj Thottoli was re-appointed as the Managing Director of theCompany for five years.
Appointments/Re-appointments at this Annual General Meeting
(i) Regularisation of Mrs. Jeeja Valsaraj (01064411)j:
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs. JeejaValsaraj Director of the Company retires by rotation and being eligible has offeredherself for re appointment.
As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (as amended) and Clause 1.2.5 of the Secretarial Standard2 (Revised) as issued by the Institute of Company Secretaries of India a statementcontaining the requisite details of Mrs. Jeeja Valsaraj's re-appointment is given below:
|Particulars ||Details |
|Name ||Mrs. Jeeja Valsaraj |
|Date of Birth ||01-02-1964 |
|Age ||57 yrs |
|Relationships with Directors inter-se Profile ||She is the wife of the Managing Director Mr. Valsaraj Thottoli Mrs. Jeeja Valsaraj as a Women Director has interest and experience for more than two decades in the varied areas of Administration and Social responsibility. She is the Chairperson of Corporate Social Responsibility Committee of the Company and takes care of the CSR activities carried out by the Company. And also she is a member in various other committees of the Company. She is a philanthropist and Rotarian from the past 20 years and an active member of Rotary Club Vizag Hill View and has held various other positions in the Club level & district level 3020. She is a founder member & Past President of Sanskriti NGO Vice-President of Vizagapatam Chamber of Commerce & Industry (VCCI) women's wing Swacch Bharath ambassador of Visakhapatnam Vice-President of Andhra Pradesh Federation of Resident Welfare Association (APFERWAS) she is a member of Confederation of Resident Welfare Association (CoRWA) a PAN India RWA apex body. She is a science graduate from Mumbai University. She holds a Post Graduate Diploma in Management & Manufacturing of Textiles Mumbai and holds a fashion designing degree from JD Institute of Fashion Technology Mumbai. |
|Qualification ||Post Graduate Diploma in Management & Fashion Technology |
|Experience & Expertise in specific function area ||16 years |
|Remuneration last drawn by such person ||Kindly refer to the Corporate Governance Report. |
|Date of first appointment on the Board ||01/10/2004 |
|Membership/Chairmanship of committees of the ||She is the Member of Audit Committee Stakeholders Relationship |
|Board of Directors of the Company ||Committee Corporate Social Responsibility Committee and Nomination & Remuneration Committee of the Company. She is the chairperson of Stakeholders Relationship Committee |
|Other Directorships and Membership of other Boards Shareholding ||Director of Coastal Developers Private Limited 199200 Equity Shares |
| ||175000 warrants convertible into shares |
(ii) Appointment of Mr. Emandi Sankara Rao (DIN: 05184747) as an Independent Directorof the company for five years w.e.f. 1st july 2021
Pursuant to the recommendation of nomination and remuneration committee the board hason June 29 2021 approved the appointment of Mr. Emandi Sankara Rao (DIN: 03017471) as anAdditional Director in the capacity of Independent Director (designated as Chairman) for aterm of 5 years with effect from July 1 2021 to June 30 2026 subject to approval of theshareholders of the company. Necessary resolutions for his appointment are being placedfor the approval of shareholders as part of the notice of the 40th AGM.
As per the requirements of regulation 36(3) of SEBI (listing obligations and disclosurerequirements) regulations 2015 (as amended) and clause 1.2.5 of the Secretarial Standard2 (revised) as issued by the Institute of Company Secretaries of India the necessarydisclosures have been made in the explanatory statement for the item relating to hisappointment.
Key Managerial Personnel in terms of section 203 of the act the key managerialpersonnel (KMPs) of the company during fy 2020-21 are: Mr. Valsaraj ThottoliVice-Chairman and Managing Director Mr. G.V.V. Satyanarayana Director - ChiefFinancial Officer Ms. Swaroopa Meruva Company Secretary
there was no resignation and removal of any key managerial personnel during the year.
A brief profile of the directors of the company is annexed herewith as Annexure - 10 tothis report
24. DECLARATION BY INDEPENDENT DIRECTORS
In terms of section 149 of the act and the SEBI Listing Regulations Mr. KamireddiVenkateswara Rao Mr. M.V.Suryanarayana Mr. Kalyanaraman P.R. and Mr. Emandi Sankara Raoare the Independent Directors of the Company as on date of this report. All independentdirectors of the company have given declarations under section 149(7) of the act thatthey meet the criteria of independence as laid down under section 149(6) of the act andregulation 16(1)(b) of the SEBI listing regulations. In terms of regulation 25(8) of theSEBI listing regulations the independent directors have confirmed that they are not awareof any circumstance or situation which exists or may be reasonably anticipated thatcould impair or impact their ability to discharge their duties with an objectiveindependent judgement and without any external influence. The Company has receivedconfirmation from all the existing Independent Directors of their registration on theIndependent Directors database maintained by the institute of corporate affairs pursuantto rule 6 of the Companies (appointment and qualification of Directors) rules 2014.
In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfil the conditionsspecified in act as well as the rules made thereunder and are independent of theManagement.
25. Committees of the board
Your company's board has the following committees:
1. Audit Committee
2. Corporate Social Responsibility Committee
3. Nomination & Remuneration Committee
4. Stakeholders' Relationship Committee
Details of terms of reference of the Committees Committee membership changes andattendance of Directors at Meetings of the Committees are provided in the CorporateGovernance Report forming part of of this Annual Report.
26. PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Disclosure pertaining to remuneration and other details as required under Section197(12) of the act read with rule 5(1) of the companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to the Report as Annexure-11 Statementcontaining particulars of top 10 employees and the employees drawing remuneration inexcess of limits prescribed under section 197 (12) of the Act read with Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in the Annexure forming part of this report.
In terms of proviso to Section 136(1) of the Act the Report and Accounts are beingsent to the Shareholders excluding the aforesaid Annexure. The said Statement is alsoopen for inspection. Any member interested in obtaining a copy of the same may write tothe Company Secretary.
None of the employees listed in the said annexure are related to any Director of theCompany.
27. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF THECOMPANIES ACT 2013
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutorysecretarial auditors and external agencies and the reviews performed by management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during fy2020-21.
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 applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; (b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) Thedirectors had taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; (d) The annual accounts for the financial year 2020-21 have beenprepared on a going concern basis; (e) The Directors have laid down internalfinancial controls which are adequate and are operating effectively; and (f) TheDirectors have devised proper systems to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperation. However Members attention is drawn to the Statement on Contingent Liabilitiesand Commitments in the Notes forming part of the Financial Statement.
29. CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in nature of the business of theCompany. The affairs of the Company are conducted in accordance with the accepted businesspractices and within the purview of the applicable legislations.
30. 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 to which the financialstatements relate and the date of this report unless otherwise stated in the report.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the policy are explained in theCorporate Governance report and also posted on the website of the Company.
32. RISK MANAGEMENT
The Board oversees Company's processes for determining risk tolerance and reviewmanagement's action and comparison of overall risk tolerance to established levels. Theframework is designed to enable risks to be identified assessed and mitigatedappropriately. Major risks identified by the businesses and functions are systematicallyaddressed through appropriate actions on a continuous basis.
33. POLICY ON DIRECTORS' APPOINTMENTS AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ETC.
The Company's policy (salient features) on Directors' remuneration and other mattersprovided in section 178(3) of the Act has been brie_y disclosed hereunder and in theReport on Corporate Governance which is a part of this Report.
Selection and procedure for nomination and appointment of directors
The Nomination & Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. The Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.
The Nomination & Remuneration Committee conducts a gap analysis to refresh theBoard on a periodic basis including each time a Director's appointment or re- appointmentis required. The Nomination & Remuneration Committee reviews and vets the profiles ofpotential candidates vis-a-vis the required competencies undertakes due diligence andmeeting potential candidates prior to making recommendations of their nomination to theBoard.
Criteria for determining qualifications positive attributes and independence of aDirector
In terms of the provisions of section 178(3) of the Act and Regulation 19 of the SEBIlisting regulations the Nomination & Remuneration Committee has formulated thecriteria for determining qualifications positive attributes and independence ofDirectors the key features of which are as follows: Qualifications - The Boardnomination process encourages diversity of thought experience knowledge age and gender.It also ensures that the board has an appropriate blend of functional and industryexpertise.
Positive Attributes - Apart from the duties of Directors as prescribed in theAct the Directors are expected to demonstrate high standards of ethical behaviourcommunication skills and Independent judgment. The Directors are also expected to abide bythe respective code of Conduct as applicable to them. Independence - A Directorwill be considered independent if he/she meets the criteria laid down in Section 149(6) ofthe Act the rules framed thereunder and regulation 16(1)(b) of the SEBI ListingRegulations.
The Directors affirm that the remuneration paid to Directors KMPs and employees is asper the Remuneration Policy of the Company.
34. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THECOMPANIES ACT 2013
Pursuant to Section 186 of the Companies act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to Loans Advances Guarantees andInvestments are provided as part of the financial statements.
35. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
The annual evaluation process of the board of directors Individual Directors andCommittees was conducted in accordance with the provisions of the Act and the SEBI listingregulations.
The Board evaluated its performance after seeking inputs from all the Directors on thebasis of criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance of the Committees wasevaluated by the Board after seeking inputs from the committee members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India.
The board and the Nomination & Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non- independentdirectors and the board as a whole was evaluated.
Additionally they also evaluated the Chairman of the board taking into account theviews of Executive and Non-Executive Directors in the aforesaid meeting. The Board alsoassessed the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The above evaluations were then discussed in the Board meeting andperformance evaluation of independent directors was done by the entire Board excludingthe Independent Director being evaluated.
36. 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 Redressa) Act 2013.
37. 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 un_inching commitment of the employees is thedriving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
38. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Company's internal control systems are commensurate with the nature of itsbusiness the size and complexity of its operations and such internal financial controlswith reference to the Financial Statements are adequate.
Your Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
The measures implemented for internal financial controls include multiple authoritylevels for approval of expenditures budgetary controls internal audit etc.
Your Directors wish to convey their appreciation to all of the Company's employees fortheir contribution towards the Company's performance. The Directors would also like tothank the Shareholders Customers Dealers Suppliers Bankers and all other BusinessAssociates for their continuous support to the Company and their confidence in itsmanagement.
Your directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other regulatory bodies.The directors appreciate and value the contribution made by every member of the COASTALFAMILY.
| ||On behalf of the board |
| ||For Coastal Corporation Limited |
| ||Sd/- |
| ||(T. Valsaraj) |
| ||Vice Chairman & Managing Director |
| ||Sd/- |
|Place: Visakhapatnam ||(G.V.V. Satyanarayana) |
|Date: 10.08.2021 ||Director-Finance |