Your Directors are pleased to present the 32nd Annual Report of your Companyalong with audited statements of accounts for the year ended 31st March 2021.
Rs. In Lakhs
| ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Sales and Other Income ||23937.28 ||26452.31 |
|Profit before Interest & Depreciation ||2019.62 ||2200.12 |
|Interest ||140.54 ||164.61 |
|Depreciation ||116.13 ||56.67 |
|Net Profit for the year ||1762.95 ||1978.84 |
|Provision for Tax ||256.77 ||346.00 |
|Deferred tax asset (liability) ||695.27 ||1034.15 |
|Profit after tax ||810.91 ||598.69 |
|Appropriations || || |
|Interim Dividend ||NIL ||156.60 |
|Dividend Tax ||NIL ||32.19 |
The global trade has been seriously affected with the onset of Covid-19 pandemic anduncertainty in business environment still prevails. In view of this your Directors do notpropose to recommend dividend for the financial year ended 31st March 2021
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook forthe current year are given as Annexure VI.
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act 2013 your Directors Shri. Anil AnandaPanicker and Shri. Nabiel Mathew Cherian retire by rotation at the Annual General Meetingand being eligible offer themselves for re-appointment.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted declarations that each of them meets thecriteria of Independence as provided in Section 149 (6) of the Act and that there has beenno change in the circumstances which may affect their status of Independence.
DIRECTORS' APPOINTMENT & REMUNERATION POLICY
'The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes Independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure II.
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements under SEBI Listing Regulations 2015. The evaluation wason the basis of inputs from all the directors on criteria such as Board composition andstructure effectiveness of board processes meeting procedures and functioning etc. Ameeting of Independent Directors evaluated the performance of non-independent directorsthe board as a whole and that of the Chairman taking into account the views of executivedirectors and Non-Executive directors. These evaluations were considered and discussed inthe subsequent board meeting/s.
The report on Corporate Social Responsibility activities in terms of Rule 8 of theCompanies (CSR) Rules 2014 is given in Annexure - III.
The Board regularly considers and evaluates the risk factors and takes appropriate riskmitigation steps from time to time.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBIT IONAND REDRESSAL) ACT 2013
The company has formed an anti sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition & Redressal)Act 2013 and an internal complaints committee has been set up to redress complaints ifany. No complaint was received by the committee during the year 2020-21.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this report relates and on thedate of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 yourdirectors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2021 the applicableaccounting standards have been followed and there are no material departures.
(b) The Directors had 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 or loss of the Company for the year ended on that date.
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
(d) That the Directors had prepared the accounts on a going concern basis.
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such controls are adequate and operating effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that systems were adequate and operating effectively.
AUDITORS & AUDIT REPORT
Pursuant to the provisions of Section 139(2) of the Companies Act 2013. M/s A K Muralee& CO. Chartered Accountants Edappally were appointed in the 28th AGM as StatutoryAuditors of the Company to hold office for a period of 5 years and continue in office. Thereport of the auditor for the current year does not contain any qualification or adversecomments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 M/s MOHANS &Associates Company Secretaries Tripunithura were appointed as the Secretarial Auditorsfor the financial year 2020-21. The Secretarial audit report in terms of section 204 ofthe Companies Act 2013 is attached. The report does not contain any qualification.
The Annual Return in form MGT-7 for the financial year ended 31st March2021 is available on the website of the company at URL:https://www.cmrlindia.com/FY202021/AnnualReturn.pdf.
The composition and details of meetings of the audit committee are included in thecorporate governance report. There was no recommendation of the audit committee that wasnot accepted by the board.
MEETING OF THE BOARD
Five meetings of the Board were held during the year. Details are included in thecorporate governance report.
PARTICULARS OF EMPLOYEES ETC
AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure V.
Your company has complied with all the conditions of corporate governance regulationsas contained in the revised Chapter TV of SEBI (Listing obligations & DisclosureRequirements) Regulations 2015. The corporate governance report and the certificate fromthe auditors regarding the compliances are annexed to this report as Annexures VII 8cVIII. The report includes the details of the familiarisation programme for IndependentDirectors and the policies adopted viz. whistle blower policy to provide vigil mechanismand related party transactions.
Your Company has been granted ISO 9001: 2015 by the prestigious agency Bureau Veritaswith accreditation from UKAS London and NABCB India.
Your company's products Ferric Chloride and Ferrous Chloride have got NSF/ANSIStandard 60 certification for drinking water treatment chemicals from M/s NSFInternational an organization designated as a Collaborating Center by the World HealthOrganization (WHO) for both food safety and drinking water safety and treatment.
STATUTORY APPROVALS & LICENSES
The Company has renewed all statutory approvals and licenses from various Departments/Authorities for carrying on its normal business. The licensed and installed capacity ofSynthetic Rutile production now stands at 50000 MT per annum.
The Labour-Management relations have been cordial and a long term agreement with TradeUnions of the Employees expired in March 2020. A new long term agreement is yet to besigned.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE Thedetails/information in respect of conservation of energy technology absorption andforeign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rulesare given in the Annexure I.
The shares of your Company are compulsorily dematerialised for trading. The ISIN numberof the shares is INE105D01013.
The shares of your Company are listed with BSE Limited. The listing fee as required hasalready been paid upto and including the year 2021 -22.
Your Directors wish to place on record their deep sense of gratitude to the Banks andFinancial Institutions Central and State Government Departments and local authorities fortheir co-operation and support. Your directors are also thankful to the customerssuppliers and business associates for their co-operation. Your directors also like toplace on record their appreciation of the valuable contribution made by the employees ofthe company at all levels. Finally your directors are deeply grateful to the members fortheir continued confidence and faith in the management of the company.
| ||For and on behalf of the Board |
|Place: Aluva ||R.K. Garg |
|Date: 04.08.2021 ||Chairman |
| ||(DIN:00644462) |