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Ultramarine & Pigments Ltd.

BSE: 506685 Sector: Industrials
NSE: ULTRMARINE ISIN Code: INE405A01021
BSE 10:18 | 20 Mar 259.00 3.85
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NSE 05:30 | 01 Jan Ultramarine & Pigments Ltd
OPEN 259.00
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VOLUME 100
52-Week high 375.00
52-Week low 205.20
P/E 14.20
Mkt Cap.(Rs cr) 756
Buy Price 252.70
Buy Qty 8.00
Sell Price 259.00
Sell Qty 20.00
OPEN 259.00
CLOSE 255.15
VOLUME 100
52-Week high 375.00
52-Week low 205.20
P/E 14.20
Mkt Cap.(Rs cr) 756
Buy Price 252.70
Buy Qty 8.00
Sell Price 259.00
Sell Qty 20.00

Ultramarine & Pigments Ltd. (ULTRMARINE) - Director Report

Company director report

To

Dear Members

Your Directors have the pleasure of presenting the 57th Annual Report andthe audited financial statement of the Company for financial year ended March 31 2018.

FINANCIAL RESULTS:

A summary of the Company's Financial Results for the financial year 2017 -18 is asunder:

Rs. Lakhs
Particulars Financial Year 2017-18 Financial Year 2016-17
Revenue from operations ( net of excise duty) 27736 25541
Profit before tax 6341 4818
Tax Expenses ( Including Deferred Tax) 1977 1571
Profit after Tax 4364 3247

DIVIDEND:

Your Directors have recommended a dividend of Rs.4.25 per share of the nominal value ofRs.2.00 each for the year ended March 31 2018 [previous year Rs.4.00 per Share of nominalvalue Rs.2.00 per share]. The payment of dividend together with the tax thereon absorbed asum of Rs.1493.64 Lakhs. The dividend if declared by the members at the forthcomingAnnual General Meeting will be paid to all the eligible members by 13th August 2018.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OPERATIONS AND FINANCIAL PERFORMANCE:

The Manufacturing Division has performed well this year with an increased focus onvalue addition strategic sales and organisational development. We are pleased to report a32% increase in profit and a 11% increase in revenue over last year. Profitability hasimproved by 29%.

Detailed analysis of segment wise performance is given below.

PIGMENT DIVISION:

Over the past year we have continued to focus on product customisation based oncustomer need and on expanding our global footprint. Our focus on customisation ofproducts has yielded better volumes in the export markets. Initiatives taken on Researchand Development activities helped launch new products and gain customer confidence andloyalty.

The Pigments division achieved a net revenue of Rs.87.42 crores in this financial year(as compared to Rs.72.61 crores in the previous financial year) and showed a 20% increasein value. This year it has achieved the highest volume and the highest value ofIndustrial sales in the Company's history.

SURFACTANTS DIVISION:

This year as a part of our diversification and value addition plan we have introduceda variety of surfactants for the home and personal care industry besides value additionin our existing basket of products.

The Surfactants factory in Ranipet is running at full capacity. With a focus onoptimising the product mix and increased value addition for the customer the divisionhas seen a 13% increase in both sales volume and profit over the previous year. TheSurfactants division increased its revenues by 7% to Rs.159.69 crores in financial year2017-18 as compared to Rs.149.47 crores in financial year 2016-17.

Your company is developing a new surfactants manufacturing facility in an IndustrialPark in Naidupeta Nellore Dt in a plot of land acquired from the Andhra PradeshIndustrial Infrastructure Corporation.

This upcoming facility will have the ability to manufacture all the existingsurfactants in our portfolio and will have the requisite space for future expansion whendeemed necessary.

WIND MILL GENERATION:

The wind mills generated 59.79 lakhs units which is lower by 15 % as compared toprevious year. This reduction in wind generation is due to poor wind season.

Your company's captive consumption from wind mills has increased to 43.11 lakh unitsfrom 11.43 lakh units when compared to previous financial year which resulted in reductionof power cost.

ITES DIVISION:

During the financial year under review this division reported an income of Rs.30.25crores which is lower by Rs.1.11 crores when compared to previous financial year. ITeSservices like publishing health care and other BPO segments are highly competitive. Thestiff competition and sudden entry of large IT companies impacted revenue growth andprofitability.

EXPORTS:

Export earnings from Manufacturing went up by 41%. This increase was facilitated mainlyby the greater volumes of high value pigments sold on the global market. It was alsoassisted by the addition of exports sales in the surfactants business especially in theAsian market.

EARNINGS PER SHARE (EPS):

Earnings Per Share (EPS) is at Rs.14.95 (Previous Year Rs.11.12) and Cash Earnings PerShare (CEPS) is Rs.16.60 (Previous Year Rs.12.55) on the paid up value of Rs.2.00 pershare.

INTERNAL FINANCIAL CONTROL:

All the transactions entered are system driven and are in an ERP system which iscustomized to suit the company specific requirements. Majority of approvals and work flowsare routed through the system.

The company has put in place adequate systems controls and well-drawn procedures forensuring internal financial controls and they are being followed in the normal course ofoperations of the Company.

The company has utilised the services of an external firm of Chartered Accountants andevaluated the internal financial control systems. Company has already prepared detailedStandard Operating Procedures (SOP) for each function and has evolved a suitable riskmitigation plan. The effective controls are identified and implemented to mitigate theserisks.

The Internal Auditor's reports observations and management response are placed beforethe audit committee in the presence of the Internal Auditor and the same is discussed indepth and corrective actions if any are taken immediately. The action taken report isplaced before the Audit Committee for review. Audit committee ensures that appropriateactions to correct deviations if any are taken up immediately by the management.

The Audit Committee of the Company provides reassurance to the Board on the existenceof an effective internal control system in the operations of the Company.

PERSONNEL

Industrial Relations were quite harmonious through-out the year under review. Yourcompany believes that the strength of the employees of the company directly relates to thestrength of the organisation in terms of knowledge experience and analytical and decisionmaking skills.

We have seen new talent entering the organisation as experienced members of themanagement team as mid-career professionals with experience and ambition and youngeremployees starting their careers. We have implemented fair and balanced performance reviewmechanisms that incentivise our employees to measure their impact on the organisation andhelp identify training needs in order to ensure both individual development andorganisational growth.

The directors earnestly appreciate the contributions and initiatives taken by theemployees at all levels for the company's improved performance year after year.

RISKS AND CONCERNS:

1. The competition from the unorganized sector and manufacturers of alternativeproducts coupled with shrinking demand for whitening solutions are the major threats forlaundry and white-washing applications. Your Company plans to mitigate the threat withspecific marketing and sales strategies.

2. Availability of Alpha Olefin a key imported raw-material of Surfactants divisioncontinues to be erratic plagued by artificial shortages and delays in shipment. This willaffect the capacity utilization. We have identified multiple vendors to ensure adequateavailability of imported materials.

PROSPECTS & OUTLOOK:

Our strategic focus will continue to be on value addition expanding to new markets andan optimal product mix that uses our existing and new capacity in the most efficientmanner. By exploiting our strengths in strong partner relationships and customer supportwe plan to remain a profitable and growing Company.

PROJECTS:

Your Company is setting up a greenfield surfactants project with an annual installedcapacity of 30000 Tonnes in Naidupeta Andhra Pradesh. The estimated project capitaloutlay for the same is approximately Rs.70 Crores. The Company will contribute one thirdof the planned capital outlay out of surplus funds and the balance by way of a term loan.We expect to commence commercial production by third quarter 2019.

CAUTIONARY STATEMENT:

The statements made in the report describe the company's objectives projectionsestimates expectations and predictions which may be "forward lookingstatements" within the meaning of the applicable securities laws and regulations. Theannual results can differ materially from those expressed or implied depending on theeconomic conditions Government Policies and other incidental factors and developments.

SHARE CAPITAL:

The paid up equity share capital as on 31st March 2018 was Rs.5.84 crores. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

DIRECTORS:

i) As per the provisions of Companies Act 2013 Ms. Tara Parthasarathy (DIN.07121058)retires by rotation at the ensuing Annual General Meeting and being eligible offeredherself for re-appointment.

ii) Mrs. Indira Sundararajan (DIN. 00092203) ceased to be the Managing Director of theCompany with effect from 09.05.2018 by virtue of operation of law [provision of Section196 (3) (a) of Companies Act 2013 attaining age 70] and will continue to remain as Non -Executive Director and Vice Chairperson of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors had furnished to the Company a declaration under section149 (7) of the Companies Act 2013 stating that they meet criteria of independence asprovided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

MEETINGS:

During the year five Board meetings and five Audit Committee meetings were convenedand held. The details are given in the Corporate Governance Report. The intervening gapbetween the meetings was within the period prescribed under Companies Act 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 an annual performanceevaluation of the performance of the Board the Directors individually as well as theevaluation of Board Committees was carried out.

The performance of Chairman of the Board was reviewed by the Independent Directorstaking into account the views of the Executive Directors. The parameters considered wereleadership ability adherence to corporate governance practices etc.

The performance evaluation of the Non Independent Directors was carried out by theentire Board of Directors (excluding the Director being evaluated). The Parametersconsidered were compliance to regulation and statutes with due emphasis on corporategovernance technical competence contribution to discussion on strategy / performancemotivating and reviewing key employees etc.

The Independent Directors have assessed the quality quantity and timeliness of flow ofinformation between the Company management and the Board.

The evaluation of Independent Directors was done by the entire Board of Directors(excluding the Independent Director being evaluated). They are evaluated on variousparameters viz. participation in Board and Committee meetings value addition todiscussions on strategy objectivity and independence of views suggesting in bestpractices and new perspectives from their experience etc.

The evaluation process was conducted through a format of questionnaire with provisionfor rating on a scale from 1 to 5 (5 being the highest and 1 being the lowest).

POLICIES:

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated theformulation of certain policies for all listed companies. In compliance with the same theCompany has formulated the policies. The corporate governance policies viz. Policy onRelated Party Transactions Corporate Social Responsibility Policy Policy on BoardDiversity Policy on Disclosure of Material Event / Information Code of Fair Disclosureunder SEBI (Prohibition of Insider Trading) Regulations 2015 Whistle Blower Policy etc.are available on our Company's website: www.ultramarinepigments.net.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualification positive attributes independence of a directorand other matters provided under sub - section (3) of Section 178 of the Companies Act2013 was framed on the recommendation of Nomination and Remuneration Committee andapproved by the Board.

The key objective of this policy is selection appointment of and remuneration to KeyManagerial Personnel Directors and Senior Management Personnel. The said policy is givenas Annexure - 1 to the Director's Report.

RISK MANAGEMENT POLICY:

A Risk Management Policy was framed and approved by the Board. The objective of thispolicy is to minimize the adverse impact of various risks on business goals and objectivesand enhancement of the value of stakeholders. The risk management process is reviewed bythe Audit Committee and their suggestion and observation are implemented.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The vigil mechanism of the Company incorporates a whistle blower policy in terms oflisting agreement (now SEBI Listing Regulations) with Stock Exchange. Through this policyit aims to provide an avenue for employees to raise their concerns on any violation oflegal or regulatory requirements fraud misfeasance misrepresentation of financialstatements and reports.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18. No. of complaints received: Nil No. of complaints disposed off:NA

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134 (5) of the Companies Act 2013 the Directorsconfirm that.

i] in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.

ii] appropriate accounting policies have been selected and applied and such judgmentand estimates have been made that are reasonable and prudent so as to give true and fairview of the state of affairs of the company as at March 31 2018 and of the profit of thecompany for the year ended that date.

iii] proper and sufficient care has been taken 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

iv] the annual accounts have been prepared on a "going concern" basis.

v] that proper internal financial controls are laid down and are adequate and operatingeffectively.

vi] that proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems are adequate and operating effectively.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:

Particulars of loans and investments are provided in the financial statements (Pleaserefer Note 6711 & 15 to the financial statement).

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions entered into by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for the transactions whichwere foreseen and repetitive in nature. The transactions for which omnibus approval wasrequired were placed before the Audit Committee and Board for their review and approval.

A policy on the Related Party Transactions was framed approved by the Board and postedon the Company's website www.ultramarinepigments.net.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC - 2 is not applicable.

STATEMENT PURSUANT TO SEBI LISTING REGULATIONS:

The Company's shares are listed with Bombay Stock Exchange Ltd. Your Company has paidthe respective annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE:

A report on Corporate Governance is annexed herewith. As required by Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditor'sCertificate on Corporate Governance is enclosed to the Board's Report.

STATEMENT SHOWING UNCLAIMED DIVIDEND AS ON MARCH 31 2018:

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend/ unclaimed account required to be transferred by the Company to InvestorEducation and Protection Fund (IEPF) established by the Central Government under theprovisions of Section 125 of the Companies Act 2013. The unclaimed amounts along withtheir due dates for transfer to IEPF is mentioned below:

Sl.

No.

Year Nature Dividend Amount per Share (in ') Amount of unclaimed dividend as on March 31 2018 (?) Due date to transfer unclaimed dividend amount to IEPF [IEPF rule 3(1)]
1 2010-11 Final 3.00 462873 15/10/2018
2 2011-12 Final 3.00 470010 25/10/2019
3 2012-13 Final 2.25 511108 14/09/2020
4 2013-14 Final 2.50 767400 17/10/2021
5 2014-15 Final 3.00 1024905 17/10/2022
6 2015-16 Interim 3.50 1287094 02/06/2023
7 2016 -17 Final 4.00 1475028 22/10/2024

The details of unclaimed dividend are available on the Company's website:www.ultramarinepigments.net/ investors/ investors information

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions under Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Amendment Rules 2017 shares in respect of which dividendwere not claimed by the shareholders for seven consecutive years have been transferred toInvestor Education and Protection Fund (IEPF).

80608 shares were transferred to IEPF on 25.11.2017.

The details are posted in the Company's website: www.ultramarinepigments.net /investors/ investors information.

DETAILS RELATING TO DEMATERIALISED UNCLAIMED SUSPENSE ACCOUNT:

Aggregate no. of Shareholders at the beginning of the year No. of Shares No. of Shareholders approached for transfer of shares from suspense account No. of shareholders to whom shares were transferred from suspense account during the year Aggregate no. of Shareholders at the end of the year No. of Shares
16 102800 Nil Nil 16 102800

The voting rights on the abovementioned shares shall remain frozen till the rightfulowner of such shares claims the shares.

AUDITORS:

As per the notification of Ministry of Corporate Affairs dated 7th May2018 proviso to Section 139 (1) of the Companies Act 2013 (placing the ratification ofappointment of auditors at every Annual General Meeting) has been omitted with immediateeffect. Accordingly ratification of appointment of M/s. Brahmayya & Co. CharteredAccountants Chennai statutory auditors is not required to be placed before theShareholders at the forthcoming Annual General Meeting (AGM) of the Company. M/s.Brahmayya & Co was appointed as statutory auditors at the AGM held on 7thAugust 2014 to hold office from the conclusion of the meeting till the conclusion ofAnnual General Meeting to be held in the year 2019.

COST AUDIT:

The Company is covered under the audit of cost accounting records relating to theproducts of the Company. Mr. G. Sundaresan Cost Accountant (Membership no.11733) has beenappointed as Cost auditor for the financial year 2017-18.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 the Company hasappointed M/s. R.M. Mimani & Associates LLP a firm of Company Secretaries in practiceas Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarialaudit report in Form MR- 3 is given in Annexure -2 to this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT- 9 are given inAnnexure - 3 to this report. PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Companies Act 2013 read with Rule5(1)(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company are given in Annexure - 4 & 5 tothis report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required to be included in terms of section 134(3)(m) of the CompaniesAct 2013 with regard to Conservation of Energy Technology absorption Foreign Exchangeearnings and outgo are given in Annexure - 6 to this report.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY:

A report on CSR initiatives of the Company and CSR policy are given in Annexure - 7 tothis report.

ACKNOWLEDGEMENT:

Your Directors thank the various Central and State Government DepartmentsOrganisations and Agencies for the co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. shareholders customersdealers vendors banks for their support. The Directors place on record their sincereappreciation of all employees of the Company for their commitment and continuedcontribution to the Company.

On Behalf of the Board
For Ultramarine & Pigments Limited
Tara Parthasarathy R. Senthil Kumar
Place: Chennai Joint Managing Director Whole - time Director
Date : 30th May 2018 [DIN:07121058] [DIN: 07506927]

Annexure - 1

ANNEXURE - DIRECTOR'S REPORT

Nomination and Remuneration Policy Objectives:

The Key Objectives of the Committee and the Policy:

a) to guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) to recommend to the Board remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

Remuneration Policy:

Managing Director (s) Whole time Director

Non - Executive and Independent Directors

Nomination and Remuneration Committee shall recommend the remuneration including thecommission based on the net profits of the Company for the Executive and Non - ExecutiveDirectors. This will then be approved by the Board and shareholders. Prior approval ofshareholders will be obtained wherever applicable.

The Company pays remuneration by way of salary perquisites and allowances (fixedcomponent) to Managing Director(s) and Whole - time Director. Remuneration is paid withinthe ceiling approved by the Shareholders.

The remuneration paid to Executive Directors is determined keeping in view the industrybenchmark and the relative performance of the Company to the industry performance.Perquisites and retirement benefits are paid according to the Company policy as applicableto all employees.

Independent Non-Executive Directors are appointed for their professional expertise intheir individual capacity as independent professionals. Independent NonExecutive Directorsreceive sitting fees for attending the meeting of the Board and Board Committees andcommission if any payable on the net profit of the Company as per the ceiling prescribedunder Companies Act 2013.

CEO COO CFO CS and Senior Management Personnel

The remuneration of CEO COO CFO CS and senior management largely consists of basicsalary perquisites allowances and performance incentives. Perquisites and retirementbenefits are paid according to the Company policy subject to prescribed statutoryceiling.

The components of the total remuneration vary for different grades and are governed bythe industry pattern qualification & experience/merits performance of each employee.The Company while deciding the remuneration package takes into consideration currentemployment scenario and remuneration package of the industry as a whole.

Annexure - 4

Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

i) Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2017-18.

Sl. No. Name of the Director Designation Ratio of remuneration of each Director to median remuneration of employees
1. Indira Sundararajan Vice Chairperson and Managing Director 97:1
2. Tara Parthasarathy Joint Managing Director 28:1
3. R. Senthil Kumar Whole-time Director 20:1

ii) The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer and Company Secretary or manager during the financialyear 2017-18.

Sl. No. Name Designation Percentage increase in remuneration
1. Indira Sundararajan Vice Chairperson and Managing Director 16.74
2. Tara Parthasarathy Joint Managing Director (22.96)
3. R. Senthil Kumar Whole -time Director 88.21
4. S. Ramanan Chief Financial Officer 14.80
5. Kishore Kumar Sahoo Company Secretary 9.79

iii) The percentage increase in the median remuneration of Employees in thefinancial year is 2.61%.

iv) The Company has 1004 permanent employees on the rolls of Company as on 31stMarch 2018.

v) Relationship between average increase in remuneration and Company's performance:

The profit before tax for the financial year ended 31st March 2018 increased by 32%whereas the average increase in remuneration was 22%.

vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Sl. No. Particulars Year (2017 - 18) Year(2016 - 17) Percentage of increase/ decrease
1. Sales 27736 25541 8.59%
2. Profit before tax 6341 4818 32%
3. Remuneration of the KMP 372 334 12%

vii) Market capitalization and price earnings ratio details are as under:

Particulars As on 31.03.2018 As on 31.03.2017 Increase / (Decrease) (%)
Price Earnings Ratio 18.39 16.58 10.92
Market Capitalization ( ' in Crore) 802.85 538.45 49.10

The Company has not made any public issue of shares.

viii) Average percentage increase in the salaries of employees other than themanagerial personnel in the financial year is 18.89% whereas the increase in themanagerial remuneration was 11.48%.

ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company.

Name of Key Managerial Personnel Designation Percentage increase in Remuneration Percentage of increase in performance
1. Indira Sundararajan Vice Chairperson and Managing Director 16.74 8.59%
2. Tara Parthasarathy Joint Managing Director (22.96) 8.59%
3. R. Senthil Kumar Whole - time Director 88.21 8.59%
4. S. Ramanan Chief Financial Officer 14.80 8.59%
5. Kishore Kumar Sahoo Company Secretary 9.79 8.59%

x) The key parameter for any variable component of remuneration availed by ManagingDirectors:

Only Commission is payable in addition to monthly remuneration. The Commission is basedon the performance of the Company and is paid upon recommendation of Nomination andRemuneration Committee. Variable compensation is payable to a Whole-time director of theCompany.

xi) The ratio of the remuneration of the highest paid Director to that of theEmployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year: Not Applicable

xii) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

Annexure - 5

Details of employees pursuant to Section 197 of the Companies Act 2013 read with Rule5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rule 2014.

Sl. No. Name of Employee Age in Years Qualification and Experience Designation Remuneration (?) Percentage of equity shares held in the Company Date of commencement of employment Last Employment held
1. Ms. Indira Sundararajan 70 B.Sc. Tech 26 yrs Vice Chairperson and Managing Director 21880507 3.67 01.07.2003 Thirumalai Chemicals Ltd.
2. Ms. Tara Parthasarathy 32 B Tech Master of Environmental Management (MEM) 8 Yrs Joint Managing Director 6308016 0.07 16.03.2015 World Resources Institute Bangalore
3. Mr. R. Senthil Kumar 51 Science Graduate 29 yrs Whole - time Director 4497243 0.00 20.07.1988 Ultramarine & Pigments Ltd. as General Manager- Operations

Notes:

1) Remuneration includes Company's contribution to Provident Fund Medical BenefitsLeave Travel Allowance and commission payable etc.

2) Nature of employment is contractual.

On Behalf of the Board

For Ultramarine & Pigments Limited

Tara Parthasarathy R. Senthil Kumar
Place: Chennai Joint Managing Director Whole - time Director
Date : 30th May 2018 [DIN:07121058] [DIN:07506927]

Annexure - 6

Information as per Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014

I CONSERVATION OF ENERGY

a) Energy saving systems are incorporated wherever necessary and energy savings areattempted continuously.

b) Existing energy saving systems are properly utilised and further devices are addedwhenever necessary.

FUEL CONSUMPTION (POWER & FUEL)

UNITS YEAR ENDING 31.03.2018 YEAR ENDING 31.03.2017
1. ELECTRICITY
a) Purchased Units KW /HR 6635406 6287465
Total amount paid 54188199 51944427
Rate/ Unit 8.17 8.26
b) Own Generation
Through Windmill KW/HR 4658947 1069335
Through Solar KW/HR 258599 160143
Through DG KW/HR 153974 154262
Unit / Litre of Diesel Oil KW/HR 3.31 3.29
Cost Per Unit 18.26 16.67
2. COAL AND COKE
Coal & Coke &Pet Coke 30435158 31528820
Coal & Coke &Pet Coke Tons 1407 1976
Rate / Ton 21625 15955
3. FURNACE OIL/ DIESEL / SKO ETC
Furnace Oil / Diesel / SKO Etc. KL 1299 1236
Total amount 46926680 38507280
Rate / KL 36135 31308
4. RESEARCH & DEVELOPMENT EXPENDITURE ON R&D
i) Capital 1742218 4527487
ii) Recurring 11238310 13577108
iii) Total 12980528 18104595
iv) Total R&D Expenditure as a percentage of total turnover 0.47% 0.71%

II. TECHNOLOGY ABSORPTION ADAPTATION INNOVATION

Your Company is taking initiatives for improving the quality of all products andservices by absorbing new technologies in product / process developments throughmodernization and also by cost-effective methods/ processes.

III. FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company is constantly exploring new markets to enhance the exports of itsproducts. in spite of stiff competition faced in the international market vigorousefforts are being made to enhance our revenue from IT-Enabled Services Division. Earningsin Foreign Exchange from Exports and Services are given in Notes to financial statements.