The Directors have pleasure in presenting their 29th Annual report and theAudited Balance Sheet and Profit & Loss Accounts for the year ended March 31 2021.
RESULTS OF OPERATION
Operation Results of the Company for the year under review along with the figures forprevious year are as follows:
| ||Rupees in Lakh || |
|Particulars ||2020-2021 ||2019-2020 |
|Net sales / Income from ||3377.82 ||4379.10 |
|Operations || || |
|Other Income ||2.84 ||2.58 |
|Total Revenue ||3380.66 ||4381.68 |
|Total Expense ||3423.62 ||4369.53 |
|Profit Before Tax ||(42.95) ||12.16 |
|Profit After Tax ||(42.95) ||12.16 |
|Earnings Per Equity Share || || |
|1. Basic ||(0.64) ||0.02 |
|2. Diluted ||(0.64) ||0.02 |
The operations of the Company were scaled down during the year due to issues associatedpandemic Covid-19 such as the lockdowns and difficulties in movement of GoodsAvailability of Labors etc. The effect of the same resulted in the reduction of Turnoverto Rs. 33.77 crores from Rs. 43.79 crores from the previous year and result in loss of Rs42.95 lakhs during the year .
Your Company continues with its rigorous cost restructuring exercises and efficiencyimprovements which have resulted in significant savings through continued focus on costcontrols process efficiencies in all areas thereby enabling the Company to maintainprofitable growth in the current economic scenario.
No material changes and commitments have occurred after the closure of the FinancialYear 2020-2021 till the date of this Report which would affect the financial position ofyour Company. There has been no change in the nature of business of your Company.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve since itincurs loss
Due to the inadequacy of profits your directors regret their inability to recommend anydividend for the year.
The Company has not accepted any deposits under Chapter-V of the Companies Act 2013.
SUBSIDIARIES JOINT VENTURES & ASSOCIATES
The Company is not having any subsidiary Joint Ventures and Associate Companies
PARTICULARS OF EMPLOYEES
During the year under review no employee of the Company was in receipt of remunerationrequiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure 1 to the Board's report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr.Mohanlal Viswanathan Nair (DIN: 00149939) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment.
Board hereby proposes the regularization of Independent Directors Mr. Sachu Rajan Eapen(Din: 08203820) and Mr. Ambrish Naresh Sampat (Din: 01969624) they were appointed as theAdditional Directors on 13/11/2020 due to the vacation of existing Independent directorsMr. Iype Mathew and Mr. Nath Ram from their office. Resolution for appointing them for theremaining tenure of 4 year will be proposed in the ensuing AGM and out of them Mr. SachuRajan Eapen will be appointed as the Chairman of the company.
(b) Declaration by an Independent Director
The Company has complied according to the provisions of Section 149(6) of the CompaniesAct 2013. The Company has also obtained declarations from all the Independent Directorspursuant to Section 149(7) of the Companies Act 2013.
(c) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and the directors individually.
The Composition of the Audit committee is disclosed in the corporate governance reportfor the purpose of Section 177(8) of the Companies Act 2013. All the recommendations madeby the Audit committee have been accepted by the Board.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees and investments under Section 186 of the Companies Act2013 during the year 2020-2021.
BUSINESS RISK MANAGEMENT
The details of Risk management policy are included in the Management Discussion &Analysis which forms part of this report.
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.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The company has put in place a mechanism of reporting illegal or unethical behavior.Employees are free to report violations of laws rules regulations or unethical conductto their immediate supervisor/notified persons. The policy is available on our website atthe link:http://uniroyalmarine.com/wp-content/uploads/2015/02/UME-Whistle-Blower-Policy-Vigil-Mechanism.pdf
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure 2 to the Board'sreport. And the previous year's annual return and MGT-7 filed with ROC is available in thecompany's website in http://uniroyalmarine.com/investor-relations.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year ie. On 30-06-2020 18-07-202024-08-2020 03-09-2020 24-10-2020 13-11-2020 and 13-02-2021 the details of which aregiven in the corporate governance report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
The performance evaluation of non Independent Directors is done by the IndependentDirectors of the company at their meeting held on 13-02-2021
The performance evaluation of Independent Directors is done by the entire Board ofDirectors excluding the director being evaluated at the Board Meeting held on 13-02-2021
The performance evaluation of the Board was carried out on a questionnaire template onthe basis of criteria such as flow of information to the Board effective role played bythe Board in decision making etc. The evaluation of all the directors and the Board as awhole was conducted based on the criteria and framework adopted by the Board. The Boardapproved the evaluation results as collated by the nomination and remuneration committee.
A separate meeting of Independent Directors of the Company was held during the yearunder review in which the members evaluated the performance of the Chairman on the basisof criteria such as giving guidance to the Board and ensuring the Independence of theBoard etc. The performance of the Non- Independent Directors was also evaluated on thebasis of their contribution to the Board deliberations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board is put up on the website of the Company at the link:http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for-Remuneration1.pdf
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Disclosure regarding remuneration or commission to Managing Director or theWhole-time Directors from subsidiaries not applicable since there is no subsidiaries.
4. There is no change in the nature of business.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
6. There are no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year 2020-2021 and thedate of this report.
Your Directors further state that the Company has in place an Anti Sexual HarassmentPolicy and has a committee for prevention of sexual harassment of women at work place. Allemployees (permanent contractual temporary trainees) are covered under this policy.During the year under review there were no complaints received pursuant to the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal ) Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material.
Your Directors drawn attention of the members to Note 32 to the financial statementwhich sets out related party disclosures.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure 3to the Board's report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
i. In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; ii. TheDirectors have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the loss of theCompany for the year ended on that date; iii. The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities. iv. The Directors have prepared the annualaccounts on a going concern basis. v. The Directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. vi. The Directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
During the year your Directors have adopted a Risk Management Policy which is intendedto formalize the risk management procedures the objective of which is identificationevaluating monitoring and minimizing identifiable risks. The risk management policy issuccessfully implemented by the company to protect the value of the Company on behalf ofthe shareholders.
M/s B S J & Associates Chartered Accountant (Firm Registration No.010560S)Ernakulam Independent Auditor of the Company who were appointed to hold office till theconclusion of the Annual General Meeting to be held for the financial year 2020-21 areeligible to continue the office. They have confirmed their eligibility to the effect thatreappointment if made would be within the prescribed limits under the Act and that theyare not disqualified. Hence board proposes to appoint them as the auditor for the year2021-2022.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further qualification. The Auditors' Report doesnot contain any qualification reservation or adverse remark.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (LODR) the auditors' certificate on corporate governance isenclosed as Annexure 4 to the Board's report.
Mr. Satheesh Kumar N of M/s. Satheesh & Remesh Practising Company SecretariesCochin was appointed to conduct the secretarial audit of the Company for the financialyear 2020-2021 as required under Section 204 of the Companies Act 2013 and Rules thereunder.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report issued by Mr. Satheesh Kumar N of M/s. Satheesh & RemeshPractising Company Secretaries Cochin Secretarial Auditor in Form No. MR -3 forms partof this Board Report and is annexed herewith as Annexure 5.
While confirming that the company has complied with the provisions of applicable actsrules etc. the auditors made an observation. The Board's clarifications for the same areas follows.
Regarding the laws specifically applicable to the Company the company has to updateits records and registers to be maintained under the respective Acts and provisions andalso not provided the copies of returns filed under the respective acts with respectiveauthorities. Similarly the company has no documentary proof of sending of notice of annualgeneral meeting to the entire shareholders. Regarding the filing of E- FORMS under theCompanies act 2013 the Company has not fully complied with the relevant provisions of theact. Regarding the filing of returns/ reports with stock exchanges/ other similarregulatory bodies the Company has not provided full documents/ acknowledgments/ detailsof filing and hence not able to comment on the Compliance of act with respect to thelisting agreement
The company had taken action to update the registers required to be maintained underthe provisions of the Acts specifically applicable with the company. The delay and defaultwas due to irregular working of office and changes in compliance officers due the pandemicand followed govt: restrictions and regulations.
MANAGEMENT DISCUSSION ANALYSIS
The management discussion and analysis of the financial conditions including the resultof the operations of the company for the year under review as required under Regulation34(e) of the SEBI (LODR) Regulations 2015 is separately attached with this report.
Your Directors wish to place on record their sincere gratitude especially to TheFederal Bank Ltd UCO Bank Government Authorities Central Excise Dept. MPEDA EIA andother statutory authorities customers suppliers and shareholders. Your Directors alsowish to thank all the employees for their co-operation.
|For and on behalf of the Board of Directors || |
| ||Sd/- |
|Kozhikode ||Anush K Thomas |
|30/08/2021 ||Managing Director (DIN 01254212 ) |