The Directors have pleasure in presenting their 28th Annual report and theAudited Balance Sheet and Profit & Loss Accounts for the year ended March 31 2020.
RESULTS OF OPERATION
Operation Results of the Company for the year under review along with the figures forprevious year are as follows:
|Particulars ||Rupees in Lakh |
| ||2019-20 ||2018-19 |
|Net sales / Income from Operations ||4379.10 ||4260.88 |
|Other Income ||2.58 ||2.52 |
|Total Revenue ||4381.68 ||4263.40 |
|Total Expense ||4369.53 ||4223.11 |
|Profit Before Tax ||12.16 ||40.29 |
|Profit After Tax ||12.16 ||40.29 |
|Earnings Per Equity Share || || |
|1. Basic ||0.02 ||0.62 |
|2. Diluted ||0.02 ||0.62 |
In the year gone by Indian sea food export growth was good to a reasonable extent butthe export of Kerala region was declining for the last four years due to loss of fishingdays caused by floods lesser availability of raw materials and COVID 19 pandemic. Amidstthis scenario in the current financial year your company has able to achieve a growth of2.79% in exports and achieved a profit of 12.16 lakhs. Your Company continues with itsrigorous cost restructuring exercises and efficiency improvements which have resulted insignificant savings through continued focus on cost controls process efficiencies in allareas thereby enabling the Company to maintain profitable growth in the current economicsituation. No material changes and commitments have occurred after the closure of theFinancial Year 2019-20 till the date of this Report which would affect the financialposition of your Company. There has been no change in the nature of business of yourCompany.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of theamount available for appropriation.
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 ofemployees in accordance with the provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as 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.KC Thomas (DIN: 02239374) Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
(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.
(d) Key Managerial Personnel
Ms.Veena Vishwanath Bhandary Associate Member of The Institute of Company Secretariesof India bearing ACS No.61968 was appointed as Company Secretary and Compliance Officer ofthe company w.e.f July 18th 2020 on account of resignation of Mr. Benilal Odaton 15/06/2020 from the said position.
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 2019-20.
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 behaviour.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.
NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the financial year ie. 25/05/2019 10/08/201926/08/2019 12/11/2019 and 10/02/2020 the details of which are given in the corporategovernance report that forms part of this Annual Report. The intervening gap between anytwo meetings was within the period prescribed by the Companies Act 2013.
The performance evaluation of non Independent Directors is done by the IndependentDirectors of the company at their meeting held on 25-05-2019. The performance evaluationof Independent Directors is done by the entire Board of Directors excluding the directorbeing evaluated at the Board Meeting held on 25-05-2019. The performance evaluation of theBoard was carried out on a questionnaire template on the basis of criteria such as flow ofinformation to the Board effective role played by the Board in decision making etc. Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the nomination and remuneration committee. A separate meeting of IndependentDirectors of the Company was held during the year under review in which the membersevaluated the performance of the Chairman on the basis of criteria such as giving guidanceto the Board and ensuring the Independence of the Board etc. The performance of the Non-Independent Directors was also evaluated on the basis of their contribution to the Boarddeliberations.
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 Com- pany at the link:http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for-Re- muneration1.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 un- derreview:
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 opera- tions 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 2019-20 and the dateof 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 com- plaints received pursuant to the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RE- LATED PARTIES
All transactions entered by the Company during the financial year with relat- edparties were in the ordinary course of business and on an arm's length basis. During theyear the Company had not entered into any contract / arrangement / transaction withrelated parties which could be considered material. Your Directors drawn attention of themembers to Note 30 to the financial state- ment which sets out related partydisclosures.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECH- NOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Com-panies Act 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure3 to 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 2020 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. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profit ofthe Company for the year ended on that date;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate 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 are 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.
AUDITORS Statutory Auditors
Mr. Sabu Philip Chartered Accountant (Membership No 031708) Kottayam IndependentStatutory Auditor of the Company who was appointed to hold office till the conclusion ofthe Annual General Meeting to be held for the financial year 2021- 22 had given theirresignation on 25th August 2020 which resulted in casual vacancy on account ofresignation.
The Board of Directors of the company received the consent and declaration from M/s BSJ&Associates Chartered Accountants (Firm Registration No:010560S) expressing theirwillingness to be appointed as the Statutory Auditor of the company. Subsequently theBoard at its meeting held on 03rd September 2020 recommended the appointment ofM/s BSJ &Associates as Statutory Auditor in place of casual vacancy that arised due toresignation of Mr. Sabu Philip.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further qualification. The Auditors' Report does notcontain 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 2019-20 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 thecompany has complied with the provisions of applicable acts rules etc. the auditors madean observation. The Board's clarifications for the same are as 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. Similarly thecompany have no documentary proof of sending of notice of annual general meeting to theentire shareholders and the company has paid additional fee for delay in filing ofstatutory forms/ returns with Registrar of Companies and in some cases filingacknowledgments are not available. Regarding the filing of returns/ reports with stockexchanges/ other similar regulatory bodies the Company has not provided full documents/acknowledgments/ details of filing.
The company had taken action to update the registers required to be maintained underthe provisions of the Acts specifically applicable with the company. Also the companyshall take steps to ensure there is no delay in complying with the filing requirements.
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.
|Kochi ||For and on behalf of the Board of |
|03/09/2020 ||Directors |
| ||Sd/- |
| ||Ipe Mathew |
| ||Chairman (DIN 01546555) |