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Directors Report of Coastal Corporation Ltd.

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their Thirty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2018 and the report of the Auditors thereon.

1. FINANCIAL SUMMARY (STANDALONE) (Rs. in Lakhs)

Particulars

Year Ended 31.03.2018 Rs.

Year Ended 31.03.2017 Rs.

Revenue from Operations

50695.54

47163.50

Other Income

305.43

252.80

Total Income

51000.97

47416.30

Profit before Taxation

3893.52

2174.01

Current Tax

1385.00

820.00

Deferred Tax Credit/(Charge)

1.99

13.59

Profit After Tax(PAT)

2506.53

1340.42

Total Other Comprehensive Income net of tax

(8.63)

89.46

Total Other Comprehensive Income for the year net of tax

2497.90

1429.88

Earnings Per Equity Shares of the Face Value of Rs. 10/- each: Basic & Diluted

98.26

56.25

2. DIVIDEND

The interim dividend of Rs.1.50/- per share declared by the Board of Directors of the Company on 7th April 2018, on 25,42,200 equity shares of Rs.10/- each paid to the shareholders, be and is hereby approved as final dividend for the year ended 31 March 2018.

3. AWARDS & RECOGNITIONS

Your Company was presented FIEO Regional Export Award for the year 2015-16 under the Category of “Top Multi Product Exporter in Andhra Pradesh (Silver) on 18th January, 2018 by Shri.M. Venkaiah Naidu, Hon’ble Vice President of India.

During the year under review the company has also received “SILVER” rating under Zero Effect - Zero Defect certification scheme of Ministry of Micro, Small & Medium Enterprises.

4. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

Continental Fisheries India Private Limited

Continental Fisheries India Private Limited is a wholly owned subsidiary of the Company. The operational performance of the Company is as below:

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Revenue from operations

3150.99

nil

Profit for the year after meeting all expenses

(before Interest, Depreciation & Tax)

61.82

(5.08)

Less:

Interest

51.85

Depreciation and other write offs

6.60

5.95

Deffered Tax

1.49

0.53

Net Profit/Loss

1.88

(11.56)

Seacrest Seafoods Inc.

Seacrest Seafoods Inc. is a Wholly Owned Subsidiary of the Company which has been established in the Year 2015 in the State of Delaware, U.S.A, with an objective to import and sell sea foods in the American Markets. The operational performance of the Company is as below:

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Revenue from operations

8481.78

4719.89

Profit for the year after meeting all expenses (before Interest, Depreciation & Tax)

339.19

108.50

Less:Operating expenses

459.06

467.58

Net Loss

(119.77)

(359.08)

The Statement containing the salient features of the financial statement of Subsidiaries as per subsection (3) of Section 129 of the Companies Act, 2013 in Form AOC - 1 is herewith annexed as Annexure - 1 to this report.

5. NUMBER OF MEETINGS OF THE BOARD

Four (4) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(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 Statements in this Annual Report.

7. DEPOSITS

The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

8. STATUTORY AUDITORS

M/s. K.P. Rao & Co, Chartered Accountants, Bangalore (Firm Reg. No. 03135S) will be re-appointed as Statutory Auditors, to hold office from the conclusion of this Annual General Meeting till the next Annual General Meeting. The Auditor’s observations are suitably explained in notes to the Accounts and are self-explanatory.

9. 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 has appointed M/s. ASN Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-3 to this report.

10. INTERNAL AUDITORS

The Board of Directors based on the recommendations of the Audit Committee have appointed M/s. K.P Rao Associates, Chartered Accountants, Hyderabad for the financial year 2018-19, who has to act in an independent manner and also responsible for regulatory and legal requirements relating to operational processes and internal systems.

11. CREDIT & GUARANTEE FACILITIES

The Company has been availing Packing Credit limits and Term Loan and other facilities from Bank of India, Main Branch, Visakhapatnam.

12. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-4 to this report.

13. MANAGEMENT DISCUSSION ANALYSIS

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as “Annexure 5” to this report.

14. CORPORATE GOVERNANCE

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2017-18 and a Certificate from the Statutory Auditors of the Company are furnished which form part of this Annual Report as Annexure - 6 & 7.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook projects like sanitation development, facilitating pure drinking water, health care to the identified rural areas around the factory at Yelamanchili, Andhra Pradesh.

The Report on CSR activities is annexed herewith as Annexure-8 to this report. The CSR Policy is posted on the website of the Company.

16. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the Form No. MGT - 9 is appended as Annexure-9 to the Board’s report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors has appointed Mr. Kalyanaraman P.R as an Additional Director (Non- Executive Independent Category) of the Company who holds office till the ensuing Annual General Meeting. The Board based on the recommendation of Nomination and Remuneration Committee considered the appointment of Mr. Kalyanaraman P.R as an Independent Director subject to the approval of shareholders. Accordingly a resolution seeking approval of shareholders for his appointment as an Independent Director for a period of five years is included at Item No. 5 of the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Jeeja Valsaraj, Director of the Company retire by rotation and being eligible, have offered herself for re appointment.

All the Independent Directors have given declarations stating that they meet the criteria of independence as per the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There was no resignation / appointment and removal of any Key Managerial Personnel during the year.

Shri. S. Rajaram has resigned to the position of Independent Director of the Company w.e.f. 13th February, 2018.

A brief profile of the Directors of the Company is annexed herewith as Annexure-10 to this report.

18. PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as Annexure - 11 to this report.

19. DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF THE COMPANIES ACT, 2013

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the financial year 2017-18 have been prepared on a going concern basis;

(e) The directors have laid down internal financial controls, which are adequate and are operating effectively; and

(f) The directors have devised proper systems to ensure compliance.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS OR TRIBUNALS

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

21. MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2017-18 of the Company and the date of the report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company (www.coastalcorp.co.in).

23. RISK MANAGEMENT

The Company reviews the process of risk management in your Company. Risk management is interlinked with the annual planning exercise. During the year, the Company manages monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

24. POLICY ON DIRECTORS’ APPOINTMENTS AND REMUNERATION, INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, ETC.

Policy on Director’s Appointment and Remuneration and other matters

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board the same and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The remuneration determined for Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive Directors are compensated partly by way of salary and partly by way of profit sharing percentage and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.

The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

The details of Policy on Directors’ appointment and Remuneration (i.e. Nomination and Remuneration Policy), and the criteria for determining qualifications, positive attributes, independence of directors are included in the Report on Corporate Governance forming part of the Board’s Report. Further, the information about the elements of remuneration package of individual directors is provided in the extract of the Annual Return in Form MGT-9 enclosed herewith the Board’s Report.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

An exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

27. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action. The Committee aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. During the year there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. 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 quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company’s vision. Your Company appreciates the spirit of its dedicated employees.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. K. Venkateswara Rao, Mr. M.V. Suryanarayana and Mr. Kalyanaraman P.R, Independent Directors of the company had submitted their declaration that they meet the criteria of independence as per Section149 (6) of the Companies Act, 2013.

30. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

31. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for their excellent support and cooperation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

On behalf of the Board

For COASTAL CORPORATION LIMITED

Sd/-

(T. VALSARAJ)

MANAGING DIRECTOR

Sd/-

Place: Visakhapatnam (G.V.V. SATYANARAYANA)

Date: 31.07.2018 DIRECTOR-FINANCE


Mar 31, 2014

The Members

Coastal Corporation Limited

Visakhapatnam.

The Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2014 and the report of the Auditors thereon.

1. FINANCIAL RESULTS :

Year Ended Year Ended 31.03.2014 31.03.2013 Rs. Rs.

Sales 206,06,04,498 143,14,60,283

Interest 22,05,238 5,32,501

Other Income including Operating Income 24,06,80,401 15,41,28,435

Total Income 230,34,90,137 158,61,21,219

Less : Expenditure 212,22,23,435 149,38,20,496

Profit before Depreciation and Taxation 18,12,66,702 9,23,00,723

Less : Depreciation 1,56,34,498 1,00,19,198

Profit before Taxation 16,56,32,204 8,22,81,525

Less: Provision for Tax 5,66,90,231 3,01,90,639

Less: Prior Period Adjustments 21,926 5,890

Net Profit After Ta x & Prior period adjustments (a 10,89,20,048 5,20,84,996

Balance brought forward from last year(b) 10,30,86,063 7,40,01,067

Less : Transfer to General Reserve(c) 1,60,00,000 1,00,00,000

Less : Transfer to Capital Redemption Reserve(d) - 1,30,00,000

Balance Carried to Balance Sheet(a b-c-d) 19,60,06,111 10,30,86,063



2. REVIEW OF OPERATIONS :

During the year under review, the Company has earned an income of Rs. 230,34,90,137/- as compared to Rs 158,61,21,219/- during the previous year and the expenditure incurred amounted to Rs.212,22,23,435/- as against Rs. 149,38,20,497/- during the previous year. The deprecia- tion provided for the reporting year was Rs.1,56,34,498/- as compared to Rs. 1,00,19,198/- during the previous year. Hence, Net Profit after tax was amounted to Rs.10,89,20,048/- as compared to Rs. 5,20,84,995/- during the previous year. The Company has achieved these results by availing the opportunities in export of marine products to various countries and maintaining the stabilized dollar value.

Still, the efforts of Managerial Directors & Key Managerial Personnel have been continuing for effective operations and increasing the business of the company by improving the exports to various countries. The Company has identified viable parties for increasing the exports and the business of the company by adding more products for exporting to various other countries. Further, the Company has taken the necessary steps to add more new business activities of tuna fishing, processing and exporting to USA, Europe and Japan after acquiring the company as fully owned subsidiary company. Hence, the Company expects more business and prof- its in the years to come.

3. DIVIDEND:

The Company has not recommended any dividend in view of maintaining sound cash liquidity position for immediate requirements of the business, working capital for increasing the busi- ness of the Company and also to maintain the debt equity ratio for availing more loan/credit facilities from the banks and financial institutions from time to time.

4. CREDIT & GUARANTEE FACILITIES:

The Company has been availing Packing Credit limits and Term Loan and other facilities from Bank of India, Main Branch, Visakhapatnam.

5. AWARDS/CERTIFICATIONS:

CRISIL has assigned CRISIL BBB-/Stable Credit Rating for Bank Loan facilities for Long Term Loan and CRISIL A3 Credit Rating for short term Loan facilities provided by the Bank.

6. DEPOSITS:

The Company has not accepted any Deposits from the public attracting the provisions of Section 58A of the Companies Act, 1956 during the financial year.

7. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

8. EMPLOYEE RELATIONS:-

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company has been in touch relating to recruitment of required personnel from time to time.

9. PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Particulars of employees as required by the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given as your Company has not paid any remuneration attracting these provisions.

10. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC:

Your Company continues to explore all possible avenues to reduce energy consumption.

As your Company is covered in the Schedule to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form ''A'' are furnished as an Annexure-I.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided as under :

Particulars 2013-2014 2012-2013 Rs. Rs.

Foreign Exchange Earnings (FOB) 1,98,31,86,504/- 96,26,31,954/-

Expenditure incurred in Foreign Currency :

1. Antidumping Fee 5,86,70,529/- 95,96,139/-

2. Marine Rejection Insurance 32,86,130/- 52,51,320/-

3. Export Claims 2,97,438/- 6,78,566/-

4. Commission 3,62,495/- 3,32,247/-

5. B.A.P. Audit fee 3,49,377/- 2,95,994/-

6. Travelling Expenses 8,55,979/- 1,12,168/-

7.Shrimp Council Sponsorships USA 191,729/- Nil

8. Avalon Risk Management insurance Agency LLC 43,54,761/- Nil

9. Imported Spares (including for Capital Goods spares worth of Rs. 23,06,880/- have been received) 1,07,80,234/- Nil

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit or loss of your Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and;

iv. The Directors had prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

13. DIRECTORS:

(a) Pursuant to the provisions of Section 152 of the Companies Act, 2013(the Act") and the Articles of Association of the Company Smt. Jeeja Valsaraj retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. Notice convening the Annual General Meeting includes the proposal for his re -appointment as a Director

(b) As on the date of this report, the Company''s Board consists of the following Non-Execu- tive Independent Directors:

1. Sri Sirangu Rajaram

2. Prof.Kamireddi Venkateswara Rao

3. Sri Dilip Anant Biwalkar

The Period of office of the above mentioned Directors was liable to determination by retirement of Directors by rotation under the erstwhile Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the aforementioned Directors are being eligible and offer themselves for appointment, are proposed to be appointed as Indepen- dent Directors for a term of 5 (Five) consecutive years commencing upto 29th September, 2019.

Brief profile of the proposed appointees together with other disclosures in terms of clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 33rd Annual General Meeting.

14. Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has consti- tuted a CSR Committee. The Company has formulated a CSR Policy for adoption.

15. CORPORATE GOVERNANCE:

Corporate Governance is given as an Annexure-II.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion & Analysis is given as an Annexure-III

17. COMPLIANCE CERTIFICATE:

The Compliance Certificate referred to in the proviso to sub-Section (1) of Section 383A of the Companies Act, 1956 was obtained and enclosed as Annexure-IV.

18. INTERNAL AUDIT:

The Internal Audit of the Company is done by CA.R.S.V.Raman, Chartered Accountant, Visakhapatnam, who is acting in independent manner and also responsible for regulatory and legal requirements relating to operational processes and internal systems. He reports directly to the Board of Directors. His name has been recommended for re-appoint- ment as Internal Auditors of the company for the Financial Year 2014-15.

19. AUDITORS:

The present Statutory Auditors of the Company CA V.V.S. Bhagavan, Chartered Accountant, Hyderabad, (Membership No. 8571 ) retire at the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment. But, he has given his consent for appointment of M/s.K.P.Rao Associates, Chartered Accountants, Hyderabad due to organizational conve- nience. The Company has received a certificate to the effect that their appointment, if made, will be within the limits under Section 141 of the Companies Act, 2013. In view of this, the Board recommends the appointment of M/s.. K.P.Rao Associates, Chartered Accountants, Hyderabad as Statutory Auditors of the Company for the next 3 (Three) years from i.e. 2014-15 to 2016-17.

20. AUDITORS'' REPORT:

The Auditor''s Report is self Explanatory and does not require any comments from the Board of Directors.

21. COST ACCOUNTING RECORDS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and in terms of General Circular No. 15/2011 dated 11th April''2011 and with the prior approval of the Central Government, M/s. A.S.Rao&Co., Practicing Cost Accountants, Visakhapatnam were appointed as Cost Auditors of the Company to conduct audit of Cost Records of Packaged Food Prod- ucts for the year ended 31st March''2014, Cost Audit Reports would be submitted to the Central Government within the prescribed time.

Pursuant to Rule 5 of the Companies (Cost Audit Report) Rules, 2011 cost Audit Reports for Packaged Food Products for the year ended 31st March''2013 were filed with the Central Government.

22. STATUTORY COMPLIANCE:

The Company has complied with the concerned provisions relating to statutory compliance with regard to the affairs of the Company in all aspects.

23. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the continuous assistance and co- operation extended to your Company by the Customers, suppliers, dealers, Financial Institu- tions, Customs Authorities, Local Bodies, Overseas Bodies, other Corporate Bodies & Au- thorities and other Agencies. Your Directors also have pleasure in placing on record their appreciation for the assistance extended by the Company''s Bankers viz. Bank of India, Visakhapatnam. Your Directors also wish to acknowledge the continued support and confi- dence reposed in the management by the shareholders. Your Directors also wish to place on record and sincerely acknowledge the services rendered by the employees at all levels. Thanks are also extended to our advisors, professionals, well-wishers and all other persons dealing with the Company.

By Order of the Board For COASTAL CORPORATION LIMITED

Sd/- (T. VALSARAJ) MANAGING DIRECTOR

Sd/- Place: Visakhapatnam (G.V.V. SATYANARAYANA) Date :30.08.2014 DIRECTOR-FINANCE


Mar 31, 2010

To The Members of Coastal Corporation Limited

The Directors have pleasure in presenting the TWENTY-NINTH Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31s1 March, 2010 and the report of the Auditors thereon.

1. FINANCIAL RESULTS :

Year Ended Year Ended 31.03.2010 31.03.2009

Sales 23,39,10,537.00 21,02,90,163-00

Work Contract Receipts -- --

Interest 95709-00 6,56,153-00

Other Income 3,78,67,066-00 2,94,95,419-00

Total Income 27,18,73,312-00 24,04,41,735-00

Less: Expenditure 25,98,78,808-00 23,25,00,443-00

Profit before Depreciation and Taxation 1,19,94,504-00 79,41,292-00

Tess: Depreciation 34,09,639-00 29,20,934-00

Profit before Taxation 85,84,865-00 50,20,358-00

Less: Provision for Tax (15,51,909-00) (10,76,712.00)

Less: Prior Period Adjustments -- (9,22,982)

Net Profit for the Year 70,32,956.00 48,66,628-00

2. REVIEW OF OPERATIONS :

During the year under review, the Company has earned an income of Rs.27,18,73,312- 00 as compared to Rs.24,04,41,735-00 during the previous year and the expenditure incurred amounted to Rs.25,98,78,808-00 as against Rs.23,25,00,443-00 during the previous year. The depreciation provided for the reporting year was Rs.34,09,639-00 as compared to Rs.29,20,934-00 during the previous year. Hence, Net Profit after tax was amounted to Rs.70,32,956.00 as compared to Rs.48,66,628-00. during the previous year.

The efforts taken by the Directors as well as efficient and effective services given to its valuable customers is clearly evident with the rise of the turnover, the Company is continuing in the line of profit. However, your Directors have making all possible ways and means for increasing the business of the company and also striving to control Overheads. Hence, the Company expects more profits in the years to come.

3. DIVIDEND:

In view of meeting the working capital requirements for the business, the present financial scenario and also in order to conserve the resources for future requirements & plans, your Directors have not recommended any dividend for the financial year ended March 31, 2010.

4. PREFERENTIAL SHARES :

During the period under review the Company has issued and alloted 6.5% 13,00,000 (Thirteen lakhs) Redeemable Preference Shares of Rs. 10/- (Rupee Ten only) each at par.

5. CREDIT & GUARANTEE FACILITIES:

The Company has been availing Packing Credit limits and Term Loan facilities from Bank of India, Overseas Branch, Visakhapatnam from time to time and ICICI Bank Limited for other Term Loans for the business requirements.

6. DEPOSITS:

The Company has not invited or accepted any Deposits from the public during the Financial year.

7. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

8. EMPLOYEE RELATIONS:-

The Company has been in touch relating to recruitment of required personnel at all levels, for operations of the Company and to render services efficiently and effectively. The Board wishes to place on record their sincere appreciation to their employees at all levels for their commitment dedication for the growth and development of the Company.

9. PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Particulars of employees as required by the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies {Particulars of Employees) Rules, 1975 are not given as your Company has not paid any remuneration attracting these provisions.

10. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC:

Your Company continues to explore all possible avenues to reduce energy consumption.

As your Company is covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form ’A' are furnished as an annexure-1.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review, the Company has earned Foreign Exchange to the tune of Rs. 19,46,00,253/- (FOB) and has not incurred any amount in Foreign Exchange.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation on of the annual accounts for the year ended 31st March, 2009. the applicable accounting standards had been followed along with proper explanation relating to material departures ;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March, 2009 and of the profit or loss of your Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and;

iv. the Directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

13. THE BOARD:

The Board of Directors of the Company is duly constituted. Sri Venkateswara Rao Kamireddy, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of clause (g) to sub-section (1) of Section 274 of the Companies Act, 1956 and necessary declarations have been obtained from all the Directors in this regard.

14. CORPORATE GOVERNANCE:

Corporate Governance is given as an Annexure to the Directors Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

This has been dealt with in the separate Annexure to this Report.

16. COMPLIANCE CERTIFICATE:

The Compliance Certificate referred to in the proviso to sub-Section (1) of Section 383A of the Companies Act, 1956 was obtained.

17. AUDITORS:

The present Statutory-y Auditors of the Company Sri V.V.S. Bhagavan, Chartered Accountant, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment. The Company has received a letter from him to the effect that his appointment if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956 and that he is not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend the appointment of Sri V.V.S. Bhagavan, Chartered Accountant, Hyderabad as Statutory Auditors of the Company for the financial year 201D-11.

18. STATUTORY COMPLIANCE:

The Company has complied with the concerned provisions relating to statutory compliance with regard to the affairs of the Company in all aspects.

19. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the continuous assistance and co-operation extended to your Company by the Customers, suppliers, dealers, Bankers, Financial Institutions, Customs Authorities, Local Bodies, Overseas Bodies, other Corporate Bodies & Authorities and other Agencies. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the shareholders. Your Directors also wish to place on record and sincerely acknowledge the services rendered by the employees at all levels. Thanks are also extended to our advisors, professionals, well-wishers and all other persons dealing with the Company.

By Order of the Board

For COASTAL CORPORATION LIMITED

(T.VALSARAJ)

MANAGING DIRECTOR

Place :Visakhapatnam (G.V.V. SATYANARAYANA)

Date : 22.06.2010 DIRECTOR

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