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Directors Report of Ultramarine & Pigments Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting the Fifty fourth Annual Report and the audited financial statement of the Company for financial year ended March 31, 2015.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2015 is summarized below:

Particulars Year ending Year ending 2014-2015 2013-2014

Gross Profit Before Finance Costs, Depreciation & Amortisation 3116 2816

Finance costs (49) (96)

Profit before Depreciation, Amortisation and Tax 3067 2720

Depreciation & Amortisation (315) (561)

Profit before Tax 2752 2159

Current Tax Expense (754) (755)

Profit after Current Tax 1998 1404

Provision for Deferred Tax (123) 37

Excess provision for earlier years /MAT Credit (1) (1)

Profit after Tax 1874 1440

Balance in Profit & Loss Account 4439 4093

Profit available for appropriation 6313 5532

Appropriations:

Dividend (876) (730)

Tax on Dividends (178) (124)

General Reserve --- (150)

Closing Balance 5259 4528

DIVIDEND:

Your Directors have recommended a Dividend of Rs. 3/- per share of the nominal value of Rs. 2/- each for the year ended March 31, 2015 [previous year Rs. 2.50/- Per Share of nominal value Rs. 2/-per share]. The payment of dividend together with the tax thereon absorbed a sum of Rs. 1054.33 Lakhs. The Dividend, if declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 14th August 2015.

SHARE CAPITAL:

The paid up equity share capital as on 31st March, 2015 was Rs. 5.84 crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DIRECTORS:

* As per the provisions of Companies Act, 2013, Mrs. Indira Sundararajan, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

* Following Directors of the Company were appointed as Independent Directors under the Provision of Section 149, 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rule, 2014, Schedule IV to the Companies Act, 2013 and clause 49 of the listing agreement subject to the approval of shareholders.

i. Mr. Navin M Ram appointed w.e.f 10th November, 2014

ii. Mr. S. Ragothaman appointed w.e.f 14th February, 2015

Notices have been received from members together with necessary deposits proposing the above directors appointment as Independent Director at the ensuing Annual General Meeting (AGM).

The above directors qualify to be appointed as Independent Directors of the Company. The directors if, appointed will hold office for five consecutive years with effect from the abovementioned date of their appointment. A detailed statement with respect to qualification and expertise of these Directors given in the Explanatory Statement to the Notice of Annual General Meeting.

* Ms. Tara Parthasarathy was appointed as an additional Director and Joint Managing Director with effect from 16th March, 2015 for a period of 5 years. She holds office until the date of ensuing Annual General Meeting. The Board recommends her appointment for the approval of the shareholders at the ensuing Annual General Meeting.

Declaration by Independent Directors.

All the Independent Directors had furnished to the Company a declaration under section 149 (7) of the Companies Act, 2013 stating that they meet criteria of independence as provided under section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

MEETINGS

During the year five Board meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the listing agreement, Board has carried out an annual performance evaluation of its own performance and the Directors individually. The manner in which the evaluation has been carried out are detailed below:

The performance evaluation of Chairman and Non Independent Directors was carried out by the Independent Directors. The Independent directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on director's appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub - section (3) of Section 178 of the Companies Act, 2013 was framed on the recommendation of Nomination and Remuneration Committee and approved by the Board. The key objective of this policy is selection, appointment of and remuneration to Key managerial personnel, Directors and senior management personnel. The said policy is given as Annexure - 1 to the Director's Report.

RISK MANAGEMENT POLICY

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks to business goals and objectives and to enhance the value of stakeholders.

VIGIL MECHANISM (Whistle blower policy)

The vigil mechanism of the Company incorporates a whistle blower policy in terms of listing agreement with Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134 (5) of the Companies Act, 2013, the Directors confirm that.

i] in the preparation of the annual accounts for the year ended March 31, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii] appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended that date.

iii] proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 operating effectively.

vi] that proper systems to ensure compliance with the provisions of all applicable laws have 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 (Please refer Note 3.9, 3.10 and 3.14 to the financial statement).

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions entered into 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.

Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and repetitive in nature. The transactions for which omnibus approval granted are 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 posted on the Company's website, www.ultramarinepigments.net.

The disclosure of Related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

FINANCE:

All taxes and statutory dues are being paid on time. The Company has been regular in making timely repayment of the loans and interest to Banks.

The surpluses in business are deployed in a prudent manner, considering the risk, reward and safety.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's shares are listed with Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees up-to-date and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is annexed herewith. As required by clause 49 of the listing agreement, the Auditor's Certificate on Corporate Governance is enclosed to the Board's Report.

AUDITORS

At the Annual General Meeting held on 7th August, 2014, M/s. CNK & Associates LLP, Chartered Accountants, Mumbai, statutory auditors who have completed its term of 10 years, were re-appointed as Joint auditors for a period of one year (financial year 2014 -15) and M/s. Brahmayya & Co., Chartered Accountants, Chennai were appointed for a period of 5 years (subject to the provision regarding ratification of appointment at every AGM).

M/s. CNK & Associates LLP the Statutory Auditors of the Company hold office as Joint Auditors until the conclusion of the ensuing AGM. They will be retiring at the conclusion of ensuing Annual General Meeting and they are not re- appointed consequent to the restriction prescribed under new Companies Act, 2013.

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rule, 2014, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Brahmayya & Co., Chartered Accountants, Chennai as statutory auditors is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re- appointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

COST AUDIT

The company is covered under the audit of cost accounting records relating to the products of the company. Mr. G. Sundaresan, Cost Accountant, has been appointed as Cost auditor for the financial year 2014-15.

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 has appointed R.M Mimani & Associates LLP, a firm of Company Secretaries in practice as Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial audit 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 is given in Annexure - 3 to this report.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Details of employee as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - 4 to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required to be included in terms of section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure - 5.

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

A report on CSR initiatives of the Company, CSR policy is given in Annexure -6.

ACKNOWLEDGEMENT

The Board acknowledges the support given by the employees for their collective contribution, Bankers and the shareholders for their continued support.

On Behalf of the Board For Ultramarine & Pigments Limited.,

R. SAMPATH Chairman and Managing Director [DIN:00092144]

Mumbai 27th May, 2015


Mar 31, 2014

To The Members of Ultramarine & Pigments Ltd.

The Directors have pleasure in present ng their FIFTYTHIRD ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31, 2014.



Rs in Lakhs

Financial Results FY 2013-14 FY 2012-13

Gross Profit Before Finance Costs, Depreciation & Amortisation 2816 2469

Finance costs (96) (156)

Profit before Depreciation, Amortisation and Tax 2720 2313

Depreciation & Amortisation (561) (576)

Profit before Tax 2159 1737

Current Tax Expense (755) (588)

Profit after Current Tax 1404 1149

Provision for Deferred Tax 37 15

Excess provision for earlier years /MAT Credit (1) 48

Profit after Tax 1439 1212

Balance in Profit & Loss Account 4093 3779

Profit available for appropriation 5532 4991

Appropriations:

Dividend (730) (657)

Tax on Dividends (124) (111)

General Reserve (150) (130)

Closing Balance 4528 4093



DIVIDEND

Your Directors have recommended a Dividend of Rs. 2.50/- per share of the nominal value of Rs.2/- each for the year ended March 31, 2014 [previous year Rs. 2.25/-Per Share of nominal value Rs 2/-per share]. The payment of dividend together with the tax thereon absorbed a sum of Rs. 854.06 Lakhs. The Dividend, if declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 14th August 2014.

DIRECTORS

Mr. S. Sridhar, Director of the Company, ret re by rotation at the ensuing Annual General Meeting and being eligible officer himself for re-appointment.

Following Directors of the Company, who are independent within the meaning of clause 49 of the listing agreement have been proposed to be appointed as Independent Directors under the Provision of Sect on 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under read with Schedule IV to the Companies Act, 2013 at the ensuing Annual General Meeting (AGM).

(i) Dr. Gopakumar G. Nair

(ii) Mr. Vinod G. Nehemiah

(iii) Mr. Nimish U. Patel

(iv) Mr. T.R Madhavan

The above Directors qualify to be appointed as Independent Directors of the Company. The Directors if, appointed will hold office for five consecutive years for a term up to Annual General Meeting for the year 2019. A detailed statement with respect to qualification and expert se of these Directors given in the Explanatory Statement to the Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 217 (2AA) of the Companies Act, 1956, the Directors confirm that.

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

ii) appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2014 and of the profit of the company for the year ended that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevent ng and detecting fraud and other irregularities, and

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

FINANCE:

All taxes and statutory dues are being paid on t me. The Company has been regular in making mely repayment of the loans and interest to Banks. The surpluses in business are deployed in a prudent manner, considering the risk, reward and safety.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s shares are listed with Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees up-to-date and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is annexed herewith. Auditor''s Certificate on the same is also annexed.

AUDITORS

M/s. CNK & Associates LLP (formerly M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants) the Statutory Auditors of the Company hold office until the conclusion of the ensuing AGM.

In terms of the provision of Sect on 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rule, 2014, The Audit Committee and Board has recommended the re-appointment of M/s. CNK & Associates LLP for the financial year 2014 -15 (from the conclusion of ensuing Annual General Meeting until the conclusion of Annual General Meeting for the year 2015) as Joint Auditors and appointment of M/s. Brahmmaya & Co., Chartered Accountants, Chennai for a period of 5 years from the conclusion of ensuing Annual General Meeting subject to the approval of the shareholders at the ensuing Annual General Meeting.

COST AUDIT

The company is covered under the audit of cost accounting records relating to the products of the company. Mr. G. Sundaresan, Cost Accountant has been appointed as Cost auditor for the financial year 2013-14.

PARTICULARS OF EMPLOYEES

The details of the remuneration of the Managing Director/ Whole-t me Executive Director is furnished in the corporate governance report.

There has been no employees drawing remuneration in excess of the limits prescribed under sect on 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be included in terms of sect on 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure.

ACKNOWLEDGEMENT

The Board acknowledges the support given by the employees for their collective contribution, Bankers and the shareholders for their continued support.



By Order of the Board

for ULTRAMARINE & PIGMENTS LTD.,



R. SAMPATH

Chairman & Managing Director



Chennai

27th May, 2014


Mar 31, 2013

To The Members of Ultramarine & Pigments Ltd.

The Directors have pleasure in presenting their FIFTY SECOND ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31, 2013.

(Rs. in Lakhs)

Year Year Financial Results ending ending 2012-2013 2011-2012

Gross Profit Before Finance Costs, Depreciation & Amortisation 2469 2548

Finance costs (156) (171)

Profit before Depreciation, Amortisation and Tax 2313 2376

Depreciation & Amortisation (576) (550)

Profit before Tax 1737 1826

Current Tax Expense (588) (371)

Profit after Current Tax 1149 1455

Deferred Tax Expenses (credit) 15 (257)

Excess provision for earlier years / MAT Credit 48 171

Profit after Tax 1212 1369

Balance in Profit & Loss Account 3779 3578

Profit available for appropriation 4991 4947

Appropriations:

Dividend (657) (876)

Tax on Dividends (111) (142)

General Reserve (130) (150)

Closing Balance 4093 3779

Dividend

Your Directors have recommended a Dividend of Rs. 2.25 per share of the nominal value of Rs. 2/- each for the year ended March 31, 2013 [previous year Rs. 3/- per share of nominal value Rs. 2/- per share]. The payment of dividend together with the tax thereon absorbed a sum of Rs. 768.66 Lakhs. The Dividend, if declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 15th July, 2013

Directors

Mr. S. Santhanam and Mr. Nimish PateL, Directors of the Company, retire by rotation at the ensuing AnnuaL General Meeting and being eLigibLe offer themseLves for re-appointment.

Mr. T. R. Madhavan was appointed as AdditionaL Director on the Board of the Company with effect from 29th March, 2013 in accordance with Section 260 of the Companies Act, 1956 and ArticLes of Association of the Company. Notices have been received from members pursuant to Section 257 of the Companies Act, 1956, together with necessary deposits proposing the appointment of Mr. T. R. Madhavan as Non-Executive Independent Director on the Board of the Company and he wiLL be LiabLe to retire by rotation.

Mr. T. R. Madhavan, is the former Executive Chairman of Centrum CapitaL Limited, prior to this he was the Managing Director of DhanLaxmi Bank Limited. He was with Bank of India for more than 30 years and was GeneraL Manager (credit) at the time of retirement.

His rich experience in banking and finance wiLL be of immense heLp to the Company.

Ms. K. R. Javeri ceased to be a Director during the year and the Board records its appreciation of the vaLuabLe contributions made during her tenure of service.

The Board appointed Mr. Vinod Nehemiah as a Director in the casuaL vacancy arising out of cessation of Ms. K. R. Javeri as Director. Mr. Vinod G. Nehemiah hoLds Masters in ChemicaL Engineering from Massachusetts Institute of TechnoLogy, Boston, USA, and worked as Research Scientist in a muLtinationaL Company and he is a first generation entrepreneur.

Directors'' Responsibility Statement

Pursuant to the provisions of Sec. 217 (2AA) of the Companies Act, 1956, the Directors confirm that.

i] in the preparation of the annuaL accounts for the year ended March 31, 2013 the appLicabLe accounting standards have been foLLowed aLong with proper expLanation reLating to materiaL departures.

ii] appropriate accounting poLicies have been seLected and appLied and such judgment and estimates have been made that are reasonabLe and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2013 and of the profit of the company for the year ended that date.

iii] proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irreguLarities, and

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

Finance

All taxes and statutory dues are being paid on time. The Company has been regular in making timely repayment of the loans and interest to Banks.

The surpluses in business are deployed in a prudent manner, considering the risk, reward and safety.

Statement Pursuant to Listing Agreement.

The Company''s shares are listed with Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees up-to-date and there are no arrears.

Report on Corporate Governance

A report on Corporate Governance is annexed herewith. Auditor''s Report on the same is also annexed.

Auditors

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing AGM. The notice convening the AGM is self-explanatory. They are eligible for reappointment.

Cost Audit

Pursuant to the recent order of the Central Government under Section 233B (1) of the Companies Act 1956, the company is bound to carry out an audit of cost accounting records relating to the products of the company. Mr. G. Sundaresan has been appointed as Cost auditor for the financial year 2012-13.

Particulars Of Employees

The details of the remuneration of the Managing Director/ Whole-time Executive Director is furnished in the corporate governance report.

There has been no employees drawing remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956.

Conservation of energy, technology absorption, foreign exchange earning and outgo

The particulars required to be included in terms of section 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure.

Acknowledgement

The Board acknowledges the support given by the employees for their collective contribution, Bankers and the shareholders for their continued support. By Order of the Board

for ULTRAMARINE & PIGMENTS LTD.

R. SAMPATH

Chairman & Managing Director

MUMBAI

Date: 24th May, 2013


Mar 31, 2012

To The Members of Ultramarine & Pigments Ltd.

The Directors have pleasure in presenting their FIFTY FIRST ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31, 2012.

(Rs in Lakhs) Year Year

Financial Results ending ending 2011-2012 2010-2011

Gross Profit Before Finance Costs, Depreciation & Amortisation 2548 2880

Finance costs (171) (41)

Profit before Depreciation, Amortisation and Tax 2376 2839

Depreciation & Amortisation (550) (427)

Profit before Tax 1826 2412

Current Tax Expense (371) (771)

Profit after Current Tax 1455 1641

Provision for Deferred Tax (257) 59

Excess provision for earlier years / MAT Credit 171 1

Profit after Tax 1369 1701

Balance in Profit & Loss Account 3578 3073

Profit available for appropriation 4947 4774 Appropriations:

Dividend (876) (876)

Tax on Dividends (142) (145)

General Reserve (150) (175)

Closing Balance 3779 3578

Dividend

Your Directors have recommended a Dividend of Rs 3/- per share of the nominal value of Rs 2/- each for the year ended March 31, 2012 [previous year Rs 3/- per share of nominal value Rs 2/- per share. The payment of dividend together with the tax thereon absorbed a sum of Rs 1018/- Lakhs. The Dividend, if declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 20th August 2012.

Directors

Dr. G. G. Nair and Ms. K. R. Javeri, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Directors' Responsibility Statement

Pursuant to the provisions of Sec. 217 (2AA) of the Companies Act, 1956, the Directors confirm that.

i] in the preparation of the annual accounts for the year ended March 31, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii] appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2012 and of the profit of the company for the year ended that date.

iii] proper and sufficient care has been taken for the maintenance of proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

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

Finance

All taxes and statutory dues are being paid on time. The Company has been regular in making timely repayment of the loans and interest to Banks.

The surpluses in business are deployed in a prudent manner, considering the risk, reward and safety.

Statement Pursuant to Listing Agreement.

The Company's shares are listed with Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees up-to-date and there are no arrears.

Report on Corporate Governance

A report on Corporate Governance is annexed herewith. Auditor's Report on the same is also annexed.

Auditors

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing AGM. The notice convening the AGM is self-explanatory. They are eligible for reappointment.

Cost Audit

Pursuant to the recent order of the Central Government under Section 233B (1) of the Companies Act 1956, the company is bound to carry out an audit of cost accounting records relating to the products of the company. Mr. G. Sundaresan has been appointed as Cost auditor for the financial year 2012-13.

Particulars Of Employees

The details of the remuneration of the Managing Director / Whole-time Executive Director is furnished in the corporate governance report.

There has been no Employees drawing remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956.

Conservation of energy, technology absorption, foreign exchange earning and outgo

The particulars required to be included in terms of section 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure.

Acknowledgement

The Board acknowledges the support given by the employees for their collective contribution, Bankers and the shareholders for their continued support.

By Order of the Board

for ULTRAMARINE & PIGMENTS LTD.

R. SAMPATH

Chairman & Managing Director

MUMBAI

Date: May 30, 2012


Mar 31, 2011

The Directors have pleasure in presenting their FIFTIETH ANNUAL REPORT AND AUDITED STATEMENT OF ACCOUNTS of the Company for the year ended March 31,2011.

(Rs. in Lakhs) Financial Results Year Year ending ending 2010-2011 2009-2010

Gross Profit Before Interest, 2880 2120

Finance Charges and Depreciation

Interest and Finance charges (41) (90)

Profit before Depreciation and Tax 2839 2030

Depreciation 427 (430)

Profit before Tax 2412 1600

Provision for Current Tax 771 (670)

Profit after Current Tax 1641 930

Provision for Deferred Tax 59 148

Excess provision for earlier years 1 Nil

Profit after Tax 1701 1078

Balance in Profit & Loss Account 3073 3160

Profit available for appropriation 4774 4238

Appropriations:

Dividend 876 876

Tax on Dividends 146 146

General Reserve 175 143

Balance carried forward 3577 3073

4774 4238

Dividend

Your Directors have recommended a Dividend of Rs. 3/-per share of the nominal value of Rs. 2/-each for the year ended March 31, 2011 [previous year Rs. 3/-Per Share of nominal value Rs. 2/-per share including Rs. 1 towards Golden Jubilee Year Dividend]. The payment of dividend together with the tax thereon absorbed a sum of Rs. 1022/-Lakhs. The Dividend, if declared,by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 11th August 2011.

Directors

Mr.S.Santhanam and Mr.M.C.Chokshi Directors of the Company,retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Directors’ Responsibility Statement

Pursuant to the provisions of Sec. 217 (2AA) of the Companies Act, 1956, the Directors confirm that.

i] in the preparation of the annual accounts for the year ended March 31, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii] appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2011 and of the profit of the company for the year ended that date.

iii] proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

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

Finance

All taxes and statutory dues are being paid on time. The Company has been regular in making timely repayment of the loans and interest to Banks.

As stated supra, the two “WTGs” installed and commissioned in Tirupur District, have been partially financed by EXIM Bank for which the company acknowledges the support extended by EXIM Bank.

The surpluses in business are deployed in a prudent manner considering the risk, reward and safety.

Statement Pursuant to Listing Agreement

The Company’s shares are listed with Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees up-to-date and there are no arrears.

Report on Corporate Governance

The Report on Corporate Governance as stipulated under clause 49 of the listing agreement forms part of the Annual Report and is annexed herewith. As required by the Listing Agreement, Auditors’ Report on Corporate Governance and a declaration by the Chairman & Managing Director with regard to the Code of Conduct are attached to the said Report. The Management Discussion and Analysis is given as a separate statement forming part of the Annual Report. Further as required under Clause 49 of the Listing Agreement, a certificate duly signed by the Managing Director and the Chief Financial Officer on the Financial Statements of the Company for the year ended 31st March, 2011, was submitted to the Board of Directors at their meeting held on 26th May, 2011

Auditors

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing AGM. The notice convening the AGM is self-explanatory. They are eligible for reappointment.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act 1956, the company carries out an audit of cost accounts relating to its Soaps and Detergent Division every year. Mr.Kalyanaraman is appointed as Cost auditor.

Particulars Of Employees Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975, as amended, forms part of the Directors’ Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to all the Shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be sent by post.

Conservation of energy, technology absorption, foreign exchange earning and outgo

The particulars required to be included in terms of section 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure.

Acknowledgement

The Board acknowledges the support given by the employees for their collective contribution, Bankers and the shareholders for their continued support.

By Order of the Board for ULTRAMARINE & PIGMENTS LTD. R.SAMPATH CHAIRMAN & MANAGING DIRECTOR MUMBAI

Date: May 26, 2011

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