Mar 31, 2019
DIRECTORS' REPORT, MANAGEMENT'S DISCUSSION & ANALYSIS
To
Dear Members,
Your Directors have the pleasure of presenting the 58th Annual Report and the audited financial statement of the Company for financial year ended March 31, 2019.
FINANCIAL RESULTS:
A summary of the Company's Financial Results for the financial year 2018 -19 is as under:
Rs Lakhs
Particulars |
Financial Year 2018-19 |
Financial Year 2017-18 |
Revenue from operations ( net of excise duty) |
30,686 |
27,736 |
Profit before tax* |
8,037 |
6,341 |
Tax Expenses ( Including Deferred Tax) |
2,389 |
1,977 |
Profit after Tax * |
5,649 |
4,364 |
* includes exceptional item
DIVIDEND:
Your Directors have recommended a dividend of Rs 4.50 per share of the nominal value of Rs 2.00 each for the year ended March 31, 2019 [previous year Rs 4.25 per share of nominal value Rs 2.00 per share]. The payment of dividend together with the tax thereon absorbed a sum of Rs 1581.50 Lakhs. The dividend, if declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 6th August, 2019.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OPERATIONS AND FINANCIAL PERFORMANCE:
For the first time since inception, the Company has crossed Rs 300 Crores in total revenue including other income. At Rs 317 Crores, the revenue shows a 9% growth over the previous year. This growth includes a record Rs 100 Crores in the Pigments division, again a company first, and 28% increase in revenue from ITeS. The overall performance of the Company has been good. Profit before tax stands at Rs 74 Crores for the year, a 28% margin, excluding exceptional income of almost Rs 6 Crores. Total export sales for the year was Rs 95 Crores, as against Rs 77 Crores in the Financial Year(FY) 2017-18.
Detailed analysis of division wise performance is given below.
PIGMENT DIVISION:
The revenue for the year from this division has gone up by 15% in spite of a marginal reduction in volume. This is mainly due to increased focus on selling highly value added products, and was achieved due to investments in technology over the past two years. The prevailing economic conditions in the domestic market caused a mild down trend, which was balanced by increased volumes in exports. Sales of Complex Inorganic Colour Pigments picked up speed in both the Domestic and Exports markets, showing returns from an increased investment in R & D.
The Pigments division achieved a net revenue of Rs 100 crores in this financial year as compared to Rs 87.47 crores in the previous financial year.
SURFACTANTS DIVISION:
The Surfactants division has achieved 100% capacity utilisation. With continual improvement processes, the division has seen an increase in productivity. The company continues to invest in technology to reduce bottlenecks, with a plan to further improve hourly productivity.
This division has seen a 7% increase in profits and a 5% increase in revenues to Rs 167 crores in FY 2018 -19, as compared to Rs 159 crores in FY 2017-18.
The implementation of expansion project at Naidupetta has gained momentum during the year. Civil construction is under progress and orders for major equipment have been placed. Commercial production is likely to commence during first quarter of next financial year.
WIND MILL GENERATION:
Wind mills have generated 58.78 lakhs units as against 59.79 lakhs units. The marginal drop is due to seasonal wind variations. Captive consumption from the wind mills grew to 43.74 lakh units, an increase of 2 lakh units over the previous year.
ITES DIVISION:
During the year under review, this division reported an income of Rs 38.85 crores which was higher by 28% when compared to previous year figure of Rs 30.25 crores. This is mainly due to additional revenue from Data conversion and health care. The division continues to diversify its service offerings to ensure sustainability and profitability.
EXPORTS:
The company's total export sales reached 94 Crores, a 24% improvement over FY 2017-18. Export earnings from Manufacturing divisions went up by 21%, primarily due to a growth in sales volumes of highly value added Pigments in Asia, Europe and North America. ITeS exports grew by 33% over the previous year.
ENERGY AND WATER:
As one of 49 companies in India that have been awarded the Responsible Care logo (2017), your company takes environmental sustainability seriously. We have been awarded the Go Green Initiative Award from the Tamil Nadu Energy Consumer's association, a 3 star rating for Environmental, Health and Safety practices from the Cll-Southern Region and a Certificate of Appreciation from the National Safety Council of India.
As a company that includes caring for the environment in our core values, we have continuously focused on energy conservation in our manufacturing processes, reduction in water consumption and maximum recycling of process water, and reducing our dependence on non-renewable electricity. In the FY 2018-19, almost 70% of the power consumed by the manufacturing division came from renewable resources, with 43.74 lakh units from our wind mills, and the rest from our onsite solar plants. Additionally, due to our focus on reduction and recycling of our water, we have reduced raw water consumption by 40% from FY 2017-18 levels in our Ranipet facility. In FY 2019-20, we hope to finish implementing these changes in Ambattur, and continue to improve our reuse efficiency, and reduce our raw water intake.
EARNINGS PER SHARE (EPS):
Earnings Per Share (EPS) is at Rs 19.34 including exceptional items. EPS without exceptional items is Rs 17.68, registering a growth of 19% over previous year.
INTERNAL FINANCIAL CONTROL:
Your company maintains adequate controls over financial reporting. All the financial data are captured from the system with in-built security developed for both financial data accuracy and for prevention of data leakage. Your company has an effective ERP system which is customized to suit the company specific requirements. Majority of approvals and work flows are routed through the system.
Periodical health check-up audit for IT Systems is carried out by a consultant to strengthen the existing system and update data security measures.
Your company has put in place adequate systems and procedures for ensuring internal financial controls and these are being followed in the normal course of operations of the Company.
Your company has well defined, updated Standard Operating Procedures (SOP) for each and every function of the company. A suitable risk mitigation plan for each pre-defined SOP has also been developed, and it is well documented. The Internal Auditor's reports, observations and management responses are placed before the audit committee in the presence of the Internal Auditor and the same is discussed in detail. Corrective actions, if any, are taken promptly. The action taken report is also placed before the Audit Committee for review at each meeting. Audit committee ensures that appropriate actions to correct deviations, if any, are taken up immediately by the management.
The Audit Committee of the Company briefs the Board on the effectiveness of internal control system in the operations of the Company.
PERSONNEL
Industrial Relations continued to be harmonious throughout the year under review. Your Company currently employs 338 people. We finished the year with 37 women employees (11%), as compared to 28 in the previous year, and 21 in the year before that.
Throughout the year, the HR team executes multiple training programmes, with external trainers for communication, coaching, technical education, managerial skills and change leadership, and with internal trainers for a continuing on-the-job training programme for all employees. This was coordinated with last year's training needs assessment, and is supported by continuous monitoring to aid retention and retraining.
Your company's employees have taken on special projects large and small to help improve the company's well-being and support its continued profitability. The directors appreciate all the contributions they have made to achieve this year's improved performance, and their contributions to the future of the organisation.
RISKS AND CONCERNS.
Ultramarine Blue consumption in the laundry segment has been falling on a yearly basis. This year, this was accompanied by a dip in industrial sales in the domestic market. Mitigation of this requires further geographical expansion and increased value addition, moving out of the low end laundry grades.
The surfactant plant is operating at maximum capacity, and volume growth without capacity addition is unlikely. The project in Naidupeta must be completed expediently in order to retain momentum.
PROSPECTS & OUTLOOK.
The company expects to enter commercial production at the Naidupeta plant by the first quarter of FY20-21.
With a focus on improving yield of high value grades of pigments, the company is investing in R&D in all stages of the production process, from Raw Material procurement and processing to the final stages of value addition. We currently process 30% more of the high value grades than we did last year by volume, and 150% more than we did in 2016-17, entirely due to internal innovation.
New products are being introduced in both the surfactants and the pigments divisions in a forward looking manner, and have been seeded in the domestic and exports market to better understand customer needs and applications. The company anticipates that they will become commercially viable over the next two years.
CAUTIONARY STATEMENT:
The statements made in the report describe the company's objectives, projections, estimates, expectations and predictions which may be "forward looking statements" within the meaning of the applicable securities laws and regulations. The annual results can differ materially from those expressed or implied, depending on the economic conditions, Government Policies and other incidental factors and developments.
SHARE CAPITAL:
The paid up equity share capital as on 31st March, 2019 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:
i) As per the provisions of Companies Act, 2013, Mrs. Indira Sundararajan (DIN.00092203), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.
ii) Mr. Rajeev Mahendra Pandia (DIN: 00021730) and Mr. C.R. Chandra Bob (DIN: 07384175) were appointed as Additional Directors of the Company with effect from 12.11.2018. Based on the recommendation of Nomination and Remuneration Committee, their appointment as Independent Directors is proposed at the ensuing AGM.
iii) In compliance with Regulation 17 (1A) of SEBI (Listing Obligations& Disclosure Requirements) (Amendment) Regulations, 2018, Dr. Gopakumar G. Nair, aged 78, Independent Director (DIN: 00092637), tendered his resignation with effect from 31.03.2019.
iv) Dr. P. Arunasree (DIN: 01351504) was appointed as an Additional Director of the Company with effect from 01.04.2019. Based on the recommendation of Nomination and Remuneration Committee, her appointment as an Independent Director is proposed at the ensuing AGM.
v) Mr. R. Sampath, Chairman of the Board, Non-Executive Promoter Director (DIN: 00092144) will be attaining the age 75 on 11.11.2019. In terms of Regulation 17 (1A) of SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018 and based on the recommendation of Nomination and Remuneration Committee, his continuation as a Director is proposed at the ensuing AGM by means of special resolution.
vi) The first term of Mr. Nimish U. Patel (DIN:00039549) and Mr. Navin M. Ram (02410242), Independent Directors expires on 29.07.2019 and 10.11.2019 respectively. Based on the recommendation of Nomination and Remuneration Committee, their re-appointment as Independent Directors for the second term is proposed at the ensuing AGM, by means of special resolution.
vii) The tenure of Ms. Tara Parthasarathy, Joint Managing Director (DIN: 07121058) expires on 15.03.2020. Based on the recommendation of Nomination and Remuneration Committee, her re-appointment as Joint Managing Director is proposed at the ensuing AGM.
viii) The tenure of Mr. R. Senthil Kumar, Whole-time Director (DIN: 07506927) expires on 31.07.2019. Based on the recommendation of Nomination and Remuneration Committee, his re-appointment as Whole-time Director is proposed at the ensuing AGM.
ix) The Nomination and Remuneration Committee has recommended appointment of Mr. V. Bharathram (DIN.08444583) as a Whole-time Director subject to the approval of the Shareholders at the ensuing AGM.
x) The Nomination and Remuneration Committee has recommended appointment of Mr. Harsh R. Gandhi (DIN.00133091) as an Independent Director subject to the approval of the Shareholders at the ensuing AGM.
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 the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.
MEETINGS:
During the year, five Board meetings and four Audit Committee meetings were convened and held. The details 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 Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual performance evaluation of the performance of the Board, the Directors individually as well as the evaluation of Board Committees, was carried out.
The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.
The performance evaluation of the Non Independent Directors was carried out by the entire Board of Directors (excluding the Director being evaluated). The Parameters considered were compliance to regulation and statutes with due emphasis on corporate governance, technical competence, contribution to discussion on strategy / performance, motivating and reviewing key employees etc.
The Independent Directors have assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
The evaluation of Independent Directors was done by the entire Board of Directors (excluding the Independent Director being evaluated). They are evaluated on various parameters viz., participation in Board and Committee meetings, value addition to discussions on strategy, objectivity and independence of views, suggesting best practices and new perspectives from their experience, etc.
The evaluation process was conducted through a format of questionnaire with provision for rating on a scale from 1 to 5 (5 being the highest and 1 being the lowest).
A summary report including score against each of the evaluation criteria and verbatim comments was submitted to the Chairman of the Board.
The Chairman of the Board shared the report with the Board members in the subsequent Board meeting, discussions were held on the feedback and the Board has identified areas where the improvements need to be effected.
POLICIES:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed companies. In compliance with the same, the Company has formulated the policies. The corporate governance policies viz. Policy on Related Party Transactions, Corporate Social Responsibility Policy, Policy on Board Diversity, Policy on Disclosure of Material Event/ Information, Code of Fair Disclosure under SEBI (Prohibition of Insider Trading) Regulations, 2015, Whistle Blower Policy etc. are available on our Company's website: www.ultramarinepigments.net.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The policy of the Company on director's appointment and remuneration, 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 on business goals and objectives and enhancement of the value of stakeholders. A Risk Management Committee has been constituted. The risk management process has been reviewed by the Risk Management Committee.
VIGIL MECHANISM (WHISTLE BLOWER POLICY:
The vigil mechanism of the Company incorporates a whistle blower policy in terms of listing agreement (now SEBI Listing Regulations) with Stock Exchange. Through this policy it aims to provide an avenue for employees to raise their concerns on any violation of legal or regulatory requirements, fraud, malfeasance, misrepresentation of financial statements and reports. During the year, the policy was amended by incorporating the provision of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 relating to leak of unpublished price sensitive information (UPSI) or suspected leak of UPSI and the procedure for inquiry relating thereto.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19. No. of complaints received: Nil, No. of complaints disposed off: NA
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec. 134 (5) of the Companies Act, 2013, the Directors confirm that.
i] in preparation of the annual accounts for the year ended March 31, 2019 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, 2019 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 6,7,11,13 & 15 to the financial statement).
RELATED PARTY TRANSACTIONS:
All related party transactions 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 were foreseen and repetitive in nature. The transactions for which omnibus approval was required were placed before the Audit Committee and the 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.
STATEMENT PURSUANT TO SEBI LISTING REGULATIONS:
The Company's shares are listed with Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees and there are no arrears.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance is annexed herewith. As required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor's Certificate on Corporate Governance is enclosed to the Board's Report.
STATEMENT SHOWING UNCLAIMED DIVIDEND AS ON MARCH 31, 2019
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The unclaimed amounts along with their due dates for transfer to IEPF is mentioned below:
SI. No. |
Year |
Nature |
Dividend Amount per Share (in Rs) |
Amount of unclaimed dividend as on March 31, 2019 (Rs) |
Due date to transfer unclaimed dividend amount to IEPF [IEPF rule 3(1)] |
1 |
2011-12 |
Final |
3.00 |
796,740 |
25/10/2019 |
2 |
2012-13 |
Final |
2.25 |
653,847 |
14/09/2020 |
3 |
2013-14 |
Final |
2.50 |
743,400 |
17/10/2021 |
4 |
2014-15 |
Final |
3.00 |
996,105 |
17/10/2022 |
5 |
2015-16 |
Interim |
3.50 |
1,254,018 |
02/06/2023 |
6 |
2016-17 |
Final |
4.00 |
1,406,708 |
22/10/2024 |
7 |
2017-18 |
Final |
4.25 |
1,120,644 |
12/09/2025 |
The details of unclaimed dividend are available on the Company's website: www.ultramarinepigments.net/ investors/ investors information
TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
pursuant to the provisions under Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, shares in respect of which dividend were not claimed by the shareholders for seven consecutive years, have been transferred to Investor Education and Protection Fund (IEPF).
64,500 shares were transferred to IEPF on 21.12.2018 and 10.01.2019.
The details are posted in the Company's website: www.ultramarinepigments.net/ investors/ investors information.
DETAILS RELATING TO DEMATERIALISED UNCLAIMED SUSPENSE ACCOUNT:
Aggregate no. of Shareholders at the beginning of the year |
No. of Shares |
No. of Shareholders approached for transfer of shares from suspense account |
No. of shareholders to whom shares were transferred from suspense account during the year |
No. of shares transferred to IEPF |
Aggregate no. of Shareholders at the end of the year |
No. of Shares |
16 |
1,02,800 |
Nil |
Nil |
45,200 |
11 |
57,600 |
The voting rights on the above mentioned shares shall remain frozen till the rightful owner of such shares claims the shares.
AUDITORS:
M/s. Brahmayya & Co was appointed as statutory auditors at the AGM held on 7th August, 2014 to hold office from the conclusion of the meeting till the conclusion of Annual General Meeting to be held in the year, 2019. Re-appointment of M/s. Brahmayya & Co as statutory auditors is proposed at the ensuing AGM.
COST AUDIT:
Our Company falls under the applicability of maintenance of cost records and their audit. Mr. G. Sundaresan, Cost Accountant (Membership no.11733) has been appointed as Cost auditor for the financial year 2018-19.
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 M/s. 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 are 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),(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in Annexure - 4 & 5 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars required to be included in terms of section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure - 6 to this report
REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY:
A report on CSR initiatives of the Company and the CSR policy are given in Annexure - 7 to this report.
ACKNOWLEDGEMENT
Your Directors thank the various Central and State Government Departments, Organisations and Agencies for the co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz., shareholders, customers, dealers, vendors, and banks for their support. The Directors place on record their sincere appreciation of all employees of the Company for their commitment and continued contribution to the Company
On Behalf of the Board |
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For Ultramarine & Pigments Limited, |
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Tara Parthasarathy |
R. Senthil Kumar |
Place: Chennai |
Joint Managing Director |
Whole-time Director |
Date : 15th May, 2019 |
[DIN: 07121058] |
[DIN: 07506927] |
Annexure -1
ANNEXURE - DIRECTOR'S REPORT
Nomination and Remuneration Policy
Objectives:
The Key Objectives of the Committee and the Policy:
a) to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
b) to recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
Remuneration Policy:
Managing Director (s), Whole time Director, Non - Executive and Independent Directors
Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company for the Executive and Non - Executive Directors. This will then be approved by the Board and shareholders. Prior approval of shareholders will be obtained wherever applicable.
The Company pays remuneration by way of salary, perquisites and allowances (fixed component) to Managing Director(s), and Whole - time Director. Remuneration is paid within the ceiling approved by the Shareholders.
The remuneration paid to Executive Directors is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance. Perquisites and retirement benefits are paid according to the Company policy as applicable to all employees.
Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals. Independent Non-Executive Directors receive sitting fees for attending the meeting of the Board and Board Committees, and commission if any, payable on the net profit of the Company as per the ceiling prescribed under Companies Act, 2013.
CEO, COO, CFO, CS and Senior Management Personnel
The remuneration of CEO, COO, CFO, CS and senior management largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy, subject to prescribed statutory ceiling.
The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company, while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry as a whole.
Annexure - 2
R M MIMANI & ASSOCIATES LLP
Company Secretaries
A-101, Excellency, Old Raviraj Complex, Jessal Park, Bhayander (East), Thane - 401105
Ph. No. 022-69999914, Email:[email protected]
Form No. MR.3
Secretarial Audit Report for the financial year ended on March 31, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the companies (Appointment and  remuneration of managerial personnel) Rule, 2014]
To,
The Members
Ultramarine & Pigments Limited,
[CIN: L24224MH1960PLC011856]
Thirumalai House, Road No. 29, Near Sion Hill Fort,
Sion (East), Mumbai -400022
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ultramarine& Pigments Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made there-under;
II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there-under;
III. The Depositories Act, 1996 and the Regulations and bye-laws framed there-under;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there-under to the extent applicable.
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable to the Company;
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
VI. The Management has Identified and confirmed the following laws as specifically applicable to the Company;
a. Explosive Act, 1974
b. Hazardous Wastes (Management and Handling) Rules 2016
c. The Chemical Weapons Convention Act, 2000
d. Information Technology Act, 2000 and the rules made there under
e. Copyrights Act, 1957
f. The Trade Marks Act, 1999
g. Factories Act, 1948 and the rules made thereunder h. Legal Metrology Act, 2009
i. Legal Metrology (Packaged Commodities) Rules, 2011.
We have also examined compliance with the applicable clauses of the following;
(i) Secretarial Standards issued by The Institute of Company Secretaries of India related to the meetings of Board  of Directors and General Meetings;
(ii) The SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and listing agreement entered into by the Company with Stock Exchanges in India.
We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company and test verification on random basis carried out for compliances under other applicable Acts, Laws and Regulations to the Company.
The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals and being relied on the reports given by such designated professionals.
During the financial year under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards etc. as mentioned above.
During the financial year under review, provisions of the following regulations were not applicable to the Company;
a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
c) The Securities and Exchange Board of India (Issue of Debt Securities) Regulations, 2008;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999;
e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
We further report that:
⢠The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
⢠Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.
⢠Decisions at the meetings of Board of Directors of the Company and Committee thereof were carried out with requisite majority.
We further report that based on the information provided and representation made by the Company and also on the review of compliance reports of the respective department duly signed by the department head and Compliance Certificate(s) of the Managing Director/Company Secretary/CFO taken on record by the Board of Directors of the Company, in our opinion adequate system and process exists in the company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.
We further report during the financial year under review, no specific events/actions having a major bearing on the affairs of the Company in pursuance of any of the above referred laws, rules, regulations, guidelines standards etc.
 |
For R M MIMANI & ASSOCIATES LLP |
 |
[COMPANY SECRETARIES] |
 |
[Firm Registration No. 12001MH250300] |
 |
RANJANA MIMANI |
 |
(PARTNER) |
Place : Mumbai |
FCS No: 6271 |
Dated : 15th May, 2019 |
CP No : 4234 |
Note: This report is to be read with our letter of even date which is annexed as "Annexure A" and forms an integral part of this report.
Annexure A
To,
The Members
Ultramarine & Pigments Limited,
[CIN: L24224MH1960PLC011856]
Thirumalai House, Road No. 29,
Near Sion Hill Fort,
Sion (East), Mumbai -400022
Our Secretarial Audit Report of even date is to be read along with this letter;
1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;
2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;
4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events etc.;
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
 |
For R M MIMANI & ASSOCIATES LLP |
 |
[COMPANY SECRETARIES] |
 |
[Firm Registration No. 12001MH250300] |
 |
RANJANA MIMANI |
 |
(PARTNER) |
Place : Mumbai |
FCS No: 6271 |
Dated : 15th May, 2019 |
CP No : 4234 |
Annexure -3
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31/03/2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies Management and Administration) Rules, 2014]
FORM NO. MGT-9
REGISTRATION AND OTHER DETAILS:
CIN |
L24224MH1960PLC011856 |
Registration Date |
25.10.1960 |
Name of the Company |
Ultramarine & Pigments Limited |
Category / Sub-Category of the Company Address of the Registered office and contact details |
Company having share capital |
Thirumalai House, Road No. 29 |
|
Near Sion Hill Fort, Sion (E), Mumbai - 400 022 |
|
Tel : +91-22-43686200, 6256 |
|
Fax : +91-22-24011699/24014754 |
|
E-mail: [email protected] |
|
Website: www.ultramarinepigments.net |
|
Whether listed company |
Yes |
Name, Address and Contact details of Registrar and Transfer Agent, if any |
Cameo Corporate Services Ltd, |
Subramanian Building |
|
No.1, Club House Road |
|
Anna Salai, Chennai - 600002 |
|
Ph: 044 - 28460390, Fax : 044 - 28460129 |
|
E-mail: [email protected] |
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
S.No |
Name and Description of main products / services |
NIC Code of the* Product/ service |
% to total turnover of the company |
1 |
Surfactants |
202 |
32.70 |
2 |
Pigments |
201 |
54.48 |
3 |
ITES |
620 |
11.69 |
* As per National Industrial Classification - Ministry of Statistics and Programme implementation.
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : Not Applicable
S.No |
Name and address of the company |
CIN/GLN |
Holding/ Subsidiary/ Associate |
% of shares Held |
Applicable Section |
- |
- |
- |
- |
- |
- |
IV SHARE HOLDING PATTERN
(Equity Share Capital Breakup as percentage of Total Equity):
i) Category-wise Share Holding:
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% of Change during the Year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
(A) Promoters |
|||||||||
(1) Indian |
|||||||||
(a) Individual/HUF |
11,056,814 |
- |
11,056,814 |
37.87 |
10,961,735 |
- |
10,961,735 |
37.54 |
(0.33) |
(b) Central Govt |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(c) State Govt (s) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(d) Bodies Corp. |
3,289,046 |
- |
3,289,046 |
11.26 |
3,521,577 |
- |
35,21,577 |
12.06 |
0.80 |
(e) Banks / Fl |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(f) Any Other -Trust |
1,206,224 |
- |
1,206,224 |
4.13 |
1,206,224 |
- |
1,206,224 |
4.13 |
0.00 |
Sub-Total(A)(l) |
15,552,084 |
- |
15,552,084 |
53.26 |
15,689,536 |
- |
15,689,536 |
53.73 |
0.47 |
(2) Foreign |
|||||||||
(a) NRIs-Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(b) Other -Individuals |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(c) Bodies Corp. |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(d) Banks / Fl |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(e) Any Other.... |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-Total (A) (2) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Total Shareholding of Promoter = (A)(1) + (A)(2) |
15,552,084 |
- |
15,552,084 |
53.26 |
15,689,536 |
- |
15,689,536 |
53.73 |
0.47 |
Â
Category of Shareholders |
No. of Shares held at the beginning of the year |
No. of Shares held at the end of the year |
% of Change during the Year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
(B) Public Shareholding |
|||||||||
(1) Institutions |
|||||||||
(a) Mutual Funds |
72,583 |
- |
72,583 |
0.25 |
72,583 |
- |
72,583 |
0.25 |
0.00 |
(b) Banks/FI |
41,168 |
800 |
41,968 |
0.14 |
41,168 |
800 |
41,968 |
0.14 |
0.00 |
(c) Central Govt |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(d) State Govt (s) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(e ) Venture Capital funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(f) Insurance Companies |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(g) Flls |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(h) Foreign Venture Capital Funds |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(i) Foreign Portfolio Investors (Coporate) |
 |
 |
 |
 |
143,043 |
 |
143,043 |
0.49 |
0.49 |
(i) Others (Specify) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Sub-Total(B)(l) |
113,751 |
800 |
114,551 |
0.39 |
256,794 |
800 |
257,594 |
0.88 |
0.49 |
(2) Non- Institutions |
|||||||||
(a) Bodies Corp |
|||||||||
i. Indian |
440,937 |
 |
440,937 |
1.51 |
283,650 |
- |
283,650 |
0.97 |
(0.54) |
ii. Overseas |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(b) Individuals |
|||||||||
i. Individual shareholders holding nominal share capital up to Rs 2 lakh |
8,031,802 |
825,692 |
8,857,494 |
30.33 |
7,969,467 |
603,956 |
8,573,423 |
29.36 |
(0.97) |
ii. Individual shareholders holding nominal share capital in excess of Rs 2 lakh |
3,094,227 |
- |
3,094,227 |
10.60 |
3,182,601 |
- |
3,182,601 |
10.90 |
0.30 |
(c) Others (Specify) |
 |
 |
 |
 |
 |
 |
 |
 |
 |
IEPF |
80,746 |
- |
80,746 |
0.28 |
145,246 |
- |
145,246 |
0.50 |
0.22 |
Escrow Account |
- |
- |
- |
- |
57,600 |
- |
57,600 |
0.20 |
0.20 |
Clearing members |
21,206 |
- |
21,206 |
0.07 |
5,148 |
- |
5,148 |
0.02 |
(0.05) |
Hindu undivided families |
327,333 |
- |
327,333 |
1.12 |
337,102 |
- |
337,102 |
1.15 |
0.03 |
NRI |
643,672 |
- |
643,672 |
2.21 |
667,850 |
- |
667,850 |
2.29 |
0.08 |
Trusts |
500 |
- |
500 |
0.00 |
250 |
- |
250 |
0.00 |
0.00 |
Foreign Portfolio In-vestor (Individual) |
67,250 |
- |
67,250 |
0.23 |
- |
- |
- |
- |
- |
Sub-Total (B)(2) |
12,707,673 |
825,692 |
13,533,365 |
46.35 |
12,648,914 |
603,956 |
13,252,870 |
45.39 |
(0.96) |
Total Shareholding of Promoter |
12,821,424 |
826,492 |
13,647,916 |
46.74 |
12,905,708 |
604,756 |
13,510,464 |
46.27 |
(0.47) |
C. Shares held by custodian for GDRs & ADRs |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Grand Total (A+B+C) |
28,373,508 |
826,492 |
29,200,000 |
100.00 |
28,595,244 |
604,756 |
29,200,000 |
100.00 |
- |
Â
ii) Â Shareholding of Promoters:
SI. No. |
Shareholders' Name |
Shareholding at the beginning of the year |
Shareholding at the end of the year |
% of Change during the Year |
||||
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
No. of Shares |
% of total Shares of the company |
% of Shares Pledged / encumbered to total shares |
|||
1 |
THIRUMALAI CHEMICALS LIMITED |
3,250,026 |
11.13 |
- |
3,482,557 |
11.93 |
 |
0.80 |
2 |
SANTHANAM SUNDARARAJAN |
1,222,636 |
4.19 |
- |
1,222,636 |
4.19 |
 |
- |
3 |
SRIDHAR SUNDARARAJAN |
1,223,595 |
4.19 |
- |
1,203,595 |
4.12 |
 |
(0.07) |
4 |
INDIRA SUNDARARAJAN |
1,071,855 |
3.67 |
- |
1,071,855 |
3.67 |
 |
- |
5 |
BHOOMA PARTHASARATHY |
811,763 |
2.78 |
- |
811,763 |
2.78 |
 |
- |
6 |
JAYALAKSHMI VENKATARAMAN |
732,040 |
2.51 |
- |
712,040 |
2.44 |
 |
(0.07) |
7 |
R SAM PATH |
872,242 |
2.99 |
- |
872,242 |
2.99 |
 |
- |
8 |
S SANTHANAM -HUF |
519,075 |
1.78 |
- |
0 |
0.00 |
 |
(1.78) |
9 |
PARTHASARATHY RANGASWAMY |
736,331 |
2.52 |
- |
736,331 |
2.52 |
 |
- |
10 |
SUJATA SAM PATH |
582,634 |
1.99 |
- |
582,634 |
1.99 |
 |
- |
11 |
DAYASRIDHAR |
482,928 |
1.65 |
- |
471,928 |
1.62 |
 |
(0.03) |
12 |
KALA SUNDARAVEDA |
396,970 |
1.36 |
- |
376,392 |
1.29 |
 |
(0.07) |
13 |
RANGASWAMY PARTHASARATHY -HUF |
407,400 |
1.39 |
- |
407,400 |
1.39 |
 |
- |
14 |
SRIDHAR SUNDARARAJAN -HUF |
350,449 |
1.20 |
- |
330,449 |
1.13 |
 |
(0.07) |
15 |
DEEPA AJAY |
306,200 |
1.05 |
- |
363,796 |
1.25 |
 |
0.20 |
16 |
G S FAMILY TRUST |
315,301 |
1.07 |
- |
315,301 |
1.07 |
 |
- |
17 |
RANGASWAMY SAM PATH -HUF |
260,207 |
0.89 |
- |
260,207 |
0.89 |
 |
- |
18 |
R S FAMILY TRUST |
259,243 |
0.89 |
- |
259,243 |
0.89 |
 |
- |
19 |
V S FAMILY TRUST |
2,60,960 |
0.89 |
- |
260,960 |
0.89 |
 |
- |
20 |
GEETHA. S |
1,92,962 |
0.66 |
- |
192,962 |
0.66 |
 |
- |
21 |
M P FAMILY TRUST |
1,87,960 |
0.64 |
- |
187,960 |
0.64 |
 |
- |
22 |
T P FAMILY TRUST |
1,82,760 |
0.63 |
- |
182,760 |
0.63 |
 |
- |
23 |
PRAVIN RANGACHARI |
1,80,030 |
0.62 |
- |
180,030 |
0.62 |
 |
- |
24 |
S VARADARAJAN |
1,60,000 |
0.55 |
- |
346,482 |
1.19 |
 |
0.64 |
25 |
SRINATH SRIDHAR |
1,44,680 |
0.50 |
- |
141,180 |
0.48 |
 |
(0.02) |
26 |
SVIDYA |
1,07,515 |
0.37 |
- |
107,515 |
0.37 |
- |
- |
27 |
S NARAYAN |
72,800 |
0.25 |
- |
347,796 |
1.19 |
- |
0.94 |
28 |
RAMYA BHARATHRAM |
59,360 |
0.20 |
- |
59,360 |
0.20 |
- |
- |
29 |
V BHARATHRAM |
36,000 |
0.12 |
- |
36,000 |
0.12 |
- |
- |
30 |
MEERA PARTHASARATHY |
48,120 |
0.16 |
- |
48,120 |
0.16 |
- |
- |
31 |
TARA PARTHASARATHY |
20,000 |
0.07 |
- |
20,000 |
0.07 |
- |
- |
32 |
ADITYA RAJ AN |
17,200 |
0.06 |
- |
17,200 |
0.06 |
- |
- |
33 |
KAVYA NARAYAN |
16,000 |
0.05 |
- |
16,000 |
0.05 |
- |
- |
34 |
UTTARA B |
16,000 |
0.05 |
- |
16,000 |
0.05 |
- |
- |
35 |
V S SUNDARARAJAN |
4,108 |
0.01 |
- |
4,108 |
0.01 |
- |
- |
36 |
BINA RAJAN |
4,000 |
0.01 |
- |
4,000 |
0.01 |
- |
- |
37 |
PRATHAMESH KARKAL |
1,600 |
0.01 |
- |
1,600 |
0.01 |
- |
- |
38 |
VARADARAJAN SANTHANAM |
114 |
0.00 |
- |
114 |
0.00 |
- |
- |
39 |
JASMINE LTD |
39,020 |
0.13 |
- |
39,020 |
0.13 |
- |
- |
Total |
15,552,084 |
53.26 |
 |
15,689,536 |
53.73 |
 |
0.47 |
 |
Â
iii) Change in Promoters' Shareholding (please specify, if there is no change):
SI. No |
Name of Promoters Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
At the beginning of the year |
 |
 |
 |
 |
|
1. |
Thirumalai Chemicals Limited |
3,250,026 |
11.13 |
3,250,026 |
10.43 |
 |
03.07.2018 |
74,500 |
0.26 |
3,324,526 |
11.39 |
 |
10.08.2018 |
78,200 |
0.27 |
3,402,726 |
11.65 |
 |
13.08.2018 |
52,331 |
0.18 |
3,455,057 |
11.83 |
 |
23.08.2018 |
27,500 |
0.09 |
3,482,557 |
11.93 |
 |
Market purchase |
 |
 |
 |
 |
At the End of the year |
3,482,557 |
11.93 |
3,482,557 |
11.93 |
|
 |
 |
 |
 |
 |
Â
SI. No |
Name of Promoters Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||||||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||||||
 |
 |
 |
 |
 |
|||||
2. |
Daya Sridhar |
482,928 |
1.65 |
482,928 |
1.65 |
||||
 |
10.08.2018 |
(11,000) |
(0.04) |
471,928 |
1.61 |
||||
 |
Market sale |
 |
 |
 |
 |
||||
 |
At the End of the year |
471,928 |
1.61 |
471,928 |
1.61 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
3. |
Jayalakshmi Venkataraman |
732,040 |
2.51 |
732,040 |
2.51 |
||||
 |
10.08.2018 |
(10,000) |
(0.03) |
722,040 |
2.48 |
||||
 |
13.08.2018 |
(10,000) |
(0.03) |
712,040 |
2.45 |
||||
 |
Market sale |
 |
 |
 |
 |
||||
 |
At the End of the year |
712,040 |
2.45 |
712,040 |
2.45 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
4. |
Kala Sundarveda |
396,970 |
1.36 |
396,970 |
1.36 |
||||
 |
10.08.2018 |
(10,578) |
(0.04) |
386,392 |
1.32 |
||||
 |
13.08.2018 |
(10,000) |
(0.03) |
376,392 |
1.29 |
||||
 |
Market sale |
 |
 |
 |
 |
||||
 |
At the End of the year |
376,392 |
1.29 |
376,392 |
1.29 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
5. |
Sridhar Sundararajan |
1,223,595 |
4.19 |
1,223,595 |
4.19 |
||||
 |
10.08.2018 |
(10,000) |
(0.03) |
1,213,595 |
4.16 |
||||
 |
13.08.2018 |
(10,000) |
(0.03) |
1,203,595 |
4.13 |
||||
 |
Market sale |
 |
 |
 |
 |
||||
 |
At the End of the year |
1,203,595 |
4.13 |
1,203,595 |
4.13 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
6. |
Sridhar Sundararajan HUF |
350,449 |
1.20 |
350,449 |
1.20 |
||||
 |
10.08.2018 |
(10,000) |
(0.03) |
340,449 |
1.17 |
||||
 |
13.08.2018 |
(10,000) |
(0.03) |
330,449 |
1.14 |
||||
 |
Market sale |
 |
 |
 |
 |
||||
 |
At the End of the year |
330,449 |
1.14 |
330,449 |
1.14 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
7. |
S Santhanam HUF |
519,074 |
1.78 |
519,074 |
1.78 |
||||
 |
10.08.2018 Inter-se Transfer (gift) |
(519,074) |
(1.78) |
0 |
0.00 |
||||
 |
At the End of the year |
0 |
0.00 |
0 |
0.00 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
8. |
Deepa Ajay |
306,200 |
1.05 |
306,200 |
1.05 |
||||
 |
12.08.2018 Inter-se Transfer (gift) |
57,596 |
0.19 |
363,796 |
1.24 |
||||
 |
At the End of the year |
363,796 |
1.24 |
363,796 |
1.24 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
9. |
S. Narayan |
88,800 |
0.30 |
88,800 |
0.30 |
||||
 |
12.08.2018 Inter-se Transfer (gift) |
274,996 |
0.94 |
363,796 |
1.24 |
||||
 |
At the End of the year |
363,796 |
1.24 |
363,796 |
1.24 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
10. |
S. Varadarajan |
177,314 |
0.61 |
177,314 |
0.61 |
||||
 |
12.08.2018 Inter-se Transfer (gift) |
186,482 |
0.63 |
363,796 |
1.24 |
||||
 |
At the End of the year |
363,796 |
1.24 |
363,796 |
1.24 |
||||
 |
At the beginning of the year |
 |
 |
 |
 |
||||
11. |
Srinath Sridhar |
144,680 |
0.50 |
144,680 |
0.50 |
||||
 |
13.08.2018 Market sale |
(3,500) |
(0.02) |
141,180 |
0.48 |
||||
 |
At the End of the year |
141,180 |
0.48 |
141,180 |
0.48 |
||||
 |  |  |  |  |  |  |  |  |  |
Â
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
SI. No. |
Name of Top 10 Shareholders Date wise Increase/ Decrease in Top 10 Shareholders holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc) |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
1. |
R. Sundar Rajan |
 |
 |
 |
 |
 |
At the beginning of the year |
643,467 |
2.2036 |
643,467 |
2.2036 |
 |
06.04.2018 -sale |
(250) |
0.0008 |
643,217 |
2.2027 |
 |
29.06.2018 -purchase |
7 |
0.0000 |
643,224 |
2.2027 |
 |
20.07.2018 -purchase |
350 |
0.0011 |
643,574 |
2.2040 |
 |
27.07.2018 -purchase |
50 |
0.0001 |
643,624 |
2.2041 |
 |
24.08.2018 -purchase |
284 |
0.0009 |
643,908 |
2.2051 |
 |
31.08.2018 -purchase |
150 |
0.0005 |
644,058 |
2.2056 |
 |
07.09.2018 -purchase |
50 |
0.0001 |
644,108 |
2.2058 |
 |
14.09.2018 -purchase |
59 |
0.0002 |
644,167 |
2.2060 |
 |
21.09.2018 -purchase |
50 |
0.0001 |
644,217 |
2.2061 |
 |
28.09.2018 -purchase |
150 |
0.0005 |
644,367 |
2.2066 |
 |
09.11.2018 -sale |
(50) |
0.0001 |
644,317 |
2.2065 |
 |
16.11.2018 -sale |
(100) |
0.0002 |
644,217 |
2.2063 |
 |
At the end of the year |
644,217 |
2.2063 |
644,217 |
2.2063 |
 |
R. Sundar Rajan |
 |
 |
 |
 |
 |
At the beginning of the year |
0 |
0.0000 |
0 |
0.0000 |
 |
11.01.2019 -purchase |
50 |
0.0001 |
50 |
0.0001 |
 |
18.01.2019 -purchase |
100 |
0.0002 |
150 |
0.0003 |
 |
25.01.2019 -purchase |
75 |
0.0002 |
225 |
0.0005 |
 |
01.02.2019 -purchase |
50 |
0.0001 |
275 |
0.0006 |
 |
08.02.2019 -purchase |
200 |
0.0006 |
475 |
0.0012 |
 |
01.03.2019 -sale |
(250) |
0.0007 |
225 |
0.0005 |
 |
08.03.2019 -purchase |
50 |
0.0001 |
275 |
0.0006 |
 |
15.03.2019 -purchase |
(210) |
0.0006 |
65 |
0.0002 |
 |
22.03.2019 -sale |
20 |
0.0000 |
45 |
0.0001 |
 |
At the end of the year |
45 |
0.0001 |
45 |
0.0001 |
2. |
T. Vijayaraghavan |
 |
 |
 |
 |
 |
At the beginning of the year |
642,500 |
2.2003 |
642,500 |
2.2003 |
 |
27.04.2018 -sale |
(1100) |
0.0037 |
641,400 |
2.1965 |
 |
04.05.2018 -sale |
(600) |
0.0020 |
640,800 |
2.1945 |
 |
11.05.2018 -sale |
(550) |
0.0018 |
640,250 |
2.1926 |
 |
17.08.2018 -sale |
(10,250) |
0.0351 |
630,000 |
2.1575 |
 |
At the end of the year |
630,000 |
2.1575 |
630,000 |
2.1575 |
3. |
R. Ramachandran |
321,699 |
1.1017 |
321,699 |
1.1017 |
 |
08.03.2019 -sale |
(51) |
0.0001 |
321,648 |
1.1016 |
 |
At the end of the year |
321,648 |
1.1016 |
321,648 |
1.1016 |
4. |
Bhavana G Desai |
 |
 |
 |
 |
 |
At the beginning of the year |
419,148 |
1.4353 |
419,148 |
1.4353 |
 |
During the year |
- |
- |
- |
- |
 |
At the end of the year |
419,148 |
1.4353 |
419,148 |
1.4353 |
5. |
K. Sridhar |
 |
 |
 |
 |
 |
At the beginning of the year |
298,682 |
1.0228 |
298,682 |
1.0228 |
 |
11.01.2019 -sale |
(3,000) |
0.0102 |
295,682 |
1.0126 |
 |
At the end of the year |
295,682 |
1.0126 |
295,682 |
1.0126 |
 |
Sridhar Krishnaswamy |
 |
 |
 |
 |
 |
At the beginning of the year |
0 |
0.0000 |
0 |
0.0000 |
 |
07.12.2018 -purchase |
7,021 |
0.0240 |
7,021 |
0.0240 |
 |
21.12.2018 -sale |
(1,000) |
0.0034 |
6,021 |
0.0206 |
 |
28.12.2018 -sale |
889 |
0.0030 |
6910 |
0.0236 |
 |
31.12.2018 -sale |
(889) |
0.0030 |
6,021 |
0.0206 |
 |
At the end of the year |
6,021 |
0.0206 |
6,021 |
0.0206 |
6. |
S. Bhooma |
 |
 |
 |
 |
 |
At the beginning of the year |
174,124 |
0.5963 |
174,124 |
0.5963 |
 |
18.05.2018 -purchase |
300 |
0.0010 |
174,424 |
0.5973 |
 |
29.06.2018 -purchase |
50 |
0.0001 |
174,474 |
0.5975 |
 |
13.07.2018 -sale |
(50) |
0.0001 |
174,424 |
0.5973 |
 |
20.07.2018 -purchase |
350 |
0.0011 |
174,774 |
0.5985 |
 |
27.07.2018 -purchase |
50 |
0.0001 |
174,824 |
0.5987 |
 |
24.08.2018 -purchase |
300 |
0.0010 |
175,124 |
0.5997 |
 |
31.08.2018 -purchase |
150 |
0.0005 |
175,274 |
0.6002 |
 |
07.09.2018 -purchase |
50 |
0.0001 |
175,324 |
0.6004 |
 |
14.09.2018 -purchase |
100 |
0.0003 |
175,424 |
0.6007 |
 |
21.09.2018 -purchase |
50 |
0.0001 |
175,474 |
0,6008 |
 |
At the end of the year |
175,474 |
0,6008 |
175,474 |
0,6008 |
7. |
Saroja Srinivasan |
 |
 |
 |
 |
 |
At the beginning of the year |
159,307 |
0.5455 |
159,307 |
0.5455 |
 |
10-08-2018 -sale |
(200) |
0.0006 |
159,107 |
0.5448 |
 |
17.08.2018- sale |
(400) |
0.0013 |
158,707 |
0.5435 |
 |
21.12.2018 -sale |
(500) |
0.0017 |
158,207 |
0.5418 |
 |
01.03.2019 -sale |
(1) |
0.0000 |
158,206 |
0.5418 |
 |
15.03.2019 -sale |
(200) |
0.0006 |
158,006 |
0.5411 |
 |
At the end of the year |
158,006 |
0.5411 |
158,006 |
0.5411 |
8. |
Gymkhana Partners L.P |
 |
 |
 |
 |
 |
At the beginning of the year |
66,200 |
0.2267 |
66,200 |
0.2267 |
 |
06.04.2018 -purchase |
6,506 |
0.2222 |
72,606 |
0.2489 |
 |
25.05.2018 -purchase |
4,373 |
0.0149 |
77,079 |
0.2639 |
 |
08.06.2018- purchase |
13,694 |
0.0468 |
90,773 |
0.3108 |
 |
29.06.2018 -purchase |
5,605 |
0.0191 |
96,378 |
0.3300 |
 |
07.09.2018 -purchase |
8,522 |
0.0291 |
104,900 |
0.3592 |
 |
28.09.2018 -purchase |
17,450 |
0.0597 |
122,350 |
0.4190 |
 |
12.10.2018 -purchase |
6,437 |
0.0220 |
128,787 |
0.4410 |
 |
25.01.2019 -purchase |
2,064 |
0.0070 |
130,851 |
0.4481 |
 |
08.02.2019 -purchase |
8,477 |
0.0290 |
139,328 |
0.4771 |
 |
At the end of the year |
139,328 |
0.4771 |
139,328 |
0.4771 |
9. |
K. Sridhar |
 |
 |
 |
 |
 |
At the beginning of the year |
157,000 |
0.5376 |
157,000 |
0.5376 |
 |
13.07.2018 -sale |
(10,000) |
0.0342 |
147,000 |
0.5034 |
 |
23.11.2018-sale |
(10,000) |
0.0342 |
137,000 |
0.4691 |
 |
At the end of the year |
137,000 |
0.4691 |
137,000 |
0.4691 |
10. |
Surabi Amritha Srinivasan |
 |
 |
 |
 |
 |
At the beginning of the year |
121,491 |
0.4160 |
121,491 |
0.4160 |
 |
10.08.2018 -sale |
(700) |
0.0023 |
120,791 |
0.4136 |
 |
17.08.2018 -sale |
(4,668) |
0.0159 |
116,123 |
0.3976 |
 |
24.08.2018 -sale |
(18,224) |
0.0624 |
97,869 |
0.3352 |
 |
31.08.2018 -sale |
(10,054) |
0.0344 |
87,825 |
0.3007 |
 |
07.09.2018 -sale |
(7,819) |
0.0267 |
80,006 |
0.2739 |
 |
14.09.2018 -sale |
(5,440) |
0.0186 |
74,556 |
0.2553 |
 |
At the end of the year |
74,556 |
0.2553 |
74,556 |
0.2553 |
Â
Â
Â
v) Shareholding of Directors and Key Managerial Personnel:
S.No |
Name of the Directors and KMP Date wise Increase/ Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
1. |
Mr. Vinod G. Nehemiah, Director |
 |
 |
 |
 |
 |
At the beginning of the year |
177,600 |
0.61 |
177,600 |
0.61 |
 |
05.06.2018 |
10,000 |
0.03 |
187,600 |
0.64 |
 |
06.06.2018 |
5,560 |
0.02 |
193,160 |
0.66 |
 |
Market purchase At the End of the year |
193,160 |
0.66 |
193,160 |
0.66 |
2. |
Mr. Nimish U. Patel, Director |
 |
 |
 |
 |
 |
At the beginning of the year |
76,384 |
0.26 |
76,384 |
0.26 |
 |
During the year |
- |
- |
- |
- |
 |
At the End of the year |
76,384 |
0.26 |
76,384 |
0.26 |
3. |
Dr. GopakumarG Nair, Director At the beginning of the year |
18,000 |
0.06 |
18,000 |
0.06 |
 |
During the year |
- |
- |
- |
- |
 |
At the End of the year |
18,000 |
0.06 |
18,000 |
0.06 |
4. |
Mr. T.R.Madhavan, Director |
 |
 |
 |
 |
 |
At the beginning of the year |
600 |
0.00 |
600 |
0.00 |
 |
During the year |
- |
- |
- |
- |
 |
At the End of the year |
600 |
0.00 |
600 |
0.00 |
5. |
Mr. Navin M Ram , Director |
 |
 |
 |
 |
 |
At the beginning of the year |
1050 |
0.00 |
1050 |
0.00 |
 |
During the year |
- |
- |
- |
0.00 |
 |
At the End of the year |
1050 |
0.00 |
1050 |
0.00 |
6. |
Mr. S. Ragothaman, Director |
 |
 |
 |
 |
 |
At the beginning of the year |
500 |
0.00 |
500 |
0.00 |
 |
During the year |
- |
- |
- |
- |
 |
At the End of the year |
500 |
0.00 |
500 |
0.00 |
7. |
Mr. R. Senthil Kumar,Whole-time Director |
 |
 |
 |
 |
 |
At the beginning of the year |
500 |
0.00 |
500 |
0.00 |
 |
During the year |
- |
- |
- |
- |
 |
At the End of the year |
500 |
0.00 |
500 |
0.00 |
8 |
MR. Rajeev M. Pandia, Director |
 |
 |
 |
 |
 |
At the beginning of the year |
- |
0.00 |
- |
0.00 |
 |
Market purchase - qualification shares |
500 |
- |
500 |
- |
 |
At the End of the year |
500 |
0.00 |
500 |
0.00 |
9 |
MR. C.R. Chandra Bob, Director |
 |
 |
 |
 |
 |
At the beginning of the year |
- |
0.00 |
- |
0.00 |
 |
Market purchase - qualification shares |
500 |
- |
500 |
- |
 |
At the End of the year |
500 |
0.00 |
500 |
0.00 |
10. |
Mr. S. Ramanan, CFO |
 |
 |
 |
 |
 |
At the beginning of the year |
934 |
- |
934 |
0.00 |
 |
During the year |
- |
- |
- |
- |
 |
At the End of the year |
934 |
0.00 |
934 |
0.00 |
11. |
Mr. Kishore Kumar Sahoo, Company Secretary |
 |
 |
 |
 |
 |
At the beginning of the year |
10 |
0.00 |
10 |
0.00 |
 |
During the year |
- |
- |
- |
- |
 |
At the End of the year |
10 |
0.00 |
10 |
0.00 |
Â
V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment: Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Rs Lakhs
SI No. |
Particulars of remuneration |
Indira Sundararajan, |
Tara Parthasarathy, |
R. Senthil Kumar, |
l (a) |
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
5.98 |
24.71 |
17.52 |
(b) |
Value of perquisites u/s 17(2) Income-tax Act, 1961 |
25.33 |
9.00 |
13.75 |
(c) |
Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
â |
â |
â |
2 |
Stock Option |
â |
â |
â |
3 |
Sweat Equity |
â |
â |
â |
4 |
Commission |
 |
 |
 |
 |
- as % of profit |
19.64 |
30.00 |
__ |
 |
- others, specify... |
 |
 |
 |
5 |
Others. Variable pay |
â |
â |
10.00 |
Total (A) |
50.95 |
63.71 |
41.27 |
 |
Â
B. Remuneration to other Directors:
Rs Lakhs
SI. No |
Particulars of Remuneration |
Name of Directors |
Total Amount |
||||||||
Gopakumar G. Nair |
Nimish U. Patel |
T.R. Madhavan |
Vinod G. Nehemiah |
Navin M. Ram |
S. Ragothaman |
||||||
1 |
Independent Directors ⢠Fee for attending board /committee meetings |
4.40 |
3.60 |
5.20 |
3.60 |
4.00 |
4.00 |
24.80 |
|||
⢠Commission |
3.56 |
3.56 |
8.90 |
3.56 |
3.56 |
8.90 |
32.04 |
||||
⢠Others, please specify |
- |
- |
- |
- |
- |
- |
- |
||||
Total (1) |
7.96 |
7.16 |
14.10 |
7.16 |
7.56 |
12.90 |
56.84 |
||||
 |
R. Sampath |
Indira Sundararajan |
Rajeev M. Pandia |
C.R. Chandra Bob |
 |
 |
|||||
2 |
Other Non-Executive Directors ⢠Fee for attending board /committee meetings |
3.60 |
1.20 |
0.80 |
1.20 |
- |
6.80 |
||||
 |
⢠Commission |
32.04 |
- |
- |
- |
- |
32.04 |
||||
 |
⢠Others, please specify |
- |
- |
- |
- |
- |
- |
||||
Total (2) |
35.64 |
1.20 |
0.80 |
1.20 |
- |
38.84 |
|||||
Total (B) = (l)+(2) |
 |
 |
 |
 |
 |
95.68 |
|||||
 |  |  |  |  |  |  |  |  |  |  |  |
C. Remuneration to other Directors key managerial personnel other than MD/MANAGER/WTD:
Rs Lakhs
SI. No |
Particulars of Remuneration |
Key Managerial Personnel |
||
CFO |
CS |
Total |
||
1 (a) |
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
12.60 |
4.49 |
17.09 |
(b) |
Value of perquisites u/s 17(2) Income-tax Act, 1961 |
16.58 |
8.56 |
25.14 |
(c) |
Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
â |
â |
â |
2 |
Stock Option |
â |
â |
â |
3 |
Sweat Equity |
â |
â |
â |
4 |
Commission |
 |
 |
 |
 |
- as % of profit |
â |
â |
 |
 |
- others, specify... |
 |
 |
 |
5 |
Others, please specify |
â |
â |
â |
Total (C) |
29.18 |
13.05 |
42.23 |
 |
Â
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
On Behalf of the Board |
||
For Ultramarine & Pigments Limited, |
||
 |
Tara Parthasarathy |
R. Senthil Kumar |
Place: Chennai |
Joint Managing Director |
Whole - time Director |
Date : 15th May, 2019 |
[DIN: 07121058] |
[DIN: 07506927] |
Â
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty/ Punishment/ Compounding fees imposed |
Authority [RD/ NOT/ COURT] |
Appeal made, if any (give Details) |
Penalty |
None |
||||
Punishment |
None |
||||
Compounding |
None |
||||
OTHER OFFICERS IN DEFAULT |
 |
||||
Penalty |
None |
||||
Punishment |
None |
||||
Compounding |
None |
Annexure - 4
Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2018-19.
i) Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2018-19.
SI. No. |
Name of the Director |
Designation |
Ratio of remuneration of each Director to median remuneration of employees |
1. |
Tara Parthasarathy |
Joint Managing Director |
23:1 |
2. |
R. Senthil Kumar |
Whole-time Director |
15:1 |
ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary or manager during the financial year 2018-19.
SI. No. |
Name |
Designation |
Percentage increase in remuneration |
1. |
Tara Parthasarathy |
Joint Managing Director |
11.84 |
2. |
R. Senthil Kumar |
Whole -time Director |
2.44 |
3. |
S. Ramanan |
Chief Financial Officer |
1.88 |
4. |
Kishore Kumar Sahoo |
Company Secretary |
9.00 |
iii) The percentage increase in the median remuneration of Employees in the financial year is 39.67. iv) The Company has 892 permanent employees on the rolls of Company as on 31st March, 2019. v) Relationship between average increase in remuneration and Company's performance:
The profit before tax for the financial year ended 31st March, 2019 increased by 17% whereas the average increase in remuneration was 17%.
vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
SI. No. |
Particulars |
Year (2018 - 19) |
Year (2017 - 18) |
Percentage of increase/ decrease |
1 |
Sales |
30,686 |
27,736 |
10.63 |
2 |
Profit before tax |
8,037 |
6,341 |
26.74 |
3 |
Remuneration of the KMP |
168 |
372 |
(54.84) |
vii) Market capitalization and price earnings ratio details are as under:
Particulars |
As on 31.03.2019 |
As on 31.03.2018 |
Increase/ (Decrease) (%) |
Price Earnings Ratio |
14.86 |
18.39 |
(19.2) |
Market Capitalization ( Rs in Crore) |
767.08 |
802.85 |
(4.45) |
The Company has not made any public issue of shares.
viii) Average percentage increase in the salaries of employees other than the managerial personnel in the financial year is 18.89% whereas the increase in the managerial remuneration was 11.48%.
ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.
SI. No. |
Name of Key Managerial Personnel |
Designation |
Percentage increase in Remuneration |
Percentage of increase in performance |
1. |
Tara Parthasarathy |
Joint Managing Director |
11.84 |
8.61 |
2. |
R. Senthil Kumar |
Whole - time Director |
2.44 |
8.61 |
3. |
S. Ramanan |
Chief Financial Officer |
1.88 |
8.61 |
4. |
Kishore Kumar Sahoo |
Company Secretary |
9.00 |
8.61 |
x) The key parameter for any variable component of remuneration availed by Managing Directors:
Only Commission is payable in addition to monthly remuneration. The Commission is based on the performance of the Company and is paid upon recommendation of Nomination and Remuneration Committee. Variable compensation is payable to a Whole-time director of the Company.
xi) The ratio of the remuneration of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: 1: 1.45
xii) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
Annexure - 5
Details of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.
SI. No. |
Name of Employee |
Age in Years |
Qualification and Experience |
Designation |
Remuneration (Rs) |
Percentage of equity shares held in the Company |
Date of commencement of employment |
Last Employment held |
1 |
Ms. Indira Sundararajan |
71 |
BSc. Tech 27 yrs |
Vice Chairperson and Managing Director |
50,95,049 |
3.67 |
01.07.2003 |
Thirumalai Chemicals Ltd., |
2. |
Ms. Tara Parthasarathy |
33 |
B Tech, Master of Environmental Management (MEM) 9 Yrs |
Joint Managing Director |
7,157,021 |
0.07 |
16.03.2015 |
World Resources Institute, Bangalore |
3. |
Mr. R. Senthil Kumar |
52 |
Science Graduate 30 yrs |
Whole- time Director |
4,860,242 |
0.00 |
20.07.1988 |
Ultramarine & Pigments Ltd., as General Manager-Operations |
Notes:
1) Remuneration paid to Mrs. Indira Sundararajan upto 09.05.2018
2) Remuneration includes Company's contribution to Provident Fund, Medical Benefits, Leave Travel Allowance and commission payable etc.
3) Nature of employment is contractual.
On Behalf of the Board |
||
For Ultramarine & Pigments Limited, |
||
 |
 |
 |
 |
Tara Parthasarathy |
R. Senthil Kumar |
Place: Chennai |
Joint Managing Director |
Whole - time Director |
Date : 15th May, 2019 |
[DIN: 07121058] |
[DIN: 07506927] |
Annexure - 6
Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
I CONSERVATION OF ENERGY
a) Energy saving systems are incorporated wherever necessary and energy savings are attempted continuously.
b) Existing energy saving systems are properly utilised and further devices are added whenever necessary.
FUEL CONSUMPTION (POWER & FUEL)
 |
UNITS |
YEAR ENDING 31.03.2019 |
YEAR ENDING 31.03.2018 |
1. ELECTRICITY |
 |
 |
 |
a) Purchased Units |
KW/HR |
65,28,998 |
66,35,406 |
Total amount paid |
 |
5,11,66,298 |
5,41,88,199 |
Rate/ Unit |
Rs |
7.84 |
8.17 |
b) Own Generation |
 |
 |
 |
Through Windmill |
KW/HR |
58,78,398 |
46,58,947 |
Through Solar |
KW/HR |
4,19,158 |
2,58,599 |
Through DG |
KW/HR |
1,36,485 |
1,53,974 |
Unit/ Litre of Diesel Oil |
KW/HR |
3.35 |
3.31 |
Cost Per Unit |
Rs |
21.72 |
18.26 |
2. COAL AND COKE |
 |
 |
 |
Coal & Coke &Pet Coke |
Rs |
3,73,92,597 |
3,04,35,158 |
Coal & Coke &Pet Coke |
Tons |
1,657 |
1,407 |
Rate / Ton |
Rs |
22,569 |
21,625 |
3. FURNACE OIL/ DIESEL /SKO ETC |
 |
 |
 |
Furnace Oil/ Diesel /SKO Etc. |
KL |
1,314 |
1,299 |
Total amount |
Rs |
5,96,11,304 |
4,69,26,680 |
Rate / KL |
Rs |
45,370 |
36,135 |
4. LPG |
 |
 |
 |
LPG- Value |
Rs |
88,50,438 |
- |
LPG CYLINDER 450 KG QUANTAZ |
KG |
1,36,972 |
- |
Average rate per KL |
Rs/KG |
64.61 |
- |
4. RESEARCH & DEVELOPMENT EXPENDITURE ON R&D |
 |
 |
 |
i) Capital |
Rs |
28,42,657 |
17,42,218 |
ii) Recurring |
Rs |
1,29,68,369 |
1,12,38,310 |
iii) Total |
Rs |
1,58,11,026 |
1,29,80,528 |
iv) Total R&D Expenditure as a percentage of total turnover |
 |
0.52% |
0.47% |
II. TECHNOLOGY ABSORPTION, ADAPTATION, INNOVATION
Your Company is taking initiatives for improving the quality of all products and services by absorbing new technologies in product / process developments through modernization and also by cost-effective methods / processes.
III. FOREIGN EXCHANGE EARNINGS & OUTGO
Your Company is constantly exploring new markets to enhance the exports of its products. In spite of stiff competition faced in the international market, vigorous efforts are being made to enhance our revenue from IT-Enabled Services Division. Earnings in Foreign Exchange from Exports and Services are given in Notes forming part of Accounts.
On Behalf of the Board |
||
For Ultramarine & Pigments Limited, |
||
 |
 |
 |
 |
Tara Parthasarathy |
R. Senthil Kumar |
Place: Chennai |
Joint Managing Director |
Whole - time Director |
Date : 15th May, 2019 |
[DIN: 07121058] |
[DIN: 07506927] |
Annexure - 7
Annual Report on Corporate Social Responsibility (CSR) Acitvities, 2018-19: Composition of CSR Committee:
Mr. T.R. Madhavan Chairman of the Committee (Independent Director)
Mr. Vinod G. Nehemiah Member (Independent Director)
Mrs. Indira Sundararajan Member (Non - Executive Director)
Corporate Social Responsibility (CSR) Policy : adopted and implemented in the year 2014. Corporate Social Responsibility (CSR) Philosophy:
In UPL, giving back to the community is considered as a necessity and not a choice. Since inception, it has been inculcated in our employees and our management that the company's well-being hinges not only upon the financial health, efficiency of production and general health and wealth of our employees but also upon the health, wealth and opportunities available to the weaker section of the society with special focus on rural people.
CSR contribution:
Pursuant to the provisions of Companies Act, 2013, the Company should spend in every financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial year. In compliance with the said provision, the expenditure made by the Company towards CSR activities for the financial year 2018 -19 is given below:
Particulars |
Amount |
i) Average net profit of the Company for the last three years (computed as per the provision of section 198 of the Companies Act, 2013) |
Rs 5,012 Lakhs |
ii) Prescribed CSR expenditure: 2% of (i) above |
Rs 100.24 Lakhs |
iii) Total amount spent for the financial year towards CSR activities |
Rs 107.00 Lakhs |
iv) Manner in which the amount spent during the financial year is detailed below:
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
SI. No. |
CSR project or activity identified |
Sector in which the project is covered ( clause no. of Schedule VII to the Companies Act, 2013 as amended |
Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken. |
Amount outlay (budget) project or programs wise |
Amount spent on the projects or programs Sub -heads: 1) Direct expenditure on projects or programs. (2) Overheads: |
Cumulative expenditure up to the reporting period |
Amount spent direct or through implementing agency |
 |
(Rs. in lakhs) |
 |
|||||
1. |
Integrated Community Health and Development Program for primary and Secondary health care |
Clause (i), (iv) promoting health care including preventive health care |
Ranipet, Vellore district of Tamil Nadu |
120.00 |
88.00 |
366.78 |
Implementing agency -"Thirumalai Charity Trust", Vellore, Tamil Nadu |
2. |
Education Programs: ⢠Contribution towards installation of solar power plant for a School |
Clause (ii) Promotion of Education |
Mumbai |
 |
10.00 |
20.00 |
South Indians Welfare Society, Mumbai |
 |
⢠Contribution to the school for spastic and mentally retarded children |
 |
Ranipet, Vellore district of Tamil Nadu |
 |
4.00 |
 |
VISHWAS |
 |
⢠Contribution to a School |
 |
Ranipet, Vellore district of Tamil Nadu |
 |
2.00 |
 |
Bhuvana Foundation |
3. |
Contribution towards construction of Toilets |
Health and sanitation development in rural India |
Chennai |
 |
1.00 |
 |
South Central India Network for development alternatives |
4. |
Contribution towards disaster relief |
 |
Kerala |
 |
2.00 |
 |
Chief Ministers Distress Relief Fund, Kerala |
 |
Total |
 |
 |
120.00 |
107.00 |
386.78 |
 |
Â
Responsibility Statement
The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company is reproduced below:
'The implementation and monitoring of Corporate Social Responsibility (CSR) policy, is in compliance with CSR objectives and policy of the Company'.
On Behalf of the Board |
|||
For Ultramarine & Pigments Limited, |
|||
 |
 |
Tara Parthasarathy |
T.R. Madhavan |
Place: |
Chennai |
Joint Managing Director |
Chairman, CSR Committee |
Date: |
15th May, 2019 |
[DIN: 07121058] |
[DIN: 00163992] |
Â
Mar 31, 2018
To
Dear Members,
The Directors have the pleasure of presenting the 57th Annual Report and the audited financial statement of the Company for financial year ended March 31, 2018.
FINANCIAL RESULTS:
A summary of the Companyâs Financial Results for the financial year 2017 -18 is as under:
Rs.Lakhs
Particulars |
Financial Year 2017-18 |
Financial Year 2016-17 |
Revenue from operations ( net of excise duty) |
27,736 |
25,541 |
Profit before tax |
6,341 |
4,818 |
Tax Expenses ( Including Deferred Tax) |
1,977 |
1,571 |
Profit after Tax |
4,364 |
3,247 |
DIVIDEND:
Your Directors have recommended a dividend of Rs. 4.25 per share of the nominal value of Rs. 2.00 each for the year ended March 31, 2018 [previous year Rs. 4.00 per Share of nominal value Rs. 2.00 per share]. The payment of dividend together with the tax thereon absorbed a sum of Rs. 1493.64 Lakhs. The dividend, if declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 13th August, 2018.
SHARE CAPITAL:
The paid up equity share capital as on 31st March, 2018 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:
i) As per the provisions of Companies Act, 2013, Ms. Tara Parthasarathy (DIN.07121058), retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.
ii) Mrs. Indira Sundararajan (DIN. 00092203) ceased to be the Managing Director of the Company with effect from 09.05.2018 by virtue of operation of law [provision of Section 196 (3) (a) of Companies Act, 2013, attaining age 70] and will continue to remain as Non - Executive Director, and Vice Chairperson of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors had furnished to the Company a declaration under 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 SEBI Listing Regulations.
MEETINGS:
During the year, five Board meetings and five Audit Committee meetings were convened and held. The details 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 Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual performance evaluation of the performance of the Board, the Directors individually as well as the evaluation of Board Committees was carried out.
The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.
The performance evaluation of the Non Independent Directors was carried out by the entire Board of Directors (excluding the Director being evaluated). The Parameters considered were compliance to regulation and statutes with due emphasis on corporate governance, technical competence, contribution to discussion on strategy / performance, motivating and reviewing key employees etc.
The Independent Directors have assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
The evaluation of Independent Directors was done by the entire Board of Directors (excluding the Independent Director being evaluated). They are evaluated on various parameters viz., participation in Board and Committee meetings, value addition to discussions on strategy, objectivity and independence of views, suggesting in best practices and new perspectives from their experience, etc.
The evaluation process was conducted through a format of questionnaire with provision for rating on a scale from 1 to 5 (5 being the highest and 1 being the lowest).
POLICIES:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed companies. In compliance with the same, the Company has formulated the policies. The corporate governance policies viz. Policy on Related Party Transactions, Corporate Social Responsibility Policy, Policy on Board Diversity, Policy on Disclosure of Material Event / Information, Code of Fair Disclosure under SEBI (Prohibition of Insider Trading) Regulations, 2015, Whistle Blower Policy etc. are available on our Companyâs website: www.ultramarinepigments.net.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The policy of the Company on directorâs 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 Directorâs 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 on business goals and objectives and enhancement of the value of stakeholders. The risk management process is reviewed by the Audit Committee and their suggestion and observation are implemented.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
The vigil mechanism of the Company incorporates a whistle blower policy in terms of listing agreement (now SEBI Listing Regulations) with Stock Exchange. Through this policy it aims to provide an avenue for employees to raise their concerns on any violation of legal or regulatory requirements, fraud, misfeasance, misrepresentation of financial statements and reports.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18. No. of complaints received: Nil, No. of complaints disposed off: NA
DIRECTORSâ 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, 2018 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, 2018 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 âgoing concernâ 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 6,7,11 & 15 to the financial statement).
RELATED PARTY TRANSACTIONS:
All related party transactions entered into during the financial year were on an armâs 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 were foreseen and repetitive in nature. The transactions for which omnibus approval was required were placed before the Audit Committee and Board for their review and approval.
A policy on the Related Party Transactions was framed, approved by the Board and posted on the Companyâs 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.
STATEMENT PURSUANT TO SEBI LISTING REGULATIONS:
The Companyâs shares are listed with Bombay Stock Exchange Ltd. Your Company has paid the respective annual listing fees and there are no arrears.
REPORT ON CORPORATE GOVERNANCE:
A report on Corporate Governance is annexed herewith. As required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditorâs Certificate on Corporate Governance is enclosed to the Boardâs Report.
STATEMENT SHOWING UNCLAIMED DIVIDEND AS ON MARCH 31, 2018:
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The unclaimed amounts along with their due dates for transfer to IEPF is mentioned below:
Sl. No. |
Year |
Nature |
Dividend Amount per Share (in Rs.) |
Amount of unclaimed dividend as on March 31, 2018 (Rs.) |
Due date to transfer unclaimed dividend amount to IEPF [IEPF rule 3(1)] |
1 |
2010-11 |
Final |
3.00 |
462,873 |
15/10/2018 |
2 |
2011-12 |
Final |
3.00 |
470,010 |
25/10/2019 |
3 |
2012-13 |
Final |
2.25 |
511,108 |
14/09/2020 |
4 |
2013-14 |
Final |
2.50 |
767,400 |
17/10/2021 |
5 |
2014-15 |
Final |
3.00 |
1,024,905 |
17/10/2022 |
6 |
2015-16 |
Interim |
3.50 |
1,287,094 |
02/06/2023 |
7 |
2016 -17 |
Final |
4.00 |
1,475,028 |
22/10/2024 |
The details of unclaimed dividend are available on the Companyâs website: www.ultramarinepigments.net/ investors/ investors information
TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions under Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, shares in respect of which dividend were not claimed by the shareholders for seven consecutive years, have been transferred to Investor Education and Protection Fund (IEPF).
80,608 shares were transferred to IEPF on 25.11.2017.
The details are posted in the Companyâs website: www.ultramarinepigments.net / investors/ investors information.
DETAILS RELATING TO DEMATERIALISED UNCLAIMED SUSPENSE ACCOUNT:
Aggregate no. of Shareholders at the beginning of the year |
No. of Shares |
No. of Shareholders approached for transfer of shares from suspense account |
No. of shareholders to whom shares were transferred from suspense account during the year |
Aggregate no. of Shareholders at the end of the year |
No. of Shares |
16 |
1,02,800 |
Nil |
Nil |
16 |
1,02,800 |
The voting rights on the abovementioned shares shall remain frozen till the rightful owner of such shares claims the shares.
AUDITORS:
As per the notification of Ministry of Corporate Affairs dated 7th May, 2018, proviso to Section 139 (1) of the Companies Act, 2013 (placing the ratification of appointment of auditors at every Annual General Meeting) has been omitted with immediate effect. Accordingly, ratification of appointment of M/s. Brahmayya & Co., Chartered Accountants, Chennai, statutory auditors is not required to be placed before the Shareholders at the forthcoming Annual General Meeting (AGM) of the Company. M/s. Brahmayya & Co was appointed as statutory auditors at the AGM held on 7th August, 2014 to hold office from the conclusion of the meeting till the conclusion of Annual General Meeting to be held in the year, 2019.
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 (Membership no.11733) has been appointed as Cost auditor for the financial year 2017-18.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. 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 are 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),(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - 4 & 5 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars required to be included in terms of section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given in Annexure - 6 to this report.
REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY:
A report on CSR initiatives of the Company and CSR policy are given in Annexure - 7 to this report.
ACKNOWLEDGEMENT:
Your Directors thank the various Central and State Government Departments, Organisations and Agencies for the co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz., shareholders, customers, dealers, vendors, banks for their support. The Directors place on record their sincere appreciation of all employees of the Company for their commitment and continued contribution to the Company.
On Behalf of the Board
For Ultramarine & Pigments Limited,
Tara Parthasarathy R. Senthil Kumar
Place: Chennai Joint Managing Director Whole - time Director
Date : 30th May, 2018 [DIN: 07121058] [DIN: 07506927]
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.
Directorsà 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 Ãgoing
concernà 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 ÃWTGsà 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 CompanyÃs 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, Auditorsà 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 Directorsà 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