Home  »  Company  »  Ultramarine Pig.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Ultramarine & Pigments Ltd.

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

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 -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

 

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

-

 

ii)  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

 

 

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

 

 

 

 

 

 

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

                   

 

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

 

 

 

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

 

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,
Vice Chairperson and Managing Director

Tara Parthasarathy,
Joint Managing Director

R. Senthil Kumar,
Whole-time Director

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

—

—

—

2

Stock Option

—

—

—

3

Sweat Equity

—

—

—

4

Commission

 

 

 

 

- as % of profit

19.64

30.00

__

 

- others, specify...

 

 

 

5

Others. Variable pay

—

—

10.00

Total (A)

50.95

63.71

41.27

 

 

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

—

—

—

2

Stock Option

—

—

—

3

Sweat Equity

—

—

—

4

Commission

 

 

 

 

- as % of profit

—

—

 

 

- others, specify...

 

 

 

5

Others, please specify

—

—

—

Total (C)

29.18

13.05

42.23

 

 

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]

 

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

 

 

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]

 


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 Company’s 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 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. 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

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, 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 “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 & 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 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, 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 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).

80,608 shares were transferred to IEPF on 25.11.2017.

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

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.

Directors’ Responsibility Statement

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

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

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

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

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

Finance

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

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

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

Statement Pursuant to Listing Agreement

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

Report on Corporate Governance

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

Auditors

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

Cost Audit

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

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

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

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

Acknowledgement

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

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

Date: May 26, 2011

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X