Mar 31, 2015
Dear Members,
The Directors are delighted to present the Twenty Third Annual Report
and Audited Accounts for the financial year ended March 31, 2015
RESULTS OF OPERATION
Rs. in Lakh
2014-15 2013-14
Operating Revenue 3837.30 3672.14
Profit/(Loss) before tax (168.93) (88.90)
Profit/(Loss) after tax (168.93) (88.90)
OPERATION ANALYSIS
The financial year 2014-2015 was a challenging year for the Company.
During the year under review the Company achieved gross sales of Rs.
38.37 crores as against Rs. 36.72 crores in the previous year showing
an increase of 4.5%.
The Company's profitability was adversely affected due to steep
increase in the prices of raw materials and increased competition in
seafood industry. The availability of sea caught raw material is so
poor which is an important part of your Company's production.
The machineries of the Company were around 21 year old and almost
obsolete. The freezing capacity of flow freezer has gone down by 50% of
actual capacity. So we were not able to produce even 3 tons per day
which was 5-6 tons per day before. Consequently the number of
containers exported reduced gradually to 45-50 per year compared to
100-108 containers at the earlier periods.
Due to the above reasons as a part of capacity expansion plan the
management has decided to purchase an advanced cooking and freezing
line and during the end of the financial year the machine worth of Rs.
3 Crores was installed and successfully commissioned at the factory.
The new machine has the capacity to process big size value added
shrimps which can enhance the competitiveness of the company. New
machine is suitable to process cultured shrimps as an alternate source
of raw material. With the installation of new machineries having a
production capacity of 1000 Kg per hour the Company is expecting a
significant increase in the production capacity and export turnover.
Your Company is confident that it will be able to establish its name in
the market in the years to come with the growing demand for Indian
seafood products across the world and the expanded production capacity
of the Company.
DIVIDEND
Due to the inadequacy of profits your directors regret their inability
to recommend any dividend for the year.
PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company was in receipt
of remuneration requiring disclosure under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is appended as
Annexure 1 to the Board's report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year, Mr. V T John and Mr. Varghese Thomas ceased to be the
directors of the Company. The Board of Directors wishes to place on
record its appreciation for the valuable services rendered by Mr. V T
John and Mr. Varghese Thomas during their tenure as directors ofthe
Company.
Your directors place on record their sincere appreciation of the
constructive contribution made by Mr.Thomas P Koshy, Chief Executive
ofthe company.
The Board has as per the provisions of Section 161 of the Companies
Act, 2013, appointed Ms. Nithya Alex, as Additional Director on the
Board of the Company with effect from 07th February, 2015.
The Board has as per the provisions of Section 203 of the Companies
Act, 2013, appointed Ms. Bindu Suresh, as Chief Financial Officer of
the Company with effect from 30th September, 2014.
Mr. K C Thomas, Director, retire by rotation and being eligible has
offers himself for re-appointment. The Composition of the Audit
committee is disclosed in the corporate governance report for the
purpose of Section 177(8) ofthe Companies Act, 2013.
During the year under review, the members approved the appointments of
Mr. Iype Mathew and Mr. Nath Ram as Independent Directors who are not
liable to retire by rotation. The Company has received necessary
declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he meets the criteria of independence laid
down in Section 149(6) ofthe Companies Act, 2013 and Clause 49 ofthe
Listing Agreement.
The details of programmes for familiarisation of Independent Directors
with the Company is put up on the website of the Company at the link:
http://uniroyalmarine.com/wp-content/uploads/2015/03/FAMILIARIZATION-
PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf
AUDIT COMMITTEE
The Composition of the Audit committee is disclosed in the corporate
governance report for the purpose of Section 177(8) ofthe Companies
Act, 2013. All the recommendations made by the Audit committee have
been accepted by the Board.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The company has put in place a mechanism of reporting illegal or
unethical behavior. Employees are free to report violations of laws,
rules, regulations or unethical conduct to their immediate
supervisor/notified persons. The policy is available on our website at
the link:
http://uniroyalmarine.com/wp-content/uploads/2015/02/UME-Whistle-
Blower-Policy-Vigil-Mechanism.pdf
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) ofthe Companies Act, 2013, an
extract ofthe annual return in the prescribed format is appended as
NUMBER OF MEETINGS OF THE BOARD
The Board met seven times during the financial year, the details of
which are given in the corporate governance report that forms part of
this Annual Report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013.
BOARD EVALUATION
The performance evaluation of non independent directors are done by the
Nomination and Remuneration Committee at its meeting held on
02.06.2015.
The performance evaluation of independent directors are done by the
entire Board of Directors, excluding the director being evaluated at
the Board Meeting held on 02.06.2015.
The performance evaluation of the Board was carried out on a
questionnaire template on the basis of criteria such as flow of
information to the Board, effective role played by the Board in
decision making etc.. The evaluation of all the directors and the
Board as a whole was conducted based on the criteria and framework
adopted by the Board. The Board approved the evaluation results as
collated by the nomination and remuneration committee.
A separate meeting of Independent Directors of the Company was held
during the year under review, in which the members evaluated the
performance of the Chairman on the basis of criteria such as giving
guidance to the Board and ensuring the independence of the Board etc.
The performance of the non-independent directors was also evaluated on
the basis of their contribution to the Board deliberations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Subsection
(3) of Section 178 ofthe Companies Act, 2013, adopted by the Board, is
put up on the website of the Company at the link:
http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for-
Remuneration1.pdf
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Disclosure regarding remuneration or commission to Managing
Director or the Whole-time Directors from subsidiaries not applicable
since there is no subsidiaries.
5. There is no change in the nature of business.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
7. Your Company does not have any subsidiaries, joint ventures and
Associate companies.
8. It is not proposed to carry any amount to reserves.
9. There are no material changes and commitments affecting the
financial position of the company which have occurred between the end
of the financial year 2014-2015 and the date of this report.
Your Directors further state that the Company has in place an Anti
Sexual Harassment Policy and has a committee for prevention of sexual
harassment of women at work place. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. During
the year under review, there were no complaints received pursuant to
the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
All transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's
length basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties which could
be considered material.
Your Directors draw attention of the members to Note 32 to the
financial statement which sets out related party disclosures.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134
of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014, are enclosed as Annexure 3 to the Board's report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
i. in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
iii. the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern
basis.
v. the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
RISK MANAGEMENT
During the year, your Directors have adopted a Risk Management Policy
which is intended to formalise the risk management procedures, the
objective of which are identification, evaluating, monitoring, and
minimising identifiable risks. The Risk management policy is
successfully implemented by the company to protect the value of the
Company on behalf of the shareholders.
AUDITORS
Statutory Auditors
M/s. Kuruvilla, & Indukumar, Chartered Accountants, Kochi, Independent
Auditors of the Company will retire at the forthcoming Annual General
Meeting and are eligible for reappointment. In accordance with the
Companies Act 2013, it is proposed to reappoint them from the
conclusion of this Annual General Meeting till the conclusion of the
25th Annual General Meeting, subject to the approval of shareholders.
The Auditors report for the year 2014-15 does not contain any
qualification. However there is a matter of emphasis regarding non
funding of gratuity plans. Due to financial constraints, the Company
was not able to set apart and invest Gratuity Liability. Necessary
action will be taken in this regard.
Auditors' certificate on corporate governance
As required by Clause 49 of the Listing Agreement, the auditors'
certificate on corporate governance is enclosed as Annexure 4 to the
Board's report.
Secretarial Auditor
Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company
Secretaries, Cochin, was appointed to conduct the secretarial audit of
the Company for the financial year 2014-15, as required under Section
204 of the Companies Act, 2013 and Rules there under.
Secretarial Audit Report
Secretarial Audit Report, issued by Mr. Satheesh Kumar N of M/s.
Satheesh & Remesh, Practising Company Secretaries, Cochin, Secretarial
Auditor in Form No. MR -3 forms part of this Board Report and is
annexed herewith as Annexure 5.
While confirming that the company has complied with the provisions of
applicable acts, rules, etc., the auditors made few observations. The
Board's clarifications for the same are as follows.
Intimation of closure of trading window to stock exchanges: The closing
of trading window has been intimated to stock exchanges properly and
also published in the notice board of the Company. Action has been
taken to intimate the trading window closing period to all specified
persons individually.
Updation of registers: Few registers required to be maintained were not
updated due to oversight. However action has been taken to update the
registers.
Reporting under Listing agreement: Due to oversight the was a short
delay in submitting few reports under listing agreement. Systems are
established to monitor the reporting requirements to ensure the reports
are being filed on time.
Proof of dispatch of notice of AGM: The Company has sent soft copy of
annual reports to those shareholders who have submitted their email
address. For all other shareholders physical copy of annual reports
were sent. However for few shareholders the proof of sending annual
report is not traceable. Action has been taken to ensure proper
maintenance of record of sending annual report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude
especially to The Federal Bank Ltd, UCO Bank, Government Authorities,
Central Excise Dept., MPEDA, EIA and other statutory authorities,
customers, suppliers and shareholders. Your Directors also wish to
thank all the employees for their co-operation.
For and on behalf of the Board of Directors
Kozhikode Iype Mathew
08-08-2015 Chairman (DIN - 01546555)
Mar 31, 2014
Dear Member,
The Directors are delighted to present the Twenty Second Annual Report
and Audited Accounts for the financial year ended March 31, 2014.
Results of Operation
Rs. in Lakh
2013-14 2012-13
Operating Revenue 3672.14 2909.38
Profit/Loss before tax (88.90) (74.67)
Profit/Loss after tax (88.90) (74.67)
OPERATION ANALYSIS
During the year under review the Company achieved gross sales of Rs.
36.72 crores in 2013-14 as against Rs. 29.09 crores in the previous
year inspite of the challenging industrial scenario in the country
showing an increase of 26%.
The Company''s profitability was adversely affected due to steep
increase in the prices of raw materials and increased competition in
seafood industry. Sea caught raw material availability is so poor and
our Company is not able to procure even 20% of the material required to
run the factory. So the Company has to depend up on cultured (farmed)
shrimps from Andhra Pradesh and Karnataka to meet the market demand
which involve more transportation cost and material cost. Our machines
are so obsolete to produce value added products and yield is 10% less
than the yields produced by the present sophisticated machines
available in the market, so we face difficulties in competing with
other seafood Companies which are using advanced technology for
production.
The immediate need of the Company is to go for new production line to
cope up with the present market scenario. Our Company management has
decided to buy new sophisticated machines and ordered the same and
expected to be installed by the end of this December.
Your Company is confident that it will be able to establish its name in
the market in the years to come with the growing demand for Indian
seafood products across the world.
ENERGY CONSERVATION MEASURES
Information on the conservation of energy which are required to be
disclosed under section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the report of Board of
Directors) Rules1988 are given below.
Particulars Energy Consumption during
A. Power and Consumption 2013-14 2012-13
1.Electricity
i) Purchased Units KWH 1850960 1873428
ii) Total Amount Rs. 10092017 10273754
iii) Rate per unit Rs. 5.45 5.48
2. Own Generation through
Diesel Generator
i) Unit KWH 30422 70720
ii) Unit/Ltr. of Diesel Oil KWH 136 2.60
iii) Cost per Unit Rs. 11.41 18.88
B. Consumption per Unit of
Production
a) Electricity KWH 2.12 1.70
b) Diesel Ltrs. 0.47 0.43
PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company was in receipt
of remuneration requiring disclosure under section 217 (2 A) of the
Companies Act,1956, read with the Companies (Particulars of Employees)
Rules, 1975.
DIRECTORS
During the year, Mr. P Shrinivas resigned as member of the Board. The
Board of Directors wishes to place on record its appreciation for the
valuable services rendered by Mr. P Shrinivas during his tenure as
director of the Company.
Your directors place on record their sincere appreciation of the
constructive contribution made by Mr. Thomas P Koshy, Chief Executive
Officer of the company.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Iype
Mathew, Mr. Nath Ram as Independent Directors of the Company.
As per section 149(4) of the Companies Act, 2013 (Act), which came into
effect from April 1, 2014, every listed public company is required to
have at least one-third of the total number of directors as Independent
Directors. In accordance with the provisions of section 149 of the Act,
these Directors are being appointed as Independent Directors not liable
to retire by rotation to hold office as per their tenure of appointment
mentioned in the Notice of the forthcoming Annual General Meeting (AGM)
ofthe Company.
Mr. V T John & Mr. Varghese Thomas, Directors, retire by rotation and
being eligible has offered themselves for re-appointment.
AUDITORS
M/s. Kuruvilla, & Indukumar Chartered Accountants, Kochi, Independent
Auditors of the Company will retire at the forthcoming Annual General
Meeting and are eligible for reappointment. In accordance with the
Companies Act 2013, it is proposed to reappoint them from the
conclusion of this Annual General Meeting till the conclusion of the
next Annual General Meeting, subject to the approval of shareholders.
The Auditors report for the year 2013-14 does not contain any
qualification. However there is a matter of emphasis regarding non
funding of gratuity plans. Due to financial constraints, the Company
was not able to set apart and invest Gratuity Liability. Necessary
action will be taken in this regard.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE
COMPANIES ACT.1956.
Your Directors confirm
(1) that in the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures.
(2) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at March 31, 2014 and of the profit for
the period ended March 31, 2014.
(3) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(4) that the directors had prepared the Annual Accounts on a going
concern basis.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the following reports
are attached as Annexure to Directors'' Report:
(a) Management Discussion and Analysis.
(b) The Report on Corporate Governance of your Directors in the Company.
(c) Auditors'' Certificate on Compliance of the Corporate Governance.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude
especially to The Federal Bank Ltd, UCO Bank, Government Authorities,
Central Excise Dept., MPEDA, EIA and other statutory authorities,
customers, suppliers and shareholders. Your Directors also wish to
thank all the employees for their co-operation.
For and on behalf of the
Board of Directors
Kozhikode Iype Mathew
09-08-2014 Chairman
Mar 31, 2012
The Directors are delighted to present the Twentieth Annual Report and
Audited Accounts for the financial year ended March 31,2012.
Results of Operation
Rs. in Lakh
2011-12 2010-11
Operating Revenue 3482.45 2543.23
Profit before tax 144.42 50.70
Profit after tax 94.90 31.49
Operation Analysis
The financial year 2011-12 was a challenging year. The Global Economy,
barely a year after recession, witnessed lower economic growth. The
European economies stagnated and the US witnessed a down grade in its
credit rating. Despite this constraints and challenging environment
your company performed well and was able to write off the accumulated
loss of Rs.93.68 lac and to transfer the balance profit of Rs. 1.22 lac
to Reserves & Surplus. The highlight of our performance are as under.
- Revenue from operation increased by 36% to Rs.3482.45 lac.
- PBDIT increased by 85% to Rs. 169.28 lac.
- Net Profit increased by 201 % to Rs.94.90 lac.
- Earning per share increased from Re.0.49 to Rs. 1.46.
ENERGY CONSERVATION MEASURES
Information on the conservation of energy which is required to be
disclosed under section 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the report of Board of
Directors) Rules 1988 are given below.
Unit Energy Consumption during
2011-12 2010-11
(A) Power and Consumption
1 .Electricity
i) Purchased Units KWH 2123680 1787335
ii) Total Amount Rs. 10990454 9390974
iii) Rate per unit Rs. 5.18 5.25
2. Own Generation
through Diesel
Generator
i) Unit KWH 49850 40156
ii)Unit/Ltr. of
Diesel Oil KWH 2.57 2.51
iii) Cost per Unit Rs. 18.81 17.77
(B) Consumption per
Unit of Production
a) Electricity KWH 1.66 1.30
b) Diesel Ltrs. 0.39 0.33
FOREIGN EXCHANGE EARNINGS AND OUTGO
i) Foreign Exchange earned during the year (on FOB basis) -Rs.3009Lac
ii) Foreign Exchange outgo -Rs.l7.97Lac
PARTICULARS OF EMPLOYEES
There were no employees drawing salary exceeding Rs. 2.00 lakh per
month or Rs. 24.00 lakh per annum and therefore, no information is
required to be furnished as per Sec. 217(2A) Companies Act, 1956.
DIRECTORS
Your directors place on record their sincere appreciation of the
constructive contribution made by Shri.Thomas P Koshy, Chief Executive
Officer of the company.
In terms of Article 95 of the Articles of Association, Shri. V.T. John
and Shri. Varghese Thomas will be retiring at the end of the ensuing
Annual General Meeting. They are eligible and offer themselves for
re-appointment.
AUDITORS '-
M/s Sudhir & Kuruvilla, Chartered Accountants, Kochi, were appointed as
Auditors of the Company till the conclusion of this Annual General
Meeting. They are eligible for re-appointment.
Qualification in Auditor's Report regarding non funding of gratuity
plans. Due to financial constraints, the company has not able to set
apart and invest Gratuity Liability, necessary action will be taken in
the next year.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE
COMPANIES ACT.1956.
Your Directors confirm:
(1)that in the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures.
(2) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at March 31, 2012 and of the profit for
the period ended March 31,2012.
(3) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(4) that the directors had prepared the Annual Accounts on a going
concern basis.
Report on Corporate Governance
Pursuant to Clause 49 of the Listing Agreement the following reports
are attached as annexure
(a) Management Discussion and Analysis
(b) The Report on Corporate Governance of your Directors in the Company
(c) Auditors' Certificate on Compliance of the Corporate Governance
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude
especially to The Federal Bank Ltd, UCO Bank, Government Authorities,
Central Excise Dept., MPEDA, EIA and other statutory authorities,
customers, suppliers and shareholders. The Directors also acknowledge
the contribution made by employees at all levels.
For and on behalf of the Board of Directors
Iype Mathew
Kozhikode Chairman
13-08-2012
Mar 31, 2010
The Directors are pleased to present the 18th Annual Report on the
business and operations of the company together with the Audited
Accounts for the year ended 31 st March, 2010.
Financial Results.
Rs, in lakhs
2009-2010 2008-2009
Sales 1993.76 2709.69
Profit before tax 32.50 200.91
Profit after tax 22.08 115.20
On account of past accumulated loss, your Directors have not
recommended any dividend.
Operation Analysis
In fiscal 2010, the global economic environment continued to be
difficult, our Company could achieve a moderate turnover of Rs. 1993.76
lakh during the year. The Company has been able to earn a cash profit
of Rs.85.96 lakh, and a net profit of Rs.22.08 lakh, after providing
Rs.4.75 lakh towards Deferred Tax,Rs.5.20 lakh towards Income tax and
Rs.53.93 lakh towards Depreciation. There is a decline in earning per
share from Rs.1.77 in the previous year to Rs.0.34 in the current
financial year.
ENERGY CONSERVATION MEASURES
Information on the conservation of energy which are required to be
disclosed under section 217(1) (e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the report of Board of
Directors) Rulesl 988 are given below.
Unit Energy Consumption during
2009-2010 2008-2009
(A) Power and Consumption
1. Electricity
i) Purchased Units KWH 2204436.00 2303961.00
ii) Total Amount Rs. 10700151.00 12826213.00
iii) Rate per unit Rs. 4.85 5.57
2. Own Generation through
Diesel Generator
i) Unit KWH 31937.00 42156.00
ii) Unit per Ltr. of Diesel Oil KWH 2.80 2.63
iii) Cost per Unit Rs. 11.64 13.48
(B) Consumption per Unit of
Production
a) Electricity KWH 2.29 1.52
b) Diesel Ltrs. 0.41 0.49
FOREIGN EXCHANGE EARNINGS AND OUTGO
i) Foreign Exchange earned during the year
(On FOB basis) - Rs. 157341091
ii) Foreign Exchange Outgo - Rs. 848691
PARTICULARS OF EMPLOYEES
There were no employees drawing salary exceeding Rs. 2.00 lakh per
month or Rs.24.00 lakh per annum and therefore, no information is
required to be furnished as per Sec. 217(2A) of the Companies Act,
1956.
DIRECTORS
Your directors place on record their sincere appreciation for the
constructive contribution made by Shri. Anush K Thomas, Managing
Director and Shri. Thomas P Koshy, Chief Executive of the company.
In terms of Article 95 of the Articles of Association, Shri. V.Mohanlal
and Shri.K.C.Thomas will be retiring at the end of the ensuing Annual
General Meeting. They are eligible and offer themselves for
re-appointment.
AUDITORS
M/s Sudhir & Kuruvilla, Chartered Accountants, Kochi, were appointed as
Auditors of the Company till the conclusion of this Annual General
Meeting. They are eligible for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA^ OF THE
COMPANIES ACT. 1956.
Your Directors confirm:
(1) that in the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures.
(2) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at 31st March, 2010 and of the profit for
the period ended 31st March, 2010.
(3) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
(4) that the directors had prepared the Annual Accounts on a going
concern basis.
Report on Corporate Governance
Pursuant to Clause 49 of the Listing Agreement (a) Management
Discussion and Analysis (b) The Report on Corporate Governance of your
Directors in the Company (c) Auditors certificate on compliance of the
Corporate Governance are given as Annexure to the Directors Report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere gratitude
especially to The Federal Bank Ltd, UCO Bank, Government Authorities,
Central Excise Dept., MPEDA, EIA and other statutory authorities,
customers, suppliers and shareholders. The Directors also acknowledge
the contribution made by employees at all level.
For and on behalf of the Board of Directors
Kozhikode, lype Mathew
26-07-2010 Chairman
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