Your Directors have pleasure in submitting their Annual Report of the Company together withthe Audited Statements of Accounts for the year ended 31st March, 2024
The Company's financial performance for the financial year ended March 31, 2024:
[Amount in Rs (Lakhs)]
Particulars
As at the end of
current reportingperiod
previous reportingperiod
Revenue from operations
1,928.52
2,877.95
Other Income
7.16
9.81
Total Revenue
1,935.68
2,877.77
Total expense
2,210.89
2,909.21
Profit before Tax
(275.21)
(52.46)
Profit After tax
(276.21)
Earnings per Equity share:
Basic
(4.27)
(0.74)
Diluted
a) The Company is engaged in the business of purchasing, processing, curing, canning,freezing, selling, exporting and dealing in marine products.
b) There has been no change in the business of the Company during the financial year endedMarch 31, 2024.
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (FormMGT-7) for the financial year ended March 31, 2023, is available on the
Company's website and can be accessed at- https://uniroyalmarine.com/investorrelations
Five Board Meetings were held during the Financial Year ended March 31, 2024, i.e. 10.04.2023,30.05.2023, 11.08.2023, 13.11.2023 and 12.02.2024. The maximum gap between any two BoardMeetings was less than One Hundred and Twenty days.
The names of members of the Board and their attendance at the Board meetings are as follows;
S.
N
o
Name of Directors
Number of Meetingsattended/Total Meetings heldduring the Financial year 2023¬24
1
ANUSH KALLUVILA THOMAS
5
2
MOHANLAL VISWANATHAN NAIR
3
NITHYA ALEX
4
THOMAS KADAKKETH CHANDY
SACHU RAJAN EAPEN
6
AMBRISH NARESH SAMPAT
During the year under review, the Statutory Auditor in their report have not reported anyinstances of frauds committed in the Company by its officers or employees under Section 143(12)of the Companies Act, 2013.
The observations of the Statutory Auditors, when read together with the relevant notes to theaccounts and accounting policies are self-explanatory and do not call for any further comment.
There have been no material changes and commitments, which affect the financial position of thecompany which have occurred between the end of the financial year to which the financialstatements relate and the date of this Report.
There has been no change in the constitution of the Board during the financial year under reviewi.e. the structure of the Board remains the same.
No significant and material order has been passed by the regulators, courts or tribunals impactingthe going concern status or Company's operations in future.
All related party transactions that were entered into during the financial year ended March 31,2024 were on an arm's length basis and were in the ordinary course of business. Therefore, theprovisions of Section 188 of the Companies Act, 2013 were not attracted.
However, the disclosure of transactions with related parties for the financial year, as perAccounting Standard -18 Related Party Disclosures is given in Note no 31 to the Balance Sheet ason March 31, 2024.
The Company has Complied with the applicable Secretarial Standards (as amended from time totime) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1and SS-2 issued by The Institute of Company Secretaries of India and approved by CentralGovernment under section 118(10) of the Companies Act, 2013.
The Company has not made any investments, given guarantees, and provided securities duringthe financial year under review. Therefore, there is no need to comply with the provisions ofSection 186 of the Companies Act, 2013.
The Board of Directors of your company has decided not to transfer any amount to the Reservesfor the financial year under review.
The Board of Directors of the Company have not recommended any dividend on equity shares ofthe Company during the financial year 2023-24 to plough black the profit for continuedinvestment in the business.
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act,2013, read with the Companies (Accounts0 Rules, 2014, are enclosed as Annexure-2 to the BoardsReport.
During the year, your Directors have adopted a Risk Management Policy which is intended toformalize the risk management procedures, the objective of which is identification, evaluating,monitoring, and minimizing identifiable risks. The risk management policy is successfullyimplemented by the company to protect the value of the Company on behalf of the shareholders.
Our Company has always believed in providing a safe and harassment-free workplace for everyindividual working on its premises. The company always endeavors to create and provide anenvironment that is free from discrimination and harassment.
The policy on prevention of sexual harassment at the workplace aims to prevent harassment ofemployees, {whether permanent, temporary, ad hoc, consultants, interns, or contract workers,irrespective of gender, and lays down guidelines for identification, reporting, and prevention ofundesired behavior. The company has duly constituted an internal complaints committee as perthe said Act.
During the financial year ended March 31, 2024, there will nil complaints recorded pertaining tosexual harassment.
As on March 31, 2024, Company doesn't have any Subsidiary & Joint Venture and AssociateCompanies at the end of the year.
The details in respect of internal financial control and their adequacy are included in theManagement discussion and Analysis, which forms part of this report.
Auditors of the Company M/s B S J & Associates, Chartered Accountants( Firm Registration No:0105605), Ernakulam, Statutory Auditor of the Company hold office until the conclusion of theensuing Annual General Meeting and being eligible offer themselves for re-appointment until theconclusion of Annual General Meeting of the company to be held in the next Year.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder;the company had appointed, Mr K P Satheesan partner of GOPIMOHAN SATHEESAN ANDASSOCIATES LLP, Practicing Company Secretaries to undertake the Secretarial Audit of theCompany for the financial Year ended March 31, 2024. The secretarial Report has been annexedas Annexure-4 to the Directors' Report.
The Directors would like to inform the Members that the Audited Accounts for the financial yearended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013.The Financial Accounts are audited by the Statutory Auditors, M/s B S J & Associates, CharteredAccountants( Firm Registration No: 0105605). The Directors further confirm that: -
a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicableaccounting standards read with requirements set out under Schedule III to the Act, have beenfollowed and there are no material departures from the same.
b) The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31, 2024 and of the profit of the Company for the yearended on that date.
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a 'going concern' basis.
e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013pertaining to laying down internal financial controls is not applicable to the Company.
f) The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The company has not accepted any deposits during the financial year under review.
The Company has not developed and implemented any Corporate Social Responsibility initiativesas the said provisions are not applicable
As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records andAudit) Rules, 2014, your Company is not required to maintain cost records.
The Company has complied according to the provisions of Section 149(6) of the Companies Act,2013. The Company has also obtained declaration from all the Independent Directors pursuant toSection 149(7) of the Companies Act, 2013.
The company has put in place a mechanism of reporting illegal or unethical behavior. Employeesare free to report violations of laws, rules, regulations or unethical conduct to their immediatesupervisor/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.
During the year under review, no employee of the Company was in receipt of remunerationrequiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014. The table containing the names and other particulars ofemployees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, is appended as Annexure-1 to the Board's report.
The management discussion and analysis of the financial conditions including the result of theoperations of the company for the year under review as required under Regulation 34(e) of theSEBI (LODR) Regulations, 2015 is separately attached with this report.
The Composition of the Audit Committee is disclosed in the Corporate Governance report for thepurpose of Section 177(8) of the Companies Act, 2013. All the recommendations made by theAudit committee have been accepted by the Board.
As required by SEBI (LODR), the certificate on corporate governance is enclosed as Annexure 4 tothe Board's report.
The performance evaluation of non-Independent Directors is done by the Independent Directorsof the company at their meeting held on 24.08.2023.
The performance evaluation of Independent Directors is done by the entire Board of Directors,excluding the director being evaluated at the Board Meeting held on 10.04.2023.
The performance evaluation of the Board was carried out on a questionnaire template on thebasis of criteria such as flow of information to the Board, effective role played by the Board indecision making etc. The evaluation of all the directors and the Board as a whole was conductedbased 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 underreview, in which the members evaluated the performance of the Chairman on the basis of criteriasuch as giving guidance to the Board and ensuring the Independence of the Board etc. Theperformance of the Non- Independent Directors was also evaluated on the basis of theircontribution to the Board deliberations
The Company has not made any one-time settlement for loans taken from the Banks or FinancialInstitutions, and hence the details of difference between amount of the valuation done at the timeof one-time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is not applicable.
Your directors place on the record their appreciation of the Contribution made by employees,consultants at all levels, who with their competence, diligence, solidarity, co-operation andsupport have enabled the Company to achieve the desired results.
The board of Directors gratefully acknowledge the assistance and co-operation received from theCentral and State Governments Departments, Shareholders and Stakeholders.
DIN: 01254212| Managing Director DIN: 02191256|Director
Place: VengalamDate: 11-06-2024