Mar 31, 2025
The Directors present this Annual Report of Coastal Corporation Limited along with the audited financial statements for the
financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.
|
(STANDALONE) |
(CONSOLIDATED) |
|||
|
Particulars |
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
Revenue from Operations |
61299.88 |
42336.06 |
62821.87 |
43555.70 |
|
Other Income |
1047.73 |
687.90 |
1110.53 |
708.56 |
|
Total Income |
62347.61 |
43023.96 |
63932.40 |
44264.26 |
|
Profit before Taxation |
1027.88 |
1156.89 |
751.14 |
792.85 |
|
Current Tax |
200.00 |
195.00 |
214.88 |
195.82 |
|
Tax relating to earlier years |
(8.06) |
10.05 |
97.00 |
10.21 |
|
Deferred Tax Credit/(Charge) |
96.83 |
134.44 |
(8.91) |
134.64 |
|
Profit After Tax (PAT) |
739.98 |
817.40 |
448.17 |
452.18 |
|
Total Other Comprehensive Income/Loss net of tax |
29.51 |
61.07 |
16.88 |
69.53 |
|
Total Other Comprehensive Income for the year net |
769.49 |
878.47 |
465.05 |
521.71 |
On a consolidated basis, the Company''s total revenue for
FY 2025 was Rs. 62821.87 Lakhs as compared to the
previous year revenue of Rs. 43555.70 Lakhs. The profit
after tax (PAT) attributable to shareholders and non¬
controlling interests for FY 2025 and FY 2023 was Rs. 465.05
Lakhs and Rs. 521.71 Lakhs, respectively.
On a Standalone basis, the Company''s total revenue for
FY 2025 was Rs. 61299.88 Lakhs as compared to the
previous year revenue of Rs. 42336.06 Lakhs. The profit
after tax (PAT) attributable to shareholders and non¬
controlling interests for FY 2025 and FY 2024 was Rs. 769.49
Lakhs and Rs. 878.47 Lakhs, respectively.
The standalone and consolidated financial statements of
the Company for the financial year ended March 31, 2025,
have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry
of Corporate Affairs and as amended from time to time.
As on 31st March, 2025 the authorized capital of the
Company is Rs. 25,00,00,000/- (Rupees Twenty-Five crores
only) divided into 12,50,00,000 (Twelve crores fifty lakhs)
equity shares of Rs. 2/-each.
The paid-up capital of the Company as on 31st March 2025
stands at Rs. 13,39,54,460/-divided into 6,69,77,230 fully
paid-up equity shares (Rs. 2/- per share).
During the year the Company had forfeited 1,13,154 equity
shares vide its Board Resolution dated 27.05.2024 on
account of non-payment of call monies.
During the reporting period, the sub-division/split of 1
equity share of face value Rs. 10/- each, fully paid-up, into
5 equity shares of face value Rs. 2/- each, fully paid-up,
was completed. The record date for this was 4thMarch,
2025.
The Company has voluntarily formulated a Dividend
Distribution Policy which has been duly approved by the
Board of Directors and is available on the Company''s
website at: www.coastalcorp.co.in
The Board of Directors of the Company at their meeting
held on the 29th day of May, 2025 recommended a
Dividend of Rs.0.22/- i.e.,11% on the nominal value of
Equity Share of Rs. 2/- each which shall be declared subject
to the shareholders'' approval at this Annual General
Meeting. The dividend will be paid to all the eligible
shareholders as on the record date. As per the amended
Income Tax Act, 1961, no dividend distribution tax is
payable by the Company. Hence the dividend was taxable
in the hands of the shareholders subject to tax deduction
at source at the applicable rates. The dividend
recommended is in accordance with the principles and
criteria as set out in the dividend distribution policy.
The Company has not transferred any amount to the
reserves during the current financial year.
There were no Options granted or vested or any shares
issued on vesting during the year under the CCL ESOP
Scheme - 2021("CCL Scheme - 2021").
On March 31, 2025, the Company has the following three
wholly owned subsidiaries:
I) Continental Fisheries India Limited
II) Seacrest Seafoods Inc.
III) Coastal Biotech Private Limited
There has been no material change in the nature of the
business of the subsidiaries. There are no associates or
joint venture companies within the meaning of Section
2(6) of the Companies Act, 2013 ("Act").
Pursuant to Section 129(3) of the Companies Act, 2013, a
separate statement containing salient features of the
financial statement of both the subsidiaries of the
Company is annexed in the format of AOC-1 as Annexure
- 1 to the Financial Statements of the Company.
The accounts of the above subsidiaries have been
considered in the consolidated financial results of the
Company. The Annual Audited Financial Statements of
each of the subsidiary companies are placed on the
Company''s website.
All contracts / arrangements / transactions entered by the
Company during FY 2024-25 with related parties were on
an arm''s length basis and in the ordinary course of business
and approved by the Audit Committee. Certain
transactions, which were repetitive in nature, were
approved through omnibus route.
Particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2, is appended as
Annexure - 2 to this report.
These have been discussed in detail in the Notes to the
Financial Statements in this Annual Report.
The Company has not accepted any deposit from the
public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
At the 43rd Annual General Meeting held on September
27, 2024, the Members approved the appointment of
M/s. Brahmayya & Co., Chartered Accountants,
Visakhapatnam (Registration No. 000513S) to hold office
from the conclusion of the 43rd Annual General Meeting
until the conclusion of the 48th Annual General Meeting of
the Company to be held in the year 2029. The Statutory
Auditors were present in the last AGM.
There is a qualification made by the Statutory Auditors in
their report on the Financial Statements of the Company
for the Financial Year ended March 31, 2025.
Attention is invited to Note No. 39 to the accompanying
Ind AS financial statements, regarding non-provision of
impairment loss allowance on investment made in "M/s.
Seacrest Seafoods Inc.," a wholly owned foreign subsidiary
company, amounting to Rs 3023.13 lakhs as on 31.03.2025,
as in the opinion of the Board of Directors the said
investment does not suffer any impairment loss, as the
company has accepted a request for extension of time by
12 months as per letter dated 15th March 2025 written by
"M/s. Seacrest Seafoods Inc.," to "buy-back" its shares at
par. We are unable to express an opinion on the said
matter.
Boards / Management Explanation:
As per the Indian laws the company M/s Coastal
Corporation Limited has to create provision for impairment
for the loss on investment of shares when the value of the
investment had become negative in the investee co. The
present investment in wholly owned subsidiary M/s
Seacrest Seafood is negative thereby we have to provide
impairment loss in M/s Coastal Corporation Limited, but
in the present case the company has accepted the request
for extension of time by 12 months to buy back the shares
by subsidiary at par value. which is a matter of no loss for
M/s Coastal Corporation Limited. Hence, we were of the
opinion not to provide impairment loss in the books of
accounts as explained above.
The company has updated the statement of impact on
audit qualification as per the Regulation 33 of the SEBI
(LODR) Regulations, 2015. The same can be viewed at the
website of the company and the stock exchanges.
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. A.V.V.S.S.Ch.B. Sekhar Babu
Sekhar Babu, Practicing Company Secretary,
Visakhapatnam to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith
as Annexure-3 to this report. The same does not contain
any adverse remarks. The Company has appointed Mr.
A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company Secretary,
Visakhapatnam as the Secretarial Auditor for the Financial
Year 2024-25.
The Board of Directors recommended the appointment
of Mr. A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company
Secretary, Visakhapatnam as the Secretarial Auditor of the
Company pursuant to Section 204(1) of the Companies
Act 2013, Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 and
as per the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024;revised Regulation 24A,
for a term of 5 (five) years to hold office from the
conclusion of the ensuing AGM till the conclusion of 49th
AGM of the Company to be held in the year 2030, subject
to approval by the Members at the ensuing AGM. The
Board recommends to seek consent of its members at the
ensuing AGM on appointment of Mr. A.V.V.S.S.Ch.B. Sekhar
Babu, Practicing Company Secretary, Visakhapatnam for
tenure of 5 (five) years, to examine and audit the Secretarial
records of the Company during the said period.
As per regulation 24(1) of SEBI Listing Regulations, the
Company is required to annex the secretarial audit report
of its material unlisted subsidiary to its Annual Report.
Coastal Biotech Private Limited (CBPL) have been identified
as Material Unlisted Subsidiary of the Company for FY
2024-25 and accordingly the Company is annexing the
Secretarial Audit Report of CBPL as Annexure-3A.
The Company has Complied with the applicable Secretarial
Standards (as amended from time to time) on meetings
of the Board of Directors issued by The Institute of
Company Secretaries of India and approved by Central
Government under section 118(10) of the Companies Act,
2013.
The Board of Directors based on the recommendations of
the Audit Committee have appointed M/s. Jaya & Lakshmi,
Chartered Accountants, Visakhapatnam for the financial
year 2025-26. who has to act in an independent manner
and also responsible for regulatory and legal requirements
relating to operational processes and internal systems.
They report directly to the Board of Directors.
The Company has been availing Packing Credit limits and
Term Loan and other facilities from Bank of India, Union
Bank of India, DBS Bank and HDFC Bank Visakhapatnam.
13. PARTICULARS REGARDING ENERGY CONSERVATION,
TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as Annexure-4 to this report.
Pursuant to the provisions of Regulation 34(2) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 a report on Management Discussion &
Analysis is herewith annexed as Annexure-5 to this report.
As per Regulation 34 of the Listing Regulations, a separate
Report on corporate governance practices followed by
your Company, along with a certificate from Practicing
Company Secretary, on compliance with corporate
governance norms under the Listing Regulations, forms
part of this Annual Report as Annexure - 6, 7 & 8.
The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set
out in Annexure-9 of this Report. The policy is available
on Company''s website at www.coastalcorp.co.in.
Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for FY25 is uploaded on the website of
the Company and the same is available on
www.coastalcorp.co.in.
The below mentioned Directors will be appointed/re-
appointed in terms of applicable provisions of Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 at the 44th Annual General
Meeting to be held on September 26th 2025:
(i) Mrs. Jeeja Valsaraj who was liable to retire by rotation
shall be re-appointed.
(ii) Mr. Thottoli Valsaraj, will be re-appointed subject to
the approval of shareholders at this Annual General
Meeting.
(iii) Mr. Vasantharao Satya Venkatarao, who was
appointed as an Additional Director at the Board
Meeting held on 14th August 2025, is being appointed
as a Director with the consent of the shareholders at
this Annual General Meeting.
Mr M. V.Suryanarayana (DIN:00372812), a Non-Executive
Independent Director, will cease to be a Director of the
Company with effect from 28th September, 2025, upon
completion of his two consecutive terms of 5 years each
as per the applicable provisions under the Companies Act,
2013 and SEBI Regulations.
The Board places on record its sincere appreciation for
his contributions and extends gratitude to Mr. M. V.
Suryanarayana for his invaluable service as a Director on
the Board. His insightful contributions have played a
pivotal role in steering the Company''s strategic direction
and fostering growth.
Appointments/Re-appointments at this Annual
General Meeting
In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mrs. Jeeja Valsaraj, Director of the
Company retires by rotation and being eligible, has offered
herself for re appointment.
As per the requirements of Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (as amended) and Clause 1.2.5 of the Secretarial
Standard 2 (Revised) as issued by the Institute of Company
Secretaries of India, a statement containing the requisite
details of re-appointment is given below:
(i) Mrs. Jeeja Valsaraj (01064411) and Mr. Valsaraj Thottoli (00057558):
|
Particulars |
Details |
|
|
Name |
Mrs. Jeeja Valsaraj |
Mr. Valsaraj Thottoli |
|
Date of Birth |
01-02-1964 |
31-07-1954 |
|
Age |
61 years |
71 years |
|
Relationships with |
Mrs. Jeeja Valsaraj is the wife of of the |
Mrs. Jeeja Valsaraj is the wife of of the Managing |
|
Profile |
Mrs. Jeeja Valsaraj, aged 61 years is the Non¬ |
Mr. Valsaraj Thottoli, is one of the two promoters |
|
Qualification |
Post Graduate in Management & Fashion |
Bachelor of Technology in Chemical Engineering |
|
Experience & |
21 years |
44 years |
|
Remuneration last |
Kindly refer to the Corporate Governance |
Kindly refer to the Corporate Governance Report. |
|
Membership/ |
She is the Member of Audit Committee, She is the chairperson of Corporate Social |
Nil |
|
Other Directorships and |
Nil |
He is a director in other 3 companies. |
|
Shareholding |
21,82,830 Fully Paid-Up Equity Shares |
81,50,760 Fully Paid-Up Equity Shares |
|
Pecuniary |
Mrs Jeeja Valsaraj is not directly/indirectly |
Mr. T. Valsaraj is not directly/indirectly related to |
Mr. K. Venkateswara Rao (DIN: 01678973), a Non¬
Executive Independent Director, ceased to be a
Director of the Company with effect from 30th August,
2024, upon completion of his two consecutive terms
as per the applicable provisions under the Companies
Act, 2013 and SEBI Regulations.
In terms of Section 203 of the Act, the Key Managerial
Personnel (KMPs) of the Company during FY 2024¬
25 are:
⢠Mr. Valsaraj Thottli, Managing Director
⢠Mr. G.V.V. Satyanarayana, Chief Financial Officer,
Whole time Director designated as Director-
Finance
⢠Ms. Swaroopa Meruva, Company Secretary
There was no resignation and removal of any Key
Managerial Personnel during the year.
A brief profile of the Directors of the Company is
annexed herewith as Annexure-10 to this report
19. PARTICULARS OF EMPLOYEES AS PER SECTION
197(12) UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed to the Report as Annexure-11
Statement containing particulars of top 10 employees and
the employees drawing remuneration in excess of limits
prescribed under Section 197 (12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure forming part of this report.
20. DIRECTORS'' RESPONSIBILITY STATEMENT AS
REQUIRED UNDER SECTION 134 (3) (c) OF THE
COMPANIES ACT, 2013
Pursuant to Section 134 (5) of the Companies Act, 2013,
your Directors confirm that to the best of their knowledge
and ability confirm that:
(a) In the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures;
(b) They have 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 at the end of the financial year and of the
profit and loss of the company for that period;
(c) They have taken proper and sufficient care towards
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safe guarding the assets of the company and
for preventing and detecting fraud and other
irregularities;
(d) They have prepared the annual accounts for the
financial year 2024-25 on a going concern basis;
(e) They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and are operating effectively;
and
(f) They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including
the audit of internal financial controls over financial
reporting by the statutory auditors and the reviews
performed by management and the relevant board
committees, including the audit committee, the Board is
of the opinion that the Company''s internal financial
controls were adequate and effective during FY 2024-25.
There are no significant material orders passed by the
Regulators or Courts or Tribunal, which would impact the
going concern status of the Company and its future
operation.
During the year under review, there is no change in nature
of the business of the Company. There were no material
changes and commitments affecting the financial position
of the Company that have occurred between the end of
the financial year to which the financial statements relate
and the date of this report unless otherwise stated in the
report.
The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
the highest standards of professionalism, honesty, integrity
and ethical behaviour. Pursuant to Section 177(9) of the
Act, a vigil mechanism was established for directors and
employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company''s
Code of Conduct and Ethics. The policy is posted on the
website of the Company www.coastalcorp.co.in
The Board oversees Company''s processes for determining
risk tolerance and review management''s action and
comparison of overall risk tolerance to established levels.
The framework is designed to enable risks to be identified,
assessed and mitigated appropriately. Major risks
identified by the businesses and functions are
systematically addressed through appropriate actions on
a continuous basis.
25. POLICY ON DIRECTORS APPOINTMENTS AND
REMUNERATION, INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, ETC.
The Company''s policy (salient features) on Directors
remuneration and other matters provided in Section 178(3)
of the Companies Act, 2013 has been briefly disclosed
hereunder and in the Report on Corporate Governance,
which is a part of this Report.
Selection and procedure for nomination and
appointment of Directors
The NRC is responsible for developing competency
requirements for the Board based on the industry and
strategy of the Company. The Board composition analysis
reflects in-depth understanding of the Company, including
its strategies, environment, operations, financial condition
and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on
a periodic basis, including each time a Director''s
appointment or re- appointment is required. The NRC
reviews and vets the profiles of potential candidates vis¬
a-vis the required competencies, undertakes due diligence
and meeting potential candidates, prior to making
recommendations of their nomination to the Board.
Criteria for determining qualifications, positive
attributes and independence of a Director
In terms of the provisions of Section 178(3) of the Act,
and Regulation 19 of the SEBI Listing Regulations, the NRC
has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key
features of which are as follows:
⢠Qualifications - The Board nomination process
encourages diversity of thought, experience,
knowledge, age and gender. It also ensures that the
Board has an appropriate blend of functional and
industry expertise.
⢠Positive Attributes - Apart from the duties of Directors
as prescribed in the Act the Directors are expected to
demonstrate high standards of ethical behaviour,
communication skills and independent judgment. The
Directors are also expected to abide by the respective
Code of Conduct as applicable to them.
Independence - A Director will be considered independent
if he/she meets the criteria laid down in Section 149(6) of
the Act, the Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to
Directors, KMPs and employees is as per the Remuneration
Policy of the Company.
26. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS PURSUANT TO SECTION 186 OF THE
COMPANIES ACT, 2013
Pursuant to Section 186 of the Companies Act, 2013 and
Schedule V of the Listing Regulations, disclosure on
particulars relating to Loans, Advances, Guarantees and
Investments are provided as part of the financial
statements.
27. ANNUAL EVALUATION OF BOARD PERFORMANCE
AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS
The annual evaluation process of the Board of Directors,
Individual Directors and Committees was conducted in
accordance with the provisions of the Act and the SEBI
Listing Regulations.
Your Company strongly supports the rights of all its
employees to work in an environment free from all forms
of harassment. The Company has zero tolerance for sexual
harassment at Workplace. Internal Complaints Committee
(''ICC'') is in place for all works and offices of the Company
to redress complaints received regarding sexual
harassment. During the year there were no cases filed
pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.
The details in respect of internal financial control and their
adequacy are included in the Management Discussion and
Analysis, which is a part of this report.
Six (6) meetings of the board were held during the year.
Details of composition, terms of reference and number of
meetings held in FY2024-25 for the aforementioned
Committees are given in the Report on Corporate
Governance, which forms a part of this Report. Further,
during the year under review, all recommendations made
by the various Committees have been accepted by the
Board.
The details pertaining to the composition of the
Committees and its Meetings are included in the Corporate
Governance Report, which is a part of this report.
The Company has received necessary declarations from
all Independent Directors of the Company in accordance
with the provisions of Section 149(7) of the Companies
Act, 2013 confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the
Companies Act, 2013.
There was no application made or proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year under review.
The Company has not made any one-time settlement for
loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all
statutory benefits to eligible women employees during the year.
The Directors wish to convey their appreciation to all of the Company''s employees for their contribution towards
theCompany''s performance. The Directors would also like to thank the members, employee unions, customers, dealers,
suppliers, bankers, governments and all other business associates for their continuous support to the Company andtheir
confidence in its management.
For and of behalf of the Board of
Place : Visakhapatnam Managing Director Director - Finance
Date : 14.08.2025 DIN: 00057558 DIN: 00187006
Mar 31, 2024
Your Directors are having immense pleasure in presenting the Forty Third Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2024 and the report of the Auditors thereon.
|
1. Financial summary |
(Rs. in lakhs) |
|||
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
|
Particulars |
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
|
(Standalone) |
(Consolidated) |
|||
|
Revenue from Operations |
42336.06 |
33681.72 |
43555.70 |
35272.45 |
|
Other Income |
687.90 |
1096.24 |
708.56 |
708.56 |
|
Total Income |
43023.96 |
34777.96 |
44264.26 |
44264.26 |
|
Profit before Taxation |
1156.90 |
1297.63 |
792.85 |
1076.10 |
|
Current Tax |
195.00 |
100.26 |
195.82 |
103.82 |
|
Tax relating to earlier years |
10.05 |
3.48 |
10.21 |
3.82 |
|
Deferred Tax Credit/(Charge) |
134.44 |
298.31 |
134.64 |
298.56 |
|
Profit After Tax(PAT) |
817.40 |
895.58 |
452.18 |
669.89 |
|
Total Other Comprehensive Income/Loss net of tax |
61.07 |
62.74 |
69.53 |
123.68 |
|
Total Other Comprehensive Income for the year net of tax |
878.47 |
958.32 |
521.71 |
793.57 |
On a consolidated basis, the Company''s total revenue for FY 2024 was Rs. 43555.70 Lakhs as compared to the previous year revenue of Rs. 35272.45 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2024 and FY 2023 was Rs. 521.71Lakhs and Rs. 793.57Lakhs, respectively.
On a Standalone basis, the Company''s total revenue for FY 2024 was Rs. 42336.06 Lakhs as compared to the previous year revenue of Rs. 33681.72 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2024 and FY 2023 was Rs. 878.47 Lakhs and Rs. 958.32 Lakhs, respectively.
The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
As on 31st March, 2024 the authorized capital of the Company is Rs. 15,00,00,000/- (Rupees fifteen crores only) divided into 1,50,00,000 (one crores fifty lakhs) equity shares of Rs. 10/-each .
In the year 2022 the Company issued 19,29,800 partly paid-up equity shares on rights issue basis to all the existing shareholders of the company in the ratio of 6:1 pursuant to the offer letter dated 25th August, 2022 at an issue price of Rs. 225/- per equity share.
During the last year the company collected an amount of Rs. 56.25/- on 2nd Call and Rs. 112.5/- on 1st Call reminders per equity share.
The paid-up capital of the Company as on 31st March 2024 stands at Rs. 13,39,54,460/- divided into 1,33,95,446 fully paid-up equity shares (Rs. 10/- per share).
The Company has voluntarily formulated a Dividend Distribution Policy which has been duly approved by the Board of Directors and is available on the Company''s website at: www.coastalcorp.co.in
The Board of Directors of the Company at their meeting held on the 14th day of August, 2024 recommended a Dividend of Rs. 1.2/- i.e., 12% on the nominal value of Equity Share of Rs. 10/- each which shall be declared subject to the shareholders'' approval at this Annual General Meeting. The dividend will be paid to all the eligible shareholders as on the book closure dates. As per the amended Income Tax Act, 1961, no dividend distribution tax was payable by the Company. Hence the dividend was taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.
The Company has not transferred any amount to the reserves during the current financial year.
There were no Options granted or vested or any shares issued on vesting during the year under the CCL ESOP Scheme -2021(âCCL Scheme - 2021â).
The Company has the following three wholly owned subsidiaries:
There has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ).
Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing salient features of the financial statement of both the subsidiaries of the Company is annexed in the format of AOC-1 as Annexure - 1 to the Financial Statements of the Company.
The accounts of the above subsidiaries have been considered in the consolidated financial results of the Company. The Annual Audited Financial Statements of each of the subsidiary companies are placed on the Company''s website.
All contracts / arrangements / transactions entered by the Company during FY24 with related parties were on an arm''s length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to this report.
These have been discussed in detail in the Notes to the Financial Statements in this Annual Report.
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
M/s. Brahmayya & Co., Chartered Accountants, Visakhapatnam (Registration No.000513S) auditors of the Company hold office until the conclusion of this ensuing 43rd Annual General Meeting. The Company has received confirmation from the Statutory Auditors to the effect that their appointment if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. Brahmayya & Co., Chartered Accountants, Visakhapatnam (Registration No.000513S) as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 48th AGM of the Company to be held in the year 2029, subject to approval by the Members at the ensuing AGM. The Board recommends to seek consent of its members at the ensuing AGM on re-appointment of M/s. Brahmayya & Co. as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.
There is a qualification made by the Statutory Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2024.
Details of Audit Qualification:
Attention is invited to Note No.6 to the accompanying audited standalone financial results, regarding non-provision of impairment loss allowance on investment made in "M/s. Seacrest Seafoods lnc.," wholly owned foreign subsidiary company amounting to Rs. 2476.50 lakhs as on 31.03,2024, as in the opinion of the Board of Directors the said jinvestment does not suffer any impairment loss, as the company has accepted offer of "buy-back" at par from the said subsidiary made on 25th April 2024, which is expected to be completed within 12 months from the date of offer. We are unable to express an opinion on the same.
Boards / Management Explanation:
As per the Indian laws the company M/s Coastal Corporation Limited has to create provision for impairment for the loss on investment of shares when the value of the investment had become negative in the investee co. The present investment ln subsidiary M/s Seacrest seafood is negative thereby we have to provide impairment loss in M/s Coastal Corporation Limited, but in the present case the company has accepted the proposal for buyback of shares by subsidiary at par value in a span of 6 to 9 months which is a matter of no loss for M/s Coastal Corporation Limited. Hence, we were of the opinion not to provide impairment loss in the books of accounts as explained above.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. A.V.V.S.S.Ch.B. Sekhar Babu Sekhar Babu, Practicing Company Secretary, Visakhapatnam to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-3 to this report. The same does not contain any adverse remarks. The Company has appointed Mr. A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company Secretary, Visakhapatnam as the Secretarial Auditor for the Financial Year 2024-2025.
Secretarial audit report of material subsidiary:
As per regulation 24(1) of SEBI Listing Regulations, the Company is required to annex the secretarial audit report of its material unlisted subsidiary to its Annual Report. Coastal Biotech Private Limited (CBPL) have been identified as Material Unlisted Subsidiary of the Company for FY24 and accordingly the Company is annexing the Secretarial Audit Report of CBPL as Annexure-3A.
Compliance with secretarial standard:
The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
The Board of Directors based on the recommendations of the Audit Committee have appointed M/s. Jaya & Lakshmi, Chartered Accountants, Visakhapatnam for the financial year 2024-25. who has to act in an independent manner and also responsible for regulatory and legal requirements relating to operational processes and internal systems. They report directly to the Board of Directors.
The Company has been availing Packing Credit limits and Term Loan and other facilities from Bank of India and HDFC Bank Visakhapatnam.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-4 to this report.
Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure - 5 to this report.
As per Regulation 34 of the Listing Regulations, a separate Report on corporate governance practices followed by your Company, along with a certificate from Practicing Company Secretary, on compliance with corporate governance norms under the Listing Regulations, forms part of this Annual Report as Annexure - 6, 7 & 8.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - 9 of this Report. The policy is available on Company''s website at www.coastalcorp.co.in.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY24 is uploaded on the website of the Company and the same is available on www.coastalcorp.co.in.
The below mentioned Director were to re-appoint in terms of applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the 43rd Annual General Meeting to be held on September 27th 2024:
(i) Mrs. Jeeja Valsaraj who was liable to retire by rotation shall be re-appointed.
Mr K. Venkateswara Rao (DIN: 01678973), a Non-Executive Non-Independent Director, ceased to be a Director of the Company with effect from 30th August, 2024, upon completion of his two consecutive terms as per the applicable provisions under the Companies Act, 2013 and SEBI Regulations.
The Board places on record its sincere appreciation for his contributions and extends gratitude to Mr. K. Venkateswara Rao for his invaluable service as a Director on the Board. His insightful contributions have played a pivotal role in steering the Company''s
strategic direction and fostering growth.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Jeeja Valsaraj, Director of the Company retires by rotation and being eligible, has offered herself for re appointment.
As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of re-appointments is given below:
|
(i) Mrs. Jeeja Valsaraj (01064411): |
|
|
Particulars |
Details |
|
Name |
Ms. Jeeja Valsaraj |
|
Date of Birth |
01-02-1964 |
|
Age |
60 yrs |
|
Relationships with Directors inter-se |
She is the wife of the Managing Director, Mr. Valsaraj Thottoli |
|
Profile |
Mrs. Jeeja Valsaraj, aged 60 years is the Non-Executive Director of our Company. She is the wife of the Managing Director, Mr. Valsaraj Thottoli. She has completed her post graduate diploma in Management and Fashion Technology. She is associated with our Company for over two decades. She has interest and experience in the varied areas of Administration, Social responsibility service, Fashion Technology, etc. She was appointed as an additional Non-Executive Director on October 01,2004 and regularized as Non-Executive Director in Annual General Meeting held on September 30, 2005. |
|
Qualification |
Post Graduate in Management & Fashion Technology |
|
Experience & Expertise in specific function area |
21 years |
|
Remuneration last drawn by such person |
Kindly refer to the Corporate Governance Report. |
|
Membership/Chairmanship of committees of the Board of Directors of the Company |
She is the Member of Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Nomination & Remuneration Committee of the Company. She is the chairperson of Corporate Social Responsibility Committee and Stakeholders Relationship Committee |
|
Other Directorships and Membership of other Boards |
Nil |
|
Shareholding |
4,36,566 Fully Paid-Up Equity Shares |
|
Pecuniary relationship directly or indirectly with the Company, or relationship with the Managerial Personnel, if any |
Mrs Jeeja Valsaraj is not directly/indirectly related to any other Director and/or Key Managerial Personnel of the Company except with Mr. T. Valsaraj. |
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2023-24 are:
⢠Mr. Valsaraj Thottoli, Vice-Chairman and Managing Director
⢠Mr. G.V.V. Satyanarayana, Chief Financial Officer, Whole time Director designated as Director-Finance
⢠Ms. Swaroopa Meruva, Company Secretary
There was no resignation and removal of any Key Managerial Personnel during the year.
A brief profile of the directors of the company is annexed herewith as Annexure - 10 to this report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-12 Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this report.
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) They have 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 at the end of the financial year and of the profit and loss of the company for that period;
(c) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts for the financial year 2023-24 on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.
There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
During the year under review, there is no change in nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report unless otherwise stated in the report.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. The policy is posted on the website of the Company www.coastalcorp.co.in
The Board oversees Company''s processes for determining risk tolerance and review management''s action and comparison of overall risk tolerance to established levels. The framework is designed to enable risks to be identified, assessed and mitigated appropriately. Major risks identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis.
The Company''s policy (salient features) on Directors'' remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
⢠Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional
and industry expertise.
⢠Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and
independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them. Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.
Pursuant to section 186 of the companies act, 2013 and schedule V of the listing regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.
The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.
Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has zero tolerance for sexual harassment at Workplace. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. During the year there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
Ten (10) meetings of the board were held during the year. Details of composition, terms of reference and number of meetings held
in FY24 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various Committees have been accepted by the Board.
The details pertaining to the composition of the Committees and its Meetings are included in the Corporate Governance Report, which is a part of this report.
i. The Auditor''s Report doesn''t contain any information in relation to fraud.
ii. The provision of Cost audit as per section 148 doesn''t applicable on the Company.
iii. No application has been made or any proceeding is pending under the IBC, 2016.
The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.
The Directors wish to convey their appreciation to all of the Company''s employees for their contribution towards the Company''s performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.
Mar 31, 2023
The Directors are having immense pleasure in presenting the Forty Second Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2023 and the report of the Auditors thereon.
1. Financial summary
|
|
(Rs. in Lakhs) |
|||
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
|
Particulars |
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
|
(Standalone) |
(Consolidated) |
|||
|
Revenue from Operations |
33681.72 |
46,060.54 |
35272.45 |
49,109.51 |
|
Other Income |
1096.24 |
1,192.31 |
1154.09 |
1,328.79 |
|
Total Income |
34777.96 |
47,252.85 |
36426.54 |
50,438.3 |
|
Profit before Taxation |
1297.63 |
2,071.70 |
1076.10 |
1,934.71 |
|
Current Tax |
100.26 |
555.50 |
103.82 |
559.25 |
|
Tax relating to earlier years |
3.48 |
(11.33) |
3.82 |
(6.42) |
|
Deferred Tax Credit/(Charge) |
298.31 |
28.28 |
298.56 |
26.57 |
|
Profit After Tax(PAT) |
895.58 |
1,499.25 |
669.89 |
1355.31 |
|
Total Other Comprehensive Income/Loss net of tax |
62.74 |
(93.04) |
123.68 |
(67.22) |
|
Total Other Comprehensive Income for the year net of tax |
958.32 |
1,406.21 |
793.57 |
1,288.09 |
2. Summary of Operations & State of Company''s Affairs
On a consolidated basis, the Company''s total revenue for FY 2023 was Rs. 35272.45 Lakhs as compared to the previous year revenue of Rs. 49109.51 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and FY 2022 was Rs. 793.57Lakhs and Rs. 1288.09Lakhs, respectively.
On a Standalone basis, the Company''s total revenue for FY 2023 was Rs. 33681.72 Lakhs as compared to the previous year revenue of Rs. 46060.54 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and FY 2022 was Rs. 958.32 Lakhs and Rs. 1406.21 Lakhs, respectively.
The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
As on 31st March, 2023 the authorized capital of the Company is Rs. 15,00,00,000/- (Rupees fifteen crores only) divided into 1,50,00,000 (one crores fifty lakhs) equity shares of Rs. 10/-each .
The Company during the year issued 19,29,800 partly paid-up equity shares on rights issue basis to all the existing shareholders of the company in the ratio of 6:1 pursuant to the offer letter dated 25th August, 2022 at an issue price of Rs. 225/- per equity share.
During the year the company collected an amount of Rs. 56.25/- on application (i.e., 25% of issue price) and subsequently, in the month of January 2023 the Company collected an amount of Rs. 112.5/- on 1st Call (i.e., 50% of the issue price) per equity share.
The paid-up capital of the Company as on 31st March 2023 stands at Rs. 12,95,97,695/-divided into 1,15,78,800 fully paid up equity shares(Rs. 10/- per share), 17,97,039 partly paid up shares(Rs. 7.5/- per share paid-up) and 1,32,761 Partly paid up shares (Rs. 2.5/- per share paid up)
The Company has voluntarily formulated a Dividend Distribution Policy which has been duly approved by the Board of Directors. A copy of the Dividend Distribution Policy is available on the Company''s website: www.coastalcorp.co.in The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.
The Board of Directors of the Company at their meeting held on the 30th day of May, 2023 recommended a Dividend of Rs. 1.35/-i.e.,13.5% on the nominal value of Equity Share of Rs. 10/- each which shall be declared subject to the shareholders approval at this Annual General Meeting. The dividend will be paid to all the eligible shareholders as on the book closure dates. As per the amended Income Tax Act, 1961, no dividend distribution tax was payable by the Company. Hence the dividend was taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy was taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates.
The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.
5. Amount to be carried to reserves
The Company has not transferred any amount to the reserves during the current financial year.
6. Employee stock option plans (ESOP)
Your Company believes that its success and ability to achieve objectives is largely determined by the quality of its workforce and recognizes that not only good employment opportunities but also additional motivating mechanisms are needed to incentivize employees and aligning their interest with the interest of the Company.
In recognition of the said objective, the Company adopted and implemented CCL ESOP Scheme - 2021 (âCCL Scheme - 2021"). to attract, retain, motivate and incentivize employees of the Company and its subsidiaries. The ESOP Plan of the Company are implemented and administered by the Nomination & Remuneration Committee.
There were no Options granted or vested or any shares issued on vesting during the year.
Your Company is consistently working towards its goal. The company was selected for Federation of Indian Export Organization (FIEO) Southern Region Export Excellence Awards - SILVER under the category of Best performing Exporter in Andhra Pradesh for the year 2019-20.
8. Subsidiaries/Associates and joint ventures
The Company has the following three wholly owned subsidiaries:
I) Continental Fisheries India LimitedII) Seacrest Seafoods Inc.III) Coastal Biotech Private Limited
There has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âAct").
Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing salient features of the financial statement of both the subsidiaries of the Company is annexed in the format of AOC-1 as Annexure - 1 to the Financial Statements of the Company.
The accounts of the above subsidiaries have been considered in the consolidated financial results of the Company. The Annual Audited Financial Statements of each of the subsidiary companies are placed on the Company''s website.
9. Particulars of contracts or arrangements made with related parties
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company''s website at www.coastalcorp.co.in .
All related party transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to this report.
These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report.
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
11. Statutory auditors & auditor''s report
At the 38th Annual General Meeting held on August 31, 2019, the Members approved the appointment of M/s. Bramhmayya & Co., Chartered Accountants, Visakhapatnam (Registration No.000513S) to hold office from the conclusion of the 38th Annual General Meeting until the conclusion of the 43rd Annual General Meeting of the Company to be held in the year 2024. The Statutory Auditors were present in the last AGM. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2023.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Company has appointed Mr. A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company Secretary, Visakhapatnam to undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure - 3 to this report. The same does not contain any adverse remarks. The Company has appointed M/s. A.V.V.S.S.Ch.B. Sekhar Babu, Practicing Company Secretary, Visakhapatnam as the Secretarial Auditor for the Financial Year 2023-24.
The Board of Directors based on the recommendations of the Audit Committee have appointed M/s. Jaya & Lakshmi, Chartered Accountants, Visakhapatnam for the financial year 2023-24. who has to act in an independent manner and also responsible for regulatory and legal requirements relating to operational processes and internal systems. They report directly to the Board of Directors.
14. Credit & guarantee facilities
The Company has been availing Packing Credit limits and Term Loan and other facilities from Bank of India and HDFC Bank Visakhapatnam.
15. Particulars regarding energy conservation, technology absorption and foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 4 to this report.
16. Management discussion analysis
Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a
report on Management Discussion & Analysis is herewith annexed as Annexure - 5 to this report.
As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Practicing Company Secretary, on compliance with corporate governance norms under the Listing Regulations, forms part of this Annual Report as Annexure - 6, 7 & 8.
18. Corporate social responsibility (CSR)
Your Company CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Amendment Rules, 2021 are set out in Annexure - 9 of this Report. The policy is available on Company''s website at www.coastalcorp.co.in. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report
As per the provisions of section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year 2022-23 is available on our website www.coastalcorp.co.in.
20. Changes in directors and key managerial personnel
The below mentioned Directors were appointed/re-appointed in terms of applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the 41stAnnual General Meeting which was held on September 30th, 2022:
(i) Mrs. Jeeja Valsaraj who was liable to retire by rotation was re-appointed.
(ii) Mr. GVV Satyanarayana was appointed as Whole Time Director designated as Director - Finance.
Appointments/Re-appointments at this Annual General Meeting
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Jeeja Valsaraj, Director of the Company retires by rotation and being eligible, has offered herself for re appointment.
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 2022-23 are:
⢠Mr. Valsaraj Thottoli, Vice-Chairman and Managing Director
⢠Mr. G.V.V. Satyanarayana, Chief Financial Officer, Whole time Director designated as Director-Finance
⢠Ms. Swaroopa Meruva, Company Secretary
There was no resignation and removal of any Key Managerial Personnel during the year.
A brief profile of the directors of the company is annexed herewith as Annexure - 10 to this report.
21. Particulars of employees as per section 197(12) under rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules, 2014
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-12 Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this report.
22. Directors'' responsibility statement as required under section 134 (3) (c) of the companies act, 2013
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) They have 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 at the end of the financial year and of the profit and loss of the company for that period;
(c) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts for the financial year 2022-23 on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023
23. Significant and material orders passed by the regulators/courts or tribunals
There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
24. Change in the nature of business, material changes and commitment:
During the year under review, there is no change in nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report unless otherwise stated in the report.
25. Vigil mechanism / whistle blower policy
The Company has adopted a whistle blower mechanism to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. The policy is posted on the website of the Company www.coastalcorp. co.in.
The Board oversees Company''s processes for determining risk tolerance and review management''s action and comparison of overall risk tolerance to established levels. The framework is designed to enable risks to be identified, assessed and mitigated appropriately. Major risks identified by the businesses andfunctions are systematically addressed through appropriate actions on a continuous basis.
27. Policy on directors'' appointments and remuneration, including criteria for determining qualifications, positive attributes, etc.
The Company''s policy (salient features) on Directors'' remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.
Selection and procedure for nomination and appointment of directors
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.
Criteria for determining qualifications, positive attributes and independence of a director
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
⢠Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional
and industry expertise.
⢠Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and
independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them. Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.
28. Particulars of loans, guarantees and investments pursuant to section 186 of the companies act, 2013
Pursuant to section 186 of the companies act, 2013 and schedule V of the listing regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.
29. Annual evaluation of board performance and performance of its committees and of directors
The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations.
30. Prevention, prohibition and redressal of sexual harassment at work place
Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action. During the year there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. Internal control systems & their adequacy:
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
32. Number of meetings of the board & committee
Eleven (11) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
The details pertaining to the composition of the Committees and its Meetings are included in the Corporate Governance Report, which is a part of this report.
Coastal Corporation Limited is grateful to the Government of India, Securities and Exchange Board of India (SEBI), Registrar of Companies (ROC), Bombay Stock Exchange Ltd(BSE), National Stock Exchange of India Limited(NSE), National Securities Depository Limited(NSDL), Central Depositary Services (India) Limited (CDSL), Bankers, Rating agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued co-operation, support and guidance. Coastal Corporation Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continues to drive its progress. The Directors also express their gratitude to the Bankers and Auditors of the Company. The Directors appreciate and value the contribution made by every member of the CCL family.
Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting their Thirty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2018 and the report of the Auditors thereon.
1. FINANCIAL SUMMARY (STANDALONE) (Rs. in Lakhs)
|
Particulars |
Year Ended 31.03.2018 Rs. |
Year Ended 31.03.2017 Rs. |
|
Revenue from Operations |
50695.54 |
47163.50 |
|
Other Income |
305.43 |
252.80 |
|
Total Income |
51000.97 |
47416.30 |
|
Profit before Taxation |
3893.52 |
2174.01 |
|
Current Tax |
1385.00 |
820.00 |
|
Deferred Tax Credit/(Charge) |
1.99 |
13.59 |
|
Profit After Tax(PAT) |
2506.53 |
1340.42 |
|
Total Other Comprehensive Income net of tax |
(8.63) |
89.46 |
|
Total Other Comprehensive Income for the year net of tax |
2497.90 |
1429.88 |
|
Earnings Per Equity Shares of the Face Value of Rs. 10/- each: Basic & Diluted |
98.26 |
56.25 |
2. DIVIDEND
The interim dividend of Rs.1.50/- per share declared by the Board of Directors of the Company on 7th April 2018, on 25,42,200 equity shares of Rs.10/- each paid to the shareholders, be and is hereby approved as final dividend for the year ended 31 March 2018.
3. AWARDS & RECOGNITIONS
Your Company was presented FIEO Regional Export Award for the year 2015-16 under the Category of âTop Multi Product Exporter in Andhra Pradesh (Silver) on 18th January, 2018 by Shri.M. Venkaiah Naidu, Honâble Vice President of India.
During the year under review the company has also received âSILVERâ rating under Zero Effect - Zero Defect certification scheme of Ministry of Micro, Small & Medium Enterprises.
4. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.
Continental Fisheries India Private Limited
Continental Fisheries India Private Limited is a wholly owned subsidiary of the Company. The operational performance of the Company is as below:
(Rs. in Lakhs)
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from operations |
3150.99 |
nil |
|
Profit for the year after meeting all expenses |
||
|
(before Interest, Depreciation & Tax) |
61.82 |
(5.08) |
|
Less: |
||
|
Interest |
51.85 |
|
|
Depreciation and other write offs |
6.60 |
5.95 |
|
Deffered Tax |
1.49 |
0.53 |
|
Net Profit/Loss |
1.88 |
(11.56) |
Seacrest Seafoods Inc.
Seacrest Seafoods Inc. is a Wholly Owned Subsidiary of the Company which has been established in the Year 2015 in the State of Delaware, U.S.A, with an objective to import and sell sea foods in the American Markets. The operational performance of the Company is as below:
(Rs. in Lakhs)
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from operations |
8481.78 |
4719.89 |
|
Profit for the year after meeting all expenses (before Interest, Depreciation & Tax) |
339.19 |
108.50 |
|
Less:Operating expenses |
459.06 |
467.58 |
|
Net Loss |
(119.77) |
(359.08) |
The Statement containing the salient features of the financial statement of Subsidiaries as per subsection (3) of Section 129 of the Companies Act, 2013 in Form AOC - 1 is herewith annexed as Annexure - 1 to this report.
5. NUMBER OF MEETINGS OF THE BOARD
Four (4) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis.
There are no materially significant related party transactions made 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.
All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to this report.
These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report.
7. DEPOSITS
The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
8. STATUTORY AUDITORS
M/s. K.P. Rao & Co, Chartered Accountants, Bangalore (Firm Reg. No. 03135S) will be re-appointed as Statutory Auditors, to hold office from the conclusion of this Annual General Meeting till the next Annual General Meeting. The Auditorâs observations are suitably explained in notes to the Accounts and are self-explanatory.
9. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. ASN Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-3 to this report.
10. INTERNAL AUDITORS
The Board of Directors based on the recommendations of the Audit Committee have appointed M/s. K.P Rao Associates, Chartered Accountants, Hyderabad for the financial year 2018-19, who has to act in an independent manner and also responsible for regulatory and legal requirements relating to operational processes and internal systems.
11. CREDIT & GUARANTEE FACILITIES
The Company has been availing Packing Credit limits and Term Loan and other facilities from Bank of India, Main Branch, Visakhapatnam.
12. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-4 to this report.
13. MANAGEMENT DISCUSSION ANALYSIS
Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as âAnnexure 5â to this report.
14. CORPORATE GOVERNANCE
The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2017-18 and a Certificate from the Statutory Auditors of the Company are furnished which form part of this Annual Report as Annexure - 6 & 7.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook projects like sanitation development, facilitating pure drinking water, health care to the identified rural areas around the factory at Yelamanchili, Andhra Pradesh.
The Report on CSR activities is annexed herewith as Annexure-8 to this report. The CSR Policy is posted on the website of the Company.
16. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the Form No. MGT - 9 is appended as Annexure-9 to the Boardâs report.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors has appointed Mr. Kalyanaraman P.R as an Additional Director (Non- Executive Independent Category) of the Company who holds office till the ensuing Annual General Meeting. The Board based on the recommendation of Nomination and Remuneration Committee considered the appointment of Mr. Kalyanaraman P.R as an Independent Director subject to the approval of shareholders. Accordingly a resolution seeking approval of shareholders for his appointment as an Independent Director for a period of five years is included at Item No. 5 of the Notice convening the Annual General Meeting.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Jeeja Valsaraj, Director of the Company retire by rotation and being eligible, have offered herself for re appointment.
All the Independent Directors have given declarations stating that they meet the criteria of independence as per the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There was no resignation / appointment and removal of any Key Managerial Personnel during the year.
Shri. S. Rajaram has resigned to the position of Independent Director of the Company w.e.f. 13th February, 2018.
A brief profile of the Directors of the Company is annexed herewith as Annexure-10 to this report.
18. PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as Annexure - 11 to this report.
19. DIRECTORSâ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) OF THE COMPANIES ACT, 2013
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The directors have 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 at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts for the financial year 2017-18 have been prepared on a going concern basis;
(e) The directors have laid down internal financial controls, which are adequate and are operating effectively; and
(f) The directors have devised proper systems to ensure compliance.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS OR TRIBUNALS
There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.
21. MATERIAL CHANGES AND COMMITMENT
There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2017-18 of the Company and the date of the report.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company (www.coastalcorp.co.in).
23. RISK MANAGEMENT
The Company reviews the process of risk management in your Company. Risk management is interlinked with the annual planning exercise. During the year, the Company manages monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
24. POLICY ON DIRECTORSâ APPOINTMENTS AND REMUNERATION, INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, ETC.
Policy on Directorâs Appointment and Remuneration and other matters
(a) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Directorâs performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board the same and acts in terms of reference of the Board from time to time.
On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.
The remuneration determined for Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive Directors are compensated partly by way of salary and partly by way of profit sharing percentage and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.
The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.
The details of Policy on Directorsâ appointment and Remuneration (i.e. Nomination and Remuneration Policy), and the criteria for determining qualifications, positive attributes, independence of directors are included in the Report on Corporate Governance forming part of the Boardâs Report. Further, the information about the elements of remuneration package of individual directors is provided in the extract of the Annual Return in Form MGT-9 enclosed herewith the Boardâs Report.
25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.
An exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
27. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action. The Committee aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. During the year there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companyâs vision. Your Company appreciates the spirit of its dedicated employees.
29. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. K. Venkateswara Rao, Mr. M.V. Suryanarayana and Mr. Kalyanaraman P.R, Independent Directors of the company had submitted their declaration that they meet the criteria of independence as per Section149 (6) of the Companies Act, 2013.
30. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
31. ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for their excellent support and cooperation extended by them.
Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.
On behalf of the Board
For COASTAL CORPORATION LIMITED
Sd/-
(T. VALSARAJ)
MANAGING DIRECTOR
Sd/-
Place: Visakhapatnam (G.V.V. SATYANARAYANA)
Date: 31.07.2018 DIRECTOR-FINANCE
Mar 31, 2014
The Members
Coastal Corporation Limited
Visakhapatnam.
The Directors have pleasure in presenting the Thirty Third Annual
Report on the business and operations of the Company together with the
Audited Statement of Accounts for the Financial Year ended 31st March,
2014 and the report of the Auditors thereon.
1. FINANCIAL RESULTS :
Year Ended Year Ended
31.03.2014 31.03.2013
Rs. Rs.
Sales 206,06,04,498 143,14,60,283
Interest 22,05,238 5,32,501
Other Income including Operating Income 24,06,80,401 15,41,28,435
Total Income 230,34,90,137 158,61,21,219
Less : Expenditure 212,22,23,435 149,38,20,496
Profit before Depreciation and Taxation 18,12,66,702 9,23,00,723
Less : Depreciation 1,56,34,498 1,00,19,198
Profit before Taxation 16,56,32,204 8,22,81,525
Less: Provision for Tax 5,66,90,231 3,01,90,639
Less: Prior Period Adjustments 21,926 5,890
Net Profit After Ta x & Prior
period adjustments (a 10,89,20,048 5,20,84,996
Balance brought forward from last year(b) 10,30,86,063 7,40,01,067
Less : Transfer to General Reserve(c) 1,60,00,000 1,00,00,000
Less : Transfer to Capital Redemption
Reserve(d) - 1,30,00,000
Balance Carried to Balance Sheet(a b-c-d) 19,60,06,111 10,30,86,063
2. REVIEW OF OPERATIONS :
During the year under review, the Company has earned an income of Rs.
230,34,90,137/- as compared to Rs 158,61,21,219/- during the previous
year and the expenditure incurred amounted to Rs.212,22,23,435/- as
against Rs. 149,38,20,497/- during the previous year. The deprecia-
tion provided for the reporting year was Rs.1,56,34,498/- as compared
to Rs. 1,00,19,198/- during the previous year. Hence, Net Profit after
tax was amounted to Rs.10,89,20,048/- as compared to Rs. 5,20,84,995/-
during the previous year. The Company has achieved these results by
availing the opportunities in export of marine products to various
countries and maintaining the stabilized dollar value.
Still, the efforts of Managerial Directors & Key Managerial Personnel
have been continuing for effective operations and increasing the
business of the company by improving the exports to various countries.
The Company has identified viable parties for increasing the exports
and the business of the company by adding more products for exporting
to various other countries. Further, the Company has taken the
necessary steps to add more new business activities of tuna fishing,
processing and exporting to USA, Europe and Japan after acquiring the
company as fully owned subsidiary company. Hence, the Company expects
more business and prof- its in the years to come.
3. DIVIDEND:
The Company has not recommended any dividend in view of maintaining
sound cash liquidity position for immediate requirements of the
business, working capital for increasing the busi- ness of the Company
and also to maintain the debt equity ratio for availing more
loan/credit facilities from the banks and financial institutions from
time to time.
4. CREDIT & GUARANTEE FACILITIES:
The Company has been availing Packing Credit limits and Term Loan and
other facilities from Bank of India, Main Branch, Visakhapatnam.
5. AWARDS/CERTIFICATIONS:
CRISIL has assigned CRISIL BBB-/Stable Credit Rating for Bank Loan
facilities for Long Term Loan and CRISIL A3 Credit Rating for short
term Loan facilities provided by the Bank.
6. DEPOSITS:
The Company has not accepted any Deposits from the public attracting
the provisions of Section 58A of the Companies Act, 1956 during the
financial year.
7. INSURANCE:
All the assets of the Company wherever necessary and to the extent
required have been adequately insured.
8. EMPLOYEE RELATIONS:-
The relationship with the staff and workers continued to be cordial
during the entire year. The Directors wish to place on record their
appreciation of the valuable work done and co-operation extended by
them at all levels. Further, the Company has been in touch relating to
recruitment of required personnel from time to time.
9. PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:
Particulars of employees as required by the Provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 are not given as your Company has not paid
any remuneration attracting these provisions.
10. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
ETC:
Your Company continues to explore all possible avenues to reduce energy
consumption.
As your Company is covered in the Schedule to the Companies
(Disclosures of Particulars in the Report of the Board of Directors)
Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956,
the details under Form ''A'' are furnished as an Annexure-I.
11. FOREIGN EXCHANGE EARNINGS AND OUTGO:
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, the information relating to
foreign exchange earnings and outgo is provided as under :
Particulars 2013-2014 2012-2013
Rs. Rs.
Foreign Exchange Earnings (FOB) 1,98,31,86,504/- 96,26,31,954/-
Expenditure incurred in Foreign
Currency :
1. Antidumping Fee 5,86,70,529/- 95,96,139/-
2. Marine Rejection Insurance 32,86,130/- 52,51,320/-
3. Export Claims 2,97,438/- 6,78,566/-
4. Commission 3,62,495/- 3,32,247/-
5. B.A.P. Audit fee 3,49,377/- 2,95,994/-
6. Travelling Expenses 8,55,979/- 1,12,168/-
7.Shrimp Council Sponsorships USA 191,729/- Nil
8. Avalon Risk Management insurance
Agency LLC 43,54,761/- Nil
9. Imported Spares (including for
Capital Goods spares worth of Rs.
23,06,880/- have been received) 1,07,80,234/- Nil
12. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i. in the preparation of the annual accounts for the year ended 31st
March, 2014, the applicable accounting standards had been followed
along with proper explanation relating to material departures ;
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 on 31st March, 2014 and of the profit or loss of your
Company for that period;
iii. 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, and;
iv. The Directors had prepared the annual accounts for the financial
year ended 31st March, 2014 on a going concern basis.
13. DIRECTORS:
(a) Pursuant to the provisions of Section 152 of the Companies Act,
2013(the Act") and the Articles of Association of the Company Smt.
Jeeja Valsaraj retires by rotation at the ensuing Annual General
Meeting and being eligible, offer herself for re-appointment. Notice
convening the Annual General Meeting includes the proposal for his re
-appointment as a Director
(b) As on the date of this report, the Company''s Board consists of the
following Non-Execu- tive Independent Directors:
1. Sri Sirangu Rajaram
2. Prof.Kamireddi Venkateswara Rao
3. Sri Dilip Anant Biwalkar
The Period of office of the above mentioned Directors was liable to
determination by retirement of Directors by rotation under the
erstwhile Companies Act, 1956. In terms of Section 149 and other
applicable provisions of the Companies Act, 2013, the aforementioned
Directors are being eligible and offer themselves for appointment, are
proposed to be appointed as Indepen- dent Directors for a term of 5
(Five) consecutive years commencing upto 29th September, 2019.
Brief profile of the proposed appointees together with other
disclosures in terms of clause 49 of the Listing Agreement are part of
the Annexure to the Notice of the 33rd Annual General Meeting.
14. Corporate Social Responsibility (CSR):
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company has consti- tuted a CSR Committee. The Company has
formulated a CSR Policy for adoption.
15. CORPORATE GOVERNANCE:
Corporate Governance is given as an Annexure-II.
16. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion & Analysis is given as an Annexure-III
17. COMPLIANCE CERTIFICATE:
The Compliance Certificate referred to in the proviso to sub-Section
(1) of Section 383A of the Companies Act, 1956 was obtained and
enclosed as Annexure-IV.
18. INTERNAL AUDIT:
The Internal Audit of the Company is done by CA.R.S.V.Raman, Chartered
Accountant, Visakhapatnam, who is acting in independent manner and also
responsible for regulatory and legal requirements relating to
operational processes and internal systems. He reports directly to the
Board of Directors. His name has been recommended for re-appoint- ment
as Internal Auditors of the company for the Financial Year 2014-15.
19. AUDITORS:
The present Statutory Auditors of the Company CA V.V.S. Bhagavan,
Chartered Accountant, Hyderabad, (Membership No. 8571 ) retire at the
conclusion of the ensuing Annual General Meeting and being eligible for
re-appointment. But, he has given his consent for appointment of
M/s.K.P.Rao Associates, Chartered Accountants, Hyderabad due to
organizational conve- nience. The Company has received a certificate to
the effect that their appointment, if made, will be within the limits
under Section 141 of the Companies Act, 2013. In view of this, the
Board recommends the appointment of M/s.. K.P.Rao Associates, Chartered
Accountants, Hyderabad as Statutory Auditors of the Company for the
next 3 (Three) years from i.e. 2014-15 to 2016-17.
20. AUDITORS'' REPORT:
The Auditor''s Report is self Explanatory and does not require any
comments from the Board of Directors.
21. COST ACCOUNTING RECORDS:
Pursuant to the provisions of Section 233B of the Companies Act, 1956
and in terms of General Circular No. 15/2011 dated 11th April''2011 and
with the prior approval of the Central Government, M/s. A.S.Rao&Co.,
Practicing Cost Accountants, Visakhapatnam were appointed as Cost
Auditors of the Company to conduct audit of Cost Records of Packaged
Food Prod- ucts for the year ended 31st March''2014, Cost Audit Reports
would be submitted to the Central Government within the prescribed
time.
Pursuant to Rule 5 of the Companies (Cost Audit Report) Rules, 2011
cost Audit Reports for Packaged Food Products for the year ended 31st
March''2013 were filed with the Central Government.
22. STATUTORY COMPLIANCE:
The Company has complied with the concerned provisions relating to
statutory compliance with regard to the affairs of the Company in all
aspects.
23. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
continuous assistance and co- operation extended to your Company by the
Customers, suppliers, dealers, Financial Institu- tions, Customs
Authorities, Local Bodies, Overseas Bodies, other Corporate Bodies &
Au- thorities and other Agencies. Your Directors also have pleasure in
placing on record their appreciation for the assistance extended by the
Company''s Bankers viz. Bank of India, Visakhapatnam. Your Directors
also wish to acknowledge the continued support and confi- dence reposed
in the management by the shareholders. Your Directors also wish to
place on record and sincerely acknowledge the services rendered by the
employees at all levels. Thanks are also extended to our advisors,
professionals, well-wishers and all other persons dealing with the
Company.
By Order of the Board For COASTAL CORPORATION LIMITED
Sd/-
(T. VALSARAJ)
MANAGING DIRECTOR
Sd/-
Place: Visakhapatnam (G.V.V. SATYANARAYANA)
Date :30.08.2014 DIRECTOR-FINANCE
Mar 31, 2010
To The Members of Coastal Corporation Limited
The Directors have pleasure in presenting the TWENTY-NINTH Annual
Report on the business and operations of the Company together with the
Audited Statement of Accounts for the Financial Year ended 31s1 March,
2010 and the report of the Auditors thereon.
1. FINANCIAL RESULTS :
Year Ended Year Ended
31.03.2010 31.03.2009
Sales 23,39,10,537.00 21,02,90,163-00
Work Contract Receipts -- --
Interest 95709-00 6,56,153-00
Other Income 3,78,67,066-00 2,94,95,419-00
Total Income 27,18,73,312-00 24,04,41,735-00
Less: Expenditure 25,98,78,808-00 23,25,00,443-00
Profit before Depreciation
and Taxation 1,19,94,504-00 79,41,292-00
Tess: Depreciation 34,09,639-00 29,20,934-00
Profit before Taxation 85,84,865-00 50,20,358-00
Less: Provision for Tax (15,51,909-00) (10,76,712.00)
Less: Prior Period Adjustments -- (9,22,982)
Net Profit for the Year 70,32,956.00 48,66,628-00
2. REVIEW OF OPERATIONS :
During the year under review, the Company has earned an income of
Rs.27,18,73,312- 00 as compared to Rs.24,04,41,735-00 during the
previous year and the expenditure incurred amounted to
Rs.25,98,78,808-00 as against Rs.23,25,00,443-00 during the previous
year. The depreciation provided for the reporting year was
Rs.34,09,639-00 as compared to Rs.29,20,934-00 during the previous
year. Hence, Net Profit after tax was amounted to Rs.70,32,956.00 as
compared to Rs.48,66,628-00. during the previous year.
The efforts taken by the Directors as well as efficient and effective
services given to its valuable customers is clearly evident with the
rise of the turnover, the Company is continuing in the line of profit.
However, your Directors have making all possible ways and means for
increasing the business of the company and also striving to control
Overheads. Hence, the Company expects more profits in the years to
come.
3. DIVIDEND:
In view of meeting the working capital requirements for the business,
the present financial scenario and also in order to conserve the
resources for future requirements & plans, your Directors have not
recommended any dividend for the financial year ended March 31, 2010.
4. PREFERENTIAL SHARES :
During the period under review the Company has issued and alloted 6.5%
13,00,000 (Thirteen lakhs) Redeemable Preference Shares of Rs. 10/-
(Rupee Ten only) each at par.
5. CREDIT & GUARANTEE FACILITIES:
The Company has been availing Packing Credit limits and Term Loan
facilities from Bank of India, Overseas Branch, Visakhapatnam from time
to time and ICICI Bank Limited for other Term Loans for the business
requirements.
6. DEPOSITS:
The Company has not invited or accepted any Deposits from the public
during the Financial year.
7. INSURANCE:
All the assets of the Company wherever necessary and to the extent
required have been adequately insured.
8. EMPLOYEE RELATIONS:-
The Company has been in touch relating to recruitment of required
personnel at all levels, for operations of the Company and to render
services efficiently and effectively. The Board wishes to place on
record their sincere appreciation to their employees at all levels for
their commitment dedication for the growth and development of the
Company.
9. PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:
Particulars of employees as required by the Provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies {Particulars
of Employees) Rules, 1975 are not given as your Company has not paid
any remuneration attracting these provisions.
10. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
ETC:
Your Company continues to explore all possible avenues to reduce energy
consumption.
As your Company is covered in the Schedule to the Companies
(Disclosures of particulars in the report of the Board of Directors)
Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956,
the details under Form ÃA' are furnished as an annexure-1.
11. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review, the Company has earned Foreign Exchange
to the tune of Rs. 19,46,00,253/- (FOB) and has not incurred any amount
in Foreign Exchange.
12. DIRECTORSÃ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i. in the preparation on of the annual accounts for the year ended 31st
March, 2009. the applicable accounting standards had been followed
along with proper explanation relating to material departures ;
ii. the Directors have 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 on 31 March, 2009 and of the profit or loss of your
Company for that period;
iii. 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, and;
iv. the Directors had prepared the annual accounts for the financial
year ended 31st March, 2010 on a going concern basis.
13. THE BOARD:
The Board of Directors of the Company is duly constituted. Sri
Venkateswara Rao Kamireddy, Director of the Company retires by rotation
at the forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment.
The Board confirms that none of the Directors of the Company is
disqualified from being appointed as Director in terms of clause (g) to
sub-section (1) of Section 274 of the Companies Act, 1956 and necessary
declarations have been obtained from all the Directors in this regard.
14. CORPORATE GOVERNANCE:
Corporate Governance is given as an Annexure to the Directors Report.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
This has been dealt with in the separate Annexure to this Report.
16. COMPLIANCE CERTIFICATE:
The Compliance Certificate referred to in the proviso to sub-Section
(1) of Section 383A of the Companies Act, 1956 was obtained.
17. AUDITORS:
The present Statutory-y Auditors of the Company Sri V.V.S. Bhagavan,
Chartered Accountant, Hyderabad, retire at the conclusion of the
ensuing Annual General Meeting and being eligible for re-appointment.
The Company has received a letter from him to the effect that his
appointment if made, would be within the limits prescribed under
Section 224(1-B) of the Companies Act, 1956 and that he is not
disqualified for such appointment within the meaning of Section 226 of
the Companies Act, 1956. The Audit Committee and the Board of Directors
recommend the appointment of Sri V.V.S. Bhagavan, Chartered
Accountant, Hyderabad as Statutory Auditors of the Company for the
financial year 201D-11.
18. STATUTORY COMPLIANCE:
The Company has complied with the concerned provisions relating to
statutory compliance with regard to the affairs of the Company in all
aspects.
19. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
continuous assistance and co-operation extended to your Company by the
Customers, suppliers, dealers, Bankers, Financial Institutions, Customs
Authorities, Local Bodies, Overseas Bodies, other Corporate Bodies &
Authorities and other Agencies. Your Directors also wish to acknowledge
the continued support and confidence reposed in the management by the
shareholders. Your Directors also wish to place on record and sincerely
acknowledge the services rendered by the employees at all levels.
Thanks are also extended to our advisors, professionals, well-wishers
and all other persons dealing with the Company.
By Order of the Board
For COASTAL CORPORATION LIMITED
(T.VALSARAJ)
MANAGING DIRECTOR
Place :Visakhapatnam (G.V.V. SATYANARAYANA)
Date : 22.06.2010 DIRECTOR
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