Ultramarine & Pigments Ltd

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Dear Members,

The Directors have the pleasure of presenting the 63^rd Annual Report of the Company for the financial year ended 31^st March 2024. The Management Discussion and Analysis is covered in this report.

Standalone Financial Results – Summary in Lakhs

DIVIDEND:

In accordance with the dividend distribution Policy of the company, your directors have recommended a dividend of 5.00 per share of the nominal value of 2.00 each for the year ended 31 March 2024 [previous year 5.00 per share of the nominal value of 2.00 per share] at the meeting held on May 16, 2024. The dividend, if approved and declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members on or before 7^th August 2024.

MANAGEMENT'S DISCUSSION AND ANALYSIS

During the year, the Company witnessed pricing pressures across segments on account of declining input costs, resulting in lower realization. The benefit of lower input costs was not reflected in the margins due to the consumption of high-cost inventory from the earlier period. Export volumes registered a drop of 21% due to liquidation of accumulated inventories by overseas customers. However, the robust demand in domestic market largely compensated for the drop in export volumes.

Despite the adverse factors stated above, the Company achieved improved cash flows due to working capital optimization.

OPERATIONS AND FINANCIAL PERFORMANCE:

The revenue for the year from operations stood at 526 Crores in 2023-24, registering a marginal decline of 3% as compared to the previous year. This decline is attributed to the decline in exports. Capacity utilization of the Sulphonation plant at Naidupeta, Andhra Pradesh, improved from the second half of the year and is expected to stabilize from next year.

The net profit after tax declined by 19% due to the aforementioned factors. Total export revenue for the year was 131 Crores, as against

165 Crores in FY 2023.

A detailed analysis of the performance is given below:

Inorganic Pigments:

Revenue from Pigments decreased by 14% as compared to the previous year, while volumes were down by 2%. This was primarily due to the disposal of accumulated inventory. The domestic industrial market witnessed robust growth during the year. However, the fall in exports caused by weakened international market demand, inflation, and geopolitical crises impacted the overall realizations and revenue. The company is working on expanding its customer base in international markets by tapping new areas. The standalone net revenue for the year was 135 Crores, as against

158 Crores in the previous year, a reduction of 14% primarily due to dip in export revenue.

The current year marked the first full year of operations for the subsidiary company Ultramarine Specialty Chemicals Ltd., achieving a capacity utilization of 82% of current installed capacity. The subsidiary reported a net revenue of 38 Crores, compared to 16 Crores in the previous year. We are working to improve our product mix to maximize revenues with the available capacities.

Surfactants and Specialities:

The Company has achieved optimum capacity utilization in Ranipet and marked improvement in Naidupeta from the second half of the year. The revenue increased to 343 Crores from 333 Crores despite lower realizations compared to the previous year. The Company has added more specialty chemicals through in-house development efforts, which will help improve the bottom line.

Wind Power Generation and other Green energy:

The Company owns and operates six Wind Turbine Generators at three locations in Tamil Nadu, with a capacity of 4.3 MW. The electricity generated by them is consumed at the Ranipet and Ambattur Plants. The windmills have generated 61 lakh units in 2023-24 as against 62 lakh units in the previous year. Captive consumption from the windmills was 61 lakh units, an increase of 12 lakh units over the previous year. Green energy contributes to 55% of total energy consumption in the chemicals business.

IT-enabled Services:

During the current year, the ITeS division has seen growth in the publishing business and achieved a higher revenue in this sector with increased resource strength. However, the scheduled end of certain projects in healthcare during the year caused an overall dip in revenue. During the year under review, this division reported an income of

46 Crores, 9% below the previous year's 50 Crores, with a profit of

12 Crores. Its focus remains on quality foremost, to achieve additional business from existing clients and from new clients.

Earnings per Share (EPS):

Earnings Per Share (EPS) is at 18.43 as compared to 22.76 for the previous year. This decrease was due to a combination of various factors like lower realization and dip in exports.

Internal Financial Control:

The Company has a dedicated internal audit function that reviews the sustained effectiveness of internal financial controls by adopting a systematic approach. The Company also has an effective ERP system customized to suit specific requirements. The majority of approvals and work flows are routed through the system. With periodic improvement and additions, we have been able to include more work flows in the system this financial year. The Company maintains adequate controls over financial reporting. All the financial data are captured from the system with in-built security developed for both financial data accuracy and for prevention of data leakage. The Company has well-defined, regularly updated Standard Operating Procedures (SOPs) for every function. A suitable risk mitigation plan for each pre-defined SOP has also been developed and is well documented. The Internal Auditor's reports, observations, and management responses are placed before the audit committee in the presence of the Internal Auditor, and the same is discussed in detail. Corrective actions, if any, are taken promptly. The action taken report is also placed before the Audit Committee for review at each meeting. The Audit Committee ensures that appropriate actions to correct deviations, if any, are taken immediately by the management.

Human Capital:

The Company's business and strategic goals are accomplished through the alignment of the training and development plan of its employees, with a focus on upskilling, motivation, and well-being. In order to encourage a variety of perspectives and skills, the Company continues to work on improving inclusion in the workplace. In the year under reporting, the Company focused on driving greater communication and trust, through training and development, direct access to management, and the clarification of a strategic direction. This is also reiterated in the monthly meetings with the leadership team and with all heads of department. In the town halls conducted across the locations, 23 suggestions/ grievances were received, and all of them were addressed during the year. The Company has a ‘Zero Tolerance' policy towards any kind of discrimination and harassment at the workplace based on the applicable laws.

Gender ratio:

The employee gender ratio in the manufacturing division at the end of the financial year 2023-24 was 11% women, with 60 women and 478 men. In ITeS, the overall ratio was 43% women, with 242 women and 316 men.

Industrial Relations:

Industrial relations continued to be congenial during the year.

Health and safety:

The Company is committed to providing a healthy and safe working environment for the employees, contractors, business associates, visitors on-premises and the local community. The Company is compliant with all applicable health and safety legal requirements. Occupational Health and Safety (OHS) management systems are implemented and maintained across the locations.

The company is also regularly audited on health and safety metrics by large customers. The Company has a comprehensive Emergency Response Team (ERT) and team members are trained in appropriate emergency response activities in case of any untoward incidents.

RISKS AND CONCERNS

The Company has implemented a structured approach to identify both current and emerging risks in making strategic decisions and in developing detailed mitigation plans. To monitor the risks and opportunities, it has put in place a comprehensive Enterprise Risk Management (ERM) framework. This is regularly reported by the Chief Risk Officer to the Risk Management Committee of the Board for their feedback and input.

Projects through our Subsidiary:

The subsidiary has successfully commissioned a facility to manufacture Inorganic Pigments during the current year. The project is updated with newly developed indigenous technology to manufacture high-grade products with improved efficiency. The Pigments manufactured in this facility are being sold in both the domestic and export markets.

A project to add additional capacity of 1,500 MT of Pigments is being undertaken in the subsidiary at Naidupeta, Andhra Pradesh, with a total capital outlay of 80 Crores. We expect to commence commercial operations in a phased manner over a period of 18 months. A part of this capacity will be commissioned in FY 2024-25.

Development in R&D

Customer expectations are rapidly changing in recent days with limited product life cycles. R&D is constantly working on improving product specifications, developing newer applications, enhancing performance, and adding value from all angles. New product ideas are evaluated on an ongoing basis for market viability, profitability, and compatible chemistry. During the year after extensive lab trails, one product was commercialized. additional products will be commercialized in the upcoming year with existing infrastructure.

CAUTIONARY STATEMENT

The statements made in the report describe the company's objectives, projections, estimates, expectations, and predictions which may be "forward-looking statements" within the meaning of the applicable securities laws and regulations. The annual results can differ materially from those expressed or implied, depending on the economic conditions, Government Policies, and other incidental factors and developments.

SHARE CAPITAL

The paid-up equity share capital as on 31^st March 2024 was 584 lakhs. During the year under review, the company has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL i) Mrs. Indira Sundararajan (DIN: 00092203), Non-Executive Director, was appointed at the Annual General Meeting held on 21 July 2023 pursuant to Regulation 17(1A) of Listing Regulations, 2015. ii) During the year under review, at the meeting of the Board of Directors held on 19 May 2023, Mrs. Hemalatha Mohan (DIN: 07233344) and Mr. B. K. Sethuram (DIN: 03498701) were appointed as Independent Directors for a consecutive term of 5 years w.e.f.

19^th May 2023. Subsequently, at the 62^nd Annual General Meeting held on 21^st July 2023, the Shareholders approved the said appointment by way of special resolution.

iii) In accordance with Section 152 of Companies Act, 2013, and Articles of Association of the Company, Mr. V Bharathram (DIN: 08444583), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

iv) In compliance with Regulation 17 (1D) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, approval to the continuation of Mr. R. Sampath (DIN: 00092144) as a Non-Executive Promoter Director is proposed at the ensuing AGM.

v) The first term of Mr. C. R. Chandra Bob (DIN: 07384175) and Mr. Harsh R. Gandhi (DIN: 00133091) as Independent Directors will be completed at the ensuing AGM. Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered their re-appointment as Independent Directors for the second term subject to the approval of Shareholders at the ensuing AGM.

vi) The tenure of Mr. V. Bharathram (DIN: 08444583), Managing Director, expires on 31.07.2024. Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered his re-appointment as Managing Director, subject to the approval of Shareholders at the ensuing AGM.

vii) The tenure of Ms. Tara Parthasarathy (DIN: 07121058), Managing Director, expires on 15.03.2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered her re-appointment as Managing Director, subject to the approval of Shareholders at the ensuing AGM.

viii) The tenure of Mr. R. Senthil Kumar (DIN: 07506927), Whole-time Director, expires on 31.07.2024. Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered his re-appointment as Whole-time Director, subject to the approval of Shareholders at the ensuing AGM.

ix) Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered the appointment of Mr. R. Ravi Shankar (DIN: 01224361) as an Independent Director, subject to the approval of the Shareholders at the ensuing AGM.

Declaration by Independent Directors

All the Independent Directors have furnished to the Company a declaration under section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as envisaged under section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

During the year under review, eight Board meetings and four Audit Committee meetings were held. The intervening gap between two Board meetings and two Audit Committee meetings was within the period prescribed under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations/Listing Regulations, 2015. The meetings of the Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Business Review Committee, and Corporate Social Responsibility Committee were duly held in compliance with provisions under the Companies Act, 2013, and SEBI Listing Regulations, 2015. The details of these meetings are given in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual performance evaluation on the performance of the Board, the Directors individually, as well as the evaluation of the Board Committees was carried out.

The performance of the Chairman of the Board was reviewed by the Independent Directors, taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices, etc.

The performance evaluation of the Non-Independent Directors was carried out by the entire Board of Directors (excluding the Director being evaluated). The parameters considered were compliance with the regulations and statutes with due emphasis on corporate governance, technical competence, contribution to the discussion on strategy/ performance, motivating and reviewing key employees, etc.

The Independent Directors have assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board in accordance with Schedule IV of the Companies Act, 2013. The evaluation of Independent Directors was conducted by the entire Board of Directors (excluding the Independent Director being evaluated). They are evaluated on various parameters viz., participation in Board and Committee meetings, value addition to discussions on strategy, objectivity, and independence of views, suggesting best practices, and offering new perspectives from their experience. The lead Independent Director prepared the summary report, and a discussion was held at the Independent Directors meeting on 07 February 2024. The same was circulated to the Chairman of the Board and all the Directors. In the subsequent Board meeting, the Lead Independent Director briefed the Board about the deliberations at the Independent Directors' meeting. Discussions were held on the feedback, and the Board identified areas where improvements need to be effected.

POLICIES

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain policies for all listed companies. In compliance with the same, the Company has formulated the policies. The corporate governance policies, namely Policy on Related Party Transactions, Corporate Social Responsibility Policy, Policy on Board Diversity, Policy on Disclosure of Material Event/Information, Code of Fair Disclosure under SEBI (Prohibition of Insider Trading) Regulations, 2015, Whistle Blower Policy. Dividend Distribution Policy, etc., are available on the Company's website: www.ultramarinepigments.net.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on director's appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a director, and other matters provided under subsection (3) of Section 178 of the Companies Act, 2013, was framed on the recommendation of Nomination and Remuneration Committee and approved by the Board. The key objective of this policy is the selection, appointment, and remuneration of Key Managerial Personnel, Directors, and Senior Management Personnel. The said policy is given as Annexure – I to the Director's Report.

RISK MANAGEMENT POLICY

A Risk Management Policy was framed and approved by the Board. A Risk Management Committee was constituted to assess the risk and mitigation, and establishment of an integrated risk management_ framework for identifying, assessing, mitigating, monitoring, evaluating, and reporting all risks. This provides a clear and strong basis for informed decision-making at all levels of the organization and continually strive towards strengthening the "Risk Management &_ Compliance_ System" through Continuous_learning and improvement.

VIGIL MECHANISM (Whistle Blower Policy)

The vigil mechanism of the Company incorporates a whistle blower policy in terms of SEBI Listing Regulations. Through this policy it aims to provide an avenue for employees to raise their concerns about any violation of legal or regulatory requirements, fraud, malfeasance, or misrepresentation of financial statements and reports.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2023-24.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 134 (5) of the Companies Act, 2013, the Directors confirm that: I] in preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II] appropriate accounting policies have been selected and applied, and such judgements and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as of 31^st March 2024, and of the profit of the company for the year ended that date.

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

IV] the annual accounts have been prepared on a "going concern" basis. V] that proper internal financial controls are laid down and are adequate and operating effectively.

VI] that proper systems to ensure compliance with the provisions of all applicable laws have been devised, and such systems are adequate and operating effectively.

Details of Subsidiaries

The Company has two wholly owned subsidiaries:

Ultramarine Specialty Chemicals Limited: Operational details of this Subsidiary are available in the Management Discussion and Analysis. Ultramarine Fine Chemicals Limited: This Subsidiary was incorporated during the financial year 2022-23 and is yet to commence its operation.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Particulars of loans and investments are provided in the financial statements (Please refer to Notes 7, 11, &15 in the financial statement).

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons that may have a potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for the transactions which were foreseen and repetitive in nature. The transactions for which omnibus approval was required were placed before the Audit Committee and the Board for their review and approval. A policy on the Related Party Transactions was framed, approved by the Board, and posted on the Company's website at www.ultramarinepigments.net. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC – 2 is not applicable.

STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Company's shares are listed with BSE Ltd. The Company has paid the annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance is annexed herewith. As required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor's Certificate on Corporate Governance is enclosed in the Board's Report.

STATEMENT SHOWING UNCLAIMED DIVIDEND AS ON 31^ST MARCH 2024

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend that remains unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend/unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The unclaimed amounts along with their due dates for transfer to IEPF are mentioned below:

The details of unclaimed dividends are available on the Company's website: www.ultramarinepigments.net/investors/investors information

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions under Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Amendment Rules, 2017, shares in respect of which dividends were not claimed by the shareholders for seven consecutive years, are required to be transferred to the Investor Education and Protection Fund (IEPF). During the year, shares transferred to IEPF: 160 shares.

DETAILS RELATING TO DEMATERIALIZED UNCLAIMED SUSPENSE ACCOUNT:

DEPOSITS

The Company has not accepted any public deposits under Chapter V of the Companies Act, 2013 during the financial year 2023-24.

STATUTORY AUDITORS

M/s Brahmayya & Co., Chartered Accountants (Firm Regn. no. 000511S), were appointed as statutory auditors at the Annual General Meeting (AGM) held on 7^th August 2014 and re-appointed at the AGM held on 29^th July 2019. The statutory Auditors will be completing their two consecutive terms of 5 years at the ensuing Annual General Meeting. Pursuant to the provisions under Section 139 (2) of the Companies Act, 2013, M/s. Brahmayya & Co. shall not be eligible to continue as statutory auditors.

The auditor's report given by M/s Brahmayya & Co., on the financial statements of the Company for the financial year 2023-24 is part of this Annual Report. There was no qualification, reservation, adverse remark, or disclaimer given by the auditors in their report.

There were no incidences of reporting of fraud by Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

Based on the recommendations of the Audit Committee and subject to the approval of shareholders at the ensuing Annual General Meeting (AGM), the Board of Directors at its meeting held on 16 May 2024 considered the appointment of M/s Sundaram & Srinivasan, Chartered Accountants, Chennai (Firm Regn no. 004207S) as statutory auditors for a period of 5 consecutive years, commencing from the conclusion of this AGM till the conclusion of the AGM to be held in the calendar year 2029.

The Company is in receipt of the consent letter and eligibility certificate as envisaged under Section 141 of Companies Act, 2013.

COST AUDITORS

The Company falls under the applicability of maintenance of cost records and their audit. Pursuant to Section 148 of Companies Act, 2013, and Companies (cost records and audit) Rules, 2014, M/s. GSVK & Co., Cost Accountants (Firm Regn. No. 002371), have been appointed as cost auditors for the financial year 2023-24.

INTERNAL AUDITORS

Pursuant to Section 138 of Companies Act, 2013, read with rules thereunder, M.S. Krishnaswamy & Co., Chartered Accountants, are appointed as the internal auditors of the Company.

The Company's internal control system is commensurate with the nature of its business and the size and complexity of the operation. The internal auditors played an important role in strengthening the internal controls within the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. R.M. Mimani & Associates LLP (Firm Registration No. L2015MH008300), a firm of Company Secretaries in practice, as Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial audit report of the Company and its material subsidiary in Form MR-3 is given in Annexure- II and III of this report respectively.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92 (1) and Rule 11(1) of the Companies (Management and Administration ) Rules, 2014, Annual Return (Form MGT-7) for the year ended 31^st March 2023 will be placed on the Company's website at www.ultramarinepigments.net/investors/investors information.

SECRETARIAL STANDARDS

The Company is in complaint of all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is given in Annexure – IV to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING, AND OUTGO

The particulars required to be included in terms of section 134(3)(m) of the Companies Act, 2013, with regard to Conservation of Energy, Technology Absorption, Foreign Exchange earnings, and outgo are given in Annexure – V to this report

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY

A report on the CSR initiatives of the Company and the CSR policy is given in Annexure – VI of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The company does not fall under the top 1,000 listed entities by market capitalization as on 31^st March, 2024. Thus, BRSR under Regulation 34(2) of Listing Regulations, 2015 is not applicable.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the support and cooperation received from its employees, suppliers, customers, distributors, and business associates in accomplishing the business goals of the organization.

The Board takes this opportunity to thank all regulatory authorities, the Government, and the stock exchange for their continued support.