No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investors account. | To lodge complaint with SEBI, Visit https://scores.gov.in/scores/Welcome.html   |   KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes... << Prices as on May 14, 2021 >>  ABB India 1394.85  [ -0.62% ]  ACC 1877.1  [ -0.33% ]  Ambuja Cements Ltd. 307  [ -0.65% ]  Asian Paints Ltd. 2773.6  [ 8.51% ]  Axis Bank Ltd. 685.1  [ -0.90% ]  Bajaj Auto Ltd. 3848.35  [ -0.78% ]  Bank of Baroda 74.05  [ -4.39% ]  Bharti Airtel 560.55  [ -0.22% ]  Bharat Heavy Ele 68  [ -4.70% ]  Bharat Petroleum 442.2  [ -1.56% ]  Britannia Ind. 3500.35  [ 1.79% ]  Cairn India Ltd. 285.4  [ 0.90% ]  Cipla 904.1  [ 0.60% ]  Coal India 146.65  [ -4.46% ]  Colgate Palm. 1567.2  [ 2.53% ]  Dabur India 534.8  [ 1.05% ]  DLF Ltd. 250.05  [ -5.78% ]  Dr. Reddy's Labs 5195.85  [ -2.00% ]  GAIL (India) Ltd. 152.7  [ -5.21% ]  Grasim Inds. 1365.55  [ -3.29% ]  HCL Technologies 910.3  [ 0.45% ]  HDFC 2421.8  [ -0.69% ]  HDFC Bank 1387.15  [ -0.88% ]  Hero MotoCorp 2811  [ -1.09% ]  Hindustan Unilever L 2376.8  [ 2.05% ]  Hindalco Indus. 383  [ -3.94% ]  ICICI Bank 597.25  [ 0.39% ]  IDFC L 54.3  [ -2.78% ]  Indian Hotels Co 112.9  [ -2.76% ]  IndusInd Bank 891.4  [ -2.82% ]  Infosys 1316.8  [ -0.76% ]  ITC Ltd. 212.35  [ 4.45% ]  Jindal St & Pwr 417.15  [ -8.66% ]  Kotak Mahindra Bank 1707.3  [ -0.65% ]  L&T 1415.5  [ 2.21% ]  Lupin Ltd. 1178.8  [ -2.64% ]  Mahi. & Mahi 741.65  [ -2.45% ]  Maruti Suzuki India 6738.15  [ -1.21% ]  MTNL 18.05  [ -2.70% ]  Nestle India 17217.55  [ 3.01% ]  NIIT Ltd. 173.4  [ 2.73% ]  NMDC Ltd. 185.7  [ -8.48% ]  NTPC 111.3  [ -1.72% ]  ONGC 113  [ -1.78% ]  Punj. NationlBak 36.85  [ -0.67% ]  Power Grid Corpo 228.8  [ 1.33% ]  Reliance Inds. 1936.85  [ 1.22% ]  SBI 360.5  [ -2.00% ]  Vedanta 272.35  [ -3.49% ]  Shipping Corpn. 110.1  [ -4.59% ]  Sun Pharma. 691.1  [ -1.64% ]  Tata Chemicals 702.65  [ -2.73% ]  Tata Consumer Produc 645.05  [ 0.84% ]  Tata Motors Ltd. 312.35  [ -4.14% ]  Tata Steel 1132.1  [ -3.95% ]  Tata Power Co. 101.45  [ -4.79% ]  Tata Consultancy 3050.75  [ -1.22% ]  Tech Mahindra 951.95  [ -1.05% ]  UltraTech Cement 6367.7  [ -0.38% ]  United Spirits 565.3  [ 1.05% ]  Wipro Ltd 498.35  [ -1.87% ]  Zee Entertainment En 191.75  [ -0.75% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Commodity

  • Loading....

Forex

  • Loading....

ASPINWALL AND COMPANY LTD.

14 May 2021 | 12:00

Industry >> Plantations - Tea & Coffee

Select Another Company

ISIN No INE991I01015 52Week High 234 Book Value (Rs.) 172.45 Face Value 10.00
Bookclosure 08/08/2019 52Week Low 94 EPS 0.00 P/E 0.00
Market Cap. 145.22 Cr. P/BV 1.08 Div Yield (%) 1.35 Market Lot 1.00

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2018-03 

To the members,

We are pleased to present the Report on our business and operations for the year ended March 31, 2018.

1. RESULTS OF OUR OPERATIONS

Sl.

Particulars

2017 - 18

2016 - 17

No.

Rs. In Lakhs

Rs. In Lakhs

1

Revenue from operations

28094

24460

2

Expenses

25436

22422

3

Earnings before Interest, Tax, Depreciation, Amortisation and exceptional items

2658

2038

4

Depreciation and amortisation expenses

249

232

5

Finance cost

477

571

6

Exceptional items

310

322

7

Other income

453

582

8

Profit before Tax

2075

1495

9

Tax Expenses

755

633

10

Profit after tax

1320

862

11

Other comprehensive income

(3)

(42)

12

Total comprehensive income for the year

1317

820

13

Opening Balance- Total Comprehensive Income

1121

801

14

Transfer to general reserve

600

500

15

Dividend and Dividend tax

269

-

16

Closing Balance -Total Comprehensive Income (12 13-14-15)

Other Equity:

Reserves and Surplus

1569

1121

17

General Reserve

10800

10200

18

Retained Earnings

1614

1163

19

Other Comprehensive Income

(45)

(42)

20

Total (17 18 19)

12369

11321

21

EPS

16.88

11.02

2. CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Corporate Governance Report with the Auditor's Certificate thereon, are attached and form part of this Report.

3. MANAGEMENT DISCUSSION & ANALYSIS (M.D.&A.)

This report includes M.D.& A as appropriate so that duplication and overlapping between Board's Report and the entire material is provided in a composite and comprehensive document.

4. BUSINESS PORTFOLIOS AND PERFORMANCE:

Our Company is a multi-line business organization and is engaged in Logistics services, Coffee processing and trading, Rubber plantations, manufacture and trading of Natural Fibre products.

Coffee Division:

Coffee production in India for the year 2018, post blossom was estimated at 3.5 lakhs MT. However, the feedback from the growers is that the production maybe lower by 15% especially in Robusta.

During the year under review, Coffee Global production has witnessed an increase of around 1.25% as compared to the previous year. During the year 2017, the production was 159.66 million of 60 bags against 157.69 million of 60 bags, showing an increase mainly in Robusta production.

Global coffee consumption is increasing steadily around 1.5% and it stood at 157.8 million 60 kg bags compared to previous year 155.7 million 60 kg bags.

Aspinwall is one of the finest producers of speciality coffee in India. Our Monsooned coffees are found to be unique and well accepted in the global market. We contribute around 50% of the total Monsooned Coffee product exported from India. We have monsooned 5000 MT during the year. Majority of our exports are to Switzerland, Germany, Italy, England and Scandinavian countries like Norway, Sweden and the balance to Australia, USA, Japan and Russia.

The Coffee Division has been consistently contributing to the Company's profit, immensely, for the past 10 years. This year Coffee Division has done extremely well, surpassing all its previous records. Irrespective of the downward market trend & Indian currency being strong throughout the year, Coffee Division ended the year with its best performance in comparison to all its previous years.

Coffee Division has made consistent progress in Sustainability Programme (Nespresso AAA & Rainforest Alliance) and have contracted 30 containers, out of which 22 containers of Certified coffees are for Nespresso. 14 new farms have been added in the sustainability cluster. We have now increased the farms to 32 in comparison to the previous year figure of 18.

During the year, the new logo of the Division's brand, Monsooned Malabar Mellows, has been registered under the Trade Marks Act, 1999, and the same has been put to use.

Further, the ISO 9001 certification of Coffee Division has been successfully upgraded to the latest 2015 standards.

The Division had installed one more Spectrum Tri Chromatic colour sorter machine at its factory premises at Mangalore, Karnataka, with customised design to increase the dispatch for more efficient and faster output as compared to the process of manual garbling. The Division also successfully commissioned and installed Dust filter machine in Husk room, thereby making the machine room dust free.

Natural Fibre Division:

During the year under review, export of Coir products in the country has shown a gain of about 10% as compared to the previous year. Most of the gains are for Coir Pith, with little or of no gains for our standard manufactured door mats.

The exports of the Division, during the period, was slightly ahead in comparison to the previous period, but not upto the budgeted expectations. This was consequent to the loss of one of our largest European customers due to pricing pressure from our competitors. We have subsequently regained this client business.

The Exchange rate against major trading currency had marked a negative impact coupled with reduction of export incentives.

Further, the Factory of the Division at Pollachi, Tamil Nadu, has been facing certain local issues in connection with the discharge of waste water, resulting in the damage of the groundwater, as alleged by certain local residents. Consequently, the Sub-Collector had issued the Prohibitory Order to stop the production without giving an opportunity of being heard for the Company. As the Company had already installed necessary infrastructural facilities at the factory premises and the same was found to be satisfactory by the Pollution Control Board, the Hon'ble High Court of Madras had granted absolute stay based on the report of PCB, against the prohibitory order of Sub-Collector, Coimbatore. The production, therefore, as on date is in full swing, after closing down for an aggregate period of less than two weeks for the above issue.

Despite these setbacks, the division was able to close the year with positive results due to significant reduction of operating expenses and tight cost controls.

The exports of the Division are poised for further growth with the inception of our USA Operations in partnership with Quality Rubber Resources, Inc. and further gains with new clients in Europe. The domestic sales are showing good gains and is poised for further growth.

Rubber Division:

The Natural Rubber plantation industry continues to face the crisis situation caused by poor prices. Towards the end of FY 2016-17, rubber prices showed some signs of recovery as it faced some supply tightness due to repeated floods in Thailand, firming up of US dollar against Asian currencies, and increased demand from China. But this trend did not sustain and the prices again weakened further in the early months of 2018.

India's natural rubber production during the fiscal 2017-18 is roughly 7 lakh tonnes, falling short of the Rubber Board projected figure of 8 lakh tonnes. Our plantation harvested a crop of 1027900 Kgs against a budget of 950000 Kgs. This is the ever highest crop produced by the estate which has resulted in better labour productivity (tapping average) of 19.00 kgs (which is also the best ever recorded), besides being one of the best in Malabar region of Kerala.

Despite the prices remaining unattractive, the division could register good operational profit by cutting down costs, enhancing productivity and achieving better sales realization. The cost of production was lower by Rs 8.12 per kg compared to the budget. This along with the additional contribution from the increased harvest and higher sales realization helped in combating the negative effects of low price. Hence, the Company could close the year with reasonable profits.

Aspinwall continues to get premium over market prices and has a superior brand image in Mumbai and Agra markets.

The price situation is likely to be better in the FY 2018-19. Major producers such as Thailand are taking measures to cut international supplies and prop up prices. According to the reports available in public domain, Thailand plans to bring down annual supply by as much as 1 million tonnes to 3.3 million tonnes, before the end of 2018. These moves may buoy international prices in the months to come.

Logistics Division:

As per the Economic Survey 2017-18, improving the Indian logistics sector would facilitate a 10% decrease in indirect logistics cost, leading to a growth of 5-8% in exports. Further, the Survey estimates that the worth of Indian logistics market would be around US$ 215 billion in next two years compared to about US$ 160 billion currently. The boom in next couple of years is expected largely due to the implementation of Goods and Service Tax (GST).

Today, the Indian logistics sector is going through a phase of transformation. Due to the initial efforts of Government of India (GoI), such as Make in India programme and improvements in infrastructure along with the emergence of skilled professionals, the country's position bettered from 54 in 2014 to 35 in 2016 in the World Bank (WB)'s Logistics Performance Index (LPI), in terms of overall logistics performance. In fact, India improved its tally in all the six components of LPI.

Compared to the above performance, the Logistics Division had performed well due to the exemplary performance from Mangalore and Tuticorin. The remarkable performance from Tuticorin has been due to the considerable increase in the warehousing income. Due to the import of wheat (and its long-term stocking), the business via warehousing income had increased way high during the year, which, however, is not likely to continue during the FY 2018-19.

As on March 2018 end, a stock of 1.4 lakhs ton of fertiliser cargo is lying at Port/Private godowns and hence fertiliser Imports during this current financial year will be much less. But the division is anticipating to handle more or less the same quantity of cargo during the year 2018-19.

The Division had also initiated various cost cutting measures in improving the bottom-line at its locations.

5. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designated to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The Company has appointed M/s.Suri & Co., Chartered Accountants, to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed every year in consultation with the Statutory Auditors and the Audit Committee.

The Audit Committee of the Board of Directors of the Company reviews the Audit Reports submitted by the internal auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action and reviews the positive remedial actions taken. The Audit Committee also meets statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations, periodically.

Cautionary Statement

Certain statements made in this Report relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company's operations. These include climatic and economic conditions affecting demand and supply, government regulations and taxation, natural calamities over which the Company does not have any direct control.

6. PERFORMANCE OF THE COMPANY :

The revenue from operations for the FY 2017-18 was at Rs.28,094 lacs was higher by 14.85% in comparison to the previous year's figure of Rs.24,460 lacs. PBT (before exceptional items) was Rs.2385 lacs registering a growth of 31% over the PBT of Rs.1817 lacs (before exceptional items) in the FY 2016-17. During the year, the total Comprehensive Income was Rs. 1317 lacs as against Rs. 820 lacs for the last year.

Transfer to Reserves

The Company proposes to transfer Rs.600 lacs to the General Reserve out of the amount available for appropriation and an amount of Rs. 1614 lacs is proposed to be retained in the profit and loss account excluding Other Comprehensive Income.

Dividend

The Board of Directors are pleased to recommend a first and final dividend of Rs. 3.50 per equity share for the year 2017-18 as compared to Rs. 3 per equity share for the year before.

7. DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human potentials have been perceived as powerful resource right from inception stage of Aspinwall wherein Company makes continuous and concerted efforts to groom its HR to meet with the present and future challenges in the field of Technology and Management functions and also focuses on providing an environment conducive for grooming employees to enable them to contribute on a continuous basis for the growth of the organization and also to meet with the rapidly changing industrial scenario.

The company is very much concerned about its Human Resource (HR) which is a prime asset for improvement and enhancement of productivity and profitability. Very harmonious, cordial and healthy industrial relations (IR) prevailed throughout the year.

The total strength of human asset of the Company as on March 31, 2018 was 770.

8. WHOLLY-OWNED SUBSIDIARIES:

The Company has four wholly-owned subsidiaries as on March 31, 2018. There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiaries. Pursuant to the provisions of the Section 129 (3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of the Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. Following are the brief description of the wholly-owned subsidiaries of the Company:

8.1 Aspinwall Technologies Ltd

The main activities of the Company are the development and trading of business automation systems and programmes in software for Aspinwall and Company Limited and its subsidiaries.

8.2 Malabar Coast Marine Services Pvt. Ltd.

The main activities of this Company are stevedoring and freight forwarding. Stevedoring is carried out mainly in the port of Mormugao (Goa). Freight forwarding is carried out in locations like Goa, Bangalore and Mangalore.

8.3 Aspinwall Geotech Ltd.

Aspinwall Geotech Limited was formed for carrying on the business of Geotextiles. However, a major fire accident in the year 2002 had damaged a critical machinery and since then no commercial activity has been possible.

9.4 SFS Pharma Logistics Private Limited

SFS Pharma is engaged in the business of specialized logistics service and provides service for Door to door transportation of temperature/time sensitive shipments in India and abroad.

SFS Pharma handles clinical trial/Pharmaceuticals/Biological sample and other temperature sensitive shipments by providing a validated VIP packaging as well as data loggers.

The business of SFS Pharma is mainly based in Mumbai and the other key locations are Ahmedabad, Bangalore, Delhi and Hyderabad. All these locations are equipped with freezer/chillers/VIP packaging/ data loggers/ temperature monitoring systems and other required amenities/devices to provide quality solutions to valuable customers.

During the year, the Company was able to increase its clientale and the performance of the Company is very encouraging. Likewise, the Company is confident to make decent progress in its performance in this FY 2018-19 as it, presently, has good customer base of eminent Pharma/Healthcare companies and is in the process of further increasing the said clientale.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 the affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Directors

During the year under review, Mr.Raghavan Sasiprabhu Karunamittom (DIN: 0005116814), Additional Director, resigned from the Board of Directors of the Company, effective from July 10, 2017.

Mr.Rama Varma (DIN: 00031890), retires by rotation and being eligible, has offered himself for re-appointment.

Shri.Avittam Thirunal Adithya Varma (DIN: 02213375), was appointed by the Board of Directors of the Company as an Additional Director, effective from August 17, 2017. The Board, has recommended the regularisation of appointment of Shri.Avittam Thirunal Adithya Varma as Director under the Non-Executive category for a period of five years, subject to retirement by rotation. The same form part of the Notice for this AGM.

Mr.Mahadev Lakshminarayanan (DIN:05003710), was appointed as an Additional Director under the Independent category, by the Board of Directors effective from May 01, 2018. The Board has recommended the regularisation of appointment of Mr.Mahadev Lakshminarayanan as an Independent Director for a period of five years. The said item forms part of the Notice for this AGM. Mr.Mahadev Lakshminarayanan has submitted a declaration that he meets the criteria of independence as provided in Section 149 (6) of the Act. The profile of the said Director is attached to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company during the year were - Mr.Rama Varma, Managing Director, Mr.Venkitraman Anand, Executive Director, Mr.T.R.Radhakrishnan, Chief Financial Officer and Mr.Neeraj R Varma, Company Secretary. There has been no change in the KMPs during the year.

The Independent Directors of the Company have submitted a Declaration under Section 149 (7) of the Act, declaring that they meet the criteria of independence under the said Act.

Number of meetings of the Board

Four meetings of the Board of Directors were held during the year. For details of the meetings of the Board, including the attendance details, please refer to the Corporate Governance Report, which forms part of this report.

Board Evaluation

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (LODR) Regulations, 2015 and based on the Guidance Note on Board Evaluation issued by SEBI. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of the independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into the views of the Managing Director and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Policy on directors' appointment and remuneration and other details

The brief description of the Company's policy on Director's appointment and remuneration and other matters, has been disclosed in the Corporate Governance Report, which forms part of this Report.

Audit committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

11. AUDITORS:

Statutory Auditors

Pursuant to the provisions of the Companies Act, 2013, the Company, at its AGM held on August 02, 2017, had appointed M/s.BSR & Associates lLp, Chartered Accountants (Firm Registration No.116231W/W-100024), as the Statutory Auditors of the Company for a period of five years till the conclusion of the 102nd AGM of the Company to be held in the year 2022. As per the provisions of the Companies Act, 2013, the said appointment was subject to ratification at each subsequent AGMs of the Company every year. However, as per the Companies (Amendment) Act, 2017, the related provision has been omitted, effective from May 07, 2018. Hence, the item for ratification of appointment of Statutory Auditor, which otherwise would have been part of the Ordinary Business in the Notice of the AGM, has been omitted this time.

Cost Auditors

M/s BBS & Associates, Cost Accountants (Registration No.00273), were the Cost Auditors of the Company for the FY 2017-18. The Board of Directors at their meeting held on May 28, 2018, has approved the re-appointment of the said firm as the Cost Auditors of the Company for the FY 2018-19 and has also recommended the Audit Fee payable to them. As per the provisions of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, audit fee payable to the Cost Auditors is to be ratified by the members of the Company. Secretarial Auditors

M/s BVR & Associates, Company Secretaries LLP (AAE-7079), were appointed as the Secretarial Auditors of the Company for the FY 2017-18.

Auditor's Report and Secretarial Audit Report

The Auditor's report and the Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. The report of the Secretarial Auditor is given as an Annexure, which forms part of this Report.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not advanced any loans/guarantees, under section 186 of the Act, during the year. The details of the loans/guarantees/investments of the Company is given as an Annexure to this Report.

13. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with the related parties falls under the scope of Section 188 (1) of the Act. Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, are given as an Annexure in Form AOC-2 and the same forms part of this Report.

14. CORPORATE SOCIAL RESPONSIBILITY

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 as an Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For other details of the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The Policy is available on the website of the Company (URL: http://aspinwall.in/corporate-governance.php).

15. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the extract of the Annual Return is given as an Annexure in the prescribed Form MGT-9, which forms part of this Report.

17. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration more than the prescribed levels as mentioned under Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the subsequent amendments thereto. The other information required under the said provisions are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Directors

Ratio to median remuneration

Non Executive/Independent Directors1

Mr.C.R.R. Varma*

1.11

Mr.R.Sasiprabhu @

Mr.K.R.N. Menon*

1.48

Mr.P.K. Sasidharan #

0.40

Vice Admiral Sushil Krishnan Nair (Retd.)*

0.94

Ms.Nina Nayar*

1.48

Shri. Avittam Thirunal Adithya Varma*

0.27

Whole-Time Directors

Mr.Rama Varma - Managing Director

39.48

Mr.Venkitraman Anand - Executive Director

49.23

*The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid to them for attending the Board/Committee meetings held during the year. The same, varies, based on their attendance at the meetings.

#Retired from the Board of Directors w.e.f. September 30, 2017.

@ Resigned from the Board of Directors w.e.f. July 10, 2017

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year

Mr.C.R.R. Varma2

-5.71%

Mr.R.Sasiprabhu*

-33.33%

Mr.K.R.N. Menon*

22.22%

Mr.P.K. Sasidharan*

-74.47%

Vice Admiral Sushil Krishnan Nair (I. N. Retd.)*

75%

Ms.Nina Nayar*

2.33%

Shri.Avittam Thirunal Adithya Varma#

N.A.

Mr.Rama Varma (Managing Director)

16.38%

Mr.Venkitraman Anand (Executive Director) $

34.57%

Mr.T.R.Radhakrishnan (Chief Financial Officer)@

35.94%

Mr.Neeraj R Varma (Company Secretary)@

67.09%

*The remuneration for Non-Executive/Independent Directors are the Sitting Fees paid to them for attending the Board/Committee meetings held during the year. The same, varies, based on their attendance. #Inducted as Additional Director during the FY 2017-18.

@The increase is due to the Variable Pay component as per the Policy of the Company and also due to the annual increments.

$ The increase is due to the Variable Pay component pertaining to the FY 2016-17, which was paid in the year under review, as per the Policy of the Company and due to the annual increments.

c) The percentage increase in the median remuneration of employees in the financial year: 28.93%

d) The number of permanent employees on the rolls of the Company as on March 31, 2018: 770.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was 23.25%. Increase in the managerial remuneration for the year was 30.83% (the said increase is due to the Variable Pay component based on the Policy).

f) The Company affirms that the remuneration is as per the remuneration policy of the Company.

g) The top 10 employees of the Company in terms of the remuneration drawn during the year 2017-18 are enclosed as Annexure to this Report.

17. DEPOSITS FROM PUBLIC

As reported last year, the Company has stopped accepting/renewing Fixed Deposits and has repaid all the Fixed Deposits as on March 31, 2015. The unclaimed interest amounts relating to the earlier Fixed Deposits are lying in the Interest Warrant Bank Account of the Company and is being transferred to the Investors' Education and Protection Fund ("IEPF") as and when it is due to be transferred, pursuant to the provisions of the Act.

18. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Export activities, initiatives taken to increase export, etc.

Coffee and Coir are the major export oriented business of the Company.

Our representative based at Netherlands over the past six years has been able to promote the activities of the Company across Europe. His efforts along with the visits of senior executives from India have helped the Company to retain and improve the customer base across Europe. During the year, the Companies' Executives along with our representative in Europe have participated/attended various exhibitions/trade fairs.

(b) Total foreign exchange used and earned

During the year under review, the Company's foreign exchange earnings amounted to Rs.12,623 lacs compared to Rs.10,915 lacs in the previous year. The total outgo of foreign exchange amounted to Rs.42 lacs as against Rs.68 lacs in the previous year.

19. BUY-BACK

The Company has not contemplated any buy-back of shares.

There has also been no change in the share capital of the Company during the FY 2017-18.

20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

The particulars as prescribed under Section 134 (3) (m) of the Act, read with the Companies (Accounts) Rules, 2014, are not applicable to your Company.

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future.

22. ENTERPRISE RISK MANAGEMENT

The Board of Directors had also formulated a Risk Management Policy for identification, assessment, monitoring, mitigation and reporting procedures of enterprise risks. The Risks have been categorised under Strategic, Operational, Financial, Compliance and Project headings.

23. MENTORSHIP AND SUCCESSION PLANNING POLICY

The Board of Directors has formulated a comprehensive policy for establishing a structured approach to ensure an internal supply of competent employees who can take up key positions when necessary. The roles, eligibility, time frame, integration with other Human Resource functions and Succession Planning process for the senior management has been spelt out in the Policy.

24. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Vigil Mechanism is created pursuant to the provisions of Section 177 of the Act, which is an instrument, through which, genuine complaints regarding the Company can be reported by both the Directors as well as Employees of the Company to an authority. The Audit Committee has been identified for this purpose. The mode of operation of Vigil Mechanism has been defined by the Audit Committee. Adequate safeguards against victimisation of persons who use Vigil Mechanism to make a direct access to the Chairman of the Audit Committee is provided.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank our customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragements to the Company. We would also place on record our sincere appreciation to all employees of the Company for their hard work and commitment.

The Directors appreciate and value the contributions made by every employee of the Aspinwall family.

By the Order of the Board

VENKITRAMAN ANAND RAMA VARMA

Kochi, Executive Director Managing Director

May 28, 2018. DIN 07446834 DIN00031890