DIRECTORS' REPORT, MANAGEMENT'S DISCUSSION & ANALYSIS

To

Dear Members,

Your Directors have the pleasure of presenting the 58th Annual Report and the audited financial statement of the Company for financial year ended March 31, 2019.

FINANCIAL RESULTS:

A summary of the Company's Financial Results for the financial year 2018 -19 is as under:

Rs Lakhs

Particulars	Financial Year 2018-19	Financial Year 2017-18
Revenue from operations ( net of excise duty)	30,686	27,736
Profit before tax*	8,037	6,341
Tax Expenses ( Including Deferred Tax)	2,389	1,977
Profit after Tax *	5,649	4,364

* includes exceptional item

DIVIDEND:

Your Directors have recommended a dividend of Rs 4.50 per share of the nominal value of Rs 2.00 each for the year ended March 31, 2019 [previous year Rs 4.25 per share of nominal value Rs 2.00 per share]. The payment of dividend together with the tax thereon absorbed a sum of Rs 1581.50 Lakhs. The dividend, if declared, by the members at the forthcoming Annual General Meeting will be paid to all the eligible members by 6th August, 2019.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OPERATIONS AND FINANCIAL PERFORMANCE:

For the first time since inception, the Company has crossed Rs 300 Crores in total revenue including other income. At Rs 317 Crores, the revenue shows a 9% growth over the previous year. This growth includes a record Rs 100 Crores in the Pigments division, again a company first, and 28% increase in revenue from ITeS. The overall performance of the Company has been good. Profit before tax stands at Rs 74 Crores for the year, a 28% margin, excluding exceptional income of almost Rs 6 Crores. Total export sales for the year was Rs 95 Crores, as against Rs 77 Crores in the Financial Year(FY) 2017-18.

Detailed analysis of division wise performance is given below.

PIGMENT DIVISION:

The revenue for the year from this division has gone up by 15% in spite of a marginal reduction in volume. This is mainly due to increased focus on selling highly value added products, and was achieved due to investments in technology over the past two years. The prevailing economic conditions in the domestic market caused a mild down trend, which was balanced by increased volumes in exports. Sales of Complex Inorganic Colour Pigments picked up speed in both the Domestic and Exports markets, showing returns from an increased investment in R & D.

The Pigments division achieved a net revenue of Rs 100 crores in this financial year as compared to Rs 87.47 crores in the previous financial year.

SURFACTANTS DIVISION:

The Surfactants division has achieved 100% capacity utilisation. With continual improvement processes, the division has seen an increase in productivity. The company continues to invest in technology to reduce bottlenecks, with a plan to further improve hourly productivity.

This division has seen a 7% increase in profits and a 5% increase in revenues to Rs 167 crores in FY 2018 -19, as compared to Rs 159 crores in FY 2017-18.

The implementation of expansion project at Naidupetta has gained momentum during the year. Civil construction is under progress and orders for major equipment have been placed. Commercial production is likely to commence during first quarter of next financial year.

WIND MILL GENERATION:

Wind mills have generated 58.78 lakhs units as against 59.79 lakhs units. The marginal drop is due to seasonal wind variations. Captive consumption from the wind mills grew to 43.74 lakh units, an increase of 2 lakh units over the previous year.

ITES DIVISION:

During the year under review, this division reported an income of Rs 38.85 crores which was higher by 28% when compared to previous year figure of Rs 30.25 crores. This is mainly due to additional revenue from Data conversion and health care. The division continues to diversify its service offerings to ensure sustainability and profitability.

EXPORTS:

The company's total export sales reached 94 Crores, a 24% improvement over FY 2017-18. Export earnings from Manufacturing divisions went up by 21%, primarily due to a growth in sales volumes of highly value added Pigments in Asia, Europe and North America. ITeS exports grew by 33% over the previous year.

ENERGY AND WATER:

As one of 49 companies in India that have been awarded the Responsible Care logo (2017), your company takes environmental sustainability seriously. We have been awarded the Go Green Initiative Award from the Tamil Nadu Energy Consumer's association, a 3 star rating for Environmental, Health and Safety practices from the Cll-Southern Region and a Certificate of Appreciation from the National Safety Council of India.

As a company that includes caring for the environment in our core values, we have continuously focused on energy conservation in our manufacturing processes, reduction in water consumption and maximum recycling of process water, and reducing our dependence on non-renewable electricity. In the FY 2018-19, almost 70% of the power consumed by the manufacturing division came from renewable resources, with 43.74 lakh units from our wind mills, and the rest from our onsite solar plants. Additionally, due to our focus on reduction and recycling of our water, we have reduced raw water consumption by 40% from FY 2017-18 levels in our Ranipet facility. In FY 2019-20, we hope to finish implementing these changes in Ambattur, and continue to improve our reuse efficiency, and reduce our raw water intake.

EARNINGS PER SHARE (EPS):

Earnings Per Share (EPS) is at Rs 19.34 including exceptional items. EPS without exceptional items is Rs 17.68, registering a growth of 19% over previous year.

INTERNAL FINANCIAL CONTROL:

Your 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. Your company has an effective ERP system which is customized to suit the company specific requirements. Majority of approvals and work flows are routed through the system.

Periodical health check-up audit for IT Systems is carried out by a consultant to strengthen the existing system and update data security measures.

Your company has put in place adequate systems and procedures for ensuring internal financial controls and these are being followed in the normal course of operations of the Company.

Your company has well defined, updated Standard Operating Procedures (SOP) for each and every function of the company. A suitable risk mitigation plan for each pre-defined SOP has also been developed, and it 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. Audit committee ensures that appropriate actions to correct deviations, if any, are taken up immediately by the management.

The Audit Committee of the Company briefs the Board on the effectiveness of internal control system in the operations of the Company.

PERSONNEL

Industrial Relations continued to be harmonious throughout the year under review. Your Company currently employs 338 people. We finished the year with 37 women employees (11%), as compared to 28 in the previous year, and 21 in the year before that.

Throughout the year, the HR team executes multiple training programmes, with external trainers for communication, coaching, technical education, managerial skills and change leadership, and with internal trainers for a continuing on-the-job training programme for all employees. This was coordinated with last year's training needs assessment, and is supported by continuous monitoring to aid retention and retraining.

Your company's employees have taken on special projects large and small to help improve the company's well-being and support its continued profitability. The directors appreciate all the contributions they have made to achieve this year's improved performance, and their contributions to the future of the organisation.

RISKS AND CONCERNS.

Ultramarine Blue consumption in the laundry segment has been falling on a yearly basis. This year, this was accompanied by a dip in industrial sales in the domestic market. Mitigation of this requires further geographical expansion and increased value addition, moving out of the low end laundry grades.

The surfactant plant is operating at maximum capacity, and volume growth without capacity addition is unlikely. The project in Naidupeta must be completed expediently in order to retain momentum.

PROSPECTS & OUTLOOK.

The company expects to enter commercial production at the Naidupeta plant by the first quarter of FY20-21.

With a focus on improving yield of high value grades of pigments, the company is investing in R&D in all stages of the production process, from Raw Material procurement and processing to the final stages of value addition. We currently process 30% more of the high value grades than we did last year by volume, and 150% more than we did in 2016-17, entirely due to internal innovation.

New products are being introduced in both the surfactants and the pigments divisions in a forward looking manner, and have been seeded in the domestic and exports market to better understand customer needs and applications. The company anticipates that they will become commercially viable over the next two years.

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 31st March, 2019 was Rs 5.84 crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DIRECTORS:

i) As per the provisions of Companies Act, 2013, Mrs. Indira Sundararajan (DIN.00092203), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

ii) Mr. Rajeev Mahendra Pandia (DIN: 00021730) and Mr. C.R. Chandra Bob (DIN: 07384175) were appointed as Additional Directors of the Company with effect from 12.11.2018. Based on the recommendation of Nomination and Remuneration Committee, their appointment as Independent Directors is proposed at the ensuing AGM.

iii) In compliance with Regulation 17 (1A) of SEBI (Listing Obligations& Disclosure Requirements) (Amendment) Regulations, 2018, Dr. Gopakumar G. Nair, aged 78, Independent Director (DIN: 00092637), tendered his resignation with effect from 31.03.2019.

iv) Dr. P. Arunasree (DIN: 01351504) was appointed as an Additional Director of the Company with effect from 01.04.2019. Based on the recommendation of Nomination and Remuneration Committee, her appointment as an Independent Director is proposed at the ensuing AGM.

v) Mr. R. Sampath, Chairman of the Board, Non-Executive Promoter Director (DIN: 00092144) will be attaining the age 75 on 11.11.2019. In terms of Regulation 17 (1A) of SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018 and based on the recommendation of Nomination and Remuneration Committee, his continuation as a Director is proposed at the ensuing AGM by means of special resolution.

vi) The first term of Mr. Nimish U. Patel (DIN:00039549) and Mr. Navin M. Ram (02410242), Independent Directors expires on 29.07.2019 and 10.11.2019 respectively. Based on the recommendation of Nomination and Remuneration Committee, their re-appointment as Independent Directors for the second term is proposed at the ensuing AGM, by means of special resolution.

vii) The tenure of Ms. Tara Parthasarathy, Joint Managing Director (DIN: 07121058) expires on 15.03.2020. Based on the recommendation of Nomination and Remuneration Committee, her re-appointment as Joint Managing Director is proposed at the ensuing AGM.

viii) The tenure of Mr. R. Senthil Kumar, Whole-time Director (DIN: 07506927) expires on 31.07.2019. Based on the recommendation of Nomination and Remuneration Committee, his re-appointment as Whole-time Director is proposed at the ensuing AGM.

ix) The Nomination and Remuneration Committee has recommended appointment of Mr. V. Bharathram (DIN.08444583) as a Whole-time Director subject to the approval of the Shareholders at the ensuing AGM.

x) The Nomination and Remuneration Committee has recommended appointment of Mr. Harsh R. Gandhi (DIN.00133091) as an Independent Director subject to the approval of the Shareholders at the ensuing AGM.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors had furnished to the Company a declaration under section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

MEETINGS:

During the year, five Board meetings and four Audit Committee meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under Companies Act, 2013.

BOARD EVALUATION:

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

The performance of 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 to regulation and statutes with due emphasis on corporate governance, technical competence, contribution to discussion on strategy / performance, motivating and reviewing key employees etc.

The Independent Directors have assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

The evaluation of Independent Directors was done 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 new perspectives from their experience, etc.

The evaluation process was conducted through a format of questionnaire with provision for rating on a scale from 1 to 5 (5 being the highest and 1 being the lowest).

A summary report including score against each of the evaluation criteria and verbatim comments was submitted to the Chairman of the Board.

The Chairman of the Board shared the report with the Board members in the subsequent Board meeting, discussions were held on the feedback and the Board has identified areas where the 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 viz. 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 etc. are available on our 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 sub - section (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 selection, appointment of and remuneration to Key Managerial Personnel, Directors and Senior Management Personnel. The said policy is given as Annexure - 1 to the Director's Report.

RISK MANAGEMENT POLICY:

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks on business goals and objectives and enhancement of the value of stakeholders. A Risk Management Committee has been constituted. The risk management process has been reviewed by the Risk Management Committee.

VIGIL MECHANISM (WHISTLE BLOWER POLICY:

The vigil mechanism of the Company incorporates a whistle blower policy in terms of listing agreement (now SEBI Listing Regulations) with Stock Exchange. Through this policy it aims to provide an avenue for employees to raise their concerns on any violation of legal or regulatory requirements, fraud, malfeasance, misrepresentation of financial statements and reports. During the year, the policy was amended by incorporating the provision of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 relating to leak of unpublished price sensitive information (UPSI) or suspected leak of UPSI and the procedure for inquiry relating thereto.

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. 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 off during the year 2018-19. No. of complaints received: Nil, No. of complaints disposed off: NA

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 March 31, 2019 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 judgment 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 at March 31, 2019 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.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS:

Particulars of loans and investments are provided in the financial statements (Please refer Note 6,7,11,13 & 15 to the financial statement).

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on an arm's length basis and were 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 which 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, 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 Bombay Stock Exchange Ltd. Your Company has paid the respective 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 to the Board's Report.

STATEMENT SHOWING UNCLAIMED DIVIDEND AS ON MARCH 31, 2019

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account 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 is mentioned below:

SI. No.	Year	Nature	Dividend Amount per Share (in Rs)	Amount of unclaimed dividend as on March 31, 2019 (Rs)	Due date to transfer unclaimed dividend amount to IEPF [IEPF rule 3(1)]
1	2011-12	Final	3.00	796,740	25/10/2019
2	2012-13	Final	2.25	653,847	14/09/2020
3	2013-14	Final	2.50	743,400	17/10/2021
4	2014-15	Final	3.00	996,105	17/10/2022
5	2015-16	Interim	3.50	1,254,018	02/06/2023
6	2016-17	Final	4.00	1,406,708	22/10/2024
7	2017-18	Final	4.25	1,120,644	12/09/2025

The details of unclaimed dividend 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 dividend were not claimed by the shareholders for seven consecutive years, have been transferred to Investor Education and Protection Fund (IEPF).

64,500 shares were transferred to IEPF on 21.12.2018 and 10.01.2019.

The details are posted in the Company's website: www.ultramarinepigments.net/ investors/ investors information.

DETAILS RELATING TO DEMATERIALISED UNCLAIMED SUSPENSE ACCOUNT:

Aggregate no. of Shareholders at the beginning of the year	No. of Shares	No. of Shareholders approached for transfer of shares from suspense account	No. of shareholders to whom shares were transferred from suspense account during the year	No. of shares transferred to IEPF	Aggregate no. of Shareholders at the end of the year	No. of Shares
16	1,02,800	Nil	Nil	45,200	11	57,600

The voting rights on the above mentioned shares shall remain frozen till the rightful owner of such shares claims the shares.

AUDITORS:

M/s. Brahmayya & Co was appointed as statutory auditors at the AGM held on 7th August, 2014 to hold office from the conclusion of the meeting till the conclusion of Annual General Meeting to be held in the year, 2019. Re-appointment of M/s. Brahmayya & Co as statutory auditors is proposed at the ensuing AGM.

COST AUDIT:

Our Company falls under the applicability of maintenance of cost records and their audit. Mr. G. Sundaresan, Cost Accountant (Membership no.11733) has been appointed as Cost auditor for the financial year 2018-19.

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, a firm of Company Secretaries in practice as Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial audit report in Form MR- 3 is given in Annexure -2 to this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT- 9 are given in Annexure - 3 to this report.

PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Companies Act, 2013 read with Rule 5(1),(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in Annexure - 4 & 5 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 - 6 to this report

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

A report on CSR initiatives of the Company and the CSR policy are given in Annexure - 7 to this report.

ACKNOWLEDGEMENT

Your Directors thank the various Central and State Government Departments, Organisations and Agencies for the co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz., shareholders, customers, dealers, vendors, and banks for their support. The Directors place on record their sincere appreciation of all employees of the Company for their commitment and continued contribution to the Company

On Behalf of the Board
For Ultramarine & Pigments Limited,
	Tara Parthasarathy	R. Senthil Kumar
Place: Chennai	Joint Managing Director	Whole-time Director
Date : 15th May, 2019	[DIN: 07121058]	[DIN: 07506927]

Annexure -1

ANNEXURE - DIRECTOR'S REPORT

Nomination and Remuneration Policy

Objectives:

The Key Objectives of the Committee and the Policy:

a) to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

Remuneration Policy:

Managing Director (s), Whole time Director, Non - Executive and Independent Directors

Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company for the Executive and Non - Executive Directors. This will then be approved by the Board and shareholders. Prior approval of shareholders will be obtained wherever applicable.

The Company pays remuneration by way of salary, perquisites and allowances (fixed component) to Managing Director(s), and Whole - time Director. Remuneration is paid within the ceiling approved by the Shareholders.

The remuneration paid to Executive Directors is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance. Perquisites and retirement benefits are paid according to the Company policy as applicable to all employees.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals. Independent Non-Executive Directors receive sitting fees for attending the meeting of the Board and Board Committees, and commission if any, payable on the net profit of the Company as per the ceiling prescribed under Companies Act, 2013.

CEO, COO, CFO, CS and Senior Management Personnel

The remuneration of CEO, COO, CFO, CS and senior management largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy, subject to prescribed statutory ceiling.

The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company, while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry as a whole.

Annexure - 2

R M MIMANI & ASSOCIATES LLP

Company Secretaries

A-101, Excellency, Old Raviraj Complex, Jessal Park, Bhayander (East), Thane - 401105

Ph. No. 022-69999914, Email:rmimani222@gmail.com

Form No. MR.3

Secretarial Audit Report for the financial year ended on March 31, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the companies (Appointment and  remuneration of managerial personnel) Rule, 2014]

To,

The Members

Ultramarine & Pigments Limited,

[CIN: L24224MH1960PLC011856]

Thirumalai House, Road No. 29, Near Sion Hill Fort,

Sion (East), Mumbai -400022

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ultramarine& Pigments Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there-under;

II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there-under;

III. The Depositories Act, 1996 and the Regulations and bye-laws framed there-under;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there-under to the extent applicable.

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable to the Company;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

VI. The Management has Identified and confirmed the following laws as specifically applicable to the Company;

a. Explosive Act, 1974

b. Hazardous Wastes (Management and Handling) Rules 2016

c. The Chemical Weapons Convention Act, 2000

d. Information Technology Act, 2000 and the rules made there under

e. Copyrights Act, 1957

f. The Trade Marks Act, 1999

g. Factories Act, 1948 and the rules made thereunder h. Legal Metrology Act, 2009

i. Legal Metrology (Packaged Commodities) Rules, 2011.

We have also examined compliance with the applicable clauses of the following;

(i) Secretarial Standards issued by The Institute of Company Secretaries of India related to the meetings of Board  of Directors and General Meetings;

(ii) The SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and listing agreement entered into by the Company with Stock Exchanges in India.

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company and test verification on random basis carried out for compliances under other applicable Acts, Laws and Regulations to the Company.

The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals and being relied on the reports given by such designated professionals.

During the financial year under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards etc. as mentioned above.

During the financial year under review, provisions of the following regulations were not applicable to the Company;

a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

c) The Securities and Exchange Board of India (Issue of Debt Securities) Regulations, 2008;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

We further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.

• Decisions at the meetings of Board of Directors of the Company and Committee thereof were carried out with requisite majority.

We further report that based on the information provided and representation made by the Company and also on the review of compliance reports of the respective department duly signed by the department head and Compliance Certificate(s) of the Managing Director/Company Secretary/CFO taken on record by the Board of Directors of the Company, in our opinion adequate system and process exists in the company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.

We further report during the financial year under review, no specific events/actions having a major bearing on the affairs of the Company in pursuance of any of the above referred laws, rules, regulations, guidelines standards etc.

	For R M MIMANI & ASSOCIATES LLP
	[COMPANY SECRETARIES]
	[Firm Registration No. 12001MH250300]
	RANJANA MIMANI
	(PARTNER)
Place : Mumbai	FCS No: 6271
Dated : 15th May, 2019	CP No : 4234

Note: This report is to be read with our letter of even date which is annexed as "Annexure A" and forms an integral part of this report.

Annexure A

To,

The Members

Ultramarine & Pigments Limited,

[CIN: L24224MH1960PLC011856]

Thirumalai House, Road No. 29,

Near Sion Hill Fort,

Sion (East), Mumbai -400022

Our Secretarial Audit Report of even date is to be read along with this letter;

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events etc.;

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For R M MIMANI & ASSOCIATES LLP
	[COMPANY SECRETARIES]
	[Firm Registration No. 12001MH250300]
	RANJANA MIMANI
	(PARTNER)
Place : Mumbai	FCS No: 6271
Dated : 15th May, 2019	CP No : 4234

Annexure -3

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies Management and Administration) Rules, 2014]

FORM NO. MGT-9

REGISTRATION AND OTHER DETAILS:

CIN	L24224MH1960PLC011856
Registration Date	25.10.1960
Name of the Company	Ultramarine & Pigments Limited
Category / Sub-Category of the Company Address of the Registered office and contact details	Company having share capital
	Thirumalai House, Road No. 29
	Near Sion Hill Fort, Sion (E), Mumbai - 400 022
	Tel : +91-22-43686200, 6256
	Fax : +91-22-24011699/24014754
	E-mail: cs@ultramarinepigments.net
	Website: www.ultramarinepigments.net
Whether listed company	Yes
Name, Address and Contact details of Registrar and Transfer Agent, if any	Cameo Corporate Services Ltd,
	Subramanian Building
	No.1, Club House Road
	Anna Salai, Chennai - 600002
	Ph: 044 - 28460390, Fax : 044 - 28460129
	E-mail: investor@cameoindia.com

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

S.No	Name and Description of main products / services	NIC Code of the* Product/ service	% to total turnover of the company
1	Surfactants	202	32.70
2	Pigments	201	54.48
3	ITES	620	11.69

* As per National Industrial Classification - Ministry of Statistics and Programme implementation.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : Not Applicable

S.No	Name and address of the company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares Held	Applicable Section
-	-	-	-	-	-

IV SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity):

i) Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% of Change during the Year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(A) Promoters
(1) Indian
(a) Individual/HUF	11,056,814	-	11,056,814	37.87	10,961,735	-	10,961,735	37.54	(0.33)
(b) Central Govt	-	-	-	-	-	-	-	-	-
(c) State Govt (s)	-	-	-	-	-	-	-	-	-
(d) Bodies Corp.	3,289,046	-	3,289,046	11.26	3,521,577	-	35,21,577	12.06	0.80
(e) Banks / Fl	-	-	-	-	-	-	-	-	-
(f) Any Other -Trust	1,206,224	-	1,206,224	4.13	1,206,224	-	1,206,224	4.13	0.00
Sub-Total(A)(l)	15,552,084	-	15,552,084	53.26	15,689,536	-	15,689,536	53.73	0.47
(2) Foreign
(a) NRIs-Individuals	-	-	-	-	-	-	-	-	-
(b) Other -Individuals	-	-	-	-	-	-	-	-	-
(c) Bodies Corp.	-	-	-	-	-	-	-	-	-
(d) Banks / Fl	-	-	-	-	-	-	-	-	-
(e) Any Other....	-	-	-	-	-	-	-	-	-
Sub-Total (A) (2)	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoter = (A)(1) + (A)(2)	15,552,084	-	15,552,084	53.26	15,689,536	-	15,689,536	53.73	0.47

 

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% of Change during the Year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds	72,583	-	72,583	0.25	72,583	-	72,583	0.25	0.00
(b) Banks/FI	41,168	800	41,968	0.14	41,168	800	41,968	0.14	0.00
(c) Central Govt	-	-	-	-	-	-	-	-	-
(d) State Govt (s)	-	-	-	-	-	-	-	-	-
(e ) Venture Capital funds	-	-	-	-	-	-	-	-	-
(f) Insurance Companies	-	-	-	-	-	-	-	-	-
(g) Flls	-	-	-	-	-	-	-	-	-
(h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
(i) Foreign Portfolio Investors (Coporate)					143,043		143,043	0.49	0.49
(i) Others (Specify)	-	-	-	-	-	-	-	-	-
Sub-Total(B)(l)	113,751	800	114,551	0.39	256,794	800	257,594	0.88	0.49
(2) Non- Institutions
(a) Bodies Corp
i. Indian	440,937		440,937	1.51	283,650	-	283,650	0.97	(0.54)
ii. Overseas	-	-	-	-	-	-	-	-	-
(b) Individuals
i. Individual shareholders holding nominal share capital up to Rs 2 lakh	8,031,802	825,692	8,857,494	30.33	7,969,467	603,956	8,573,423	29.36	(0.97)
ii. Individual shareholders holding nominal share capital in excess of Rs 2 lakh	3,094,227	-	3,094,227	10.60	3,182,601	-	3,182,601	10.90	0.30
(c) Others (Specify)
IEPF	80,746	-	80,746	0.28	145,246	-	145,246	0.50	0.22
Escrow Account	-	-	-	-	57,600	-	57,600	0.20	0.20
Clearing members	21,206	-	21,206	0.07	5,148	-	5,148	0.02	(0.05)
Hindu undivided families	327,333	-	327,333	1.12	337,102	-	337,102	1.15	0.03
NRI	643,672	-	643,672	2.21	667,850	-	667,850	2.29	0.08
Trusts	500	-	500	0.00	250	-	250	0.00	0.00
Foreign Portfolio In-vestor (Individual)	67,250	-	67,250	0.23	-	-	-	-	-
Sub-Total (B)(2)	12,707,673	825,692	13,533,365	46.35	12,648,914	603,956	13,252,870	45.39	(0.96)
Total Shareholding of Promoter	12,821,424	826,492	13,647,916	46.74	12,905,708	604,756	13,510,464	46.27	(0.47)
C. Shares held by custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	28,373,508	826,492	29,200,000	100.00	28,595,244	604,756	29,200,000	100.00	-

 

ii)  Shareholding of Promoters:

SI. No.	Shareholders' Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% of Change during the Year
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares
1	THIRUMALAI CHEMICALS LIMITED	3,250,026	11.13	-	3,482,557	11.93		0.80
2	SANTHANAM SUNDARARAJAN	1,222,636	4.19	-	1,222,636	4.19		-
3	SRIDHAR SUNDARARAJAN	1,223,595	4.19	-	1,203,595	4.12		(0.07)
4	INDIRA SUNDARARAJAN	1,071,855	3.67	-	1,071,855	3.67		-
5	BHOOMA PARTHASARATHY	811,763	2.78	-	811,763	2.78		-
6	JAYALAKSHMI VENKATARAMAN	732,040	2.51	-	712,040	2.44		(0.07)
7	R SAM PATH	872,242	2.99	-	872,242	2.99		-
8	S SANTHANAM -HUF	519,075	1.78	-	0	0.00		(1.78)
9	PARTHASARATHY RANGASWAMY	736,331	2.52	-	736,331	2.52		-
10	SUJATA SAM PATH	582,634	1.99	-	582,634	1.99		-
11	DAYASRIDHAR	482,928	1.65	-	471,928	1.62		(0.03)
12	KALA SUNDARAVEDA	396,970	1.36	-	376,392	1.29		(0.07)
13	RANGASWAMY PARTHASARATHY -HUF	407,400	1.39	-	407,400	1.39		-
14	SRIDHAR SUNDARARAJAN -HUF	350,449	1.20	-	330,449	1.13		(0.07)
15	DEEPA AJAY	306,200	1.05	-	363,796	1.25		0.20
16	G S FAMILY TRUST	315,301	1.07	-	315,301	1.07		-
17	RANGASWAMY SAM PATH -HUF	260,207	0.89	-	260,207	0.89		-
18	R S FAMILY TRUST	259,243	0.89	-	259,243	0.89		-
19	V S FAMILY TRUST	2,60,960	0.89	-	260,960	0.89		-
20	GEETHA. S	1,92,962	0.66	-	192,962	0.66		-
21	M P FAMILY TRUST	1,87,960	0.64	-	187,960	0.64		-
22	T P FAMILY TRUST	1,82,760	0.63	-	182,760	0.63		-
23	PRAVIN RANGACHARI	1,80,030	0.62	-	180,030	0.62		-
24	S VARADARAJAN	1,60,000	0.55	-	346,482	1.19		0.64
25	SRINATH SRIDHAR	1,44,680	0.50	-	141,180	0.48		(0.02)
26	SVIDYA	1,07,515	0.37	-	107,515	0.37	-	-
27	S NARAYAN	72,800	0.25	-	347,796	1.19	-	0.94
28	RAMYA BHARATHRAM	59,360	0.20	-	59,360	0.20	-	-
29	V BHARATHRAM	36,000	0.12	-	36,000	0.12	-	-
30	MEERA PARTHASARATHY	48,120	0.16	-	48,120	0.16	-	-
31	TARA PARTHASARATHY	20,000	0.07	-	20,000	0.07	-	-
32	ADITYA RAJ AN	17,200	0.06	-	17,200	0.06	-	-
33	KAVYA NARAYAN	16,000	0.05	-	16,000	0.05	-	-
34	UTTARA B	16,000	0.05	-	16,000	0.05	-	-
35	V S SUNDARARAJAN	4,108	0.01	-	4,108	0.01	-	-
36	BINA RAJAN	4,000	0.01	-	4,000	0.01	-	-
37	PRATHAMESH KARKAL	1,600	0.01	-	1,600	0.01	-	-
38	VARADARAJAN SANTHANAM	114	0.00	-	114	0.00	-	-
39	JASMINE LTD	39,020	0.13	-	39,020	0.13	-	-
Total	15,552,084	53.26		15,689,536	53.73		0.47

 

iii) Change in Promoters' Shareholding (please specify, if there is no change):

SI. No	Name of Promoters Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
At the beginning of the year
1.	Thirumalai Chemicals Limited	3,250,026	11.13	3,250,026	10.43
	03.07.2018	74,500	0.26	3,324,526	11.39
	10.08.2018	78,200	0.27	3,402,726	11.65
	13.08.2018	52,331	0.18	3,455,057	11.83
	23.08.2018	27,500	0.09	3,482,557	11.93
	Market purchase
At the End of the year		3,482,557	11.93	3,482,557	11.93

 

SI. No	Name of Promoters Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)				Shareholding at the beginning of the year			Cumulative Shareholding during the year
					No. of shares		% of total shares of the company	No. of shares	% of total shares of the company
2.	Daya Sridhar				482,928		1.65	482,928	1.65
	10.08.2018				(11,000)		(0.04)	471,928	1.61
	Market sale
	At the End of the year				471,928		1.61	471,928	1.61
	At the beginning of the year
3.	Jayalakshmi Venkataraman				732,040		2.51	732,040	2.51
	10.08.2018				(10,000)		(0.03)	722,040	2.48
	13.08.2018				(10,000)		(0.03)	712,040	2.45
	Market sale
	At the End of the year				712,040		2.45	712,040	2.45
	At the beginning of the year
4.	Kala Sundarveda				396,970		1.36	396,970	1.36
	10.08.2018				(10,578)		(0.04)	386,392	1.32
	13.08.2018				(10,000)		(0.03)	376,392	1.29
	Market sale
	At the End of the year				376,392		1.29	376,392	1.29
	At the beginning of the year
5.	Sridhar Sundararajan				1,223,595		4.19	1,223,595	4.19
	10.08.2018				(10,000)		(0.03)	1,213,595	4.16
	13.08.2018				(10,000)		(0.03)	1,203,595	4.13
	Market sale
	At the End of the year				1,203,595		4.13	1,203,595	4.13
	At the beginning of the year
6.	Sridhar Sundararajan HUF				350,449		1.20	350,449	1.20
	10.08.2018				(10,000)		(0.03)	340,449	1.17
	13.08.2018				(10,000)		(0.03)	330,449	1.14
	Market sale
	At the End of the year				330,449		1.14	330,449	1.14
	At the beginning of the year
7.	S Santhanam HUF				519,074		1.78	519,074	1.78
	10.08.2018 Inter-se Transfer (gift)				(519,074)		(1.78)	0	0.00
	At the End of the year				0		0.00	0	0.00
	At the beginning of the year
8.	Deepa Ajay				306,200		1.05	306,200	1.05
	12.08.2018 Inter-se Transfer (gift)				57,596		0.19	363,796	1.24
	At the End of the year				363,796		1.24	363,796	1.24
	At the beginning of the year
9.	S. Narayan				88,800		0.30	88,800	0.30
	12.08.2018 Inter-se Transfer (gift)				274,996		0.94	363,796	1.24
	At the End of the year				363,796		1.24	363,796	1.24
	At the beginning of the year
10.	S. Varadarajan				177,314		0.61	177,314	0.61
	12.08.2018 Inter-se Transfer (gift)				186,482		0.63	363,796	1.24
	At the End of the year				363,796		1.24	363,796	1.24
	At the beginning of the year
11.	Srinath Sridhar				144,680		0.50	144,680	0.50
	13.08.2018 Market sale				(3,500)		(0.02)	141,180	0.48
	At the End of the year				141,180		0.48	141,180	0.48

 

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.	Name of Top 10 Shareholders Date wise Increase/ Decrease in Top 10 Shareholders holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	R. Sundar Rajan
	At the beginning of the year	643,467	2.2036	643,467	2.2036
	06.04.2018 -sale	(250)	0.0008	643,217	2.2027
	29.06.2018 -purchase	7	0.0000	643,224	2.2027
	20.07.2018 -purchase	350	0.0011	643,574	2.2040
	27.07.2018 -purchase	50	0.0001	643,624	2.2041
	24.08.2018 -purchase	284	0.0009	643,908	2.2051
	31.08.2018 -purchase	150	0.0005	644,058	2.2056
	07.09.2018 -purchase	50	0.0001	644,108	2.2058
	14.09.2018 -purchase	59	0.0002	644,167	2.2060
	21.09.2018 -purchase	50	0.0001	644,217	2.2061
	28.09.2018 -purchase	150	0.0005	644,367	2.2066
	09.11.2018 -sale	(50)	0.0001	644,317	2.2065
	16.11.2018 -sale	(100)	0.0002	644,217	2.2063
	At the end of the year	644,217	2.2063	644,217	2.2063
	R. Sundar Rajan
	At the beginning of the year	0	0.0000	0	0.0000
	11.01.2019 -purchase	50	0.0001	50	0.0001
	18.01.2019 -purchase	100	0.0002	150	0.0003
	25.01.2019 -purchase	75	0.0002	225	0.0005
	01.02.2019 -purchase	50	0.0001	275	0.0006
	08.02.2019 -purchase	200	0.0006	475	0.0012
	01.03.2019 -sale	(250)	0.0007	225	0.0005
	08.03.2019 -purchase	50	0.0001	275	0.0006
	15.03.2019 -purchase	(210)	0.0006	65	0.0002
	22.03.2019 -sale	20	0.0000	45	0.0001
	At the end of the year	45	0.0001	45	0.0001
2.	T. Vijayaraghavan
	At the beginning of the year	642,500	2.2003	642,500	2.2003
	27.04.2018 -sale	(1100)	0.0037	641,400	2.1965
	04.05.2018 -sale	(600)	0.0020	640,800	2.1945
	11.05.2018 -sale	(550)	0.0018	640,250	2.1926
	17.08.2018 -sale	(10,250)	0.0351	630,000	2.1575
	At the end of the year	630,000	2.1575	630,000	2.1575
3.	R. Ramachandran	321,699	1.1017	321,699	1.1017
	08.03.2019 -sale	(51)	0.0001	321,648	1.1016
	At the end of the year	321,648	1.1016	321,648	1.1016
4.	Bhavana G Desai
	At the beginning of the year	419,148	1.4353	419,148	1.4353
	During the year	-	-	-	-
	At the end of the year	419,148	1.4353	419,148	1.4353
5.	K. Sridhar
	At the beginning of the year	298,682	1.0228	298,682	1.0228
	11.01.2019 -sale	(3,000)	0.0102	295,682	1.0126
	At the end of the year	295,682	1.0126	295,682	1.0126
	Sridhar Krishnaswamy
	At the beginning of the year	0	0.0000	0	0.0000
	07.12.2018 -purchase	7,021	0.0240	7,021	0.0240
	21.12.2018 -sale	(1,000)	0.0034	6,021	0.0206
	28.12.2018 -sale	889	0.0030	6910	0.0236
	31.12.2018 -sale	(889)	0.0030	6,021	0.0206
	At the end of the year	6,021	0.0206	6,021	0.0206
6.	S. Bhooma
	At the beginning of the year	174,124	0.5963	174,124	0.5963
	18.05.2018 -purchase	300	0.0010	174,424	0.5973
	29.06.2018 -purchase	50	0.0001	174,474	0.5975
	13.07.2018 -sale	(50)	0.0001	174,424	0.5973
	20.07.2018 -purchase	350	0.0011	174,774	0.5985
	27.07.2018 -purchase	50	0.0001	174,824	0.5987
	24.08.2018 -purchase	300	0.0010	175,124	0.5997
	31.08.2018 -purchase	150	0.0005	175,274	0.6002
	07.09.2018 -purchase	50	0.0001	175,324	0.6004
	14.09.2018 -purchase	100	0.0003	175,424	0.6007
	21.09.2018 -purchase	50	0.0001	175,474	0,6008
	At the end of the year	175,474	0,6008	175,474	0,6008
7.	Saroja Srinivasan
	At the beginning of the year	159,307	0.5455	159,307	0.5455
	10-08-2018 -sale	(200)	0.0006	159,107	0.5448
	17.08.2018- sale	(400)	0.0013	158,707	0.5435
	21.12.2018 -sale	(500)	0.0017	158,207	0.5418
	01.03.2019 -sale	(1)	0.0000	158,206	0.5418
	15.03.2019 -sale	(200)	0.0006	158,006	0.5411
	At the end of the year	158,006	0.5411	158,006	0.5411
8.	Gymkhana Partners L.P
	At the beginning of the year	66,200	0.2267	66,200	0.2267
	06.04.2018 -purchase	6,506	0.2222	72,606	0.2489
	25.05.2018 -purchase	4,373	0.0149	77,079	0.2639
	08.06.2018- purchase	13,694	0.0468	90,773	0.3108
	29.06.2018 -purchase	5,605	0.0191	96,378	0.3300
	07.09.2018 -purchase	8,522	0.0291	104,900	0.3592
	28.09.2018 -purchase	17,450	0.0597	122,350	0.4190
	12.10.2018 -purchase	6,437	0.0220	128,787	0.4410
	25.01.2019 -purchase	2,064	0.0070	130,851	0.4481
	08.02.2019 -purchase	8,477	0.0290	139,328	0.4771
	At the end of the year	139,328	0.4771	139,328	0.4771
9.	K. Sridhar
	At the beginning of the year	157,000	0.5376	157,000	0.5376
	13.07.2018 -sale	(10,000)	0.0342	147,000	0.5034
	23.11.2018-sale	(10,000)	0.0342	137,000	0.4691
	At the end of the year	137,000	0.4691	137,000	0.4691
10.	Surabi Amritha Srinivasan
	At the beginning of the year	121,491	0.4160	121,491	0.4160
	10.08.2018 -sale	(700)	0.0023	120,791	0.4136
	17.08.2018 -sale	(4,668)	0.0159	116,123	0.3976
	24.08.2018 -sale	(18,224)	0.0624	97,869	0.3352
	31.08.2018 -sale	(10,054)	0.0344	87,825	0.3007
	07.09.2018 -sale	(7,819)	0.0267	80,006	0.2739
	14.09.2018 -sale	(5,440)	0.0186	74,556	0.2553
	At the end of the year	74,556	0.2553	74,556	0.2553

 

 

 

v) Shareholding of Directors and Key Managerial Personnel:

S.No	Name of the Directors and KMP Date wise Increase/ Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Mr. Vinod G. Nehemiah, Director
	At the beginning of the year	177,600	0.61	177,600	0.61
	05.06.2018	10,000	0.03	187,600	0.64
	06.06.2018	5,560	0.02	193,160	0.66
	Market purchase At the End of the year	193,160	0.66	193,160	0.66
2.	Mr. Nimish U. Patel, Director
	At the beginning of the year	76,384	0.26	76,384	0.26
	During the year	-	-	-	-
	At the End of the year	76,384	0.26	76,384	0.26
3.	Dr. GopakumarG Nair, Director At the beginning of the year	18,000	0.06	18,000	0.06
	During the year	-	-	-	-
	At the End of the year	18,000	0.06	18,000	0.06
4.	Mr. T.R.Madhavan, Director
	At the beginning of the year	600	0.00	600	0.00
	During the year	-	-	-	-
	At the End of the year	600	0.00	600	0.00
5.	Mr. Navin M Ram , Director
	At the beginning of the year	1050	0.00	1050	0.00
	During the year	-	-	-	0.00
	At the End of the year	1050	0.00	1050	0.00
6.	Mr. S. Ragothaman, Director
	At the beginning of the year	500	0.00	500	0.00
	During the year	-	-	-	-
	At the End of the year	500	0.00	500	0.00
7.	Mr. R. Senthil Kumar,Whole-time Director
	At the beginning of the year	500	0.00	500	0.00
	During the year	-	-	-	-
	At the End of the year	500	0.00	500	0.00
8	MR. Rajeev M. Pandia, Director
	At the beginning of the year	-	0.00	-	0.00
	Market purchase - qualification shares	500	-	500	-
	At the End of the year	500	0.00	500	0.00
9	MR. C.R. Chandra Bob, Director
	At the beginning of the year	-	0.00	-	0.00
	Market purchase - qualification shares	500	-	500	-
	At the End of the year	500	0.00	500	0.00
10.	Mr. S. Ramanan, CFO
	At the beginning of the year	934	-	934	0.00
	During the year	-	-	-	-
	At the End of the year	934	0.00	934	0.00
11.	Mr. Kishore Kumar Sahoo, Company Secretary
	At the beginning of the year	10	0.00	10	0.00
	During the year	-	-	-	-
	At the End of the year	10	0.00	10	0.00

 

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment: Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Rs Lakhs

SI No.	Particulars of remuneration	Indira Sundararajan, Vice Chairperson and Managing Director	Tara Parthasarathy, Joint Managing Director	R. Senthil Kumar, Whole-time Director
l (a)	Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	5.98	24.71	17.52
(b)	Value of perquisites u/s 17(2) Income-tax Act, 1961	25.33	9.00	13.75
(c)	Profits in lieu of salary under section 17(3) Income-tax Act, 1961	—	—	—
2	Stock Option	—	—	—
3	Sweat Equity	—	—	—
4	Commission
	- as % of profit	19.64	30.00	__
	- others, specify...
5	Others. Variable pay	—	—	10.00
Total (A)	50.95	63.71	41.27

 

B. Remuneration to other Directors:

Rs Lakhs

SI. No	Particulars of Remuneration	Name of Directors									Total Amount
		Gopakumar G. Nair	Nimish U. Patel		T.R. Madhavan		Vinod G. Nehemiah		Navin M. Ram	S. Ragothaman
1	Independent Directors • Fee for attending board /committee meetings	4.40	3.60		5.20		3.60		4.00	4.00	24.80
	• Commission	3.56	3.56		8.90		3.56		3.56	8.90	32.04
	• Others, please specify	-	-		-		-		-	-	-
Total (1)		7.96	7.16		14.10		7.16		7.56	12.90	56.84
		R. Sampath		Indira Sundararajan		Rajeev M. Pandia		C.R. Chandra Bob
2	Other Non-Executive Directors • Fee for attending board /committee meetings	3.60		1.20		0.80		1.20		-	6.80
	• Commission	32.04		-		-		-		-	32.04
	• Others, please specify	-		-		-		-		-	-
Total (2)		35.64		1.20		0.80		1.20		-	38.84
Total (B) = (l)+(2)											95.68

C. Remuneration to other Directors key managerial personnel other than MD/MANAGER/WTD:

Rs Lakhs

SI. No	Particulars of Remuneration	Key Managerial Personnel
		CFO	CS	Total
1 (a)	Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	12.60	4.49	17.09
(b)	Value of perquisites u/s 17(2) Income-tax Act, 1961	16.58	8.56	25.14
(c)	Profits in lieu of salary under section 17(3) Income-tax Act, 1961	—	—	—
2	Stock Option	—	—	—
3	Sweat Equity	—	—	—
4	Commission
	- as % of profit	—	—
	- others, specify...
5	Others, please specify	—	—	—
Total (C)	29.18	13.05	42.23

 

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

On Behalf of the Board
For Ultramarine & Pigments Limited,
	Tara Parthasarathy	R. Senthil Kumar
Place: Chennai	Joint Managing Director	Whole - time Director
Date : 15th May, 2019	[DIN: 07121058]	[DIN: 07506927]

 

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/ NOT/ COURT]	Appeal made, if any (give Details)
Penalty	None
Punishment	None
Compounding	None
OTHER OFFICERS IN DEFAULT
Penalty	None
Punishment	None
Compounding	None

Annexure - 4

Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2018-19.

i) Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2018-19.

SI. No.	Name of the Director	Designation	Ratio of remuneration of each Director to median remuneration of employees
1.	Tara Parthasarathy	Joint Managing Director	23:1
2.	R. Senthil Kumar	Whole-time Director	15:1

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary or manager during the financial year 2018-19.

SI. No.	Name	Designation	Percentage increase in remuneration
1.	Tara Parthasarathy	Joint Managing Director	11.84
2.	R. Senthil Kumar	Whole -time Director	2.44
3.	S. Ramanan	Chief Financial Officer	1.88
4.	Kishore Kumar Sahoo	Company Secretary	9.00

iii) The percentage increase in the median remuneration of Employees in the financial year is 39.67. iv) The Company has 892 permanent employees on the rolls of Company as on 31st March, 2019. v) Relationship between average increase in remuneration and Company's performance:

The profit before tax for the financial year ended 31st March, 2019 increased by 17% whereas the average increase in remuneration was 17%.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

SI. No.	Particulars	Year (2018 - 19)	Year (2017 - 18)	Percentage of increase/ decrease
1	Sales	30,686	27,736	10.63
2	Profit before tax	8,037	6,341	26.74
3	Remuneration of the KMP	168	372	(54.84)

vii) Market capitalization and price earnings ratio details are as under:

Particulars	As on 31.03.2019	As on 31.03.2018	Increase/ (Decrease) (%)
Price Earnings Ratio	14.86	18.39	(19.2)
Market Capitalization ( Rs in Crore)	767.08	802.85	(4.45)

The Company has not made any public issue of shares.

viii) Average percentage increase in the salaries of employees other than the managerial personnel in the financial year is 18.89% whereas the increase in the managerial remuneration was 11.48%.

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.

SI. No.	Name of Key Managerial Personnel	Designation	Percentage increase in Remuneration	Percentage of increase in performance
1.	Tara Parthasarathy	Joint Managing Director	11.84	8.61
2.	R. Senthil Kumar	Whole - time Director	2.44	8.61
3.	S. Ramanan	Chief Financial Officer	1.88	8.61
4.	Kishore Kumar Sahoo	Company Secretary	9.00	8.61

x) The key parameter for any variable component of remuneration availed by Managing Directors:

Only Commission is payable in addition to monthly remuneration. The Commission is based on the performance of the Company and is paid upon recommendation of Nomination and Remuneration Committee. Variable compensation is payable to a Whole-time director of the Company.

xi) The ratio of the remuneration of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: 1: 1.45

xii) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

Annexure - 5

Details of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

SI. No.	Name of Employee	Age in Years	Qualification and Experience	Designation	Remuneration (Rs)	Percentage of equity shares held in the Company	Date of commencement of employment	Last Employment held
1	Ms. Indira Sundararajan	71	BSc. Tech 27 yrs	Vice Chairperson and Managing Director	50,95,049	3.67	01.07.2003	Thirumalai Chemicals Ltd.,
2.	Ms. Tara Parthasarathy	33	B Tech, Master of Environmental Management (MEM) 9 Yrs	Joint Managing Director	7,157,021	0.07	16.03.2015	World Resources Institute, Bangalore
3.	Mr. R. Senthil Kumar	52	Science Graduate 30 yrs	Whole- time Director	4,860,242	0.00	20.07.1988	Ultramarine & Pigments Ltd., as General Manager-Operations

Notes:

1) Remuneration paid to Mrs. Indira Sundararajan upto 09.05.2018

2) Remuneration includes Company's contribution to Provident Fund, Medical Benefits, Leave Travel Allowance and commission payable etc.

3) Nature of employment is contractual.

On Behalf of the Board
For Ultramarine & Pigments Limited,
	Tara Parthasarathy	R. Senthil Kumar
Place: Chennai	Joint Managing Director	Whole - time Director
Date : 15th May, 2019	[DIN: 07121058]	[DIN: 07506927]

Annexure - 6

Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

I CONSERVATION OF ENERGY

a) Energy saving systems are incorporated wherever necessary and energy savings are attempted continuously.

b) Existing energy saving systems are properly utilised and further devices are added whenever necessary.

FUEL CONSUMPTION (POWER & FUEL)

	UNITS	YEAR ENDING 31.03.2019	YEAR ENDING 31.03.2018
1. ELECTRICITY
a) Purchased Units	KW/HR	65,28,998	66,35,406
Total amount paid		5,11,66,298	5,41,88,199
Rate/ Unit	Rs	7.84	8.17
b) Own Generation
Through Windmill	KW/HR	58,78,398	46,58,947
Through Solar	KW/HR	4,19,158	2,58,599
Through DG	KW/HR	1,36,485	1,53,974
Unit/ Litre of Diesel Oil	KW/HR	3.35	3.31
Cost Per Unit	Rs	21.72	18.26
2. COAL AND COKE
Coal & Coke &Pet Coke	Rs	3,73,92,597	3,04,35,158
Coal & Coke &Pet Coke	Tons	1,657	1,407
Rate / Ton	Rs	22,569	21,625
3. FURNACE OIL/ DIESEL /SKO ETC
Furnace Oil/ Diesel /SKO Etc.	KL	1,314	1,299
Total amount	Rs	5,96,11,304	4,69,26,680
Rate / KL	Rs	45,370	36,135
4. LPG
LPG- Value	Rs	88,50,438	-
LPG CYLINDER 450 KG QUANTAZ	KG	1,36,972	-
Average rate per KL	Rs/KG	64.61	-
4. RESEARCH & DEVELOPMENT EXPENDITURE ON R&D
i) Capital	Rs	28,42,657	17,42,218
ii) Recurring	Rs	1,29,68,369	1,12,38,310
iii) Total	Rs	1,58,11,026	1,29,80,528
iv) Total R&D Expenditure as a percentage of total turnover		0.52%	0.47%

II. TECHNOLOGY ABSORPTION, ADAPTATION, INNOVATION

Your Company is taking initiatives for improving the quality of all products and services by absorbing new technologies in product / process developments through modernization and also by cost-effective methods / processes.

III. FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company is constantly exploring new markets to enhance the exports of its products. In spite of stiff competition faced in the international market, vigorous efforts are being made to enhance our revenue from IT-Enabled Services Division. Earnings in Foreign Exchange from Exports and Services are given in Notes forming part of Accounts.

On Behalf of the Board
For Ultramarine & Pigments Limited,
	Tara Parthasarathy	R. Senthil Kumar
Place: Chennai	Joint Managing Director	Whole - time Director
Date : 15th May, 2019	[DIN: 07121058]	[DIN: 07506927]

Annexure - 7

Annual Report on Corporate Social Responsibility (CSR) Acitvities, 2018-19: Composition of CSR Committee:

Mr. T.R. Madhavan Chairman of the Committee (Independent Director)

Mr. Vinod G. Nehemiah Member (Independent Director)

Mrs. Indira Sundararajan Member (Non - Executive Director)

Corporate Social Responsibility (CSR) Policy : adopted and implemented in the year 2014. Corporate Social Responsibility (CSR) Philosophy:

In UPL, giving back to the community is considered as a necessity and not a choice. Since inception, it has been inculcated in our employees and our management that the company's well-being hinges not only upon the financial health, efficiency of production and general health and wealth of our employees but also upon the health, wealth and opportunities available to the weaker section of the society with special focus on rural people.

CSR contribution:

Pursuant to the provisions of Companies Act, 2013, the Company should spend in every financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial year. In compliance with the said provision, the expenditure made by the Company towards CSR activities for the financial year 2018 -19 is given below:

Particulars	Amount
i) Average net profit of the Company for the last three years (computed as per the provision of section 198 of the Companies Act, 2013)	Rs 5,012 Lakhs
ii) Prescribed CSR expenditure: 2% of (i) above	Rs 100.24 Lakhs
iii) Total amount spent for the financial year towards CSR activities	Rs 107.00 Lakhs

iv) Manner in which the amount spent during the financial year is detailed below:

1	2	3	4	5	6	7	8
SI. No.	CSR project or activity identified	Sector in which the project is covered ( clause no. of Schedule VII to the Companies Act, 2013 as amended	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken.	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Sub -heads: 1) Direct expenditure on projects or programs. (2) Overheads:	Cumulative expenditure up to the reporting period	Amount spent direct or through implementing agency
				(Rs. in lakhs)
1.	Integrated Community Health and Development Program for primary and Secondary health care	Clause (i), (iv) promoting health care including preventive health care	Ranipet, Vellore district of Tamil Nadu	120.00	88.00	366.78	Implementing agency -"Thirumalai Charity Trust", Vellore, Tamil Nadu
2.	Education Programs: • Contribution towards installation of solar power plant for a School	Clause (ii) Promotion of Education	Mumbai		10.00	20.00	South Indians Welfare Society, Mumbai
	• Contribution to the school for spastic and mentally retarded children		Ranipet, Vellore district of Tamil Nadu		4.00		VISHWAS
	• Contribution to a School		Ranipet, Vellore district of Tamil Nadu		2.00		Bhuvana Foundation
3.	Contribution towards construction of Toilets	Health and sanitation development in rural India	Chennai		1.00		South Central India Network for development alternatives
4.	Contribution towards disaster relief		Kerala		2.00		Chief Ministers Distress Relief Fund, Kerala
	Total			120.00	107.00	386.78

 

Responsibility Statement

The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company is reproduced below:

'The implementation and monitoring of Corporate Social Responsibility (CSR) policy, is in compliance with CSR objectives and policy of the Company'.

On Behalf of the Board
For Ultramarine & Pigments Limited,
		Tara Parthasarathy	T.R. Madhavan
Place:	Chennai	Joint Managing Director	Chairman, CSR Committee
Date:	15th May, 2019	[DIN: 07121058]	[DIN: 00163992]