Cochin Minerals & Rutile Ltd

Your Directors are pleased to present the 35th Annual Report of your Company along with audited statements of accounts for the year ended 31 st March 2024.

During the year revenue from operations of your company decreased by 32.26% from Rs. 44778.45lakhs to Rs. 30,328.90lakhs due to decrease in volume & price of Synthetic Rutile and profit after tax stood at Rs. 859.48lakhs against Rs. 5642.72lakhs of previous financial year. However, Your Directors are pleased to recommend a dividend on the equity shares of 80% (Rs. 81- per share) for the financial year ended 31st March 2024, subject to approval of the members at the ensuing Annual General Meeting.

Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure - VI.

As per the provisions of the Companies Act, 2013, your directors, Mr. Mathew M Cherian and Smt. Jaya S Kartha retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors of the company, on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Anil Ananda Panicker, Non-Executive Director as Executive Director with effect from 01st June 2024 for a period of 3 (Three) years subject to the approval of shareholders in the ensuing Annual General Meeting. Mr. Achutha Janardhana Pai has completed his second term as Non-Executive Independent Director and consequently ceased to be a Director of the Company with effect from July 7, 2024.

The Independent Directors have submitted declarations that each of them meets the criteria of Independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of Independence.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - II.

The board of directors has 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 under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation was on the basis of inputs from all the Directors on criteria such as Board composition and structure, effectiveness of Board processes, meeting procedures and functioning etc. A meeting of Independent Directors evaluated the performance of Non-Independent Directors, the Board as a whole and that of the Chairman, taking into account the views of Executive Directors and Non-Executive Directors. These evaluations were considered and discussed in the subsequent Board meeting/s.

The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III.

The Board regularly considers and evaluates the risk factors and takes appropriate risk mitigation steps from time to time.

The company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2023-24.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

None of the transactions with 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 in Annexure - IV in Form AOC-2.

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report.

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:

(a) In preparing the Annual Accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and there are no material departures.

(b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on 31.03.2024.

(c) The Directors had taken proper and sufficient care 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.

(d) That the Directors had prepared the accounts on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

Saghesh Kumar & Associates, Chartered Accountants, Aluva, was appointed in the 33rd Annual General Meeting of the Company as statutory auditor of the Company to hold office for a period of 5 years and continue in office in terms of Section 139 (2) of the Companies Act 2013. The report of the auditor for the current year does not contain any qualification or adverse comments.

Pursuant to the provisions of Section 204 of the Companies Act 2013, M/s. SEP Associates, Company Secretaries, Kochi, were appointed as the Secretarial Auditors for the financial year 2024-25. The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report contains a qualification regarding the non compliance regarding the disclosures required to be maintained in the website of the Company under Regulation 46 of the SEBI (LODR) Regulations, 2015 and under applicable provisions of Companies Act, 2013. The website is under modification and the Company is taking steps for updation of the disclosures mandated.

The Annual Return in form MGT-7 for the financial year ended 31st March, 2024, is available on the website of the company at URL: https://www.cmrlindia.com/FY2023-24/Annu- alReturn.pdf

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the Board.

Five meetings of the Board were held during the year. Details are included in the corporate governance report.

The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure -V.

Your Company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexures -VII & VIII. The report includes the details of the familiarization programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism and related party transactions.

Consequent to search operations held on 25th January 2019, u/s 132 of the IT Act, the Income tax department re-opened the tax assessments for the financial years 2011-12 to 2018-19. The Company has contested the re-opening of the assessment for the financial year 2011-12 before the Honourable High Court of Kerala and the same is pending before Court. The litigation for the financial years 2012-13 to 2018-19 was settled as per the Order of the Interim Board for Settlement dated 12.06.2023 and the additional tax was paid and the matter was closed.

Your Company has been granted ISO 9001: 2015 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India.

Your Company has been awarded ISO 45001 : 2018 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India, for maintaining safe and healthy work place by preventing work related injury and ill health as well as proactively improving company's occupational health and safety Management system.

Your company's products, viz. Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s NSF International, an organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.

The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licensed and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.

The Labour-Management relations have been cordial and a new long term agreement with Trade Unions of the Employees, valid till 10th April 2029, is in force.

The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules are given in the Annexure -1.

The shares of your Company are compulsorily dematerialised fortrading. The ISIN number of the shares is INE105D01013.

The shares of your Company are listed with BSE Limited. The listing fee as required has already been paid upto and including the year 2024-25.

1. Pursuant to a MCA order dated 31.01.2024, the SFIO has initiated an investigation into the affairs of the company vide its order No.SFIO/lnv/AOI/2023-24 dated 31.01.2024. The company has challenged the cited order and filed Writ Petition in the Honourable High Court of Delhi and the litigation is pending.

2. ED has registered an ECIR against the company and its officials u/s 50 of the PMLAAct, 2002. As there exists no scheduled offence, the company has approached the Honourable High Court of Kerala questioning the jurisdiction of ED and the same is pending before the Court.

Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their co-operation and support. Your Directors are also thankful to the customers, suppliers and business associates for their co-operation. Your Directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your Directors are deeply grateful to the members for their continued confidence and faith in the management of the company.

Statement containing particulars pursuant to Rule 8(3) of the Companies (Accounts) Rules 2014 forming part of the Directors Report.

In furtherance of the philosophy and commitment of the company - (a) to consider human resources as its greatest asset, (b) to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, (c) to harmonize the aspirations of human resources consistent with the goals of the Company and (d) to comply with the provisions of the Companies Act, 2013 and the listing agreement as amended from time to time, this policy on nomination and remuneration of Directors, Key Managerial and Senior Management personnel has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors.

The main objectives of the policy are:

(a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions.

(b) To lay down guidelines to determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in similar companies.

(c) To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management personnel.

(d) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personnel and create competitive advantage.

(e) To formulate appropriate incentive schemes linked to performance.

The policy has been effective from 1^st April, 2014.

A) Membership

- the committee shall consist of a minimum of 3 Non-Executive Directors, the majority of them being Independent.

- membership of the committee shall be disclosed in the Annual report.

- the term of the committee shall continue unless terminated by the Board.

B) Chairperson

- The chairperson of the committee shall be an Independent Director.

C) Constitution

The Board has changed the nomenclature of the Remuneration Committee by renaming it as Nomination and Remuneration Committee and reconstituted it with the following NonExecutive Directors as members:

1. Shri. Achutha Janardhana Pai, Chairman (Independent)

2. Shri. R. K. Garg, Member (Independent)

3. Shri. G.R. V\forrier, Member (Independent)

4. Shri. T. P. Thomaskutty, Member (Independent)

• Board means Board of Directors of the Company.

• Directors mean Directors of the Company.

• Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

• Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

• Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director, Jt. Mg Director

(ii) Whole-time Director;

(iii) Chief Financial Officer;

(iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions / regulations.

• Senior Management means personnel of the Company occupying the position of Chief Executive Officer (CEO)/General Manager of any unit/ division and unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

The Policy is applicable to

• Directors (Executive and Non-Executive).

• Key Managerial Personnel.

• Senior Management Personnel.

The Committee shall:

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

• Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

• Determine remuneration forthe Whole-Time Directors, KMP and Senior Management personnel.

• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. The Board of the Company may consciously be drawn in a manner that at least one Director from each of the following field is on the Board of the Company - Mineral processing, Management, Banking and Finance, Legal and General Administration etc.

3. The appointment and re-appointment of Whole-Time Directors shall be subjectto the provisions of the Companies Act, 2013 and rules framed thereunder and the listing agreement.

4. The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel on annual basis.

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, Rules and Regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subjectto the provisions and compliance of the said Act, Rules and Regulations.

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

1. The remuneration / compensation / commission etc. to the Whole-time Directors, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval, subject to the provisions of the Companies Act, 2013, the rules made thereunder, wherever applicable and considering the financial position of the company and trends and practices on remuneration prevailing in the industry.

2. The remuneration / commission to Non- Executive / Independent Directors shall be fixed as per the relevant provisions of the Companies Act, 2013 and the rules made thereunder.

(i) The committee or the Board may review the Policy as and when it deems necessary.

(ii) This Policy may be amended or substituted by the committee or by the Board as and when required and also by the Managing Director to comply with any statutory changes.

1. A brief outline of the company's CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:

CSR Policy is available on the web site of the company www.cmrlindia.com under ‘Policies'.

2. Composition of the CSR Committee

3. Provide the web link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company :

https://www.cmrlindia.com/Files/CSR.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: -

Impact assessment is not applicable for the year.

5. a. Average net profit of the company as per sub-section (5) of section 135: -

Rs. 3327.87 lakhs

b. Two percent of average net profit of the company as per sub-section (5) of section 135: - Rs. 66.56 lakhs ~

c. Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: - Nil

d. Amount required to be set-off for the financial year, if any - Rs. 16.59 lakhs

e. Total CSR obligation for the financial year [(b)+(c)-(d)] - Rs. 49.97 lakhs

6. a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). - Rs. 49.97 Lakhs

b. Amount spent in Administrative Overheads. - Nil

c. Amount spent on Impact Assessment, if applicable - Nil

d. Total amount spent for the Financial Year [(a)+(b)+(c)] - Rs. 49.97 Lakhs

e. CSR amount spent or unspent for the Financial Year:

f. Excess amount for set off, if any

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes/ No - No

If Yes, enter the number of Capital assets created/ acquired : Nil

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): - NIL

The CSR Committee confirms that the implementation and monitoring of CSR policy is in compliance with the objectives and the CSR policy of the Company.

The information required under Section 197(12) of the Act read with rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 and the percentage increase in remuneration of each director & Key Managerial personnel in the financial year

Note: For this purpose sitting fees paid to the Directors have not been considered as remuneration.

b. The percentage increase in the median remuneration of employees in the financial year: (2.67)%

c. The number of permanent employees on the rolls of Company: 230.

d. Average percentage increase made in the salaries of the employees other than the managerial personnel in the last financial year i.e. 2023-24 was 3.51 % where as the increase in the managerial remuneration for the same financial year was (38.92)%.

e. The key parameters for any variable component of remuneration availed by the directors : N.A

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