The Directors are delighted to present the Twenty Third Annual Report and Audited Accounts for the financial year ended March 31, 2015

RESULTS OF OPERATION

                                                   Rs. in Lakh

                                             2014-15          2013-14

Operating Revenue                            3837.30          3672.14

Profit/(Loss) before tax                     (168.93)         (88.90)

Profit/(Loss) after tax                      (168.93)         (88.90)

OPERATION ANALYSIS

The financial year 2014-2015 was a challenging year for the Company. During the year under review the Company achieved gross sales of Rs. 38.37 crores as against Rs. 36.72 crores in the previous year showing an increase of 4.5%.

The Company's profitability was adversely affected due to steep increase in the prices of raw materials and increased competition in seafood industry. The availability of sea caught raw material is so poor which is an important part of your Company's production.

The machineries of the Company were around 21 year old and almost obsolete. The freezing capacity of flow freezer has gone down by 50% of actual capacity. So we were not able to produce even 3 tons per day which was 5-6 tons per day before. Consequently the number of containers exported reduced gradually to 45-50 per year compared to 100-108 containers at the earlier periods.

Due to the above reasons as a part of capacity expansion plan the management has decided to purchase an advanced cooking and freezing line and during the end of the financial year the machine worth of Rs. 3 Crores was installed and successfully commissioned at the factory. The new machine has the capacity to process big size value added shrimps which can enhance the competitiveness of the company. New machine is suitable to process cultured shrimps as an alternate source of raw material. With the installation of new machineries having a production capacity of 1000 Kg per hour the Company is expecting a significant increase in the production capacity and export turnover.

Your Company is confident that it will be able to establish its name in the market in the years to come with the growing demand for Indian seafood products across the world and the expanded production capacity of the Company.

DIVIDEND

Due to the inadequacy of profits your directors regret their inability to recommend any dividend for the year.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 1 to the Board's report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year, Mr. V T John and Mr. Varghese Thomas ceased to be the directors of the Company. The Board of Directors wishes to place on record its appreciation for the valuable services rendered by Mr. V T John and Mr. Varghese Thomas during their tenure as directors ofthe Company.

Your directors place on record their sincere appreciation of the constructive contribution made by Mr.Thomas P Koshy, Chief Executive ofthe company.

The Board has as per the provisions of Section 161 of the Companies Act, 2013, appointed Ms. Nithya Alex, as Additional Director on the Board of the Company with effect from 07th February, 2015.

The Board has as per the provisions of Section 203 of the Companies Act, 2013, appointed Ms. Bindu Suresh, as Chief Financial Officer of the Company with effect from 30th September, 2014.

Mr. K C Thomas, Director, retire by rotation and being eligible has offers himself for re-appointment. The Composition of the Audit committee is disclosed in the corporate governance report for the purpose of Section 177(8) ofthe Companies Act, 2013.

During the year under review, the members approved the appointments of Mr. Iype Mathew and Mr. Nath Ram as Independent Directors who are not liable to retire by rotation. The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement.

The details of programmes for familiarisation of Independent Directors with the Company is put up on the website of the Company at the link: http://uniroyalmarine.com/wp-content/uploads/2015/03/FAMILIARIZATION- PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

AUDIT COMMITTEE

The Composition of the Audit committee is disclosed in the corporate governance report for the purpose of Section 177(8) ofthe Companies Act, 2013. All the recommendations made by the Audit committee have been accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The company has put in place a mechanism of reporting illegal or unethical behavior. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The policy is available on our website at the link: http://uniroyalmarine.com/wp-content/uploads/2015/02/UME-Whistle- Blower-Policy-Vigil-Mechanism.pdf

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) ofthe Companies Act, 2013, an extract ofthe annual return in the prescribed format is appended as

NUMBER OF MEETINGS OF THE BOARD

The Board met seven times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

BOARD EVALUATION

The performance evaluation of non independent directors are done by the Nomination and Remuneration Committee at its meeting held on 02.06.2015.

The performance evaluation of independent directors are done by the entire Board of Directors, excluding the director being evaluated at the Board Meeting held on 02.06.2015.

The performance evaluation of the Board was carried out on a questionnaire template on the basis of criteria such as flow of information to the Board, effective role played by the Board in decision making etc.. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

A separate meeting of Independent Directors of the Company was held during the year under review, in which the members evaluated the performance of the Chairman on the basis of criteria such as giving guidance to the Board and ensuring the independence of the Board etc. The performance of the non-independent directors was also evaluated on the basis of their contribution to the Board deliberations.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 ofthe Companies Act, 2013, adopted by the Board, is put up on the website of the Company at the link: http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for- Remuneration1.pdf

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Disclosure regarding remuneration or commission to Managing Director or the Whole-time Directors from subsidiaries not applicable since there is no subsidiaries.

5. There is no change in the nature of business.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

7. Your Company does not have any subsidiaries, joint ventures and Associate companies.

8. It is not proposed to carry any amount to reserves.

9. There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 2014-2015 and the date of this report.

Your Directors further state that the Company has in place an Anti Sexual Harassment Policy and has a committee for prevention of sexual harassment of women at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 3 to the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii. the Directors have 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.

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

v. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

RISK MANAGEMENT

During the year, your Directors have adopted a Risk Management Policy which is intended to formalise the risk management procedures, the objective of which are identification, evaluating, monitoring, and minimising identifiable risks. The Risk management policy is successfully implemented by the company to protect the value of the Company on behalf of the shareholders.

AUDITORS

Statutory Auditors

M/s. Kuruvilla, & Indukumar, Chartered Accountants, Kochi, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the 25th Annual General Meeting, subject to the approval of shareholders.

The Auditors report for the year 2014-15 does not contain any qualification. However there is a matter of emphasis regarding non funding of gratuity plans. Due to financial constraints, the Company was not able to set apart and invest Gratuity Liability. Necessary action will be taken in this regard.

Auditors' certificate on corporate governance

As required by Clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is enclosed as Annexure 4 to the Board's report.

Secretarial Auditor

Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under.

Secretarial Audit Report

Secretarial Audit Report, issued by Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, Secretarial Auditor in Form No. MR -3 forms part of this Board Report and is annexed herewith as Annexure 5.

While confirming that the company has complied with the provisions of applicable acts, rules, etc., the auditors made few observations. The Board's clarifications for the same are as follows.

Intimation of closure of trading window to stock exchanges: The closing of trading window has been intimated to stock exchanges properly and also published in the notice board of the Company. Action has been taken to intimate the trading window closing period to all specified persons individually.

Updation of registers: Few registers required to be maintained were not updated due to oversight. However action has been taken to update the registers.

Reporting under Listing agreement: Due to oversight the was a short delay in submitting few reports under listing agreement. Systems are established to monitor the reporting requirements to ensure the reports are being filed on time.

Proof of dispatch of notice of AGM: The Company has sent soft copy of annual reports to those shareholders who have submitted their email address. For all other shareholders physical copy of annual reports were sent. However for few shareholders the proof of sending annual report is not traceable. Action has been taken to ensure proper maintenance of record of sending annual report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. Your Directors also wish to thank all the employees for their co-operation.

                            For and on behalf of the Board of Directors

Kozhikode                                                   Iype Mathew
08-08-2015                                    Chairman (DIN - 01546555)