TO THE MEMBERS
Your Directors have pleasure in submitting their 27th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figures is given hereunder:
|Particulars ||2015-16 ||2014-15 |
|Net Sales /Income from Business Operations ||10157.37 ||14669.64 |
|Other Income ||26.22 ||15.32 |
|Total Income ||10183.59 ||14684.96 |
|EBIDTA ||380.27 ||566.74 |
|Less Deprecation ||70.57 ||69.48 |
|Finance Cost ||171.29 ||304.77 |
|Profit before exceptional Items ||138.41 ||192.49 |
|exceptional Items (NET) ||0.00 ||22.27 |
|Profit Before Tax ||138.41 ||214.76 |
|Tax (Expenses) Benefits ||46.25 ||72.59 |
|Net Profit after Tax ||92.16 ||142.17 |
|Add: Surplus Bought forward from Previous Year ||519.45 ||427.28 |
|Less: Depreciation on transition to schedule II of the Companies Act 2013 ||0.00 ||0.00 |
|Amount available for appropriation ||611.61 ||569.45 |
|Transfer to Capital Redemption Reserve ||0.00 ||0.00 |
|Transfer to General Reserve ||50.00 ||50.00 |
|Proposed Dividend ||0.00 ||0.00 |
|Corporate Dividend Tax ||0.00 ||0.00 |
|Surplus carried to Balance Sheet ||561.61 ||519.45 |
2. TRANSFER TO RESERVE:
The Company proposes to transfer '50.00 lakhs to the general reserve out of the amountavailable for appropriation and an amount of '561.61 lakhs is proposed to be retained inthe profit & loss account.
Board of directors has decided to conserve resources and therefore did not recommenddividend for the financial year 2015-16.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
Your Directors wish to present the details of Business operations done during the yearunder review:
During the year Company's turnover has been reduced to ' 10157.37 Lakhs ascompared to last years' sales of ' 14669.64 Lakhs and profit of the current yearalso reduces to '92.16 lakhs compared to profit of Rs 142.17 lakhs for the previousfinancial year. Your directors are hopeful of getting better results in the currentfinancial year however depreciation in the rupee as compared to US$ may have some effecton the Company's business.
Your directors believe that rising consumer spending will drive increased demand fororganic colorants in textiles and plastics while strong growth in global constructionactivity will boost demand in paints and coatings. Increases in value demand will reflectthe growing importance of expensive higher value dyes and pigments that meet increasinglystringent performance standards and preferences for more environmentally friendlyproducts. Despite the healthy growth even faster advances will be limited by a moderationin global vehicle production and slow growth in printing inks due to the challenges facingthe print media industry.
5. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is attached to thisReport. (ANNEXURE-I)
6. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
Six board meetings were held during the financial year under review. For details ofthe meetings of the board please refer to the corporate governance report which formspart of this report.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The company has only one wholly own subsidiary name as "Camex HK Limited" inthe hongkong. Pursuant to provisions of Section 129(3) of the Act a statement containingsalient features of the financial statements of the Company's subsidiary in Form AOC-1 isattached to the financial statements of the Company. Company does not have any JointVenture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
9. DIRECTORS & KMP:
Mr. Jitendra Chopra (DIN: 00374945) Director retire by rotation at the forthcomingAnnual General Meeting and being eligible and has offered himself for reappointment.
Pursuant to provisions of Section 161(1) of the Companies Act 2013 Mr. Pritesh Jain(DIN: 07493469) was appointed as an Additional Director of the Company w.e.f. 30thMay 2016 and he shall hold office only up to the date of this Annual General Meeting andbeing eligible and has offered himself for appointment as an Independent director of thecompany.
Further Mr. Ramya Pandya had resigned from the post of Company Secretary and ComplianceOfficer of the Company w.e.f. 3rd October 2015 and Mr. Kalpesh BhupatbhaiBaraiya has been appointed as a "Company Secretary and Compliance Officer" ofthe company w.e.f. 29th December 2015.
Further Mr. Sandeep Mundra (DIN 01834571) had resigned as Director of the Companyw.e.f. 14th March 2016.
There being no other changes in directors and KMPs of the Company.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs
of the company at the end of the financial year and of the profit and loss of thecompany for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013read with the rules framed thereunder.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure - II attached to this report.
13. SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 31st March 2016 given by Ravi Kapoor & Associates Practicing Company Secretaryis annexed as Annexure - III to this Report.
14. STATUTORY AUDITORS:
M/s Surana Maloo & Co. Chartered Accountant Ahmedabad whose appointment wasapproved by members at Annual General Meeting held on 16th September 2014 fora period of 3 years. The said appointment was subject to ratification at every annualgeneral meeting. At the ensuing general meeting it is proposed to ratify their appointmentfor the financial year 2016-17. The Company has received a certificate from the aboveAuditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
15. COMMENTS ON AUDITORS' AND SECRETARAIL AUDIT REPORT:
There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.
16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
The company had formulated "Audit Committee" and "Vigil MechanismPolicy" details of these are given in section of "Corporate GovernanceReport" attached herewith.
17. LOANS GUARANTEES OR INVESTMENTS:
There were no Loans Guarantees or Investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.
18. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the period under review there was no Contract or Arrangements made with relatedparties as defined under Section 188 of the Companies Act 2013.
19. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
The properties and insurable assets and interests of the Company like building plantand machinery and stocks among others are adequately insured.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts which wouldimpact the going concern status of the Company and its future operations.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure- IV and is attached to this report.
23. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report
24. RISK MANAGEMENT POLICY OF THE COMPANY:
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.
25. PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ration of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Name of Director ||Remuneration in Lakhs ||Median Remuneration ||Ratio |
|1. Mr. Chandra Prakash Chopra ||36.00 ||1.52 ||23.68 |
|2. Mr. Mahaveerchand Chopra ||12.00 ||1.52 ||7.89 |
|3. Mr.Jitendra Chopra ||24.00 ||1.52 ||15.79 |
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:
During the period under review remuneration of directors CFO and Company Secretaryremain unchanged.
c. The percentage increase in the median of employees in the financial year:6%
d. There are 100 Permanent employees on the rolls of the Company.
e. The explanation on the relationship between average increase in remuneration andCompany performance:
The total turnover of the Company is ' 10157.37 Lakhs which reduced by 4512.27 Lakhsfrom the previous year turnover of '14669.64 lakhs. Average increase in the remunerationof employees is in line with the current market dynamics and as a measure to motivate theemployees for better future performance to achieve organization's growth expectations.
f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company.
The Company has paid total remuneration of '87.38 Lakhs to key managerial personnel.The total turnover of the Company is ' 10157.37 Lakhs during the Financial year 2015-16.The net profit of the Company is ' 92.159 Lakhs. During the period under review none ofthe KMPs remuneration has been revised.
g. Variation in the market capitalization of the Company price earning ratio as at theclosing date of current financial year and previous financial year.
|Particulars ||March 31 2016 ||March 31 2015 |
|Market Capitalization ||2378.62 Lakhs ||2756.34 Lakhs |
|Price Earnings Ratio ||25.89 ||19.42 |
h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Average increase in remuneration is 9.58% for employees other than managerialpersonnel. During the period under review remuneration of Key Managerial Personnel (KMP)are not revised.
i. The key parameters for any variable component of remuneration availed by thedirectors;
Please refer to the remuneration policy given as Annexure-2 to the directors' report.
j. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:
There is no employee in the Company who is receiving remuneration in excess of thehighest paid director.
k. Affirmation that the remuneration is as per the remuneration policy of the companyThe Company affirms remuneration as per the remuneration policy of the Company.
The statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is attached as Annexure of this report:
The name of every employee of the company who
Was employed throughout the F.Y. 2015-16 and was in receipt of remuneration forthe year in the aggregate was not less than sixty Lakh rupees - NO
Was employed for a part of the F.Y. 2015-16 and was in receipt of remunerationfor the year in the aggregate was not less than Five Lakh rupees per month - NO
Was employed throughout the F.Y. 2015-16 or part thereof and was in receipt ofremuneration in the year or as the case may be at a rate which in the aggregate is inexcess of that drawn by the managing director or whole time director or manager and holdsby himself or along with his spouse and dependent children not less than two person ofthe equity shares of the company - NO
26. ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the performance evaluationwas carried out as under Board:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria specified by Companies Act 2013. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee
composition committee processes committee dynamics etc. The Board was of theunanimous view that all the committees were performing their functions satisfactorily andaccording to the mandate prescribed by the Board under the regulatory requirementsincluding the provisions of the Act the Rules framed there under and the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each independent director was areputed professional and brought his/her rich experience to the deliberations of theBoard. The Board also appreciated the contribution made by all the independent directorsin guiding the management in achieving higher growth and concluded that continuance ofeach independent director on the Board will be in the interest of the Company.
The performance of each of the non-independent directors (including the chair person)was evaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenonindependent directors was providing good business and people leadership.
28. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:
As required under the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 management discussion and analysis and corporate governance report areannexed as Annexure - V and Annexure - VI respectively to this Report.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Chandraprakash Chopra |
|Date : 30th May 2016 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN:0375421 |