|BSE: 524440||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE198C01010|
|BSE 00:00 | 24 Apr||35.90||
|NSE 05:30 | 01 Jan||Camex Ltd|
Camex Ltd. (CAMEX) - Director Report
Company director report
TO THE MEMBERS
Your Directors have pleasure in submi?ng their 28th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figures is given hereunder:
(Rs in Lakhs)
2. TRANSFER TO RESERVE:
The Company proposes to transfer Rs.50.00 lakhs to the general reserve out of theamount available for appropriation and an amount of Rs.674.29 lakhs is proposed to beretained in the profit & loss account.
Board of directors has decided to conserve resources and therefore did not recommenddividend for the financial year 2016-17.
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 increased to Rs. 10300.54 Lakhs as comparedto last years' sales of Rs. 10180.28 Lakhs and profit of the current year also increasedto Rs.162.67 Lakhs compared to profit of Rs.92.16 Lakhs for the previous financial year.Your directors are hopeful of ge?ng better results in the current financial year howeverdepreciation in the rupee as compared to US$ may have some effect on the Company'sbusiness.
Your directors believes 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. Increase in value demand will reflect the growing importance of expensivehigher value dyes and pigments that meet increasingly stringent performance standards andpreferences for more environmentally friendly products. Despite the healthy growth evenfaster advances will be limited by a moderation in global vehicle production and slowgrowth in printing inks due to the challenges facing the 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:
Five 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" atHongkong. 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. (Annexure - II)
The Company has neither accepted nor renewed any deposits during the year under review.
9. DIRECTORS & KMP:
Mr. Chandraprakash Chopra Managing Director retire by rotation at the forthcomingAnnual General Meeting and being eligible and offers himself for reappointment.
During the year Mr. Pritesh Jain was appointed as an Additional Independent Director ofthe Company and regularized in the Annual General Meeting for the year 2015-16 and Mr.Kalpesh Bhupatbhai Baraiya has resigned from the post of Company Secretary and Complianceofficer of the Company w.e.f. 25th July2016 and Ms. Hirvita Rajeshbhai Shahhas been appointed as Company Secretary and Compliance officer of the company w.e.f. 11thAugust2016.
There being no other changes in directors and KMPs of the Company.
All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013 and there has been nochange in the circumstances which may affect their status as independent directors duringthe year.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm and state that -
i In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. 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 ofthe loss of the company for that period;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a 'going concern' basis;
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. 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. 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 as attached to this report. (Annexure - III)
12. SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 31st March 2017 given by Ravi Kapoor & Associates Practicing Company Secretaryis annexed to this Report. The Secretarial Audit Report for the year under review isself-explanatory and does not contain any qualification. (Annnexure - IV)
13. STATUTORY AUDITORS:
As per the provisions of the Act tenure of M/s. Surana Maloo & Co. CharteredAccountants as a Statutory Auditors of the Company shall get expire at the conclusion ofthe ensuing Annual General Meeting.
It is proposed to appoint M/s. P M Nahata & Co. Chartered Accountant (FirmRegistration No.127484W) as a Statutory Auditor of the Company for a term of 5 (five)consecutive years from the conclusion of this Annual General Meeting till conclusion ofthe Annual General Meeting for the Financial Year 2021-22 and said appointment is subjectto ratification at every Annual General Meeting. The proposed new auditors have confirmedtheir eligibility and qualification required under the Act for holding the office asStatutory Auditors of the Company.
14. COMMENTS ON AUDITORS' AND SECRETARIAL AUDIT REPORT:
The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer.
15. AUDIT COMMITTEE :
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this Report.
16 VIGIL MECHANISM
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. The vigil mechanism and whistle blower policy is put onthe Company's website and can be accessed at:http://www.camexltd.com
17. LOANS GUARANTEES OR INVESTMENTS:
The Company has taken loan u/s 186 of the Companies Act 2013 during the year underreview. The same has been mentioned in the schedule to the financial statements of theCompany.
18. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the period under review Company has entered into transactions with relatedparties. The Particulars of every contract or arrangements entered into by the Companywith related parties referred to in subsection (1) of section 188 of the Companies Act2013 are disclosed in Form No. AOC 2.
The Policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Board may be accessed on the Company's website atthe link: http://www.camexltd.com
There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large. (Annexure - V)
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 as attachedto this report. (Annexure - VI)
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 ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
(Rs. In Lakhs)
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: 6.6%
d. There are 111 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 Rs. 10300.54 Lakhs which is increased by 120.25Lakhs from the previous year turnover of Rs. 10180.29 lakhs. Average increase in theremuneration of employees is in line with the current market dynamics and as a measure tomotivate the employees for better future performance to achieve organization's growthexpectations.
f. The Statement Showing the remuneration drawn by the top ten employees for theFinancial Year 201617:
The Company does not have any employee who has received remuneration during thefinancial year which in aggregate exceeds Rs. 1.02 Cr.
Further Company does not have any employee who employed for the part of the year andwas in receipt of remuneration for any part of that year exceeding Rs.8.50 Lakhs permonth.
g. Further the remuneration is as per the remuneration policy of the Company.
26. ANNUAL PERFORMANCE EVALUATION:
The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Nonexecutive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter-se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established by global peers etc which is in compliance with applicable lawsregulations and guidelines.
The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairman. The Chairman of the respective Board Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.
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 dynamicsetc. The Board was of the unanimous view that all
the committees were performing their functtons sattsfactorily and according to themandate prescribed by the Board under the regulatory requirements including the provisionsof the Act the Rules framed there under and the SEBI (Listing Obligations and DisclosuresRequirements) 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 thenon-independent directors was providing good business and people leadership.
27. 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 - VII and Annexure - VIII 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.