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Camlin Fine Sciences Ltd.

BSE: 532834 Sector: Industrials
NSE: CAMLINFINE ISIN Code: INE052I01032
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OPEN 113.70
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VOLUME 239769
52-Week high 119.65
52-Week low 71.00
P/E
Mkt Cap.(Rs cr) 1,361
Buy Price 112.35
Buy Qty 682.00
Sell Price 0.00
Sell Qty 0.00
OPEN 113.70
CLOSE 112.45
VOLUME 239769
52-Week high 119.65
52-Week low 71.00
P/E
Mkt Cap.(Rs cr) 1,361
Buy Price 112.35
Buy Qty 682.00
Sell Price 0.00
Sell Qty 0.00

Camlin Fine Sciences Ltd. (CAMLINFINE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 24th Annual Report and the Audited FinancialStatements of Accounts for the financial year ended 31st March 2017.

Standalone Financial Highlights of 2016-2017

Net Sales and other income of the Company were Rs 33772.35 Lakhs as compared to Rs41588.78 Lakhs in the previous year.

Profit before tax was Rs 112.50 Lakhs as compared to Rs 3471.10 Lakhs in the previousyear.

Profit after tax was Rs 3.70 Lakhs as compared to Rs 2575.19 Lakhs in the previousyear.

Standalone Financial Results

(Rs In Lakhs)
2016 – 2017 2015-2016
Net Sales & Other Income 33772.35 41588.78
Profit before Interest & Depreciation 3854.79 7123.62
Interest 2583.32 2182.93
Depreciation 1158.97 1014.86
Profit/(Loss) before exceptional item and tax 112.50 3925.83
Less : Exceptional Item - 454.73#
Less: Provision for Tax (Net) 108.80 895.91
Profit After Tax 3.70 2575.19
Balance available for Appropriation 7453.32 8105.01
Appropriations:
Proposed Dividend 29.30 436.35*
Corporate Dividend Tax 5.46 89.03
General Reserve - 130.00
Balance Carried Forward 7418.56 7449.62

# Loss on final settlement of insurance claim

* Includes short provision of Rs 1.36 lakhs pertaining to the earlier periods.

The revenue from operations (net) on standalone basis decreased to Rs 32464.42 lakhsas against Rs 41218.53 lakhs in the previous year. The revenues were lower by 21.24% onyear on year basis mainly due to loss of customers due to competitive & negativepressure on international product prices. Consequential adverse impact on standaloneprofit before tax which was decreased to Rs 112.50 lakhs as against Rs 3471.10 lakhs inprevious year thereby a reduction in growth by 96.76% on year on year basis. There wasalso a Foreign Exchange fluctuation loss of Rs 4.21 Crores. Profit After Tax was decreasedto Rs 3.70 lakhs as against Rs 2575.19 lakhs.

Our results of operations on consolidated basis is as follows:

The revenue from operations (net) on consolidated basis was Rs 53393.05 lakhs asagainst Rs 48934.22 lakhs in the previous year thereby registering a growth of 9.11% onyear on year basis. The revenues were higher mainly due to addition of Dresen Quimica SAPIde CV Mexico revenues of Rs 120.97 Crores. Consolidated loss before tax was Rs 428.49lakhs as against profit before tax of Rs 5001.84 lakhs in previous year. Margins wereimpacted due to gestation losses in CFS North America LLC of Rs 12.67 Crores and CFS doBrasil Indstria Comrcio Importao E Exportao De Aditivos Alimentcios Ltdaof Rs 3.67 Crores. CFS Europe S.p.A results were also subdued due to volatile inputprices.

Consolidated Loss after tax was Rs 753.73 lakhs as against profit after tax of Rs3582.00 lakhs in previous year.

State of Affairs

Your Company is engaged in research development manufacturing commercialising andmarketing of speciality chemicals and blends which are used in a wide array of food feedanimal and pet nutrition and industrial products. Our business is categorised into threeverticals based on our product portfolio namely: (i) Shelf-life Extension Solutions; and(ii) Aroma Ingredients and (iii) Performance Chemicals. We have added animal nutrition toour portfolio of products pursuant to our acquisition of 65% stake in Dresen Quimica SAPIDe CV Mexico (Dresen) and going forward we expect this to complement our Shelf-lifeExtension Solutions portfolio. We market our products globally including in Europe AsiaPacific India South and Central America and North America.

Shelf-life Extension Solutions include a range of antioxidant solutions used toincrease the shelf life of oils and fats which in turn is used in processed food productslike bakery confectionery fried snack foods dairy animal feed and pet food. We alsomanufacture antioxidant blends ("Blending Business") which we market underbrands "Xtendra" and "NaSure".

Aroma vertical primarily includes production of Vanillin and Ethyl Vanillin("Vanillin Products") which are marketed under the brands "Vanesse"and "Evanil". The key raw materials used to manufacture our Vanillin Productsare Guaiacol and Guethol respectively which in turn are derived from Catechol. OurVanillin Products are used to give food and beverages a flavour of vanilla to enhanceother flavours or to mask unwanted flavours and are used in food flavour and fragranceincense sticks pharma and cattle feed segments.

Performance Chemicals vertical includes production of amongst others GuaiacolVeratrole TBC and MEHQ which are derivatives of either Catechol or Hydroquinone and havewide application in sectors such as food flavouring pharmaceuticals intermediateagrochemicals dyes and pigments and fragrance industry.

Dresen manufactures and markets a range of animal nutrition products antioxidantsadsorbents acidifying agents bactericides binders and mould inhibitor.

Dividend

Considering the growth requirements of the business and absence of sufficient profitsyour directors do not recommend any dividend for the financial year 2016-2017.

The Company had transferred a sum of Rs 190854 during the financial year to theInvestor Education and Protection Fund established by the Central Government. The saidamount represents Unclaimed Dividend for the financial year 2008-2009 with the Company fora period of 7 years from the due date of payment.

QIP ISSUE

During the year under review the Company allotted to eligible qualified institutionalbuyers in the Qualified Institutions Placement 6519500 equity shares of face value Rs 1each of the Company (the "Equity Shares") at a price of Rs 85.40 per EquityShare (including share premium of Rs 84.40 per Equity Share) aggregating to Rs 5567.65lakhs.

Employee Stock Option Scheme

During the year under review the Company allotted 524240 Equity Shares of Rs 1/-each upon exercise of stock options by the eligible Employees/Directors under the EmployeeStock Option Scheme of 2014.

The applicable disclosure as stipulated under SEBI Guidelines as at 31st March 2017 isgiven in Annexure A to this report.

Deposits

During the year under review your Company neither accepted nor renewed any fixeddeposits falling within the ambit of Section 73 of the Companies Act 2013 and TheCompanies (Acceptance of Deposits) Rules 2014. The total unclaimed Fixed Deposits as on31st March 2017 were Rs 5.35 lakhs.

Subsidiaries

The Company has the following overseas subsidiaries (including step down subsidiaries)as on March 31 2017:

CFCL Mauritius Private Limited

A 100% owned subsidiary of the Company incorporated for acquisition of CFS EuropeS.p.A. in Italy.

CFS Europe S.p.A.

A step down subsidiary of the Company engaged in manufacture and sale of key rawmaterials required by the Company.

CFS do Brasil Industria Comercio Importacao e Exportacao de AditivosAlimenticiosLtda.

A 100% owned subsidiary in Brazil to manufacture and market customized blends to caterto the Latin American market. Besides it also handles distribution of bulk antioxidantsand vanillin.

Solentus North America Inc.

A 100% wholly owned subsidiary in Canada engaged in sales marketing and distributionof antioxidants food ingredients blends formulations etc. in USA and Canada.

CFS North America LLC.

A 100% wholly owned subsidiary in USA engaged in sales marketing and distribution ofantioxidants food ingredients blends formulations etc. in North America.

CFS Antioxidantes de Mexico SA de C.V.

A 100% owned subsidiary of the Company incorporated for acquisition of Dresen QuimicaSAPI de C.V. in Mexico.

CFS International Trading (shanghai) Ltd.

On 15th April 2016 a 100% wholly owned subsidiary CFS International Trading(Shanghai) Ltd. was incorporated in China (Shanghai) pilot free trade zone to manufactureand deal in speciality chemicals.

Dresen Quimica S.A.P.I. de C.V.

On 04th May 2016 our subsidiary CFS Antioxidantes De Mexico S.A. de C.V. Mexicoacquired 65% stake in Dresen Quimica S.A.P.I. de C.V. Mexico along with its groupcompanies viz. Industrias Petrotec de Mxico S.A. de C.V. Mexico; Nuvel S.A.C. Peru;Britec S.A. Guatemala Inovel S.A.S. Colombia and Grinel S.A. Dominican Republic.

On 22nd March 2017 Chemolutions Chemicals Limited (CCL) allotted 6267003(Sixty Two Lakhs Sixty Seven Thousand and Three) equity shares on preferential basis tothe Company. Post allotment the shareholding of Company in CCL was 94.08% and CCL becamethe subsidiary of the Company. CCL inter alia deals in specialty chemicals and is alsoengaged in third party contract manufacturing/job-work. CCL is having its registeredoffice in Mumbai and its plant at Tarapur Maharashtra.

During the year under review your Company has entered into a Share Purchase Agreementto acquire (either through itself or its subsidiaries/group companies) 51% stake in anentity in China namely Ningbo Wanglong Flavors and Fragrances Company Limited which shallbe subject to certain conditions being fulfilled prior to the said acquisition andregulatory approvals. The said acquisition can also be through the Company's subsidiariesand/or group companies.

The statement containing the salient features of Company's Subsidiaries and AssociateCompanies under the first proviso of section 129(3) forms the part of the financialstatements.

As decided by the Board of Directors at its meeting held on 19th May 2017 the copiesof Audited Financial Statements of the Subsidiaries have not been attached to the AnnualAccounts of the Company. These documents will however be made available upon request byany member of the Company and also shall be available for inspection at the registeredoffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting.

The Policy for Determining Material Subsidiaries is disclosed on the Company's websiteand the weblink for the same is http://www.camlinfs.com/IR.php.

Directors

Mr. Ajit S. Deshmukh and Mr. Dilip D. Dandekar are retiring by rotation and beingeligible offer themselves for reappointment. You are requested to appoint them.

Renewal of appointment of Mr. Dattatraya R. Puranik Executive Director & CFO forthe period 01st August 2016 to 31st July 2019 was approved by the members at theprevious Annual General Meeting held on 10th August 2016. In view of the succession plansof the Company Mr. Santosh Parab a Fellow Member of Institute of Chartered Accountantsof India was appointed as Senior Vice President – Finance Accounts and Taxation on01st December 2015. Mr. Santosh Parab was promoted and designated as Chief FinancialOfficer (CFO) of the Company w.e.f. 10th February 2017 on re-designation of Mr. D. R.Puranik as Executive Director.

On 10th April 2017 the Company received the letter of resignation from Ms. LeenaDandekar Executive Director tendering her resignation from the directorship on personalgrounds. Mr. D. R. Puranik also resigned on 19th May 2017 from directorship on personalgrounds. The Board took the note of the same and placed on record its appreciation for theservices rendered by them during their tenures as ‘Executive Directors'.

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR 2015) particulars of Directors seeking reappointment at theensuing Annual General Meeting have been given under Corporate Governance Report.

None of the Directors are disqualified from being appointed as Directors as specifiedin Section 164 of the Companies Act 2013.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

The details of familiarisation programmes held for the directors are disclosed on theCompany's website and the weblink for the same is http://www.camlinfs.com/IR.php.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI LODR 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees.

The board's performance for the current year was assessed on the basis of participationof directors quality of information provided/available quality of discussion andcontribution etc. A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering the aforesaid aspects of the Board'sfunctioning. The overall performance of the Board and Committee's of the Board was foundsatisfactory.

The overall performance of Chairman Executive Directors and the Non-executiveDirectors of the Company was found satisfactory. The review of performance was based onthe criteria of performance knowledge analysis quality of decision making etc.

Nomination and Remuneration Policy and Evaluation criteria of Independent Directors

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration and evaluation criteria for performanceevaluation of Independent Directors. The Nomination and Remuneration Policy and evaluationcriteria of Independent Directors have been provided under Corporate Governance Report.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of statutoryauditor and the internal auditor corrective actions are undertaken in the respectiveareas and thereby strengthening the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Directors' Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Companies Act 2013 (the"Act") with respect to Directors' Responsibility Statement it is herebyconfirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) the directors have 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 ended31st March 2017 and of the profit and loss of the Company for the year ended on thatdate;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Meeting of Board and Committees of Directors

During the year 5 (five) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of the same along with other Committee's of Board are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

Auditors

M/s. B. K. Khare and Co. Chartered Accountants (Firm Registration No. 105102W) retireas Statutory Auditors at the conclusion of the ensuing Annual General Meeting. The AuditCommittee and the Board have placed on record their appreciation for the professionalservices rendered by them and their long association with the Company as its auditors.

Pursuant to Section 139 of the Companies Act 2013 the Board of Directors on therecommendation of the Audit Committee has proposed to appoint M/s. Kalyaniwalla &Mistry LLP Chartered Accountants (Firm Registration No. 104607W/W100166). M/s.Kalyaniwalla & Mistry LLP have informed their willingness and the Company havereceived a letter confirming to the effect that if appointment as Statutory Auditors ismade would be within the limits prescribed u/s 141 of the Companies Act 2013.

Members are requested to consider and appoint M/s. Kalyaniwalla & Mistry LLPChartered Accountants as the Statutory Auditors of the Company from the ensuing AnnualGeneral Meeting till the conclusion of 29th Annual General Meeting.

Auditors' Report

The observations made in the Auditors' Report are self-explanatory and do not call forany further comments u/s 134(3)(f) of the Companies Act 2013.

Reporting of Frauds

There have been no instances of fraud reported by the statutory auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. JHR & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as Annexure B. The findings of the Secretarial Audit were entirelysatisfactory.

Cost Audit

As per the Companies (cost records and audit) Rules 2014 the requirement for costaudit is not applicable to a Company whose revenue from exports in foreign exchangeexceeds seventy-five per cent of its total revenue.

Since the Company's revenue from exports in foreign exchange exceeds seventy-fiveper cent of its total revenue Cost Audit is not applicable to the Company.

Particulars of employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Financial Statements are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

Corporate Social Responsibility (CSR)

Company operates CSR Policy in the areas of promoting healthcare education includingspecial education and employment enhancing vocation skills especially among children thedifferently abled tribal communities and measures for reducing inequalities faced bysocially and economically backward classes.

The projects identified and adopted are as per the activities included and amended fromtime to time in Schedule VII of the Companies Act 2013. The Company endeavors to make CSRa key business process for sustainable development and welfare of the needy sections ofthe society.

During the Financial Year 2016-17 the Company has spent entire amount of Rs 72.15lakhs towards CSR activities through various trusts and NGO's operating in the said areas.

The Annual Report on CSR activities forming part of this Board's report is annexedherewith as Annexure- C.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. The objective of the Policy is to explain and encouragethe directors and employees to raise any concern about the Company's operations andworking environment including possible breaches of Company's policies and standards orvalues or any laws within the country or elsewhere without fear of adverse managerialaction being taken against such employees.

The Whistle Blower Policy is disclosed on the Company's website and the web link forthe same is http://www. camlinfs.com/IR.php.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Financial Statements.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year and asdisclosed in the Financial Statements were on an arm's length basis and were in theordinary course of business. There were no materially significant related partytransactions made by the Company with Promoters Directors and Key Managerial Personnelwhich may have a potential conflict with the interest of the Company at large.Accordingly 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 to your Company.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and the weblink for the same is http://www.camlinfs.com/IR.php.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

As required by the Companies (Accounts) Rules 2014 the relevant informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgoings respectively is given in the Annexure- D to this report.

Risk Management Policy

The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing / mitigating the same.

Your Company has institutionalized the process for identifying minimizing andmitigating risks which is periodically reviewed. Some of the risks identified and beenacted upon by your Company are: Securing critical resources; ensuring sustainable plantoperations; ensuring cost competitiveness including logistics; completion of CAPEX;maintaining and enhancing customer service standards and resolving environmental andsafety related issues.

Significant and Material Orders passed by the Regulators/ Courts if any

During the year under review there were no significant or material orders passed bythe Regulators or Courts or Tribunals which would impact the going concern status of yourCompany and its future operations.

However the Company's manufacturing unit situated at Plot D- 2/3 M.I.D.C. TarapurDistrict Palghar was been directed by the Regional Officer Maharashtra Pollution ControlBoard (M.P.C.B.) vide letter no. M.P.C.B./ROT/CD/617 dated 25th April 2017 to close downthe manufacturing activities of the aforesaid unit for violation of consent conditions(consent granted u/s. 26 of Water (P&CP Act) 1974 and u/s. 21 of Air (P&CP Act)1981).

The Regional Officer of M.P.C.B. vide letter no. M.P.C.B./ ROT/Restart/C-708 dated 16thMay 2017 gave conditional consent to restart the manufacturing activities of theCompany's unit situated at Plot D- 2/3 M.I.D.C. Tarapur District Palghar Maharashtraand simultaneously the manufacturing activities in the said unit were restarted. This didnot had any material impact on the Company's working.

Sexual Harassment of Women at Workplace:

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. During the year under review no case ofsexual harassment was reported.

Corporate Governance

As required under Regulation 27 of SEBI LODR 2015 a detailed Report on CorporateGovernance is given as a part of Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard. The Certificate of thecompliance with Corporate Governance requirements by the Company issued by the PracticingCompany Secretaries is attached to the Report on Corporate Governance.

Management Discussion and Analysis

A detailed review of the operations performance and future outlook of the Company andits business is given in the Management's Discussion and Analysis Report which forms apart of this report.

Extract of the annual return

Pursuant to section 92(3) of the Companies Act 2013 the extract of the annual returnin Form No. MGT – 9 forms part of this Board's report and is enclosed as Annexure- E.

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by theemployees of the Company in helping it reach its current growth levels. Your Directorsplace on record their appreciation for the support and assistance received from theinvestors customers vendors bankers financial institutions business associatesregulatory and governmental authorities.

For & On behalf of the Board
Dilip D. Dandekar Ashish S. Dandekar
Chairman Managing Director
Place : Mumbai
Dated : 19th May 2017

ANNEXURE A TO DIRECTORS' REPORT

DISCLOSURES PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEEBENEFITS) REGULATIONS 2014.

The Company granted options to its eligible employees under "Camlin Fine SciencesEmployees Stock Option Scheme 2014" (ESOS 2014) approved vide Shareholdersresolution dated 4th August 2014. The details of the scheme is given in notes theFinancial Statements and other details of the scheme are summarised below:

ESOS - 2014
a Options granted 1638000
b Options outstanding at the beginning of the year 1285500
c Exercise price Rs 67/- plus applicable taxes as may be levied on the Company.
d Option vested 1638000
e Options exercised during the year 524240
F Total number of shares arising as a result of exercise of these options 524240
G Option lapsed / expired / forfeited 85500
H Variation in terms of option --
I Money realized by exercise of these options Rs 35124080
J Employee-wise details of options granted to
1. Key Managerial Personnel / Director / Senior Management Mr. D. R. Puranik – 40000
Mr. A. S. Dukane – 40000
Mr. M. A. Jose - 40000
2. Any other employee who received a grant in any one year of options amounting to 5% or more of options granted during the year. None
3. Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. None
K Diluted earning per share (EPS) pursuant to the issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 ‘earning per share'. 0.00

The company has adopted intrinsic value method in accounting for employee cost onaccount of ESOS. The intrinsic value of the shares is based on the latest availableclosing market price prior to the date of meeting of the board of directors in which theoptions were granted on the stock exchange in which the shares of the company are listed.The difference between the intrinsic value and the exercise price is being amortised asemployee compensation cost over the vesting period.

The total expense charged to the statement of profit and loss in respect of the optionsgranted aggregated Rs Nil lakh (previous year Rs 3.69 lakh).

Had the fair value method of accounting for options been followed the net profit forthe year would have been lower by

Rs 49.72 lakh (previous year Rs 233.91 lakh).

For & On behalf of the Board
Place : Mumbai Dilip D. Dandekar Ashish S. Dandekar
Dated : 19th May 2017 Chairman Managing Director

The Members

Camlin Fine Sciences Limited Plot No. F11/12 WICEL Opp. SEEPZ Main gate CentralRoad Andheri (E) Mumbai - 400093

Our Secretarial Audit Report of even date for the Financial Year 2016-2017 is to beread along with this letter.

Management's Responsibility:

1. It is the responsibility of the management of the Company to maintain secretarialrecords devise proper systems to ensure compliance with the provisions of all applicablelaws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility.

2. Our responsibility is to express an opinion on these secretarial records systemsstandards and procedures based on our audit.

3. Wherever required we have obtained the management's representation about thecompliance of laws rules and regulations and happening of events etc.

Disclaimer:

4. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For JHR & Associates

Company Secretaries

J. H. Ranade

(Partner)

Place: Thane FCS: 4317 CP: 2520
Date: 18th May 2017

ANNEXURE D TO DIRECTORS' REPORT

PARTICULARS PURSUANT TO SECTION 134 (3) (m) OF THE COMPANIES ACT 2013 READ WITHCOMPANIES (ACCOUNTS) RULES 2014.

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A. CONSERVATION OF ENERGY

(i) the steps taken on conservation of energy;

Energy conservation measures taken:

The major steps taken towards energy conservation were the installation of; i. SteamGeneration Equipment. ii. Shift from Light Diesel Oil (LDO) to Furnace Oil (FO). iii.Additional accessories to Boiler System iv. Installation of biomass resources forgeneration of thermal energy.

(ii) the steps taken by the Company for utilising alternate sources of energy;Additional investments for installation of biomass resources for generation of thermalenergy are envisaged. Steps are also taken to introduce improved operational methodsrationalization and better methods of lighting aimed to save consumption of power andfuel.

(iii) the capital investment on energy conservation equipments; (iv) impact of theabove matters: As a result of measures taken enumerated above further economy inconservation of energy coupled with reduction in cost of production shall be possible.Necessary measures are taken to make the change clean and environmental friendly byinstallation of additional accessories to Boiler System.

Substantial savings in steam generation cost will be felt due to the substitution offurnace oil with biomass resources.

B. TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption; The Company's R & D Laboratoryis recognised by the Department of Scientific & Industrial Research Government ofIndia where continuous efforts are made to innovate new products and improve the qualityof Fine Chemicals and products manufactured /procured by the Company and to make themanufacturing process safe cost effective and environment friendly.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; Technology innovations and improvements undertaken at theLaboratory scale have been successfully absorbed at plant level. These efforts shallbenefit the Company in increasing sales reducing cost and improving quality and scale ofthe production. The Company is heading towards global leadership in food gradeantioxidants.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- NIL

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed; (d) if not fully absorbed areas whereabsorption has not taken place and the reasons thereof; and (iv) the expenditure incurredon Research and Development.

(Rs in Lakhs)
2016-2017 2015-2016
4. Expenditure on R&D
a) Capital 3.40 177.53
b) Recurring 255.59 210.08
c) Total 258.99 387.61
d) Total R&D Expenditure 0.77% 0.93%
as a Percentage of total
turnover

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs in Lakhs)
2016-2017 2015-2016
Foreign exchange outgo 16026.40 22314.65
Foreign exchange earned 23133.18 32646.27

 

For & On behalf of the Board
Dilip D. Dandekar Ashish S. Dandekar
Chairman Managing Director
Place : Mumbai
Dated : 19th May 2017