Your Directors are pleased to present the 44th Annual Report on business andoperations of your company together with the Audited Accounts for the year ended 31stMarch 2016.
1. FINANCIAL RESULTS:
The Financial performance of the Company for the year ended 31st March 2016is summarized below:
| || ||(Rs. In Lakh) |
|Particulars ||Year Ended on 31.03.2016 ||Year Ended on 31.03.2015 |
|Sales and Other Income ||35318.51 ||35683.57 |
|Profit before Interest Depreciation and Tax ||5280.09 ||4633.60 |
|Deduction || || |
|Interest ||946.36 ||1061.72 |
|Depreciation ||941.88 ||877.87 |
|Provision for Income Tax and Deferred Tax ||1123.21 ||853.12 |
|Income Tax for earlier year ||- ||(84.75) |
|Net Profit after Tax ||2268.64 ||1925.64 |
|Add: Balance brought forward from last year ||8074.78 ||6296.65 |
|Profit available for appropriation ||10343.42 ||8222.29 |
|Your Directors recommend following Appropriation: || || |
|General Reserve ||- ||_ |
|Proposed Dividends ||77.01 ||77.01 |
|Corporate Tax on Proposed Dividend ||15.68 ||15.68 |
|Balance carried to Balance Sheet ||10250.73 ||8074.78 |
2. OPERATIONAL PERFORMANCE/STATE OF COMPANYS AFFAIRS:
Financial Year (FY) 2015-16 was a significant year in your Companys lifecycle.The Company earned a Profit after tax of Rs.2268.64 lakh as against Rs.1925.64 lakh forthe previous year thereby registering a growth of 17.81%.
As a result of increase in the profit the Earning per share(EPS) increased fromRs.37.51 in the previous year to Rs.44.19 in the year under review.
The Companys sales revenue during the year decreased by 1.16% from Rs.35505.74lakh (previous year) to Rs.35091.76 lakh.
The net worth of your Company increased to Rs.15567. 74 lakh at the end of the fiscalyear 2016 from Rs.13391.79 lakh at the end of fiscal year 2015 thereby registering agrowth of 16.25%.
Your Company performed well during the year by efficiently managing the resourceswhich resulted into improved performance and increase in profit. Despite decrease in thesales revenue the Company managed to register a growth of 17.81% in profit after tax dueto reduction in raw material costs and better sales realization.
Pursuant to the provisions of Section 391-394 of the Companies Act 1956 and otherrelevant provisions of the Companies Act 2013 your Company had filed the draft Scheme ofAmalgamation of the Company with Oriental Aromatics Limited ("OAL")with BSELimited. Your Directors are pleased to inform that BSE Limited has issued a no observationletter on 19th July 2016.
Further the Regional Director North Western Region Ahmedabad on 27th July2016 has passed an order confirming the alteration of the Memorandum relating to thechange of place of the registered office from the State of Gujarat to the State ofMaharashtra.
3. SHARE CAPITAL:
There was no change in the Companys share capital during the year under review.The Companys paid up equity share capital remained at Rs.51336740/- comprising of5133674 equity shares of Rs. 10 each.
Your Company is rewarding its shareholders by way of consecutive dividends consideringthe consistent financial performance of your Company and promising future prospects whileretaining capital to maintain a healthy Capital
Adequacy Ratio to support future growth. Your Directors have recommended a dividend ofRs.1.5/- per share(15%) on 5133674 Equity shares of face value of Rs.10/- each for theFY 2015-16 ( Rs.1.5/- per share (15%) in the previous year) subject to the approval ofmembers at the 44th Annual General Meeting.
Total cash outflow on account of dividend payments including dividend distribution taxwill be Rs. 92.69 lakh for the FY 2015-16.
5. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013:
During the year under review your Company has not accepted any Deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
The Company has 5 deposits of Rs.180000/- (Rupees One lakh eighty thousand only) ason 31st March 2016 which have remained unclaimed. The amount remainingunclaimed for a period of 7 years from the due date of maturity shall be transferred toInvestor Education Protection Fund (IEPF) in terms of the provisions of the Companies Act2013.
6. MATERIAL CHANGES:
Following material change and commitment affecting the financial position of theCompany has occurred between the end of the financial year of the Company to which thisreport relates and the date of the report:
Scheme of Amalgamation:
The Board on the recommendation of the Audit Committee at its meeting held on 4thApril 2016 approved the draft Scheme of Amalgamation of Oriental Aromatics Limited ("OAL")with Camphor and Allied Products Limited ("CAPL"/"the Company")and their respective shareholders and creditors in terms of provisions of Section391-394 of the Companies Act 1956 and other relevant provisions of the Companies Act2013 as may be applicable ("Scheme") which is subject to obtaining allrequisite approvals and subject to the sanction by the Honble High Court.
BSE Limited on 19th July 2016 has issued a No Observation letter the samehas also been uploaded on the website (www.camphor-allied.com) of the Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review no orders have been passed by the Regulators / Courtswhich would impact the going concern status of the Company and its future operations.
8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Companys Internal Control System commensurate with the size scale andcomplexity of its business operations. Your Company has maintained a proper and adequatesystem of internal controls. 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 internalauditor corrective actions are undertaken in the respective areas and therebystrengthening the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.
9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
There were no loans given investments made guarantees given or securities provided bythe Company covered under Section 186 of the Companies Act 2013.
10. RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the FY 2015-16 were onarms length basis and in the ordinary course of business.
The policy on dealing with Related Party Transactions as approved by the Board isuploaded on the Companys website http://www.camphor-allied.com/RPT%20policy.pdfParticulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as"Annexure-A" to the Directors Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board comprises of 8 (eight) Directors out of which 4(four) are IndependentDirectors.
b. RETIREMENT BY ROTATION:
In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Dharmil A. Bodani (DIN: 00618333) Managing Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
The proposal regarding the re-appointment of the aforesaid Director is placed for yourapproval. The Board of Directors recommends his re-appointment.
c. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of Companyconfirming that they meet with the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
d. NUMBER OF MEETINGS OF THE BOARD:
During the year 4 (four) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act2013.Detailed information on the meetings of the Board and Committees are included in theCorporate Governance Report which forms part of this Annual Report.
e. FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Company has set Familiarisation Programme for Independent Directors with regard totheir roles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The details of which areavailable on the website of the Company (www.camphor-allied.com).
f. BOARD EVALUATION:
In terms of the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a structured questionnaire was prepared aftertaking into consideration the various aspects of the Board functioning like composition ofthe Board and its committees culture execution and performance of Specific dutiesobligations and governance.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairperson and the Non Independent Directors wascarried out by Independent Directors.
g. KEY MANAGERIAL PERSONNEL:
Ms. SwetaPandey Company Secretary and Compliance Officer of the Company resigned w.e.f12th February 2016 and Ms. Kiranpreet Gill has been appointed as CompanySecretary and Compliance officer of the Company w.e.f. 4th April 2016.
12. CORPORATE GOVERNANCE
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Companys Auditors confirming compliance forms a part ofthis Annual Report as per SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
13. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under the provisions of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 forms part of thisAnnual Report.
14. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 yourDirectors hereby state and confirm that:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there have been no material departures.
2. Such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent to give a true and fair viewof the Companys state of affairs as at March 31 2016 and of the Companysprofit for the year ended on that date.
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The annual financial statements have been prepared on a going concern basis
5. That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
6. Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
15. DISCLOSURES RELATED TO POLICIES:
a. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to Section 135 of the Companies Act 2013 and the Rules made there under theBoard of Directors has constituted the Corporate Social Responsibility (CSR) Committeeunder the Chairmanship of Mr. Shyamal A.Bodani Executive Director.
The projects are identified and adopted as per the activities included and amended fromtime to time in Schedule VII of the Companies Act 2013. Accordingly the Company operatesCSR Policy in the areas of promoting educational facilities for the students havinglearning disabilities.
The Corporate Social Responsibility Policy recommended by the CSR Committee of theDirectors has been approved by the Board of directors of the Company. The same isavailable on the website of the Company i.ehttp://www.camphor-allied.com/Capl_CSR%20policy.pdf and is also attached to this report as"Annexure- B". During the Financial Year 2015-16 the Company has spent entireamount of Rs.54 lakh towards the CSR initiatives. The disclosure relating to the amountspent on Corporate Social Responsibility activities of the Company for the financial yearended 31st March 2016 is attached to this report as "Annexure-C".
b. NOMINATION AND REMUNERATION POLICY:
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 as recommended by the Nomination andRemuneration Committee is duly approved by the Board of Directors of the Company. TheNomination and Remuneration Policy of the Company is attached to this Report as"Annexure- D".
c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism / 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 report genuine concerns or grievances about unethicalbehavior actual or suspected fraud or violation of the companys Code of Conduct orEthics Policy.
The Vigil Mechanism may be accessed on the Companys website at the link:http://www.camphor-allied.com/ VigilMPol.pdf
d. RISK MANAGEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 the Company hasalready in place a Risk Management Plan.
The Company has a robust Business Risk Management framework to identify and evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance your Companys competitiveadvantage.
The business risk framework defines the risk management approach across the enterpriseat various levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level. The Company has adopted risk management policy.
16. AUDITORS AND AUDITORS REPORTS:
a. STATUTORY AUDITORS:
At the Companys 42nd Annual General Meeting held on 26thSeptember 2014 M/s Lodha & Co. Chartered Accountants Mumbai (Firm registration No.301051E) were appointed as Companys Statutory Auditors for 4 years to hold officetill the conclusion ofthe46 th Annual General Meeting subject to ratification by themembers at every Annual General Meeting until the expiry of the period of originalappointment.
Therefore in terms of the provisions of Section 139 (1) of the Companies Act 2013the ratification of the appointment of statutory auditors is being sought from the membersof the Company at ensuing AGM.
The Company has received a certificate from the Auditors to the effect that if they arereappointed it would be in accordance with the provisions of the Section 141 of theCompanies Act 2013.
The Auditors Report to the shareholders for the year under review does not contain anyqualification.
b. SECRETARIAL AUDITOR:
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 hadappointed M/s. Shreyans Jain & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the FY 2015-16. The Report of the Secretarial Auditcarried out is annexed herewith as "Annexure E".
The Secretarial Audit report as issued by the auditors in Form MR-3 does not containany observation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies
The Board at its meeting held on May 27 2016 has on the recommendation of the AuditCommittee re-appointed M/s. Shreyans Jain & Co. Practicing Company Secretaries asSecretarial Auditor for conducting Secretarial Audit of the Company for FY2016-17.
c. COST AUDITOR:
Pursuant to the provisions of Section 148(2) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board had appointed M/s N.Ritesh & Associates Cost Accountants as cost auditors to conduct the audit of Costaccounting records for the FY 2015-16.
The Cost Audit report for the FY 2014-15 was filed with Ministry of Corporate Affairson 9th October 2015.
The Board at its meeting held on May 27 2016 has on the recommendation of the AuditCommittee appointed M/s V. J. Talati & Co. Cost Accountants to conduct the audit ofthe cost accounting records of the Company for FY 2016-17 at a remuneration of Rs.130000/-(Rupees One lakh thirty thousand only)plus Service Tax & reimbursement ofout of pocket expenses. The remuneration is subject to the ratification of the Members interms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014and is accordingly placed for your ratification.
The Companys buildings plant and machinery and inventories have been adequatelyinsured. Loss of profit with respect to both factories has also been adequately insured.
18. ENVIRONMENTAL COMPLIANCE AND SAFETY:
Your Company gives great importance to pollution control and environment protection andefforts are made at each stage of manufacture to maximize recovery conserve water and tominimize effluents and emissions. As required by the local authorities the Company submitsnecessary analytical reports. Environment Audit is conducted on regular basis and reportsare submitted to the concerned authorities.
19. LISTING OF SECURITIES:
Your Companys Equity Shares are listed at BSE Limited. The Shares are undercompulsory dematerialization list of the Securities & Exchange Board of India. As on31st March 2016 total 45 44694 shares representing 88.53 % of CompaniesEquity Share Capital have been dematerialized. The Company has paid Annual Listing feesfor the FY 2016-17 to the BSE Limited.
20. INDUSTRIAL RELATIONS:
The relations with the employees of the Company remained peaceful and cordial duringthe year under review.
21. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the FY ended 31st March 2016 made under the provisions ofSection 92(3) of the act in form MGT 9 is attached as Annexure-"F"which formspart of this report.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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- G" to this report.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the details are not required to be annexed since none of the employees aredrawing remuneration more than the specified limits during the Disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached herewith as Annexure-"H".
Your Directors state that during the year under review there were no complaintspursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review your Company has transferred a sum of Rs.312366/-(Rupees Three lakh twelve thousand three hundred sixty six only) to Investor Education andProtection Fund in compliance with the provisions of the Companies Act 2013. The saidamount represents dividend for the FY 2007-08 which remained unclaimed by the members ofthe Company for a period exceeding 7 years from its due date of payment.
25. GREEN INITIATIVE:
Your Company has considered and adopted the initiative of going green minimizing theimpact on the environment.
The Company has been circulating the copy of the Annual Report in electronic format toall those members whose email addresses are available with the Company. Your Companyappeals other Members also to register themselves for receiving Annual Report inelectronic form.
Your Directors take this opportunity to express their deep and sincere gratitude to thecustomers and shareholders/ investors for their confidence and patronage as well as tothe vendors bankers financial associates regulatory and governmental authorities fortheir co-operation support and guidance. Your Directors would like to express a deepsense of appreciation for the support extended by the Companys unions and commitmentshown by the employees in its continued robust performance on all fronts.
| ||For and on Behalf of the Board |
| ||Chandrika A. Bodani ||Dharmil A. Bodani |
|Place: - Mumbai ||Executive Chairperson ||Managing Director |
|Date: - 12th August 2016 ||DIN: 00618298 ||DIN: 00618333 |
CSR POLICY OF THE COMPANY
The concept of Corporate Social Responsibility has gained prominence from all avenues.Organizations have realized that Government alone will not be able to get success in itsendeavour to uplift the downtrodden of Society with the rapidly changing Corporateenvironment more functional autonomy etc. Camphor & Allied Products Limited (CAPL)has adopted CSR as a strategic tool for sustainable growth. For Camphor & AlliedProducts Limited (CAPL) in the present context CSR means not only investment offunds for social activity but also integration of Business Process with Social Process.
Terms of Reference:
Reference within these terms of reference to:
"AGM or Annual General Meeting shall mean any annual general meeting of theCompany.
"the Board" shall mean the board of directors of the Company.
"the Committee" shall mean the Corporate Social ResponsibilityCommittee.
"the Nomination Committee" shall mean the Nomination Committee of theCompany.
The role of the Committee is to assist the Board in obtaining assurance thatappropriate systems are in place to deal with the terms of CSR Policies.
1.1 Areas to be Covered (CSR Activities/Programmes)
The Company covers "Educational Activities" in compliance with Schedule VII(ii) of the Companies Act 2013 promoting education including special educationand employment enhancing vocation skills especially among children women elderly anddifferently abled and livelihood enhancement projects.
The Company is implementing such activities by contributing in Non-Profit makingCompany Keshavlal V. Bodani Education Foundation section 25 Company registered underCompanies Act 1956 incorporated on 11th October 2010 with the objective ofpromoting and undertaking social activities by establishing and functioning ofinstitutions engaged in providing education therapeutic/rehabilitation services andresearch for children and adults with and without disabilities.
Every year the CSR Committee will place for the Boards approval a CSR Plandelineating the CSR Programmes to be carried out during the financial year and thespecified budgets thereof. The Board will consider and approve the CSR Plan with anymodification that may be deemed necessary At the end of every financial year the CSRCommittee will submit its report to the Board.
1.4 CSR Expenditure
CSR expenditure will include all expenditure direct and indirect incurred by theCompany on CSR Programmes undertaken in accordance with the approved CSR Plan. Moreoverany surplus arising from any CSR Programmes shall be used for CSR. Accordingly any incomearising from CSR Programmes will be netted off from the CSR expenditure and such netamount will be reported as CSR expenditure.
2 Membership of CSR Committee
2.1 Members of the Committee shall be appointed by the Board on the recommendation ofthe Nomination Committee and shall be made up of at least 3 Directors including atleastone Independent Director.
2.2 Appointments to the Committee shall be for a period of up to three years which maybe extended for two further three-year periods provided the director remains independent.
2.3 The Board shall appoint the Committee Chairman who shall be a director of theCompany.
In the absence of the Committee Chairman and/or an appointed deputy the remainingmembers present shall elect one of their members present to chair the meeting.
2.4 Only members of the Committee have the right to attend Committee meetings. Howeverother individuals such as other directors may be invited to attend all or part of anymeeting as and when appropriate.
2.5 The Committee shall engage specialists with appropriate technical expertise to bemembers of and/or attend meetings of the Committee on a regular basis.
2.6 Only members of the Committee are entitled to vote at meetings of the Committee.
2.7 Initial members of the Committee shall be:
(i) Mr. Shyamal A. Bodani as Chairman;
(ii) Mr. Harshvardhan Piramal as Member and
(iii) Ms. Amruda Nair as Member
The Company Secretary or his/her nominee shall act as the Secretary of the Committee.
The quorum necessary for the transaction of business shall be 2 members. A dulyconvened meeting of the Committee at which a quorum is present shall be competent toexercise all or any of the authorities powers and discretions vested in or exercisable bythe Committee.
5 Frequencies of Meetings
The Committee shall meet at least once a year and otherwise as required. Ad-hocmeetings may be held from time to time.
6 Notices of Meetings
6.1 Meetings of the Committee shall be summoned by the Secretary of the Committee atthe request of any of its members.
6.2 Unless otherwise agreed notice of each meeting confirming the venue time and datetogether with an agenda of items to be discussed shall be forwarded to each member of theCommittee any other person required to attend and all other directors before the date ofmeeting. Any of those persons shall be entitled to request that items may be added to theagenda for discussion. Supporting papers shall be sent to Committee members and to otherattendees as appropriate at the same time.
7. Minutes of Meetings
7.1 The Secretary of the Committee shall minute the proceedings and resolutions of allmeetings of the Committee including recording the names of those present and inattendance.
7.2 Minutes of Committee meetings shall be circulated promptly to the Chairman of theCommittee in the first then all members of the Committee and once agreed shall bepromptly circulated to all members of the Board.
8. Annual General Meeting
The Chairman of the Committee shall attend the Annual General Meeting and should beprepared to respond to any shareholder questions on the Committees activities.
9. Functions of CSR Committee
The Committee should carry out the below functions for the Company:
9.1 To consider and propose an Annual Budget for CSR Activities to the Audit Committeeand Board for approval 9.2 To evaluate the effectiveness of policies and recommend theamount of expenditure to be incurred on such CSR activities
9.3 To review the results of implemented policies in terms of educational activitiesand review any strategies and action plans developed by management in response to issuesraised and where appropriate make recommendations to the Board concerning the same.
9.4 To ensure that the Companys website communicates and reports its CSR approachand performance in a timely complete and coherent manner; 9.5 The Committee shall haveaccess to sufficient resources in order to carry out its duties including access toprofessional technical expertise in the areas within its remit and the assistance of theCompany Secretary as required.
9.6 The Committee should consider such other matters as the Board may from time to timerefer to it.
10. Reporting Responsibilities
10.1 The Committee Chairman shall report formally to the Board on its proceedings aftereach meeting on all matters within its duties and responsibilities.
10.2 The Committee shall make whatever recommendations to the Board it deemsappropriate on any area within its remit where action or improvement is needed.
10.3 The Committee shall make a statement in the annual report about its activities
The Committee is authorised to obtain at the Companys expense outside legal orother professional advice on any matters within its terms of reference and secure theattendance at its meetings of outsiders with relevant experience and expertise if itconsiders this necessary.
The above guidelines would form the framework around which the CSR activities would beundertaken.
CSR Committee will review the Policy from time to time based on regulatory requirementsand changing needs and aspirations of target beneficiaries and make suitablemodifications as may be necessary.
Approved by the Board of Directors of the Company on 29th May 2014.
NOMINATION AND REMUNERATION POLICY
In pursuance of the Companys policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company and in terms of the provisions of the Companies Act 2013 and thelisting agreement as amended from time to time this policy on nomination and remunerationof Directors Key Managerial Personnel and Senior Management has been formulated by theCommittee and approved by the Board of Directors. The objective and purpose of this policyis:
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
To determine remuneration based on the Companys size and financialposition and trends and practices on remuneration prevailing in peer companies in thechemical industry.
To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.
To provide them reward linked directly to their effort performance dedicationand achievement relating to the Companys operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage. In the context of theaforesaid criteria the following policy has been formulated by the Nomination andRemuneration Committee and adopted by the Board of Directors at its meeting held on 29thMay 2014.
This policy shall be effective from 1st April 2014.
Constitution of the Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of following Directors:
1. Mr. Harshvardhan Piramal Chairman (Independent Non Executive Director)
2. Mr. Prakash Mehta Member (Independent Non Executive Director)
3. Mr. Ranjit Puranik Member (Independent Non Executive Director)
The Board has the power to reconstitute the Committee consistent with theCompanys policy and applicable statutory requirement.
Board means Board of Directors of the Company.
Directors mean Directors of the Company.
Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.
Company means Camphor and Allied Products Limited.
Independent Director means a director referred to in Section 149 (6) of theCompanies Act 2013.
Key Managerial Personnel (KMP) means:
(i) Executive Chairman and / or Managing 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 ChiefExecutive Officer (CEO) of any unit / division or Vice President including Vice Presidentof any unit / division of the Company. Unless the context otherwise requires words andexpressions used in this policy and not defined definedin the Companies Act hereinbut2013 as may be amended from time to time shall have the meaning respectively assigned tothem therein.
The Policy is applicable to
Directors (Executive and Non-Executive)
Key Managerial Personnel (KMP)
Senior Management Personnel
This Policy is divided in three parts:
Part A covers the matters to be dealt with and recommended by theCommittee to the Board
Part B covers the appointment and nomination and
Part C covers remuneration and perquisites etc.
The key features of this Companys policy shall be included in the BoardsReport.
MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE
The Committee shall:
Formulate the criteria for determining qualifications positive attributes andindependence of a director.
Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.
Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
Term / Tenure:
1. Managing Director/Whole-time Director:
- The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
2. Independent Director:
- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Boards report.
- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL
1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Companies Act 2013 and therules made thereunder.
3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in general meeting as the case may be.
Remuneration to Whole-time / Executive / Managing Director KMP and Senior ManagementPersonnel:
1. Fixed pay:
The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites includingemployers contribution to P.F pension scheme medical expenses club fees etc.shall be decided and approved by the Board on the recommendation of the Committee andapproved by the shareholders and Central Government wherever required.
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.
3. Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
Remuneration to Non- Executive / Independent Director:
1. Remuneration / Commission:
The fixed as per the slabs and conditions mentioned in the Articles of remuneration /commission shall be Association of the Company and the Companies Act 2013 and the rulesmade thereunder.
2. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rupees One lakh per meeting of the Board or Committee or such amount asmay be prescribed by the Central Government from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.
4. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.Approved by the Board of Directors of the Company on 29th May 2014.
"ANNEXURE-G" CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
a. Energy Conservation Measures Taken:
The Company continues its policy of giving priority to energy conservation measuresincluding regular review of energy generation consumption and control on utilizationthereof. Some of the measures include:
Efficient control and streamlining of the manufacturing process and propermaintenance of all equipment have been important tools for reduction in conservation ofenergy.
Various process changes and replacement of certain conventional equipment havealso contributed to the Conservation of energy.
Condensate recovery improved to reduce fuel consumption.
Replacing CFL and FTL with LED lamps and lights.
b. The adoption of energy conservation measures indicated above have resulted inoptimum efficiency in operation and saving & controlling in the cost of production.
c. The total energy consumption and consumption per unit of production are as under:
|Particulars || ||2015-2016 ||2014-2015 |
|Electricity || || || |
|i) Units purchased ||Units ||19199746 ||18882501 |
|Total Value ||Rs. (in Lakh) ||1471.87 ||1443.95 |
|Rate per unit ||` ||7.67 ||7.65 |
|ii) Units generated (through Diesel) ||Units ||445920 ||421344 |
|Units per liter of Diesel Oil ||Units ||2.76 ||2.99 |
|Rate per Unit ||` ||24.22 ||25.00 |
|Furnace Oil || || || |
|Quantity ||M. T. ||70.27 ||66.68 |
|Total amount ||Rs. (in Lakh) ||19.45 ||29.11 |
|Average rate per MT ||` ||27.68 ||43.65 |
|High Speed Diesel || || || |
|Quantity ||M. T. ||18.80 ||15.10 |
|Total amount ||Rs. (in Lakh) ||9.79 ||9.22 |
|Average rate per MT ||` ||52072 ||61073 |
|Natural Gas || || || |
|Quantity ||MMBTU ||21472.99 ||20815 |
|Total amount ||` (in Lakh) ||199.43 ||251.94 |
|Average rate per MMBTU ||` ||928.73 ||1210.38 |
|Wood || || || |
|Quantity ||M. T. ||20501.16 ||20555.03 |
|Total amount ||Rs. (in Lakh) ||531.46 ||630.47 |
|Average rate per MT ||` ||2.59 ||3.07 |
|Steam || || || |
|Quantity ||M.T. ||0 ||255 |
|Total amount ||Rs. (in Lakh) ||0 ||6.50 |
|Average rate per MT ||` ||0 ||2550 |
|Coal || || || |
|Quantity ||Kgs. ||9697628.31 ||8780448 |
|Particulars || ||2015-2016 ||2014-2015 |
|Total amount ||Rs. (in Lakh) ||457.88 ||435.14 |
|Average rate per Kg. ||` ||4.72 ||4.96 |
|Consumption per unit of Production || || || |
|Electricity ||Units ||5.07 ||4.62 |
|Furnace Oil ||Kgs. ||0.01 ||0.01 |
|Natural Gas ||Scm ||0.01 ||0.01 |
|Wood ||Kgs. ||2.96 ||3.07 |
|Steam ||MT ||0.00 ||0.000069 |
|Coal ||Kgs. ||2.92 ||2.39 |
B. RESEARCH AND DEVELOPMENT (R&D) AND TECHNOLOGY ABSORPTION
The Companys R&D Centre (Called as Malti Chem Research Centre) at Plot No. 3GIDC Industrial Area Nandesari recognized by Department of Science and IndustryResearch Government of India carries R&D activities for developing technologyscale-up and commercialization of Aroma chemicals and intermediates.
It has well equipped bench scale laboratories to carry out various organic reactions.
It has the facility to carry out high pressure reactions and has various lab scalefractionating columns for separation and also adequate analytical facility to support theresearch work. It has fully equipped pilot plant along with utilities to scale up theprocesses.
a) Specific areas in which R & D carried out by the Company during the financialyear 2015-16
The focused areas of the Companys R&D effort during 2015-16 include:
Improvement of existing process of products by enhancing yields and reducing costs byoptimization of reaction parameters reaction reengineering and implementing costeffective routes of synthesis on continuous basis reduction of effluent and processinvolving continuous operations. These efforts have resulted in improving quality of theproducts and reducing their manufacturing cost.
Development of Processes for new Aroma chemicals
b) Benefits derived as a result of the above R & D:
R& D efforts have helped for improvement in process and operating efficiency;
Development /Commercialization of various Aroma chemicals like Sandal alcohols fromalpha Campholenic aldehyde Isolongifolene based products and some ester group Aromachemicals.
New products are being created to meet both customer needs and new environmentalregulations.
Improved quality of products to fulfill existing in-house demands of customers.
(c) Future plans of Action:
Further improvement in process efficiencies of existing products.
The Company has decided to construct a new Multi Purpose plant at Vadodara site inwhich products developed from R&D will be produced.
The total expenditure for R & D during the year under review is Rs. 130.24 Lakh(Previous year Rs. 159.78 lakhs) of which Rs. 3.30 Lakh (previous year Rs.12.12 Lakh) istowards capital expenditure and Rs. 126.94 Lakh (previous year Rs. 147.66 Lakh) is towardsrevenue expenditure.
C. FOREIGN EXCHANGE EARNING AND OUTGO:
The Company continues to export its various products to Europe USA and othercountries. The quality of the products of the Company is well accepted in these markets.
The information of foreign exchange earnings and outgo is included in Note No. 37 ofNotes on Financial Statements.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
(i) The percentage increase in remuneration of each Director Chief Financial Officerfinancial year 2015-16 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2015-16:
|Sr. No. ||Name of Director/KMP and Designation ||Remuneration of Director/KMP for financial year 2015-16 ||% increase in Remuneration in the Financial Year 2015-16 ||Ratio of remuneration of each Director/ to median remuneration of employees |
| || ||(Rs.in Lakhs) || || |
|1. ||Mrs. Chandrika A. Bodani Executive Chairperson w.e.f 20.01.2015 ||21.90 ||* ||8.23:1 |
|2. ||Mr. Dharmil A. Bodani Managing Director ||80.01 ||0.87 % ||30.05:1 |
|3. ||Mr. Shyamal A. Bodani Executive Director ||25.80 ||NIL ||9.69:1 |
|4. ||Mr. Devendra Singh Raghava Executive Director Operation ||35.54 ||38.07% ||13.35:1 |
|5. ||Mr. Harshvardhan A. Piramal Independent Non-Executive Director ||1.27 ||NIL ||NA |
|6. ||Mr. Prakash V. Mehta Independent Non- Executive Director ||1.65 ||NIL ||NA |
|7. ||Mr. Ranjit A. Puranik Independent Non- Executive Director ||1.40 ||NIL ||NA |
|8. ||Ms. Amruda V. Nair Independent Non-Executive Director ||0.80 ||NIL ||NA |
|9. ||Mr. Girish Khandelwal Chief Financial Officer ||12.68 ||19.29% ||NA |
|10. ||Ms. Sweta Pandey Company Secretary ||4.5 ||** ||NA |
* There is no Percentage increase in Remuneration of Mrs. Chandrika A. Bodani as shewas a Director only for part of the financial year 2014-15 i.e. w.e.f January 20 2015
** There is no Percentage increase in Remuneration of Ms. Sweta Pandey as she was aCompany Secretary only for part of the financial year 2014-15. i.e. w.e.f December 12014
ii) The median remuneration of employees of the Company during the financial year was2.66 Lakhs.
iii) In the financial year there was an increase of 13.48% in the median remunerationof employees;
iv) There were 442 permanent employees on the rolls of Company as on March 31 2016.
v) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015-16 was 17.36% whereas theincrease in the managerial remuneration for the same financial year was 23.20%
vi) It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.