Your Company's Directors are pleased to present the 23rd Annual Report of the Companyalong with Audited Accounts for the Financial Year ended 31st March 2016
The Company's financial performance for the year ended 31st March 2016 is summarisedbelow. Segment wise reporting as per Accounting Standards AS-17 is not applicable to yourCompany since your Company is engaged in the activity of single segment only.
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Revenue from operations ||5662.86 ||5284.49 |
|Other income ||13.76 ||14.53 |
|Total Expenses ||5544.74 ||5262.42 |
|Finance Cost ||147.75 ||174.62 |
|Depreciation and amortization expenses ||37.62 ||35.26 |
|Profit / Loss Before tax ||118.11 ||36.58 |
|Current tax ||32.00 ||5.00 |
|Deferred Tax reversal ||3.69 ||5.99 |
|Profit / Loss After tax ||78.96 ||25.59 |
|Earnings per share || || |
|Basic & Diluted ||1.91 ||0.62 |
|Your Directors recommend the following appropriations:- || || |
|Proposed Dividend ||62.13 ||20.71 |
|Dividend Distribution Tax ||12.64 ||4.33 |
|Transfer to general Reserve ||0 ||0 |
EXTRACT OF ANNUAL RETURN
An Extract of Annual Return (as provided in Section 92(3) of the Companies Act 2013)in Form MGT-9 as on 31st March 2016 is attached as Annexure 1 to this report
NUMBER OF MEETINGS OF THE BOARD
During the year 6 (Six) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which is attached to thisreport.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Board of Directors to thebest of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. 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 as at 31st March 2016 and of the profitof the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the members approved the re-appointment of Mrs.Pushpa SJain as a Non-Executive Director who is liable to retire by rotation.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed by Companies Act 2013and SEBI (LODR) Regulations 2015
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs.Pushpa S Jain Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible has offered herself for re-appointment.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board of Directors has formed a Nomination and Remuneration Committee which recommendsthe remuneration of Executive Directors subject to the approval of Directors andShareholders. The Committee details and remuneration details are provided in the CorporateGovernance Report which is attached to this report.
AUDITORS AND AUDITORS' REPORT
The Members at the Annual General Meeting of the Company held on 10th September2014M/s R.Subramanian and Company Chartered Accountants (Firm Registration No. 004137S)were re-appointed for a period of 3 years which is subject to annual ratification by themembers of the Company (i.e from 21st Annual General Meeting to 24th Annual GeneralMeeting). The notes on Financial Statement referred to in the Auditor's Report areSelf-explanatory. The Auditors' Report does not contain any qualification reservation oradverse remark.
The Company's products come under Table B (Non Regulated Sector) Companies (CostRecords and Audit) Rules 2014. As per Rule 4 Companies (Cost Records and Audit) Rules2014 Every Company specified in Table B of the Cost Audit would be applicable if theoverall turnover of the Company from all its products and services during the immediatelypreceding financial year is Rs.100 Crores or more and the aggregate turnover of theindividual product(s) or Service(s) for which cost records are required to be maintainedunder Rule 3 is Rs.35 Crores or more. Since the threshold limit of Rs.100 Crores is notreached Cost Auditor was not appointed. However as per rule the Company is maintainingCost records.
The Board has appointed Mr.V.S.Sowrirajan Practising Company Secretary to conductSecretarial Audit for the Financial Year 2015 2016. The Secretarial Audit Report for theFinancial Year 2015 2016 is attached as Annexure 2 to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in notes to the financial statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party entered by the Company during the year were in the Ordinary course ofbusiness and at Arm's Length Pricing basis. There were no materially significant relatedparty transactions during the year. Details of the transaction are provided in Form AOC-2which is attached as Annexure 3 to this report
STATE OF COMPANY'S AFFAIRS
The Camphor industry is sustaining its growth and is expected to continue in the samepattern. The positive outlook is the increase in demand for Camphor. Your Company'sgeographical location is a positive factor in the Camphor market. In today's competitiveoperation the focus need to be on reduction of Cost. Therefore by exercising the degree ofattention your Company has bettered in the year under review and look forward for the samein the forthcoming years.
Your Directors recommend a Dividend of 15%(Rs.1.5 per equity share of Rs. 10/-each) for the financial year ended 31st March 2016. Payment of Dividend is subject to theapproval of Shareholders at the ensuing Annual General Meeting.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year (31st March 2016) and the date of the report( 22.08.2016)
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars prescribed under Section 134 of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earning and Outgo are attached as Annexure 4 tothis report.
The Board of Directors has constituted a Risk Management Committee. Due to adequateInternal Control System there were no elements of risks that threaten the existence ofyour Company. Hence no meeting was conducted during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the provisions laid down in Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 hence thereis no requirement of constituting Corporate Social Responsibility Committee.
Pursuant to the provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015Independent Director at their meeting without the participation of the Non-Independentdirectors and management considered and evaluated the Board's performance and othernon-independent directors.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company do not have any Subsidiary Joint Ventures or Associate Company. Hence therequirement of presenting the consolidated financial statements in Annual Report is notapplicable.
DEPOSITS FROM PUBLIC
During the year under review your company did not accept any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The details of the Internal Control system and their adequacy are provided in theManagement Discussion and Analysis Report which forms part of this report.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which is attached to this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your company hereby affirms that no complaints were received during the year.
PARTICULARS OF EMPLOYEES
The information required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 relating to the ratio of remuneration of each director tothe median employee's remuneration are attached as Annexure 5 to this report
The Company is not only committed to maintain the standards of Corporate Governance setout by SEBI but also morally committed to its members. The report on Corporate Governanceas stipulated under the Listing Agreement forms an integral part of this report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached to this report.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors place on record their appreciation to employees at all levels for theirdedication and commitment. Your Directors would also like to express their sincereappreciation for the assistance and co-operation received from the banks financialinstitutions Government Authorities customers vendors and members during the year underreview.
| ||For and on Behalf of the Board of Directors |
|Place : Chennai ||Suresh Shah |
|Date : 27.07.2016 ||Managing Director |