Your Directors are pleased to present the 26th Annual Report and the Audited FinancialStatements of Accounts for the financial year ended 31st March 2019.
Standalone Financial Highlights of 2018 - 2019
Revenue from Operations and Other Income of the Company were Rs. 56178.09 Lakhsas compared to Rs. 41425.85 Lakhs in the previous year.
Profit/ (Loss) before tax was Rs. 1418.63 Lakhs as compared to Rs. (1806.91)Lakhs in the previous year.
Profit/ (Loss) after tax was Rs. 1072.82 Lakhs as compared to Rs. (1417.88)Lakhs in the previous year.
|Particulars || |
| ||2018 - 2019 ||2017 - 2018 ||2018 - 2019 ||2017 - 2018 |
|Revenue from Operations & Other Income ||56178.09 ||41425.85 ||90595.40 ||73431.98 |
|Earnings before Interest Tax Depreciation & Amortisation ||4361.82 ||1461.56 ||8245.21 ||2411.02 |
|Less: Finance Cost ||2034.37 ||2362.32 ||3670.73 ||2835.39 |
|Less: Depreciation& Amortisation expenses ||908.82 ||906.15 ||2899.32 ||2665.42 |
|Less: Share of Profit / (Loss) of associate ||- ||- ||(5.88) ||17.16 |
|Profit/(Loss) before exceptional item and tax ||1418.63 ||(1806.91) ||1669.28 ||(3072.63) |
|Less: Exceptional Item ||- ||- ||- ||- |
|Less: Tax Expenses ||345.81 ||(389.03) ||1368.70 ||(675.41) |
|Profit /(Loss) After Tax ||1072.82 ||(1417.88) ||300.58 ||(2397.22) |
|Other Comprehensive Income net of tax ||(30.12) ||12.43 ||53.33 ||1236.51 |
|Total Comprehensive Income for the Year ||1042.70 ||(1405.45) ||353.91 ||(1160.71) |
|Retained Earnings- Opening Balance ||5633.14 ||6938.96 ||7324.11 ||10176.36 |
|Add: Profit/ (loss) for the year ||1072.82 ||(1417.88) ||57.72 ||(2964.31) |
|Add: Adjustments with Other Equity including Other Comprehensive Income ||(68.21) ||112.06 ||(691.95) ||112.06 |
|Amount appropriated during the year: || || || || |
|Dividend including Dividend Tax paid ||- ||- ||- ||- |
|Transfer to General Reserve ||- ||- ||- ||- |
|Retained Earnings- Closing Balance ||6637.75 ||5633.14 ||6689.90 ||7324.11 |
On standalone basis the Revenue from Operations was increased by 35.33% in thefinancial year 2018-19 vis-a-vis the previous financial year. The Revenue from Operationsfor the year ended 31st March 2019 was Rs. 54812.29 Lakhs vis-a-vis previous year of Rs.40502.79 Lakhs. Margins were under pressure due to increase in input costs on account ofrupee depreciation. However robust growth in sale of Performance Chemicals has boostedthe Turnover. No amounts were transferred to reserves during the year under the review.
Our results of operations on consolidated basis is as follows:
The Revenue from Operations were increased by 23.44% in the financial year 2018-19vis-a-vis the previous financial year. The Revenue from Operations for the year ended 31stMarch 2019 was Rs. 89216.67 Lakhs vis-a-vis previous year of Rs. 72276.17 Lakhs.
Following are the highlights of performance of the Company's operational subsidiariesassociates and joint venture companies and their contribution to the overall performanceof the company during the period under report.
CFS Wanglong Flavours (Ningbo) Co. Ltd. (CFS Wanglong):
CFS Wanglong reported a Turnover of Rs. 134.48 Crores for the year under review vis avis Rs. 88.81 Crores in previous year. CFS Wanglong posted a Loss Before Tax of Rs. 12.48Crores during the year under review vis a vis Loss Before Tax of Rs. 3.83 Crores inprevious year. The Margins were under some pressure due to increase in input costs.However the Vanillin market is being penetrated globally through our subsidiary networkand the outlook remains positive for CFS Wanglong.
CFS Antioxidantes de Mexico SA de CV (CFS Mexico) / Dresen Quimica SAPI De CV(Dresen):
The reverse merger of CFS Mexico with Dresen was effective 31st January 2019 Turnoverof Dresen was Rs. 217.79 Crores during the year under review vis a vis Rs. 164.19 Croresin previous year. Dresen posted a Profit Before Tax of Rs. 31.34 Crores during the yearunder review vis a vis Rs. 26.99 Crores in previous year. The growth path will sustain forDresen.
CFS North America LLC (CFS USA):
The sale of blends has increased during the quarter ended 31st March 2019 and CFS USAposted a Profit Before Tax of Rs. 0.40 Crores during the quarter ended 31st March 2019vis a vis Loss Before Tax of Rs. 3.38 Crores in previous quarter. CFS USA achieved aTurnover of Rs. 23.59 Crores during the year under review vis a vis Rs. 17.83 Crores inprevious year. CFS USA posted a Loss Before Tax of Rs. 9.82 Crores during the year underreview vis a vis Loss Before Tax of Rs. 13.75 Crores in previous year. The outlook for CFSUSA remains positive.
CFS do Brasil Industria Comercio Importaqao e Exportaqao de AditivosAlimenticios Ltda. (CFS Brazil):
CFS Brazil reported a Turnover of Rs. 41.11 Crores during the year under review vis avis Rs. 25.22 Crores in previous year. The Loss Before Tax of Rs. 8.90 Crores was postedduring the year under review vis a vis Loss Before Tax of Rs. 6.56 Crores in previousyear. The outlook remains positive for CFS Brazil.
CFS Europe S.p.A. (CFS Europe):
Improvements in operations of CFS Europe has resulted in Turnover of Rs. 329.01 Croresduring the year under review vis a vis Rs. 277.11 Crores in previous year. CFS Europeposted a Profit Before Tax of Rs. 21.35 Crores during the year under review vis a vis LossBefore Tax of Rs. 16.99 Crores in previous year.
Chemolutions Chemicals Limited (CCL):
CCL is engaged in contract manufacturing / job work of the Company. The Turnover of CCLduring the year under review was Rs. 5.19 Crores vis a vis Rs. 4.14 Crores in previousyear/ CCL posted a Profit Before Tax of Rs. 1.65 Crores during the year under review vis avis Profit Before Tax of Rs. 1.24 Crores 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 aroma products and industrial products. Our business iscategorised into three verticals based on our product portfolio namely: (i) ShelflifeExtension Solutions; and (ii) Aroma Ingredients and (iii) Performance Chemicals. YourCompany market its products globally including in Europe Asia Pacific India South andCentral America and North America.
In July 2017 your Company through its wholly owned stepdown subsidiary viz. CFS EuropeS.p.A. acquired 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd. erstwhile NingboWanglong Flavors and Fragrances Company Limited (Wanglong). Wanglong uses a patentedprocess in its 3500 sq.mt. dedicated facility in the coastal city of Yuyao China. YourCompany has built a robust manufacturing chain with complete traceability in Ravenna(Italy) Tarapur (India) and Yuyao (China) to produce vanillin from catechol. Today yourCompany is one of the global leading vanillin producers and has boosted its presence inthe world market catering to food fragrances pharmaceuticals feed sectors etc.
CFS do Brasil Industria Comercio Importapao e Exportapao de Aditivos AlimenticiosLtda. our wholly owned subsidiary in Brazil has set-up separate entities named CFSArgentina S.A (CFS Argentina) and CFS De Chile SpA to cater to the customers inArgentinian and Chile markets. CFS Argentina developed antioxidant formulations forbiodiesel producers with the goal to supply to all biodiesel markets. It has received"No Harm test and Relative Efficiency" certification for its twoformulations/products from AGQM (Germany).
In April 2018 your Company has signed a joint venture contract with Pahang Pharma (S)Pte. Ltd. Singapore (Pahang) for incorporating a holding company shareholding in theproportion of 51:49 named CFS Pahang Asia Pte. Ltd. in Singapore (hereinafter referredCFS Singapore). CFS Singapore aims at research development production trade and dealingin animal feed ingredients and products for Malaysia and other South Asian countriesthrough its subsidiaries. Pahang's strong presence in ASEAN markets along with itstechnical expertise can bring-in synergy with Company's capabilities. The portfolio ofcomplementing products gives customer access to a wide reliable offering.
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 which we market under brands "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.
Considering the growth requirements of the business your directors did not considerany dividend for the financial year 2018 - 2019.
The Company had transferred a sum of Rs. 267899/- during the financial year to theInvestor Education and Protection Fund established by the Central Government. The saidamount represents Unclaimed Dividend for the financial year 2010 - 2011 with the Companyfor a period of 7 (seven) years from the due date of payment.
Pursuant to the approval accorded by the Board of Directors of the Company at itsmeeting held on 29th November 2017 and the Special Resolution passed by the Members ofthe Company on 26th December 2017 the Company allotted 9000000 Preferential Warrants(the "Warrants") convertible in to one equity share of face value Re. 1 each(the "Equity Shares") within a period of 18 (eighteen) months from the date ofallotment of the Warrants at a price of Rs. 92.69 per warrant including share premium ofRs. 91.69 per Equity Share aggregating to Rs. 8342.10 lakhs. The Company of 08thFebruary 2018 received 25% of amounts (about Rs. 20.86 Crores) towards subscription ofWarrants which were invested in mutual funds etc. The Warrants may be exercised by theallottees at any time before the expiry of 18 (Eighteen) months from the date of allotmentof the Warrants i.e. on or before 08th August 2019. There shall be an issue of 9000000Equity Shares arising from the exercise of the Warrants and the said Equity Shares shallrank pari-passu in all respects including dividend with the existing equity shares of theCompany. In the event the allottees do not exercise the Warrants within 18 (Eighteen)months from the date of allotment of the Warrants the Warrants shall lapse and the amountpaid on such Warrants shall stand forfeited by the Company.
FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
The approvals were accorded by the Board of Directors of the Company at its meetingheld on 24th May 2018 and the Special Resolution was passed by the Members of the Companyon 22nd June 2018 for raising of funds through borrowing money or issue of securitiesincluding QIP/ ADR/GDR/FCCBs etc. upto Rs. 250 crores. Subsequently on 28th June 2018the Committee appointed by Board approved raising of USD 15 million through FCCBs issuedto International Finance Corporation (IFC) and authorised the opening of FCCBs at aconversion price of Rs. 125/-. Floor price determined in accordance to FCCB Scheme was Rs.87.66/-.Pursuant to the said approvals 30 (thirty) Foreign Currency Convertible Bondsaggregating to USD 15 million (around Rs. 107.54 crores) were issued and allotted to IFCon 14th September 2018.
Employee Stock Option Scheme
During the year under review the Company allotted 24625 equity shares of Re. 1/- eachupon exercise of stock options by the eligible Employees under the Camlin Fine SciencesEmployees' Stock Option Scheme of 2014.
Further the Members at their 25th Annual General Meeting held on 13th August 2018approved the CFS Employees Stock Option Scheme 2018. Options for up to 1500000 (FifteenLacs) equity shares of Re. 1/- each at the exercise price which shall be at the maximum20% (twenty percent) discount of the market price of the equity shares on the StockExchange(s) on the date of grant of Options. The applicable disclosure as stipulated underSEBI Guidelines as at 31st March 2019 is given in "Annexure A" to this report.
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 Deposits as on 31stMarch 2019 were Rs. 4.10 Lakhs.
Your Company has the following subsidiaries (including step down subsidiaries) as onMarch 31 2019:
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 Importapao e Exportapao de AditivosAlimenticios Ltda.
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. CFS do Brasil Industria Comercio Importapao e Exportapao de AditivosAlimenticios Ltda. has set-up separate entities named CFS Argentina S.A (CFS Argentina)and CFS De Chile SpA to cater to the customers in Argentinian and Chile markets.
CFS Argentina S.A.
CFS do Brasil Industria Comercio Importapao e
Exportapao de Aditivos Alimenticios Ltda. our wholly owned subsidiary in Brazil hasset-up separate entity named CFS Argentina S.A to cater to the customers in Argentinianmarket.
CFS De Chile SpA.
CFS do Brasil Industria Comercio Importapao e
Exportapao de Aditivos Alimenticios Ltda. our wholly owned subsidiary in Brazil hasset-up separate entity named CFS De Chile SpA to cater to the customers in Chile market.
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. Company on 08th May 2019 informed the stock exchanges that thereverse merger of CFS Antioxidnates De Mexico De CV with Dresen Quimica SAPI De CV hasbeen effective from 31st January 2019 and subsequently Company is now directly holding65% stake in Dresen Quimica S.A.P.I de C.V. which was held earlier through CFSAntioxidantes De Mexico S.A. De C.V. With effect from 31st January 2019 CFSAntioxidantes De Mexico S.A. de. C.V. ceased to be the wholly-owned subsidiary of theCompany.
Dresen Quimica S.A.P.I. de C.V.
On 04th May 2016 CFS Antioxidantes De Mexico S.A. de C.V. Mexico acquired 65% stakein Dresen Quimica S.A.P.I.de C.V. Mexico along with its group companies viz. IndustriasPetrotec de Mexico S.A. de C.V. Mexico; Nuvel S.A.C. Peru; Britec S.A. GuatemalaInovel S.A.S. Colombia and Grinel S.A. Dominican Republic.
CFS International Trading (Shanghai) Ltd.
A 100% wholly owned subsidiary CFS International Trading (Shanghai) Ltd. wasincorporated in China (Shanghai) pilot free trade zone to manufacture and deal inspeciality chemicals.
Chemolutions Chemicals Limited (CCL)
A subsidiary in which the Company owns 94.08%. CCL inter alia deals in specialtychemicals and is also engaged in third party contract manufacturing/job- work. CCL ishaving its registered office in Mumbai and its plant at Tarapur Maharashtra.
CFS Wanglong Flavours (Ningbo) Co. Ltd.
I n July 2017 your Company through its wholly owned step-down subsidiary viz. CFSEurope S.p.A. acquired 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd. (CFS Wanglong)erstwhile Ningbo Wanglong Flavors and Fragrances Company Limited. CFS Wanglong uses apatented process in its 3500 sq.mt. dedicated facility in the coastal city of Yuyao Chinato manufacture vanillin.
CFS Pahang Asia Pte. Ltd.
In April 2018 your Company has signed a contract with Pahang Pharma (S) Pte. Ltd.Singapore (Pahang) for incorporating a holding company named CFS Pahang
Asia Pte. Ltd. in Singapore (hereinafter referred to as "CFS Pahang"). CFSPahang was incorporated on 09th April 2018 with shareholding in the proportion of 51:49aims at research development production trade and dealing in animal feed ingredientsand products for Malaysia and other South Asian countries through its subsidiaries.
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 24th May 2019 the copiesof Audited/Unaudited Financial Statements of the Subsidiaries have not been attached tothe Annual Accounts of the Company. These documents will however be made available uponrequest by any member of the Company and also shall be available for inspection at theregistered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Further the accounts of theSubsidiaries shall also be uploaded on the Company's website and the weblink for the sameis http:// www.camlinfs.com/Pages/Subsidiaries.
The Policy for Determining Material Subsidiaries is disclosed on the Company's websiteand the weblink for the same is http://www.camlinfs.com/Pages/BusinessConductEthics.
Ms. Anagha Dandekar (DIN: 07897205) and Mr. Arjun Dukane (DIN: 06820240) are retiringby rotation and being eligible offer themselves for re-appointment. You are requested tore-appoint them.
The Board of Directors at its meeting held on 24th May 2019 upon recommendation of theNomination and Remuneration Committee has proposed to appoint Mr. Amol Shah (DIN:00171006) as an Independent Director on the Board of the Company. Being eligible andoffering himself for appointment resolution is being placed before the Members forapproval at the ensuing General Meeting.
On 24th May 2019 the Company received the letter of resignation from Mr. AjitDeshmukh (DIN: 00203706) Non-Executive Director tendering his resignation from thedirectorship on personal grounds with immediate effect. The Board took the note of thesame and placed on record its appreciation for his services rendered during his tenure asNon-Executive Director.
As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR
2015) particulars of Directors seeking appointment/ reappointment at the ensuingGeneral Meeting have been given under Corporate Governance Report and in notice of theensuing General Meeting.
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 and Regulation16 of SEBI LODR 2015 as amended from time to time and are independent of the management.
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/Pages/BusinessConductEthics.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees.
The Board's performance for the year under review was assessed on the basis ofparticipation of directors quality of information provided/available quality ofdiscussion and contribution etc. A structured questionnaire was prepared after taking intoconsideration inputs received from the directors covering the aforesaid aspects of theBoard's functioning. The overall performance of the Board and Committees of the Board wasfound satisfactory.
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 March2019 the applicable accounting standards have been followed and there are no materialdepartures from the same;
(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 2019 and of the profit of the Company for the year ended on that date;
(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.
M/s. Kalyaniwalla & Mistry LLP Chartered Accountants (Firm Registration No.104607W/W100166) were appointed as Statutory Auditors of your Company at the AnnualGeneral Meeting held on 21st July 2017 for a term of five consecutive years.
The observations made in the Auditors' Report are selfexplanatory 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.
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 weresatisfactory.
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. Howevermaintenance of cost records is required by the Company and accordingly such accounts andrecords are made and maintained.
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 is annexed herewith as "Annexure C".
No employees other than Managing Director were in receipt of the remuneration as statedin sub-rule (2) of rule (5) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended and hence the relevant disclosures as stated in thesaid Rule (5) is not applicable.
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.
After considering the views of CSR Committee the Board of Directors did not recommendany CSR spend for the year under review in view of the losses incurred during the previousyear. However your Company had spent Rs. 45.50 Lakhs on CSR activities in the financialyear 2017-18. The Annual Report on CSR activities forming part of this Board's report isannexed herewith as "Annexure D".
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 said policy is to explain andencourage the directors and employees to raise any concern about the Company's operationsand working environment including possible breaches of Company's policies and standardsor values 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/Pages/BusinessConductEthics.
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 notes to the Financial Statements.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors andKey Managerial Personnel which may have a potential conflict with the interest of theCompany at large. The disclosure of Related Party Transactions as required under Section134 (3) (h) of the Companies Act 2013 in form AOC-2 is given in the "Annexure E"to this report.
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/Pages/BusinessConductEthics.
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 F" 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 are no significant or material orders passed by theRegulators or Courts or Tribunals which would impact the going concern status of yourCompany and its future operations.
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 cases ofsexual harassment were reported. The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
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 "AnnexureG".
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 : 24th May 2019 || |