Camson Bio Technologies Ltd.
|BSE: 538858||Sector: Others|
|NSE: N.A.||ISIN Code: INE845E01012|
|BSE 00:00 | 11 May||Camson Bio Technologies Ltd|
|NSE 05:30 | 01 Jan||Camson Bio Technologies Ltd|
|BSE: 538858||Sector: Others|
|NSE: N.A.||ISIN Code: INE845E01012|
|BSE 00:00 | 11 May||Camson Bio Technologies Ltd|
|NSE 05:30 | 01 Jan||Camson Bio Technologies Ltd|
Your Directors take immense pleasure in presenting their 25th Annual Reporton the business and operations together with the Audited Financial Statements of theCompany for the year ended 31st March 2019.
Financial and Operational Review:
Financial Year 2019 was a challenging year for the bio-agri sector in India marked byunfavorable weather conditions and subdued market demand and the Company registered andecrease in Net Sales by 74.23% compared to previous year.
For Financial Year 2019 Revenue witnessed decreased by 74.23% to Rs. 497.62 lakhs.
Your Company's Zero-Residue'biocides products continued to be the market leaderin the fast growing organic agri space. Your Company continues to focus on technology andinnovation with new product launches and innovative variants of existing products to makethem more effective and efficient. This further enhances the Company's leading marketposition in the zero- residue biocides business.
Your Company's focus on providing its customers with a wide range of products hasresulted in the requirement of a strong marketing and distribution network. A new set ofdistributors are being appointed to ensure requisite delivery volumes in a timely and costefficient manner.
In view of the losses incurred during the year your Board has not recommended anydividend.
During the year under review the Company has not issued any Equity Shares andtherefore the Issued Subscribed and Paid-up Equity Share Capital of your Company standsunchanged. As of 31st March 2019 the outstanding issued and paid-up equityshares stood at 29999840.
The Company has not transferred any amount to the General Reserves.
Term Loan and Working Capital:
As of 31st March 2019 the Company had total debt of Rs. 8625.07 LakhsCash and Cash Equivalents were Rs. 6.36 Lakhs . The Total Debt is largely on account ofborrowings interest on borrowings and other provisions created.
The Company continues to focus on judicious working capital management. Key workingcapital parameters were kept under strict check through continuous monitoring during theyear. Camson also deploys a robust cash management system to ensure timely servicing ofits liquidity obligations.
During the year under review your Company neither invited nor accepted any depositsfrom the public and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.
Loan from Director
During the year under review the Company has received loan from a Director to theextent of Rs. 6721655. The Company has received a declaration from the Director inwriting to the effect that the amount is being given out of his own funds. The outstandingbalance due to the Director as shown in the Notes to accounts is Rs. 66181848.
Particulars of Loans Guarantees or Investments:
The loans or guarantees given by the Company covered under the provisions of Section186 of the Companies Act 2013 are annexed to this Report. The details of the investmentsmade by Company are given in the notes to the financial statements and as below:
Guarantees and Security
In 2015 a corporate guarantee of Rs. 130000000/ - (Rupees Thirteen Crores only) wasgiven to Corporation Bank against the borrowing availed by Camson Agri-Ventures PrivateLimited Associate Company. During the year the Company has not given any Guarantee orSecurity.
During the year there was no change in the total number of outstanding Shares as on 31stMarch 2019. During the year 23803551 Equity Shares of the Company consisting of79.34% of the Shares are in dematerialized form as on 31st March 2019.
Internal Control Systems and their Adequacy:
Your Company has an effective internal control and risk mitigation system commensuratewith the size scale and complexity of its operations. The objective of the internalcontrol system is to ensure that operations are conducted in adherence to the corporatepolicies identify areas of improvement and ensure compliance with the applicable rulesand regulations. The scope and authority of the Internal Audit function is defined in theInternal Audit Manual. To maintain its objectivity and independence the Internal Auditfunction reports to the Audit Committee.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and makes suggestions to strengthen the same.The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal Controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. Based on the report of Internal Audit functionprocess owners undertake corrective actions in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board. The Companyhas adopted Standard Operating Procedures (SOP) and delegated roles and responsibilitiesto various Department heads for effective implementation of the same for furtherstrengthening the Internal Control Systems. This is to ensure that the Company conductsits business with highest standards of statutory legal and regulatory compliance.
Conservation of Energy Technology absorption Foreign exchange earnings and outgo:
Your Company believes that Energy Conservation is an important parameter that indicateshow efficiently a Company can conduct its operations. We strongly believe in the socialwelfare and environmental well-being. We always strive to put our best foot forward toreduce the harmful emissions and are truly committed towards building an environmentfriendly organization.
The Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved. The natureof our manufacturing process is such that it does not have a significant ecologicalfootprint and therefore for the year no specific investments were required to be made infurther reducing the energy consumption. As the impact of measures taken for conservationand optimum utilization of energy are not quantitative its impact on cost cannot bestated accurately.
The Company's products are manufactured using in-house know how and research facilitiesand no outside technology is being used for manufacturing activities. Therefore notechnology absorption is required. The Company constantly strives for maintenance andimprovement of the quality of its products and entire Research and Development activitiesare directed to achieve the aforesaid goal.
The in-house developed Proprietary Technology Platform'and research facilitiesare augmented with latest operating systems a large library of microbes & microbialcultures and scientific testing tools. Your Company places significant emphasis oncreating and managing the Intellectual Property in the areas of biocides inputs watersoluble natural fertilizers and hybrid seeds. Additionally the Company continues toidentify and develop new technology in order to meet the expected future requirements.
Your Company is making marketing efforts in selected countries and exploring newmarkets. The Company regularly participates in prestigious international exhibitions andconducts market surveys. During the year the Company has not spent any amount towardsforeign exchange.
The particulars are enclosed as Annexure A to the Board's Report.
Human Resource and Industrial Relations:
The Company places a high importance on the development and retention of its humanresources as well as providing employees with safe and healthy work environment. The humanresource department of the Company is focused on ensuring a right fit between the humanresource policies and the overall strategic direction of the Company to enhancestakeholder value. We have laid down HR policies and several best practices such asincentive policy to encourage the employee fraternity. Your Company has recruited variousindustry professionals to meet the current and future needs of the organization. There areno financial or commercial transactions that resulted in a conflict of interest betweensenior management and the Company.
Your Company strictly believes that maintaining cordial industrial relations is the keyto progress of the firm individuals management industry and nation.
Key Managerial Personnel:
During the year under review the Key Managerial Personnel of the Company comprised ofthe following members:
*3. Ms. Pooja Gupta was appointed as Company Secretary w.e.f 12th December2017 and subsequently resigned w.e.f 26th April 2018.
*4. Mr. Chandra Prakash Sharma has been appointed as a Chief Financial Officer witheffect from 12th February 2019.
* Ms. Goonj Rastogi was appointed as the Company Secretary & Compliance Officer bythe Board in its Meeting dated 12th February 2019 and subsequently resignedw.e.f. 13th May 2019.
Change in Directors and Key Managerial Personnel
A. Appointment Change in designation and Resignation
Details on appointments changes in designation and resignation of Directors keymanagerial personnel and Committees of Directors as well as on Board and CommitteeMeetings of your Company and the matters required to be specified pursuant to Section 134of the Companies Act 2013 and the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 are provided in the Corporate Governance Report that is annexed to andforms part of this Annual Report.
Mr. Veerendra Kumar Singh ceased to be a Non- Executive Director with effect from 28thSeptember 2018.
Mr. Declan Pearse Macfadden resigned from the office of Independent Director witheffect from 25th June 2019
The Board had appointed Ms. Goonj Rastogi w.e.f 12th February 2019however she resigned from the post with effect from 13th May 2019.
As per the provisions of Section 152 of the Act Mr. Peter Joseph Kennedy (having DIN:06377043) who has been longest in office is eligible to retire by rotation. However heoffers himself for re-appointment.
C. Independent Directors
Your Company has received declarations from Dr. Anurudh Kumar Singh Mr. ManojSrivastava
Mr. Vinod Kumar Lahoti and Mr. Declan Pearse Macfadden Independent Directors thatthey meet the criteria of independence as provided in subsection (6) of Section 149 of theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
Mr. Declan Pearse Macfadden and Mr. Vinod Kumar Lahoti resigned with effect from 25thJune 2018 and 18th June 2019 respectively.
Your Directors place on record their sincere appreciation to the Directors who haveresigned during the year for the valuable services rendered by them during their tenure asDirectors in the Company.
D. Number of Meetings of the Board:
The details of the Board Meetings and other Committee Meetings held during thefinancial Year 2018-19 are stated in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013. Themaximum interval between any two meetings did not exceed 120 days.
E. Board Committees:
The Company has setup the following Committees of the Board:
Audit Committee Nomination and Remuneration Committee Stakeholders'RelationshipCommittee and Corporate Social Responsibility Committee.
The composition of each of the above Committees and their respective roles andresponsibilities are detailed in the Corporate Governance Report.
F. Details of remuneration to Directors:
The Company had 23 employees as of 31st March 2019. Pursuant to Section197(12) of the h the Companies (Appointment and Remuneration) Rules 2014 details/disclosures of Ratio of Remuneration to each Director to the median employee'sremuneration is annexed to this report as Annexure-E.
There are no employees posted and working in a country outside India not beingDirectors or relatives drawing more than One Crore Two Lakhs rupees per financial year orEight Lakhs Fifty Thousand rupees per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not required to be circulated to the members and isnot attached to the Annual Report.
As stated in the Corporate Governance Report sitting fees are paid to Non-ExecutiveDirectors for attending Board/ Committee Meetings. They are also entitled to reimbursementof actual travel expenses boarding and lodging conveyance and incidental expensesincurred in attending such Meetings in accordance with the travel policy for Directors
G. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the performance evaluation of the Board for FY 2018-19 will be carried out in FY2019-20 as per the comprehensive and structured questionnaire framed by Nomination andRemuneration Committee. Your Board has initiated the process of performance evaluation ofthe Board which was done at the Meeting on 12th February 2019 and requisitecriteria have been established. The criteria provides for evaluation of the Board theCommittees of the Board and individual Directors including the Chairman of the Board. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board/ Committees' who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. Board evaluation plays an important rolein further enhancing the governance standards of the Company and your Company keeps acloser view on the evaluation Policy and its framework.
The Board has received consistent ratings on its overall effectiveness and has beenrated comparatively higher this year for composition of Directors and their skillsattributes and experience. The Board has also noted areas requiring more focus in thefuture.
The Remuneration Policy of Your Company is aimed to attract retain reward andmotivate talented individuals critical for achieving the long term strategic goals of theCompany. Your Company's Policy is designed to reflect the performance and is aligned tothe long term interest of the Stakeholders. The Board has on the recommendation of theNomination and Remuneration Committee framed a Policy for selection and appointment ofDirectors Senior Management and their remuneration. The Remuneration Policy is stated inthe Corporate Governance Report.
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 to theemployees of the Company will be provided upon request. In terms of Section 136 of theCompanies Act 2013 the reports and accounts are being sent to the members and othersentitled thereto excluding the information on employees'particulars which is availablefor inspection by the members at the Registered Office of the Company during businesshours on working days of the Company up to the date of ensuing Annual General Meeting. Ifany member is interested in inspecting the same such member may write to the ManagingDirector in advance.
The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by SEBI. The Ind AS are prescribed underSection 133 of the Companies Act 2013 ( the Act') read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016. Effective April 1 2016 the Company has adopted all theInd AS standards and the adoption was carried out in accordance with applicable transitionguidance.
Pursuant to Section 134 (5) of the Act in relation to financial statements (togetherwith the notes to such financial statements) for the financial year 2018-19 the Board ofDirectors report that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) the Directors 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 and ofthe profit/ loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the financial statements on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by theCompany commensurate with the size and nature of its business and the complexity of itsoperations and that such internal financial controls are adequate and are operatingeffectively;and
(vi) the Company has a system of getting reports of compliance periodically from theunits and is also in the process of implementing more comprehensive systems to ensurecompliance with the provisions of all applicable laws.
Related Party Transactions:
All transactions entered with Related Parties for the year under review were on arm'slength basis and were in the ordinary course of the business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large.
The particulars of every contract / arrangement entered into by the Company with therelated parties referred to Section 188 of the Companies Act 2013 including certainarm's length transaction under third proviso thereto has been disclosed in Form AOC 2[Annexure C].
None of the Directors has any material pecuniary relationship or transactions vis-a-visthe Company
Code of Conduct:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in Zero Tolerance'against bribery corruption andunethical dealings / behavior of any form and the Board has laid down the directives tocounter such acts. The Code laid down by the Board is known as Code of BusinessConduct'which has been posted on the Company's website at www.camsonbiotechnologies.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with the stakeholders. The Code provides guidance through examples on theexpected behavior from an employee in a given situation and the reporting structure. Allthe Directors on the Board and the Senior Management Personnel have confirmed complianceswith the Code.
Vigil Mechanism or Whistle Blower Policy:
Pursuant to the requirement of Section 177(9) and (10) of the Companies Act 2013 yourCompany has adopted a Vigil Mechanism to deal with instances of fraud and mismanagementand which allows employees of the Company to raise their concerns relating to fraudmalpractice or any other activity or event which is against the interest of the Company orthe Society as a whole. In line with our corporate values the Company is committed to thehighest standards of Corporate Governance and stakeholder's responsibility. Your Companybelieves in achieving its business goals solely through means that are ethicaltransparent and accountable and this principle forms the basis of our strong VigilMechanism.
Messrs YCRJ & Associates Chartered Accountants were appointed as the StatutoryAuditor of your Company at the 23rd Annual General Meeting held on 19th Septemberfor 5 years. As per the provision of Section 139 of the Companies Act 2013 appointmentof Auditor need to be ratified by Members at every Annual GeneralMeeting.
In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditor is notrequired to ratified in every Annual General Meeting
Auditor's Report for the Year Ended FY 2019:
The Statutory Auditor in his Auditor's Report have mentioned following qualificationreservation or adverse remarks:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Vijayakrishna K.T Practising Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith [Annexure C]. TheSecretarial Audit Report contains following qualifications reservations or adverseremarks.
Explanations by the Board on the comments of Secretarial Auditors:
Business Risk Management:
Pursuant to Section 134 (3) (n) of the Companies Act 2013 and SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 the Company has Business RiskManagement policy aimed at identification assessment monitoring and mitigation of riskand also capturing lessons learnt for future reference. The Company has in place activemechanism to periodically review the risk assessment and minimization procedures andinform the Board Members in case any risk is foreseen.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived. regarding sexual harassment.
All employees (permanent contractual temporary trainees) are covered under thisPolicy.
The following is a summary of sexual harassment complaints received and disposed offduring FY 2017-18: o No of complaints received: NIL o No of complaints disposed off: NIL oNo of cases pending for more than 90 days: Nil
Significant and Material Orders Passed by the Regulators or Courts:
There are no significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Extract of Annual Return:
Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the extract of the Annual Return in form ofMGT-9 is annexed herewith as [Annexure D].
Corporate Governance and Management Discussion & Analysis Reports:
The Corporate Governance and Management Discussion and Analysis Report capturing yourCompany's performance industry trends and other material changes with respect to yourCompanies which form an integral part of this Report are set out as separate Annexurestogether with the Certificate from a Practising Company Secretary regarding compliancewith the requirements of Corporate Governance norms as stipulated in Regulation 34 of SEBI(Listing obligations and Disclosure Requirements) Regulations 2015.
Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.
Listing With Stock Exchanges:
Your Company confirms that it has paid the Annual Listing Fees for the financial year2018-19 to BSE Limited where the Company's Shares are listed.
Transfer to Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Sections 123 of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 the Unclaimed Dividend and Deposits remainunclaimed and unpaid for a period of more than 7 years. The Company will be accordinglytransferring an amount aggregating to unpaid dividend during the year to the InvestorEducation and Protection Fund within 30 days from the expiry of 7 years.
Shareholders may note that both the unclaimed dividend and the corresponding sharestransferred to IEPF including all benefits accruing on those shares if any can beclaimed back from the IEPF following the procedure prescribed in the rules. No claim shalllie in respect thereof with the Company.
During the year 2018-19 unclaimed Dividend for financial year 2011-12 of Rs. 331093(Rupees Three Lakh Thirty One Thousand and Ninety Three only) was transferred to theInvestor Education and Protection Fund (IEPF) as required under the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (asamended from time to time). Pursuant to the provisions of Section 124(6) of the CompaniesAct 2013 and the rules mentioned aforesaid equity shares in respect of which dividendhas not been claimed for the financial year 2011-12 will be transferred to the IEPFAuthority in accordance with the aforesaid rules.
Your Directors wish to extend their sincerest appreciation to the investors bankerscustomers suppliers executives staff and workers at all levels for their continuousco-operation and assistance. Your Directors express their sincere gratitude to all theRegulatory Authorities such as the SEBI Stock Exchanges and other Central & StateGovernment authorities and agencies Registrars for their guidance and support. We alsotake this opportunity to thank the Indian farming community who believed in our companyand appreciated our products.
Your Directors place on record their sincere appreciation for the continued supportfrom shareholders customers suppliers banks and financial institutions and otherbusiness associates.
A particular note of thanks to all employees of your Company without whosecontribution your Company could not have achieved the year's performance.