Your Directors take immense pleasure in presenting their 4th Annual Reporton the business and operations together with the Audited Financial Statements of theCompany for the year ended 31st March 2017.
|Financial Results: || ||(Amount in Lakhs) |
|Particulars ||FY2017 ||FY2016 |
|Net Sales ||1530.31 ||917.94 |
|Profit before depreciation & taxation ||(389.04) ||(4457.82) |
|Less: Depreciation ||126.18 ||126.90 |
|Less: Provision for taxation ||- ||- |
|Add: Prior period adjustment (Taxation) ||- ||- |
|Profit after tax ||(515.23) ||(4584.72) |
|Balance brought forward from last year ||(4092.06) ||(1.20) |
|Profit of Camson Seeds Limited || || |
|(Demerged Company) for the FY 2014-15 ||- ||488.86 |
|Opening Share capital Adjusted against || || |
|reserve and surplus ||- ||5.00 |
|Profit available for appropriation ||- ||- |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend and tax thereon ||- ||- |
|Balance carried forward ||(4607.28) ||(4092.05) |
General Information about the Company:
Your Company was incorporated under the Companies Act 1956 on 4th July2013. It is engaged in the business of production cultivation Agri-inputs processing orotherwise creation and supply of quality seeds for enhancing agriculture floricultureforestry horticulture productivity and animal husbandry.
Your Company deploys the technique of Intragenic science (hybrid created among similarkingdom species) to develop the hybrid seed varieties. The use of Intragenic science hasbeen considered safe in comparison to the other techniques of hybridization. The Companyhas a proven track record of hybrid vegetable seeds with range of over 60 hybridvarieties catering majorly to vegetables and fruits. The Company's strength in the hybridseeds business is backed by robust operational efficiency and strong R&D.
Performance and Future Prospects:
Your Company continues to focus on technology and innovation with new product researchand enhancement of existing products to make them more effective and efficient on thefield. Your Board believes that this will further enhance the Company's leading marketposition.
Financial and Operational Review:
FY 2016-17 has seen an upward growth in the sales as compared to previous year. TheCompany registered an increase in Net Sales by 66.71% compared to previous year by Rs.61.24 mn Revenue contribution from the business has also increased by 53.8%.
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. Your Companyis focusing only on big Distributors who will also act as C&F Agents to ensurerequisite delivery volumes in a timely and cost efficient manner.
However going forward in light of the business optimization and improvement plan theCompany has raised financial and operational benchmarks across divisions with a key focuson receivables timeline marketing expenses and cash flow from operations.
In view of the losses incurred your Directors express the inability to recommend anydividend.
The Company has not transferred any amount to the General Reserves.
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 2017 the Authorized Share Capital is Rs.350000000 and the outstanding issued and paid-up equity share capital stood at Rs.299998400.
Term Loan and Working Capital:
As of 31st March 2017 the Company had total debt of Rs. 299.76 mn Cashand Cash Equivalents were Rs. 0.50 mn resulting in Net Debt of Rs. 299.26 mn. Total Debtconsists of Rs. 299.76mn of Long Term loans. As of 31st March 2017 yourCompany had leverage profile with Total Debt / Net Worth ratio of 0.42x and Net Debt /EBITDA of (19.88 x).
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.
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:
|Sl. No. ||Particulars ||Amount (in Rs) |
|1 ||Fixed deposits with bank (maturity less than 6 months) ||36000/- |
During the year there was no change in the total number of outstanding Shares as on 31stMarch 2017. During the year 23623418 Equity Shares of the Company have beendematerialized as at 31st March 2017. Around 78.75% of the Shares of theCompany have now been dematerialized as on 31st March 2017.
Members holding shares in physical form are requested to consider converting theirholdings to dematerialized form to facilitate trading of their Shares and eliminate risksassociated with physical Shares. Members can contact the Company's Share Registrars andTransfer Agents for assistance in this regard.
Internal Control Systems and their Adequacy:
Camson has an effective internal control and risk mitigation system commensurate withthe size scale and complexity of its operations. The objective of the internal controlsystem is to ensure that operations are conducted in adherence to the corporate policiesidentify areas of improvement and ensure compliance with the applicable rules andregulations. 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.
Corporate Social Responsibility:
Since the Company does not meet the criteria for the applicability of Section 135 ofthe Companies Act read with the Companies (Accounts) Rules 2015 this clause is notapplicable.
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.
As the impact of measures taken for conservation and optimum utilization of energy arenot quantitative its impact on cost cannot be stated accurately.
The Company has an in-house know how and research facilities and no outside technologyis being used. Therefore no technology absorption is required. The Company constantlystrives for maintenance and improvement of the quality of its products and entire Researchand Development activities are directed to achieve the aforesaid goal. The details of thesame are annexed.
Camson is making marketing efforts in selected countries and exploring new markets. TheCompany regularly participates in prestigious international exhibitions and conductsmarket surveys. During the year Camson has not spent any amount in foreign exchange.
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 and stock options to encourage the employee fraternity. Your Company hasrecruited various industry professionals to meet the current and future needs of theorganization. There are no financial or commercial transactions that resulted in aconflict of interest between senior 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:
|No. ||Name of the person ||Designation |
|1. ||Mr. Dhirendra Kumar ||Chairman and Managing Director |
|2. ||Mr. SiddharthSarraf* ||CFO |
|3. ||Ms. Shivani Sharma* ||Company Secretary |
|4. ||Ms. Honey Sharma* ||Company Secretary |
* 1. Mr. Siddharth Sarraf resigned from the post of CFO on 31st May 2017
2. Ms. Shivani Sharma resigned from the post of Company Secretary on 9thAugust 2017
3. Ms. Honey Sharma has been appointed as the Company Secretary w.e.f. 9th August 2017
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 sections134 of the Companies Act 2013 and the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 are provided in the Corporate Governance Report that isannexed to and forms part of this Annual Report.
Post completion of financial year Mr. Siddharth Sarraf Chief Financial Officer of theCompany resigned on 31st May 2017 due to some personal reasons. The Companyis in the process of appointing a Chief Financial Officer in compliance with the CompaniesAct.
Mr. Yong Teck Seong Daniel who was appointed as an Additional Director of the Companyas on 26th October 2016 has resigned from the office of Director as on 29thMay 2017 due to some unavoidable circumstances and personal reasons.
Mr. Peter Kennedy and Ms. Tay Geok Lan were appointed as Additional Directors of theCompany on 26th October 2016 and 29th May 2017 respectively by the Board ofDirectors and their appointments are placed before the Shareholders.
Post completion of financial year Ms. Shivani Sharma resigned as Company Secretary andCompliance Officer and Key Managerial Personnel of the Company on 9th August2017. The Company has appointed Mrs. Honey Sharma as the Company Secretary and Complianceofficer with effect from 9th August 2017 at its Board Meeting in compliancewith the Companies Act.
Mr. Brajesh Kishore Tripathy was appointed as the Chief Executive Officer of theCompany on 29th July 2017 at its Board Meeting in compliance with theCompanies Act 2013
As per the provisions of the Act Mr. Karan Singh retires by rotation and beingeligible offers himself for reappointment. A brief profile of Mr. Karan Singh is providedin the Notice of AGM.
C. Independent Directors
Mr. Declan Pearse Macfadden and Mr. Manoj Srivastava were appointed as Additional andIndependent Directors of the Company on 10th February 2017 and 29thMay 2017 at the Meeting of Board of Directors.
Your Company has received declarations from Mr. Declan Pearse Macfadden and Mr. ManojSrivastava Independent Directors that they meet the criteria of independence as providedin subsection (6) of Section 149 of the Companies Act 2013 and SEBI Listing Regulations2015. Mr. Declan Pearse Macfadden and Mr. Manoj Srivastava being eligible and offerthemselves for appointment are proposed to be appointed as Independent Directors for aterm of 5 (five) consecutive years.
Your Company has also received declarations from other Independent Directors namely Mr.Anurudh Kumar Singh and Ms.Reeta Satish Gangwani.
Copy of the draft letter of appointment to each of the Independent Directors in themanner as provided in the Companies Act 2013 and SEBI Listing Regulations 2015 have beendisclosed on the website of the Company.
Copy of the draft letter of appointment to each of the Independent Directors in themanner as provided in the Companies Act 2013 and SEBI Listing Regulations 2015 have beendisclosed on the website of the Company.
Brief profiles of Mr. Declan Pearse Macfadden and Mr. Manoj Srivastava as required bySEBI (LODR) Regulations 2015 forms part of the Notice convening the 4thAnnual General Meeting contained in this Annual Report. The Board recommends the same forShareholders' approval in the ensuing Annual General Meeting.
Your Directors place on record their sincere appreciation to the Director who hasresigned during the year for his valuable services rendered by Mr. Yong Teck SeongDaniel during his tenure as Director in the Company.
D. Number of Meetings of the Board:
The details of the Board Meetings and other Committee Meetings held during theFinancial Year 2016-17 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 and Stakeholder's RelationshipCommittee.
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 44 employees as of 31st March 2017. Pursuant to Section 197(12) of theCompanies Act 2013 and Rule 5 (1) (2) (3) of the Companies (Appointment and Remuneration)Rules 2014 details/ disclosures of Ratio of Remuneration to each Director to the medianemployee's remuneration is annexed to this report as Annexure-D.
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. Thereforestatement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be circulated to themembers and is not 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 2016-17 will be carried out in FY2017-18 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 held on 10th February 2017 and requisite criteriahave been established. The criteria provides for evaluation of the Board the Committeesof the Board and individual Directors including the Chairman of the Board. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board/ Committee's who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority Shareholders etc. Board evaluation plays an important role infurther enhancing the governance standards of the Company and your Company keeps a closerview 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.
Directors' Responsibility Statement:
Pursuant to Section 134 (5) of the Act in relation to financial statements (togetherwith the notes to such financial statements) for the financial year 2016-17 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].
The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and is available on:http://camsonseeds.com/pdf/Related%20party%20Transaction.pdf. None of the Directors hasany material pecuniary relationship or transactions vis-a-vis the 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 http://camsonseeds.com/pdf/Code%20of%20Conduct.pdf
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 behaviour 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 Company believes in achieving its business goals solely through means that areethical transparent and accountable and this principle forms the basis of our strongVigil Mechanism.
The Vigil Mechanism or the Whistle Blower Policy has been uploaded on the website ofthe Company at http://camsonseeds.com/pdf/Whistle%20Blower%20policy.pdf
Auditor's Report for the Year Ended FY 2017:
The observations made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. However there is a disclaimer of opinion made by the Auditors onthe Report. Suitable replies have been provided for the same.
Messrs Deloitte Haskins & Sells LLP Chartered Accountants (FRN:117366W/W-100018) resigned from the position of Statutory Auditors vide theircommunication dated 25th July 2017 causing casual vacancy.
Subsequently the Audit Committee at its Meeting held on 29th July 2017recommended the appointment of Messrs YCRJ & Associates Chartered Accountants (FRN:006927S) who have given their consent and willingness to be appointed as Auditors of yourCompany. The Board of Directors at its Meeting held on the same day approved therecommendation of the Audit Committee and proposed to appoint Messrs YCRJ &Associates Chartered Accountants as the Statutory Auditors of your Company to holdoffice till the conclusion of ensuing Annual General Meeting.
As required under Section 139 of the Companies Act 2013 Messrs YCRJ & Associateswere proposed to be appointed as the Statutory Auditors of the Company to hold office fromthe conclusion of ensuing Annual General Meeting upto the conclusion of 9thAnnual General Meeting of the Company. The Auditors have given their consent andeligibility for the said appointment.
The Board recommends the same for Shareholders' approval in the ensuing Annual GeneralMeeting.
Further in compliance with statutory requirements the Statutory Auditors have notrendered to the Company during the financial year 2016-17 directly or indirectly any ofthe services enumerated under Section 144(1) of the Companies Act 2013.
The Statutory Auditors (Auditors) have given a clean Auditors Report for the year endedMarch 31 2017.
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 B]. TheSecretarial Audit Report contains following qualifications reservations or adverseremarks.
Explanations by the Board on the comments of Secretarial Auditors:
|Sl. No. ||Qualifications made by Secretarial Auditor ||Explanations by the Board |
|1. ||Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment at Work Place Act 2013 does not have the External Member. ||The Company is in the process of finalizing and appointing an external member to Internal Complaints Committee. |
|2. ||Compliance on Secretarial Standard needs to be strengthened. ||The Company has taken utmost care to adhere with Secretarial Standards. |
|3. ||The Company got its Shares listed during the year; but the Master data under the Ministry of Corporate Affairs does not show the same and the CIN of the Company is not changed accordingly ||The Company has raised a query on MCA portal and following it up with ROC regarding the same. Since the Company was unlisted in the year 2015-16 the CIN of the Com pany i s ref l ect i ng as U01200KA2013PLC069985. After filing the Annual return for this year 2016-17 the same shall be changed to L. |
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 complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed offduring FY 2016-17:
No of complaints received: 1
No of complaints disposed off: 1
No of cases pending for more than 90 days: Nil
No of workshops or awareness programs: 4
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 A].
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 year2016-17 to BSE Limited where the Company's Shares are listed.
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.
| ||By order of the Board of Directors || |
| ||Dhirendra Kumar ||Karan Singh |
|Date: 9th August 2017 || || |
| ||Chairman and Managing Director ||Director |
|Place: Bangalore || || |
| ||DIN: 00301372 ||DIN: 00920982 |