Your Directors take immense pleasure in presenting their 6th Annual Report on thebusiness and operations together with the Audited Financial Statements of the Company forthe year ended 31st March 2019.
|Financial Results: || || |
| || ||(Amount in Lakhs) |
|Particulars ||FY2019 ||FY2018 |
|Net Sales ||173.27 ||3539.79 |
|Profit before depreciation & taxation ||(558.94) ||576.57 |
|Less: Depreciation ||45.79 ||45.96 |
|Less: Provision for taxation ||- ||- |
|Add: Prior period adjustment (Taxation) ||- ||- |
|Profit after tax ||(604.73) ||622.53 |
|Balance brought forward from last year ||(4000.44) ||(4622.97) |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend and tax thereon ||- ||- |
|Balance carried forward ||(4605.17) ||(4000.44) |
General Information about the Company:
Your Company was incorporated under the Companies Act 1956 on 4thJuly2013. 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:
The Company's revenues during the year are 173.27 lakhs as compared to 3539.79 lakhsin the previous year. There is a downfall in revenue by 95.10% in comparison to theprevious year. The Company's profit depreciation & taxation is (558.94) lakhs duringthe year as compared to 576.57 lakhs loss marked in the current year. The Companyincurred a net loss of 604.73 lakhs as against a net profit of 622.53 lakhs in theprevious year. Your Company continues to focus on technology and innovation with newproduct research and enhancement of existing products to make them more effective andefficient on the field. Your Board believes that this will further enhance the Company'sleading market position.
Financial and Operational Review:
FY 2018-19 has seen downfall in the sales as compared to previous year. The Companyregistered an decrease in Net Sales by 98.10% compared to previous year. There is adownfall in revenue by 95.10% in comparison to the previous year. Your Company's focus onproviding its customers with a wide range of products has resulted in the requirement of astrong marketing and distribution network. Your Company is focusing only on bigDistributors who will also act as C&F Agents to ensure requisite delivery volumes in atimely and cost efficient manner. However going forward in light of the businessoptimization and improvement plan the Company has raised financial and operationalbenchmarks across divisions with a key focus on receivables timeline marketing expensesand cash flow from operations.
In view of the losses incurred from last years Your Directors feel that it is prudentto plough back the profits for future growth of the Company and do not recommend anydividend for the year ended 31st March 2019.
The Company has not transferred any amount to the General Reserves.
The paid up Equity Share Capital as on 31st March 2019 was 2999.98 Lacs.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.
Your Company has not accepted any deposits from the public during the year.
Details of Subsidiary Joint Venture or Associates:
Companies which has become/ceased to be subsidiaries JVs or Associates during theyear: Not Applicable.
The provisions of the Rule 8(1) of the Chapter IX Rules are not applicable to theCompany as the Company does not have any subsidiaries associates and joint ventures.
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 details forming part of the extract ofthe Annual Return in Form MGT-9 is annexed herewith as "Annexure A".
Particulars of Loan Guarantees and Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
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.
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 Foreign exchange earnings and outgo if any be disclosedin the Financial Statements.
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 as incentive policy toencourage the employee fraternity.
Your Company has recruited various industry professionals to meet the current andfuture needs of the organization. There are no financial or commercial transactions thatresulted in a conflict 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.
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 regulatorycompliance.
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.
During the year under review the Company has not issued any securities to the public.
DIRECTOR 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. Declan Pearse MacFadden resigned from the office of Independent Director of theCompany with effect from 25h June 2018 due to personal reasons.
Ms. Honey Sharma resigned as Company Secretary and Compliance Officer and KeyManagerial Personnel of the Company with effect from 11th July 2018.
Mr. Rohit Satish Sareen has been appointed by as an Additional Director and IndependentDirector of the Company with effect from 29th March 2019.
Ms. Maitri Chatterjee has been appointed as Company Secretary and Compliance Officerand Key Managerial Personnel of the Company with effect from 12th February2019.
Mr. Ajeet Shukla has been appointed as the Chief Financial Officer and Key ManagerialPersonnel of the Company with effect from 29th March 2019.
Post completion of financial year the Company has appointed Mr. Arundeo Prasad Singhas an Additional Director and Independent Director with effect from 28th May2019 at its Board Meeting in compliance with the Companies Act 2013 and he subsequently resignedfrom the office of Independent Director with effect from 22nd July 2019.
Mr. Brajesh Kishore Tripathi who was appointed as the Chief Executive Officer of theCompany on 29th July 2017 subsequently resigned as Chief Executive Officerwith effect from 6th August 2019.
As per the provisions of the Act Ms. Geok Lan Tay retires by rotation and beingeligible offers herself for re- appointment. A brief profile of Ms. Geok Lan Tay isprovided in the Notice of AGM.
C. Independent Directors
Mr. Rohit Satish Sareen was appointed as an Additional Director and IndependentDirector of the Company on 29th March 2019 at the Meeting of Board ofDirectors and the same is subjected to the approval of the Shareholders in the AnnualGeneral Meeting to be held on 24th September 2019.
Your Company has received declarations from Dr. Anurudh Kumar Singh Mr. ManojSrivastava Mr. Declan Pearse Macfadden and Mr. Rohit Satish Sareen IndependentDirectors of the Company that they meet the criteria of independence as provided insubsection (6) of Section 149 of the Companies Act 2013 and the Listing Regulations.
Mr. Declan Pearse MacFadden Independent Director of the Company resigned w.e.f. 25thJune 2018.
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 and Stakeholders' 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 9 employees as of 31st March 2019. Pursuant to Section197(12) of the Companies Act 2013 and Rule 5 (1) (2) (3) of the Companies (Appointmentand Remuneration) Rules 2014 details/disclosures of Ratio of Remuneration to eachDirector to the median employee's remuneration is annexed to this report as Annexure-C.
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. Performance Evaluation and Criteria:
Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out the performance evaluation of its own performance and that of its Committeesas well as evaluation of performance of the Directors individually. The performanceevaluation of the Independent Directors was also carried out by the entire Board(excluding the director being evaluated).
The performance evaluation of the Board its Chairman and the Non-Independent Directorswere carried out by the Independent Directors. The Nomination & Remuneration Committeealso carried out evaluation of every director's performance. The evaluation for the year2018-19 was carried out through structured questionnaires (based on various aspects of theBoard's functioning composition its Committees culture governance execution andperformance of statutory duties and obligations). The questionnaire covers all aspectsprescribed by SEBI vide its circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5thJanuary 2017. The Directors expressed their satisfaction with the evaluation process andresults thereof.
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 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 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 during theyear with the Related Parties referred to in Section 188 of the Companies Act 2013disclosed in AOC-2 marked as Annexure B.
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 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 interests of the Companyor the Society as a whole. In line with our corporate values the Company is committed tothe highest standards of Corporate Governance and stakeholder's responsibility. YourCompany believes in achieving its business goals solely through means that are ethicaltransparent and accountable and this principle forms the basis of our strong VigilMechanism.
INDIAN ACCOUNTING STANDARDS (IND AS): The Ministry of Corporate Affairs vide itsnotification dated 16th February 2015 has notified the Companies (IndianAccounting Standards) Rules 2015.
The Company has adopted Indian Accounting Standards ("Ind AS") from 01stApril 2017 with transition date of 01st April 2016 and accordingly thesefinancial statements have been prepared in accordance with the recognition and measurementprinciples laid down in the Indian Accounting Standard (Ind AS) as prescribed underSection 133 of the Companies Act 2013 read with the relevant rules issued there under andother accounting principles generally accepted in India as applicable.
Auditors' Report for the Financial Year Ended 2019:
The Statutory Auditor in his Auditor's Report have mentioned following qualificationreservation or adverse remarks:
Explanation of the Board on the Qualified Opinion of Statutory Auditors:
|SL. No. ||Qualifications made by the Secretarial Auditor ||Explanations by the Board |
|1. ||The Company has not provided confirmation of balances and status of account for certain Bank accounts. The impact of the same on the financial statements could not be quantified as the requisite information and records are not made available for our verification. ||In spite of various reminders the bankers have failed to provide the balances. |
|2. ||The Company has reported Rs. 67.06 Crores as inventory held by the Company. Due to the nature of the inventory we could not verify the quantity as well as value of the inventory and we could not satisfy ourself about the correctness of quantity of inventory held. Also we have not been provided with the basis for valuation of inventory held as on 31.03.2019. In view of the above we are unable to comment on the accuracy of the value of inventory reported. ||The inventory is in the form of Nucleus Seeds Foundation Seeds and Hybrid Seeds. The same is safely kept in cold room as per normal storage norm for seeds. |
|3. ||The Company has not recognized liability towards gratuity and leave encashment as per the requirement of Ind AS 19 (Employee Benefits). Hence we are unable to comment on the compliance of Ind AS 19(Employee Benefits). ||This is a new compliance shortly after the demerger and hence does not qualify for gratuity or leave encashment as we have no provision of leave encashment. |
|4. ||The Company has not provided the breakup for Trade receivables reported in the financial statement. Further we have not been provided with confirmation of balances for trade receivables as at the end of the year. Hence we cannot comment on the reliability of the Trade Receivables balances. ||The Books have been shown but inspite various reminders the various parties have failed to provide the balances. |
|5. ||The Company has not provided the breakup for Trade payables reported in the financial statement. Further we have not been provided with confirmation of balances for trade payables as at the end of the year. Hence we cannot comment on the reliability of the Trade Payable balances. ||The Books have been shown but inspite various reminders the various parties have failed to provide the balances. |
Messrs. YCRJ & Associates Chartered Accountants Bengaluru (ICAI Firm RegistrationNo. 0069275) were appointed as the Statutory Auditors of the Company to hold office for aperiod of five (5) years from the conclusion of the 9th Annual General Meeting. As per theCompanies (Amendment) Act 2017 and rules made thereunder with effect from May 7 2018the Central Government notified the omission of the requirement related to ratification ofappointment of auditors by members at every Annual General Meeting. Accordingly theresolution for ratification has not been placed before the members.
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 D]. 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 ||Section 138 of the Companies Act 2013 relating to appointment of Internal Auditor was not complied with. ||The Company could not find a professional to conduct the audit during the Financial Year. Further the Company in its Meeting held on August 12 2019 appointed M/s. Mishra & Associates Chartered Accountants as Internal Auditor for the FY 2019-20. |
|2 ||Regulation 17 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 relating to composition of Board was not complied with. ||Due to the resignation of some Independent Directors from the Board of the Company Regulation 17(1) was not complied with. The Company has later complied with the Regulation and the same has been acknowledged by the Exchange vide its Notice No. 20190408-35 dated April 8 2019. |
|3. ||The Company had not appointed Company Secretary for the period from from 11.07.2018 to 12.02.2019. ||The Company couldn't find a suitable candidate for the post. Furthermore the Company has appointed Ms. Maitri Chatterjee as a Company Secretary with effect from February 12 2019. |
|4. ||Compliances under Secretarial Standards on Board and General Meetings i.e. SS - 1 and SS 2 are not satisfactory and the Company needs to take proper steps to comply with the same. ||The Company has taken utmost care to adhere with Secretarial Standards. |
|5 ||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. |
|6 ||The Company does not have a functional website. ||The website of the Company is presently under construction. |
|7 ||Contributions to PF and ESI authorities were noted to be pending for entire financial year. ||As the Company is going through a financial crisis therefore the contributions to the PF and ESI authorities were pending. The Company has started making contributions to the respective funds at present. |
|8 ||Certain reports required to be filed under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 were not filed within prescribed time. ||The Company did not have any professional to comply with the same within due date. The Company had complied the same at a later date. |
|9 ||Certain returns/registers required to be filed/maintained under some of the general laws are not maintained/filed within prescribed time. ||The Company at present has complied with all the compliances as required. |
|10 ||There was delay in filing RBI Annual Return. ||The Company did not have any professional to comply with the same within due date. The Company had complied the same at a later date. |
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 temporarytrainees) are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed offduring FY 2018-19:
No of complaints received: Nil
No of complaints disposed off: Nil
No of cases pending for more than 90 days: Nil
No of workshops or awareness programs: 2
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.
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 year 2018-19to 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 Depositories Registrars for their guidance andsupport. We also take this opportunity to thank the Indian farming community who believedin our company and 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.
|Date: 28th May 2019 ||By order of the Board of Directors |
|Place: Bangalore || || |
| ||Dhirendra Kumar ||Karan Singh |
| ||Managing Director ||Director |
| ||DIN: 00301372 ||DIN: 00920982 |