Your Directors are pleased to present the 45th Annual Report on business andoperations of your company together with the Audited Financial Statements for thefinancial year ended 31st March 2017 and the Report of the Auditors thereon..
1. FINANCIAL RESULTS:
The Financial performance of the Company for the year ended 31st March 2017is summarized below:
|Particulars ||Year Ended on 31.03.2017 ||Year Ended on 31.03.2016 |
|Sales and Other Income ||35260.68 ||35318.51 |
|Profit before Interest Depreciation and Tax ||5325.83 ||5280.09 |
|Deduction || || |
|Interest ||390.48 ||946.36 |
|Depreciation ||1162.47 ||941.88 |
|Provision for Income Tax and Deferred Tax ||1357.45 ||1123.21 |
|Income Tax for earlier year ||- ||- |
|Net Profit after Tax ||2415.43 ||2268.64 |
|Add: Balance brought forward from last year ||10250.73 ||8074.78 |
|Profit available for appropriation ||12666.16 ||10343.42 |
2. OPERATIONAL PERFORMANCE/STATE OF COMPANY'S AFFAIRS:
In the Financial Year (FY) 2016-2017 the Company earned a Profit after tax of ' 2415.43lakh as against ' 2268.64 lakh for the previous year thereby registering a growth of6.47%.
As a result of increase in the profit the Earning per share (EPS) increased from '44.19 in the previous year to ' 47.05 in the year under review.
The Company's sales revenue during the year increased marginally by 0.10% from '35091.76 lakh (previous year) to ' 35126.61 lakh.
The net worth of your Company increased to ' 17983.17 lakh at the end of the fiscalyear 2017 from ' 15567. 74 lakh at the end of fiscal year 2016 thereby registering agrowth of 15.52%.
Your Company performed well during the year by efficiently managing the resourceswhich resulted into improved performance and increase in profit and EPS. Despite marginalincrease in the sales revenue the Company managed to register a growth of 6.47% in profitafter tax mainly due to decrease in the cost of raw material and financial costs.
3. SHARE CAPITAL:
There was no change in the Company's share capital during the year under review. TheCompany's paid up equity share capital remained at ' 51336740/- comprising of 5133674equity shares of '10 each.
Your Company is rewarding its shareholders by way of consecutive dividends consideringthe consistent financial performance of your Company and promising future prospects whileretaining capital to maintain a healthy Capital Adequacy Ratio to support future growth.Your Directors have recommended a dividend of ' 1.5 per share (15%) on the Paid up Equityshares of face value of ' 10/- each for the FY 2016-17 (' 1.5 per share (15%) in theprevious year) to those shareholders whose name appear on the Register of members as on 15thSeptember 2017 subject to the approval of members at the 45th Annual GeneralMeeting.
5. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013:
During the year under review your Company has not accepted any Deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
The Company had 2 deposits of ' 60000/- (Rupees Sixty thousand only) as on 31stMarch 2017 which remained unclaimed. The amount remaining unclaimed for a period of 7years from the due date of maturity shall be transferred to Investor Education ProtectionFund (IEPF) in terms of the provisions of the Companies Act 2013.Out of two deposits of '60000/- one deposit of ' 40000/ (Rupees Forty Thousand only) got due for transfer toIEPF and was duly transferred to the fund on 25th July 2017.
6. MATERIAL CHANGES AND COMMITMENTS:
Following material changes and commitments affecting the financial position of theCompany have occurred between the end of the financial year of the Company to which thisreport relates and the date of the report:
a. Scheme of Amalgamation:
A Petition under Section 230 to 232 of the Companies Act 2013 for an order sanctioningthe Scheme of Amalgamation of Oriental Aromatics Limited with Camphor and Allied ProductsLimited and their respective Shareholders and Creditors was presented by your Companywith the Hon'ble National Company Law Tribunal (NCLT) on 4th day of May 2017.The Appointed Date for the said Scheme of Amalgamation is 1st April 2016 or such otherdate as may be fixed or approved by the NCLT or other Government Authority if applicable.
b. Change in Directorate
The Company had lost its Chairperson Mrs Chandrika A. Bodani due to her sad demise on14th July 2017. Under her able guidance and significant contributions the Companywitnessed tremendous growth. The Company paid tribute to its Chairperson.
Mr. D. S. Raghva Executive Director-Operations of the Company stepped down from thepost of directorship on 3rd August 2017 due to personal reasons. The Board inits meeting held on 16th August 2017 took note of the same and placed on recordits appreciation for the contributions made by him during his tenure as a director.
Mr. Satish Kumar Ray (DIN:07904910) was appointed as Additional Director in the Boardmeeting held on 16th August 2017 to hold office upto the date of ensuing 45thAnnual General Meeting. Directors recommend his appointment as the Whole Time Directordesignated as Executive director-Operations' of the Company for a period of fiveyears to the members in the 45th Annual General Meeting.
Mr. Animesh Dhar (DIN:07905777) was appointed as Additional Director in the Boardmeeting held on 16th August 2017 to hold office upto the date of ensuing 45thAnnual General Meeting. Directors recommend his appointment as the Whole Time Directordesignated as Executive director-Operations' of the Company for a period of fiveyears to the members in the 45th Annual General Meeting.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review no orders have been passed by the Regulators / Courtswhich would impact the going concern status of the Company and its future operations.
8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company's Internal Control System commensurate with the size scale andcomplexity of its business operations. Your Company has maintained a proper and adequatesystem of internal controls. 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 internalauditor corrective actions are undertaken in the respective areas and therebystrengthening the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.
9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
There were no loans given investments made guarantees given or securities provided bythe Company covered under Section 186 of the Companies Act 2013.
10. RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the FY2016-17 were onarm's length basis and in the ordinary course of business.
The policy on dealing with Related Party Transactions as approved by the Board isuploaded on the Company's website http://camphor-allied.com/RPT%20policy.pdf
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as "Annexure-A"to the Directors' Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review the Board comprised of 8 (eight) directors out of which4(four) were independent directors.
b. RETIREMENT BY ROTATION:
In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Shyamal A. Bodani (DIN: 00617950) Executive Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
The proposal regarding the re-appointment of the aforesaid Director is placed for yourapproval. The Board of Directors recommends his re-appointment.
c. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of Companyconfirming that they meet with the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
d. NUMBER OF MEETINGS OF THE BOARD:
During the year five (5) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.Detailed information on the meetings of the Board and Committees are included in theCorporate Governance Report which forms part of this Annual Report.
e. FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Company has set Familiarisation Programme for Independent Directors with regard totheir roles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The details of which areavailable on the website of the Company (www.camphor-allied.com).
f. BOARD EVALUATION:
In terms of the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 a structured questionnaire was prepared aftertaking into consideration the various aspects of the Board functioning like composition ofthe Board and its committees culture execution and performance of Specific dutiesobligations and governance.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairperson and the Non Independent Directors wascarried out by Independent Directors.
g. KEY MANAGERIAL PERSONNEL:
Ms. Kiranpreet Gill has been appointed as Company Secretary and Compliance officer ofthe Company w.e.f. 4th April 2016.
12. CORPORATE GOVERNANCE
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Company's Auditors confirming compliance forms a part of thisAnnual Report as per SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
13. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under the provisions of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 forms part of thisAnnual Report.
14. DIRECTOR'S RESPONSIBILITY STATEMENT:-
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 yourDirectors hereby state and confirm that:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there have been no material departures.
2. Such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent to give a true and fair viewof the Company's state of affairs as at March 31 2017 and of the Company's profit for theyear ended on that date.
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The annual financial statements have been prepared on a going concern basis.
5. That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
6. Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
15. DISCLOSURES RELATED TO POLICIES:
a. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to Section 135 of the Companies Act 2013 and the Rules made there under theBoard of Directors has constituted the Corporate Social Responsibility (CSR) Committeeunder the Chairmanship of Mr. Shyamal A. Bodani Executive Director.
The projects are identified and adopted as per the activities included and amended fromtime to time in Schedule VII of the Companies Act 2013. Accordingly the Company operatesCSR Policy in the areas of promoting educational facilities for the students havinglearning disabilities.
The Corporate Social Responsibility Policy recommended by the CSR Committee of theDirectors has been approved by the Board of directors of the Company. The same isavailable on the website of the Company http://www.camphor-allied.com/CaplCSR%20policy.pdfand is also attached to this report as "Annexure- B".
During the FY 2016-17 the Company has spent the amount of ' 120 lakh towards the CSRinitiatives. The disclosure relating to the amount spent on Corporate SocialResponsibility activities of the Company for the financial year ended 31stMarch 2017 is attached to this report as "Annexure-C".
b. NOMINATION AND REMUNERATION POLICY:
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 as recommended by the Nomination andRemuneration Committee is duly approved by the Board of Directors of the Company theNomination and Remuneration Policy of the Company is attached to the Board's Report as "Annexure-D".
c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any. The objective of the Policy is to explain and encouragethe directors and employees to report genuine concerns or grievances about unethicalbehavior actual or suspected fraud or violation of the company's Code of Conduct orEthics Policy.
The Vigil Mechanism may be accessed on the Company's website at the link:http://www.camphor- allied.com/VigilMPol.pdf
d. RISK MANAGEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 the Company hasalready in place a Risk Management Plan.
The Company has a robust Business Risk Management framework to identify and evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance your Company's competitiveadvantage.
The business risk framework defines the risk management approach across the enterpriseat various levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level. The Company has adopted risk management policy.
16. AUDITORS AND AUDITORS REPORTS:
At the Company's 42nd Annual General Meeting held on 26thSeptember 2014 M/s Lodha & Co. Chartered Accountants Mumbai (Firm registration No.301051E) were appointed as Company's Statutory Auditors to hold office till theconclusion of the 46th Annual General Meeting subject to ratification by themembers at every Annual General Meeting until the expiry of the period of originalappointment.
Therefore in terms of the provisions of Section 139 (1) of the Companies Act 2013the ratification of the appointment of statutory auditors is being sought from the membersof the Company at ensuing AGM.
The Company has received a certificate from the Auditors to the effect that if they arereappointed it would be in accordance with the provisions of the Section 141 of theCompanies Act 2013.
The Auditors Report to the shareholders for the year under review does not contain anyqualification.
b. SECRETARIAL AUDITOR:
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 hadappointed M/s. Shreyans Jain & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the FY 2016-17. The Report of the Secretarial Auditcarried out is annexed herewith as "Annexure E".
The Secretarial Audit report as issued by the auditors in Form MR-3 does not containany observation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
The Board at its meeting held on May 30 2017 has on the recommendation of the AuditCommittee re-appointed M/s. Shreyans Jain & Co. Practicing Company Secretaries asSecretarial Auditor for conducting Secretarial Audit of the Company for the FY 2017-18.
c. COST AUDITOR:
Pursuant to the provisions of Section 148(2) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board had appointed M/s V.J. Talati & Co Cost Accountants as cost auditors to conduct the audit of Costaccounting records for the FY 2016-17.
The Cost Audit report for the FY 2015-2016 was filed with Ministry of Corporate Affairson 12th September 2016.
The Board at its meeting held on May 30 2017 has on the recommendation of the AuditCommittee re-appointed M/s V. J. Talati & Co. Cost Accountants to conduct the auditof the cost accounting records of the Company for FY 2017-18 at a remuneration of '130000/- (Rupees One lakh thirty thousand only) plus Service Tax & reimbursement ofout-of- pocket expenses. The remuneration is subject to the ratification of the Members interms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014and is accordingly placed for your ratification.
The Company's buildings plant & machinery and inventories have been adequatelyinsured. Loss of profit with respect to both factories has also been adequately insured.
18. ENVIRONMENTAL COMPLIANCE AND SAFETY:
Your Company gives great importance to pollution control and environment protection andefforts are made at each stage of manufacture to maximize recovery conserve water and tominimize effluents and emissions. As required by the local authorities the Company submitsnecessary analytical reports. Environment Audit is conducted on regular basis and reportsare submitted to the concerned authorities.
19. LISTING OF SECURITIES:
Your Company's Equity Shares are listed at BSE Limited. The Shares are under compulsorydematerialization list of the Securities & Exchange Board of India. As on 31stMarch 2017 total 4563819 shares representing 88.90% of Companies Equity Share Capitalhave been dematerialized. The Company has paid Annual Listing fees for the FY 2017-18 toBSE Limited.
20. INDUSTRIAL RELATIONS:
The relations with the employees of the Company remained peaceful and cordial duringthe year under review.
21. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92(3) of the act in form MGT 9 is attached as Annexure-"F"which forms part of this report.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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- G" to this report.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the details are not required to be annexed since none of the employees aredrawing remuneration more than the specified limits during the year.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached herewith as Annexure-"H".
Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
24. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review Your Company has transferred a sum of ' 306694/-(Rupees Three Lakh Six Thousand Six Hundred and Ninety-Four only) to Investor Educationand Protection Fund in compliance with the provisions of Section 125 of the CompaniesAct 2013. The said amount represents dividend for the FY 2008-09 which remained unclaimedby the members of the Company for a period exceeding 7 years from its due date of payment.
25. GREEN INITIATIVE:
Your Company has considered and adopted the initiative of going green minimizing theimpact on the environment. The Company has been circulating the copy of the Annual Reportin electronic format to all those members whose email addresses are available with theCompany. Your Company appeals other Members also to register themselves for receivingAnnual Report/documents in electronic form. The E-Communication Registration Form has beenannexed at the end of the annual report.
Your Directors take this opportunity to express their deep and sincere gratitude to thecustomers and investors for their confidence and patronage as well as to the vendorsbankers financial institutions and business associates regulatory and governmentalauthorities for their co-operation support and guidance. Your Directors would like toexpress a deep sense of appreciation for the support extended by the Company's unions andcommitment shown by the employees in its continued robust performance on all fronts.
| ||For and on behalf of the Board of Directors |
| ||Dharmil A. Bodani ||Shyamal A. Bodani |
| ||Managing Director ||Executive Director |
| ||DIN: 00618333 ||DIN:00617950 |
|Place: Mumbai || || |
|Date: 16th August 2017 || || |