DIRECTOR'S REPORT Your Directors have pleasure in submitting the 43rdAnnual Report together with the Audited Accounts of your Company for the year ended 31st March, 2015. REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIR:- The Company's sales revenue has increased substantially during the year, the Company has achieved turnover of Rs. 35,505.74 Lacs which is increased by 14.78% as compared to last year turnover of Rs. 30,932.95 Lacs. The Company earned a Profit after tax of R 1925.64 Lacs during the year which is decreased by 4.24% as compared to last years' Profit after tax of Rs. 2010.83 Lacs. Your Company has performed well during the year by efficiently managing the resources, which result into improved performance and better sales. However there was reduction in profitability due to steep hike in price of main imported raw materials other inputs like power, natural gas, coal etc. DIVIDEND: Your Company recommended a dividend at the rate of Rs. 1.5 per Equity Share of Rs. 10/- each. In the previous year the dividend at the rate Rs. 2 per Equity Share of Rs. 10/- each was recommended. The dividend will be paid to the members whose names appear in the Register of Members as on 14th September, 2015 (one day before book closure date); in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on 14th September, 2015 (one day before book closure date). FIXED DEPOSIT: Your Company has not accepted or repaid any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013. The Company has 6 deposits of R 2,00,000/- as on 31st March, 2015 which have remain unclaimed. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: There were no loans given, investments made, guarantees given or securities provided by the Company covered under Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS :- All Related Party Transactions that were entered into during the financial year were on arm's length basis and in the ordinary course of business. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website <http://www.camphor-allied.com/RPT%20policy.pdf> Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure-A" to the Directors' Report. CORPORATE SOCIAL RESPONSIBILITY (CSR): Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Shyamal A.Bodani, Executive Director. The Other Members of the Committee are Mr. Harshvardhan A. Piramal, Non-Executive, Independent Director and Ms. Amruta V. Nair, Non-Executive, Independent Director. The Corporate Social Responsibility Policy recommended by the CSR Committee of the Directors has been approved by the Board of directors of the Company. The same is available on the website of the Company i.e. <http://www.camphor-allied.com/Capl_CSR%20policy.pdf> and is also attached to this report as "Annexure- B". The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial year ended 31st March, 2015 is attached to this report as "Annexure-C". INSURANCE: The Company's buildings, plant & machinery and inventories have been adequately insured. Loss of profit with respect to both factories has also been adequately insured. MEETINGS: During the year 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of the same along with other Committees of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS: The Board comprises of eight directors, of which four are independent directors. In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Shyamal A. Bodani, Executive Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Mr. Anil K. Bodani, Executive Chairman was passed away on 20th December, 2014. The Board placed on record significant contributions made by Late Mr. Anil K. Bodani during his lifetime. Mrs. Chandrika A. Bodani was appointed as Director as per Section 161 of the Companies Act, 2013 and Subsequently appointed as whole time director designated as Executive Chairperson w.e.f 20.01.2015 subject to approval of Shareholder at ensuing general meeting. The Company has received requisite notice in writing from a member proposing Mrs. Chandrika A. Bodani for appointment as Director of the Company. KEY MANAGERIAL PERSONNEL: Mr. Girish Khandelwal, Chief Financial Officer and Ms. Sweta Pandey, Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act, 2013. Ms. Nirmala Agarwal has been resigned from the post of Company Secretary cum Compliance officer during the financial year 2014-2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 134): The particulars relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-D" to the Directors Report. AUDITORS: M/s Lodha & Co. Chartered Accountants, Mumbai (Firm registration No. 301051E), Mumbai have been appointed as Statutory Auditors of the company at the last Annual General Meeting held on 26.09.2014 for a period of four years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of their appointment as Statutory Auditors is being sought from the members of the Company at the ensuing AGM. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 139 of the Companies Act, 2013. AUDITORS' REPORT: The observations made in the Auditors' Report are self-explanatory and do not call for any further comments u/ s 134(3) (f) of the Companies Act, 2013. SECRETARIAL AUDITOR: The Board had appointed Mr. Vipul Kumar Singh, Company Secretary in Practice to issue Secretarial Audit Report for the financial year 2014-15. Secretarial Audit Report issued by Mr. Vipul Kumar Singh, Company Secretary in Practice, in Form MR-3 for the financial year 2014-15 forms part of this report and marked as "Annexure-E". There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report. The Board at its meeting held on May 28, 2015, has appointed M/s. Shreyans Jain & Co., Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2015-16. COST AUDITORS:- The Board had appointed, subject to ratification of the remuneration payable to the cost auditor by the shareholders in the 42nd Annual General Meeting, M/s. N. Ritesh & Associates, Cost Accountants, to conduct the audit of the cost accounting records for financial year 2014-15. The cost audit report for the financial year 2013-14 was filed with Ministry of Corporate Affairs on 1st October, 2014. Pursuant to the provisions of Section 148 of the Act 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, your Board has appointed M/s. N. Ritesh & Associates, Cost Accountants as the Cost Auditors to conduct the cost audit of the Company for the financial year 2015-16. MATERIAL CHANGES: There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any. ENVIRONMENTAL COMPLIANCE AND SAFETY:- Your Company gives great importance to pollution control and environment protection and efforts are made at each stage of manufacture to maximize recovery, conserve water and to minimize effluents and emissions. As required by the local authorities the Company submits necessary analytical reports. Environment Audit is conducted on regular basis and reports are submitted to the concerned authorities. LISTING OF SECURITIES:- Your Company's Equity Shares are listed at Bombay Stock Exchange Limited. The Shares are under compulsory dematerialization list of the Securities & Exchange Board of India. As on 31st March 2015, total 45, 29,191 shares representing 88.23% of Companies Equity Share Capital have been dematerialized. The Company has paid Annual Listing fees for the year 2015-2016 to the Bombay Stock Exchange Limited. INDUSTRIAL RELATIONS:- The relations with the employees of the Company remained peaceful and cordial during the year under review. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not annexed since there are no employees drawing remuneration of more than R 60, 00,000/- per annum during the year under review, if employed for full year or more than R 5, 00,000/- per month, if employed for part of the year. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as "Annexure-F". However in terms of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office or at the corporate office of the Company. DIRECTOR'S RESPONSIBILITY STATEMENT:- To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 20131. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure; 2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. 31st March, 2015 and of the profit or loss of the Company for the year ended on that date. 3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. That the Directors had prepared the annual accounts on a going concern basis. 5. That proper internal financial control was in place and that the financial controls were adequate and were operating effectively. 6. That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:- As required under clause 49 of the listing agreement entered with the Stock Exchange, a report is given as "Annexure- G" forming part of this Director's Report. CORPORATE GOVERNANCE:- Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report together with the Auditors' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of the Annual Report. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance. The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Share Transfer Committee. The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairperson and Non-Independent Directors was carried out by the Independent Directors. FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS: Familiarisation Program has been carried out by the Company for the Independent Directors details of which has been posted on Company's website <http://www.camphor-allied.com/fprog.pdf> TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): During the year under review, Your Company has transferred a sum of R 2,96,135 to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the year 2006-2007 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment. NOMINATION AND REMUNERATION POLICY: The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Nomination and Remuneration Policy of the Company is attached to the Board's Report as "Annexure-H". VIGIL MECHANISM POLICY: The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing agreement, framed "Vigil Mechanism" ("the Policy"). The Vigil Mechanism may be accessed on the Company's website at the link: <http://www.camphor-allied.com/> VigilMPol.pdf RISK MANAGEMENT: Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan. The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level. The Company has adopted risk management policy. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-I". SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENTS:- The Directors wish to place on record their appreciation for their continued support and co-operation by Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by the Company's unions and all the employees for their dedicated service. ON BEHALF OF THE BOARD CHANDRIKA A. BODANI EXECUTIVE CHAIPERSON DIN NO: 00618298 DHARMIL A. BODANI MANAGING DIRECTOR DIN NO: 00618333 PLACE: - MUMBAI Date:- 14th August, 2015 |