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Camex

BSE: 524440|ISIN: INE198C01010|SECTOR: Dyes & Pigments
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Directors Report Year End : Mar '18    Mar 15

TO THE MEMBERS,

The Directors have pleasure in submitting their 29th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018

1. FINANCIAL RESULTS:

The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

(Rs. in Lakhs)

Standalone

Particulars

2017-2018

2016-2017

Total revenue

12277.89

10696.59

Profit before Finance Cost, Depreciation & Amortization Expense and Tax Expense

603.69

494.23

Less: Finance Cost

201.58

169.50

Depreciation & Amortization Expense

80.36

77.68

Profit/(Loss) before Exceptional Item and Tax

321.75

247.05

Exceptional Item (Net of Income)

0

0

Profit/(Loss) Before Tax

321.75

247.05

Less: Tax Expenses

Current Tax

100.28

51.48

Deferred tax liability/(asset)

8.28

32.90

Profit/(Loss) for the period from continuing Operations

213.19

162.67

2. TRANSFER TO RESERVE:

During the year Company has not transferred any amount to reserves.

3. DIVIDEND:

Board of Directors has decided to conserve resources and therefore, did not recommend dividend for the financial year 2017-18.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review: During the year 2017-18, the Company''s turnover has increased to Rs. 12,255.67 Lakhs as compared to last years'' sales of Rs. 10,620.73 Lakhs and profit of the current year also increased to Rs.213.19 Lakhs compared to profit of Rs.162.67 Lakhs for the previous financial year. Your directors are hopeful of getting better results in the current financial year, however depreciation in the rupee as compared to US$ may have some effect on the Company''s business.

Your directors believe that rising consumer spending will drive increased demand for organic colorants in textiles and plastics, while strong growth in global construction activity will boost demand in paints and coatings. Increase in value demand will reflect the growing importance of expensive, higher value dyes and pigments that meet increasingly stringent performance standards and preferences for more environmentally friendly products. Despite the healthy growth, even faster advances will be limited by a moderation in global vehicle production and slow growth in printing inks due to the challenges faced by the print media industry.

5. THE CHANGE IN NATURE OF BUSINESS

Company has diversified the business activity by adopting new object clause i.e Rubber Business during the year.

6. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is attached to this Report as ANNEXURE-I and forms part of this report.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Six board meetings were held during the financial year under review. For, details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has only one wholly own subsidiary name as Camex HK Limited at Hongkong. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company as ANNEXURE-II and forms part of this report. The Company does not have any Joint Venture or Associate Company.

NAME OF COMPANY

ADDRESS

Registration No.

Camex HK Limited

RM A&B,2/F Lee Kee Com Bldg, 221-227 Queen''s Rd Central Hong Kong.

59898212-000-06-50-8

9. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

10. DIRECTORS & KMP:

Mr. Mahaveer Chopra, Whole- Time Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

There is no change in directors and KMPs of the Company during the year under review.

However, the Independent Director, Mr. Pritesh Jain (DIN: 07493469) resigned from the Directorship of the Company w.e.f. 01.04.2018.

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which may affect their status as independent directors during the year.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that -

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 and of the loss of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a ''going concern'' basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - III attached to this report.

13. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2018 given by M/s. Ravi Kapoor & Associates, Practicing Company Secretary is annexed as Annexure - IV to this Report.

14. STATUTORY AUDITORS:

M/s. P M Nahata & Co., Chartered Accountant (Firm Registration No.127484W) has been appointed in the last Annual General Meeting of Financial Year 2016-17 for a term of 5 consecutive years from the Annual General Meeting of Financial Year 2016-17 till the conclusion of the Annual General Meeting for the Financial Year 2021-22, subject to ratification of their appointment at every Annual General Meeting.

However, Ministry of Corporate Affairs, vide its Notification dated 7th May, 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules, 2014 and accordingly, provisions of requirement of ratification of appointment of auditor at every general meeting is dispensed with. Therefore, at the ensuing general meeting members are not required to ratify Auditor''s appointment and M/s. P. M. Nahata & Co., Chartered Accountant (Firm Registration No.127484W) will continue to act as Statutory Auditors of the Company till the financial year 2021-22.

15. CASHFLOW STATEMENT

Cash Flow Statement is the part of Balance Sheet.

16. COMMENTS ON AUDITORS'' AND SECRETARIAL AUDIT REPORT:

The Auditors'' Report and Secretarial Audit Report do not contain any qualification, reservation, adverse remark or disclaimer.

17. Details of Committees

The details pertaining to composition of Audit Committee, Nomination and Remuneration Committee and Stake Holder Relationship Committee are included in the Corporate Goveranance Report, which forms part of this report.

18. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is put on the Company''s website and can be accessed at: http://www.camexltd.com

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) (APPLICABLE TO EVERY COMPANY HAVING NET WORTH OF RUPEES FIVE HUNDRED CRORES OR MORE, OR TURNOVER OF RUPEES ONE THOUSAND CRORES OR MORE OR A NET PROFIT OF RUPEES FIVE CRORES OR MORE DURING ANY FINANCIAL YEAR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

20. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:

Company has made and maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act.

21. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As the Company is not having ten women employees employed during the year therefore the provisions regarding establishment of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

22. LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any investment and also not granted any loan and guarantee as prescribed.

23. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review Company has entered into transactions with related parties. The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC 2. (Annexure-V)

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.camexltd.com There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

25. INSURANCE:

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - VI and is attached to this report.

28. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION:

Company has accepted Indian Accounting Standards since 1st April, 2017 which does not affect the Financial Position but the disclosure pattern of Financial Statement has been changed.

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

29. RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section

30. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

(Rs. In Lakhs)

Sr.

No.

Name of Director

Remuneration in Lakhs

Median Remuneration

Ratio

1.

Mr. Chandraprakash Chopra

36.00

1.67

21.56

2.

Mr. Mahaveerchand Chopra

12.00

1.67

7.19

3.

Mr. Jitendra Chopra

24.00

1.67

14.37

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

During the period under review, remuneration of directors, CFO and Company Secretary remain unchanged.

c. The percentage increase in the median of employees in the financial year: 2.99%

d. There are 118 Permanent employees on the rolls of the Company.

e. The explanation on the relationship between average increase in remuneration and Company performance: The total turnover of the Company is Rs. 12255.67 Lakhs, which is increased by 1634.95 Lakhs from the previous year turnover of Rs. 10620.73 lakhs. Average increase in the remuneration of employees is in line with the current market dynamics and as a measure to motivate the employees for better future performance to achieve organization''s growth expectations.

f. The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2017-18: The Company does not have any employee who has received remuneration during the financial year , which in aggregate exceeds Rs. 1.02 Cr.

Further, Company does not have any employee who employed for the part of the year and was in receipt of remuneration for any part of that year exceeding Rs.8.50 Lakhs per month.

g. Further the remuneration is as per the remuneration policy of the Company.

31. ANNUAL PERFORMANCE EVALUATION:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Nonexecutive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines. The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board. In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

INDIVIDUAL DIRECTORS:

Independent Directors:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business leadership.

32. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis and corporate governance report are annexed as Annexure - VII and Annexure - VIII respectively to this Report.

33. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Chandraprakash Chopra

Date: 8th August, 2018 Chairman & Managing Director

Place: Ahmedabad DIN:00375421

Source : Dion Global Solutions Limited
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