Get App


Associate Partners

Camson Bio Technologies Directors Report, Camson Bio Tech Reports by Directors

Camson Bio Technologies

BSE: 538858|ISIN: INE845E01012|SECTOR: Pesticides & Agro Chemicals
May 27, 12:31
0.33 (4.1%)
VOLUME 2,374
Camson Bio Technologies is not listed on NSE
Download Annual Report PDF Format 2017 | 2016 | 2015
Directors Report Year End : Mar '16    Mar 15

Dear Members,

The Director take Immense pleasure in presenting their 22nd Annual Report on the business and. operations to Audited Accounts of the company or financial year 31st March. 2016.

Statement Financial Results:

(Rs. in millions)



FY 2016

F Y 2015



Net Sales



621. 4 5


Profit before depreciation & taxations





Less: Depreciation





Less: Provision for taxation





Add: Prior period adjustment (Taxation)





Profit after tax

(38. 35)




Minority in crest





Profit after taxes, Minority interest





Balance brought forward from last year



842,3 4


Opening consolidation Loss adjustment




On account of dc-merger




Profit of Cam son Seeds Limited (Demerged Company) for (he FY 2014-15 *



Profit available for appropriation






Transfer to capital reserve





Adjusted from fixed assets




Impact of deferred tax





r SOP amortization




Proposed dividend on equity shares





Corporate dividend tax





Balance carried forward

(5 3 5 39)




Financial and Operational Review;

F Y 2016 was a challenging year for the bio-agri sector in India marked by weather conditions and subdued market demand. The Company registered a decline standalone: Net Sales by 85% compared to previous year by Rs. 1440 mn primarily due to demerger of seeds segment separately in Camson Seeds Limited during the ''Year 2015-16. Revenue contribution from the Agri Biotech (Biocides) business has also declined by 57.6%

On a consolidated basis, FY 2016 Revenue finessed decrease of 69.5% on y-o-v basis, to Rs. 1.409.00 mn primarily due to demerger of seeds segment separately in Camson Seeds Limited during the- FY 2015-16, There is decline by 57,6% in the Agra Biotech business segment due to the ongoing portfolio rationalization, in line with the management expectations and the ongoing locus on the core biocides business.

Camson Bio Technologies Zero-Residue‘ biocides products continued to be the market leader in the fast growing organic agric space. Your Company continues to focus on technology and innovation with new product launches and innovative variants of exist products to make them more effective and efficient. Hi is fun her enhances the Company''s leading market position in the zero-residue biocides business.

Carson’s focus on providing its customers with a wide range of products has resulted in the requirement of a strong marketing and distribution network, Cam son has terminated the services of many C&T Agents in various states and wants to focus on only big Distributors who will also act as C&F Agents lo ensure requisite delivery volumes in a timely and cost efficient manner.


The Company has a Dividend Policy that balances the objective of appropriately rewarding its Shareholders and retaining capital to support future growth. In view of the losses incurred during die year, your Board has not recommended any dividend

Share Capital:

During the year under review, the Company has not issued any Equity Shares and therefore the Issued. Subscribed and Paid-up Equity Share Capital of your Company stands unchanged. As of 31st March, 2016, the outstanding, issued and paid-up equity shares stood at 29,999,840,

General Reserves:

The Company has not transferred any amount to the General Reserves.

Term Loan and Working Capital:

Standalone Basis: As of 31st March, 2016, the Company had total debt of Rs, 458.69 mn. Cash and Cash Equivalents were Rs. 3.02 nut resulting in Net Debt of Rs. 455,67 mn. Total Debt consists of Rs. 94.85 on of Long Term loans and Rs. 263.84 mn of Working Capital loans inclusive of current portion of term loans maturing within 12 months of the Balance Sheet date. As of 31st. March.2016, Camson had leverage profile with Total Debt / Net Worth Net Debt EBITDA (3.45 x).

Consolidated Basis: As of 31st March. 2016, the debt 589.85 nm Cash and Cash Equivalents were Rs. 5.93 mn resulting in Net Debt, of Rs. 583.9.3 nm. Total Debt consists of Rs. 108.83 Term loans and Rs. 481.03 mn of Working Capital loans inclusive of current portion of long term loans maturing within 12 of the balance sheet date.

The Company continues to focus on judicious working capital management. Key working capita! parameters were kepi under strict check'' through continuous monitoring during the year. Cam son also deploys a robust cash management system to ensure timely servicing of its liquidity obligations.

Fixed Deposits:

During the year under review, your Company leas neither invited nor accepted any taxed deposits from the public within the meaning of Section 73 of the Companies Act. 2013, read with the Companies (acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or investments:

The loans or guarantees given by t he Company covered under the provisions of Section 186 of the Companies At 2013 arc annexed to tins Report, The details of the investments made by Company are given in the notes to the financial statements and as below:

SI, No.



Amount (in Rs)


investment in Equity shares of Camson

Agri-Ventures Private Limited


Guarantees and Security

A corporate guarantee of Rs. 130.000.000/- (Rupees Thirteen (''..Torres only) was given to Corporation Bank against the borrowing availed by Cam son Agri-Ventures Private Limited, Subsidiary Company.


During the year, there was no change in the total number of outstanding Shares as on 3 1st March, 2016, Desiring the year 23,634,95! Equity Shares of the Company have been dematerialized as at 31 st March, 2016. Around 78.78% of the Shares of the Company have now been dematerialized as on 31st March. 2016. ’

Members holding shares in physical form arc requested to consider converting their holdings to dematerialized form to facilitate trading of their Shares and eliminate risks associated with physical Shares. Members can conical the Company’s Share Registrars and Transfer Agents for assistance in ill is regard.

Internal Control Systems and their Adieu:

Cam son has an internal control and risk mitigation system, commensurate with the size, scale and complexity of its operations. The objective of the internal control system is to ensure that operations are conducted in adherence To she corporate policies, identify areas of improvement and ensure compliance with the applicable rules anti regulations, The scope and authority of the Internal Audit Junction is defined in the Internal Audi! Manual. To maintain its objectivity and independence, the internal Audit unction reports to the Audit committee.

The Audit Committee of the Board of Dirtier actively reviews the adequacy and effectiveness of the internal] control system and makes suggestions to strengthen the same. The financial Auditor monitors and the efficacy and adequacy of] menial Control system in the Company, its compliance with operating systems, accounting procedures and policies at all location’s of the Company. Based on the report of Internal Audit function, process owners undertake corrective actions m their respective areas and thereby as the controls. Significant audit observations and recommendations along with corrective actions thereon arc presented to the Audit Committee of the Board. The Company has adopting Standard Operating Procedures (SOP) and delegated roles and responsibilities 10 various Department heads for implementation of the same for further strengthening the Internal) Control Systems. This is to ensure that the Company conducts its business with highest standards of statutory, legal and regulatory compliance.

Corporate Social Responsibility (CSR):

Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided m (lie Corporate Governance Report that forms part of this Annual Report.

Furthermore, as required by Section 134(3 )(o) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules. 2014 additional information on the Policy and implementation of CSR activities by your Company during the year are provided in Annex ore lo this report.

However, for the Financial Year 2015- I 6. the Company''s Net loss after tax on Standalone basis was Rs, 37.83 crores and based on net worth and turnover criteria also, the Company was not warranted to spend any monies on CSR activities. [ Annexure. A]

conservation of energy

Your Company believes that Energy Conservation is an important parameter that indicates how efficiently a Company can conduct its operations. We .strongly believe in the social welfare and environmental well-being. We always strive to our best foot forward, to reduce the harmful emissions and are truly committed towards building an environment friendly organization.

The company censures that the manufacturing operation are conducted in the manner where by optimum utilization and maximum possible savings of achieved . the nature of our manufacturing process is such that it does not have a significant ecological and therefore for the year .no specific investment were required to be made in further reducing the energy are not quantitative its cost cannot be stated accurately.

Technology Absorption:

The Company''s products are manufactured using in-house know how and research facilities and no outside technology is being used for manufacturing . Therefore no technology absorption is required. The. Company constantly strives for maintenance and improvement of the quality of its products and endure Resca.reh and Development concocted to achieveare directed to achieve the aforesaid goal The details of the same are annexed. (Annexure B)

The in-house developed ‘Proprietary Technology Platformand research facilities are augmented with latest operating systems, a large library of microbes & microbial cultures and scientific testing tools. Your Company places significant emphasis on creating and managing the intellectual Properly in the areas of biocides inputs, water soluble natural fertilizers and hybrid seeds. Additionally, the

Company continues to identify and develop new technology in order to meet the requirements.

Foreign Exchange Earnings and Outgo:

Cam son is making marketing efforts in selected countries and exploring new market. The Company regularly participates in prestigious international exhibitions and conducts market surveys. Dining the year. Cam son spent Rs. 17,01,574/- Rupees Seventeen lankly one thousand live hundred seventy four only) in foreign exchange towards Directors1 travel expenses.

Human Resource and Industrial Relations:

The Company places a high importance on the development and retention of us human resources as well as providing employees with sale and healthy work environment. The human resource department of the Company is focused on ensuring a right fu between the human resource policies and the overall strategic direction of the Company to enhance stakeholder value We have laid down HR policies and several best practices such as incentive policy and stock options to encourage the employee fraternity. Your Company has recruited various industry professionals to meet die carrel and future needs of the organization. There are no financial or commercial transactions that readied in a conflict of interest between senior management, and the Company,

Your Company strictly believes that maintaining cordial industrial relations is the key to progress of the firm, individuals, management .industry and nation.

Key Managerial Personnel;

During the year under review, die Key Managerial Personnel of the Company comprised of the following members:

No, Name of the person Messrs Designation

I Dhirendra Kumar Managing Discolor*

2. Saniosh Ramaknshna Nan CEO and Whole-lime Director*

3. Narendran Rabindranath CFO

4. Rhamidi Satya Krishna Sinsh Company Secretary

1 Mr. Dhirendra Kumar resigned from the office of Directors w.e.f. 19th April. 2016.

2 Mr, Saniosh Ramaknshna Nair resigned on 31st March. 2016 from die office of in directorship and post of CEC) of the Company.

3. Mr. Narendran Rabindranath resigned from the post of CFO w.e.f. 4th June, 2016

4. Mr. Bhamidi Satya Krishna Sirish resigned from the post of Company Secretary w.c.f''. 8th July, 2015. ’


A. Appointment, Change in designation and. Resignation

Details on appointments, changes in designation, and resignation of Directors, key managerial personnel, and Committees of Directors, as well as on Board and Committee Meetings of your Company, and the matters required to be specified pursuant to sections 134 of I lie Companies Act, 2013 and die SFBf (Listing Obligations And Disclosure Requirements) Regulations, 201 5 are provided in the Corporate Governance Report that is annexed to, and forms pan of this Annual Report.

Post completion of financial year Mr. Dhirendra Kumar as Chairman. Managing Director and for of die Company due to some personal reasons Your Hoard places on record its deep appreciation for (he services rendered by him. As die promoter of the Company and bring the Company to level.

Your Company engaged the services of Mr. Veerendra Kumar Singh, who was Non-executive Director of the Company and a Technocrat in the field of the business of the Company, for availing technical professional services from him in respect of the design, development, implementation, rectification and erection of factory project of the Company in (he financial year 201 5-16. lie is currently the Managing Director of Cam son. After considering various criteria and based on the recommendation from Nomination and Remuneration Committee, your Board recommends the appointment of Mr. Veerendra Kumar Singh into the Board as a Managing Director for a period of Three (3) years from 30th May, 2016.

Mr. Sachin Gupta was appointed as an Additional and Managing Director of the Company as on 19lh April, 2016, post resignation of Air. Dhirendra Kumar, former Managing Director, at a remuneration of Re. 1 (Rupee One only) per month till such time the Company achieves turnaround. Due to some unavoidable circumstances and personal reasons, who resigned from the office of Managing Director but continued to act as an Additional Director of the Company. On 8th August, 2016, he resigned from the office of Director. Brief Profile of Mr. Sachin Gupia is provided in the AGM Notice for ratification of his terms of appointment as die Managing Director and Director from 19 th April, .2016 up to 8th August, 2016,

During the year, Mr-. Bhamid Krishna resigned as Company Secretary and Compliance Officer and Key Managerial Personnel of the Company on 8th July, 2015. The Company is in the process of appointing a Company Secretary in compliance with the Companies Act

Mr. Peter Joseph Kennedy and Mr. Yong Tack Sarong Dame! were appointed as an Additional Directors of the Company on 2nd September, 201 6 by die Board of Directors and the appointments are placed before the Shareholders.


As per the provisions of the Act, Mr. Vecrendra Kumar Singh retires by rotation and. hemp eligible, offers himself for re- appointment. A brief profile of Mr. Veercndra Kumar Singh is provided in the Notice of AG M. ''

C. Independent Directors

Mr. Sunil Puri was appointed as an Additional Independent Director of the Company on 19th April, 2016 at the Meet nig of Board of Directors.

Your Company has received declarations from Mr. Sunil Puri, Independent Directors that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and SB1 Listing Regulations, 201 5. Mr. Sunil Puri being eligible and offering himself for appointment, are proposed to be appointed as Independent Directors for a term of 5 (five) consecutive years from 19tii April, 2016 to 18th April. 2021.

Copy of the draft letter of appointment to each of the Independent Directors in the as provided in the Companies Act, 2013 and SKB1 Listing Regulations, 2015 have been disclosed on the website of the. Company.

hup:// /pdf /Terms of Appointment of IDs.pdf

Brief profiles of Mr. Sunil Purs, as required by SEB1 Listing Regulations 2015, form a pari of the Notice convening the 22nd Annual General Meeting, contained in this Annual Report. The Board recommends the same for Shareholders'' approval in the ensiling Annual General Meeting.

Your Directors place on record their sincere appreciation to the independent Directors who have resigned during the year for the valuable services rendered by Mr. Anil Rajeinlra Naih, Mr. Gulshan Kumar Khamia, Mr. Krishnaswamy Ramaswamy Iyer and Mr. Ballachamia Chengappa Madappa during their tenure as Directors in the Company.

D. Number of Meetings of the Board;

The details of the Board Meetings and other Committee Meetings held during the financial Year 2015-16 are stated in the Corporate Governance Report.. The intervening gap between (lie Meetings was within the period prescribed under she Companies Act, 201 3.

The Company has setup the 1 of lowing Comingles of the Board.

Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee.

The composition of each of die above committee and their respective roles and responsibilities are detailed in the governance report

F. Details of remuneration to Directors:

the company had 144 employees as of 31st March. 2016. Pursuant to Section 19/(12) to the Companies Act, 2013 and Rule 3 ( i) (2) (3) of ‘the Companies (Appointment. and Remuneration) Rules, 2014. Details of Ratio of Remuneration to each Director to the median employee’s remuneration is annexed to this report as Annexure-F.

I here are no employees posted and working in a country outside India, not being Director* or relatives, drawing more than One (.Yore Two Lakhs rupees per financial year or Light Lakhs Fifty Thousand rupees per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

As stated in the Corporate Governance Report, sitting fees arc paid to Non-executive Directors for attending Board'' Committee Meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in such Meetings, in accordance with the travel policy for Directors

G. Board Evaluation:

Pursuant to the provisions of the Companies Act. 2013 and SEB1 (FODR), Regulations, 2015, the performance evaluation of the Board for FY 201 5 -16 will be carried out in F Y 2017 as '' the comprehensive and structured questionnaire framed by Nomination and Remuneration Committee. Your Board has initiated the process of performance evaluation of the Board and requisite criteria have boon established. The criteria provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board Committee''s, who were evaluated on parameters such as level of engagement and contribution, independence of ‘judgment, safeguarding the interest of the Company and its minority Shareholders etc. Board evaluation plays an important role in further enhancing die governance standards of the company and your company keeps a closer view on the evaluation Policy and its framework.

The Remuneration Policy of Cam son inn med to aura, retain, reward and motivate individuals critical for achieving the long term strategic goals of the Company. Carson’s Policy is designed To reflect the performance and is aligned to the long term interest of the Stakeholders. The Board of, on the recommendation of die Nomination and Remuneration Committee framed a Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is slated in the 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 to the employees of the Company, will be provided upon request. In terms of Section 13 of the Companies Act, 2013. the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to die date of ensuing Annual General Meeting. if any member is interested in inspecting die same, such member may write to the Managing Director in advance.

Directors'' Responsib11ity Statement:

Pursuant to Section 134 (5) of the Act, in relation to financial statements (together with the notes to such financial statements) for the financial year 2015-16. the Board of Directors report that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting politics and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true anti fair view of the state of affairs of the company at the end of die financial year and of the profit/ loss of the Company for that period;

(in) the Directors have taken proper and care for the maintenance of adequate accounting records in accordance with (he provisions of the Act for safeguarding the 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 the company commensurate with the size and nature of its business and the complexity of its operations and such internal financial controls are adequate and are operating effectively; and

(vi) the company has a system of getting reports of periodically from the units and is also in the process of implementing more comprehensive systems to ensure compliance with the provisions of all applicable laws.

All transaction entered with Related parses for she year under review were on arm''s lemma basis and were in the ordinary course of die business. There are no materially significant related party transactions made by the Company with Promoters. Key Managerial Personnel or other designated persons which may have potential interest of the Company

The particulars of every contract/''arrangement entered to by the Company with the related panics, referred to Section 88 of the Companies Act. 2013 including certain aim’s length transaction under third provision there to has been disclosed Form AOC 2 [ Annexure

The Policy on party transactions as approved by the Board is uploaded on the Company''s website and is available on: http: w.w.w.camsonbioicchnologies. com/pdf/ RELATED PARTY TRANSACTION POLICY pdf None of the Directors has any material pecuniary relationship or transactions vis-à-vis the company.

Subsidiary Companies:

As on 31st, March 2016, the Company had two (2) Subsidiaries namely Camson Agri -ventures Private Limited (CAV) and Camson Agro Products Private Limited (CAP). The financial performance of the Subsidiaries is annexed to this Report.

Post completion of financial year, further shares were allotted to Mr. Rohitt satish Sareen in Camson Agri-Ventures Private Limited on preferential basis which resulted in the shareholding of the Company got reduced to less than 50% and consequent upon this, Camson Agri-Ventures Private Limited and Camson Agro products Private Limited ceased to be Subsidiaries of Camson as on current date is w.e.f. 20th June. 2016.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Company will make available copies of the Subsidiary Company''s upon request by any Shareholder of the Company/ Subsidiary interested in obtaining the same. These documents shall also be available for inspection at. the Registered Orica of the ''company during business hours up to the date of ensuing AGM. Annexure

Change in Nature of the Business - Demerger of Seeds Business:

The Hon’ ble High Court of Karnataka has sanctioned the Scheme of Arrangement (Demerger) of the seeds business on 31st July 2015. Camson Seeds Limited is now a separate Seeds business entity effective from 1st September 2015.

All the necessary forms, and applications were held with the concerned authority for complying with the completion of the Scheme. Existing Shareholders of Camson were allotted Shares of Camson Seeds Limited on the record date as on 22nd September, 2015, in the ratio of 1:1. Application was made to RSF Limited for listing of Camson Seeds Limited and the relaxation letter from SLR was received under Rule 19(2)(b) of SCRR, 1957, the trading approval is yet awaited from BSE Limited.

Code of Conduct::

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the board and all employees in the course of day to day business operations of the Company, Company believes in ’Zero Toleranceagainst bribery, corruption and unethical dealings behavior of any form and die Board has laid down die directives to counter such nets. The (.''tide n by the Board is known as ''Code of Business Conduct'' which has been posted on the Company''s website at http ://w.w.w. camsonbiologies .com /incest/elause49 compliances htm.

The Code lays down the standard procedure of business conduit which is expelled (o he followed by the Directors and die designated employees in their business dealings and in particular on mailers relating to integrity in the work place, in business practices and in dealing with the stakeholders. the code provides guidance drought examples on the expected be savior from an employee in a given situation and the reporting structure. All the Directors on the Board and the Senior Management Personnel have confirmed compliances with the Code.

Vigil Mechanism or Whistle Blower Policy:

Pursuant to die requirement of Section 177(9) and (10) of the Companies Act, 20 PC Camson has adopted a Vigil Mechanism, to deal with instances of fraud and mismanagement and which allows employees of the Company to their concerns relating to fraud, malpractice or any other actively or event which is against the interest of the Company or the Society as a whole. In line with our corporate values, the Company is committed to the highest standards of Corporate and stakeholder''s responsibility. Camson believes in achieving its business goals solely through means that, arc ethical, transparent and accountable, and this principle form:-the basis of our strong Vigil Mechanism.

The Vigil Mechanism or the Whistle Blower Policy leas been uploaded on the website of the Company at hap .http /w.w.w. cansonbiotechnologies .com/investor /clause 49 complianccs.htm

Auditor''s Report for the Year Ended FY 2016:

The observations made in the Auditors'' Report read together with relevant notes thereon arc self explanatory and hence, do not call for any further comments under Section I34 of the Companies Act, 2013. However, there is a disclaimer of opinion made by the Auditors on the Report, Suitable replies have been provided for the same,

Statutory Auditors:

The Audit Committee at its Meeting held on August 11. 2016. recommended the appointment, of Messrs & Sells, Deloitte Haskine & Sells LLP, Chartered Accountants. (FRN:! 1 7366W/W-100018) who have given their consent and willingness to be appointed as Auditors of your Company. The Board of Directors at their Meeting held on the same day, approved the recommendation the Audit Committee and proposed to appoint Messrs Defoliate Haskins & Sells, LLP. Chartered Accountants, as Auditors of your Company for a period of 5 years from the conclusion of the ensuing 22nd AGM the conclusion of the 27th AGM of the Company subject to the approval of the members of the Company at, the ensuing AGM.

Further. in compliance- with statutory requirements, the Statutory Auditors have not rendered to the company during the financial year 2015-16 of directly or indirectly. any of the services enumerated under Section 144( i) of the Companies. Act, 2013

The Statutory Auditors (Auditors) have given a disclaimer of their opinion in relation (the following matter appearing in the Financial Statements for the year ended March 31,2016. The Board''s responses to the disclaimer made by the Auditors in their Report on the Standalone Financial Statements for the year ended March 31, 2016, Consolidated Financial Statements: for the year ended March 31,2016 and in their ( AR0 Report on these Financial Statements are given below.

Auditor''s Disclaimer:

As explained in Note 4 of the financial results, the received communication from a Shareholder to conduct a forensic audit on financial matters Company. The Company has replied to the Shareholder requesting specific facts and scope/areas for forensic Audit. The Company''s Board of Directors has proposed to carry out forensic Audit by appointing an Independent Committed/legal Counsel to decide the scope and the areas for forensic. audit Because die significance matter, we do not have a basis form an opinion. Accordingly, we do not express an opinion on the financial statements and the requirements of Regulation 33 of the SFB1 (listing Obligations and Disclosure Requirements) Regulations, 2015

Board''s Response:

During the year, the Company has received communication from a Shareholder to conduct a forensic audit on the financial matters of the Company. The (company has replied to the Shareholder requesting specific facts and scope/areas for forensic audit. The Company'' Board of Directors on its .Meeting held on 30th May. 2016 has proposed to carry out forensic audit by appointing an Independent Committee/legal Council to decide (he scope aim the areas of forensic audit. Accordingly, the Company is of the view that material adjustments or disclosures, if any, would be considered after conclusion of die forensic audit.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration o(''Managerial Personnel) Rules. 2014, Camson has appointed Mr. Vijayakrishna K.Y. Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith [Annexure D], The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost. Auditors:

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board had re-appointed Messrs. Murthy & Co., LLP, as tine Cost Auditor of your Company for the financial year 201 6-17 to conduct the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules. 2014, Members are requested to ratify the remuneration payable to Messrs Murthy & Co., LLP, Cost Auditor.

Business Risk Management;

Pursuant to Section 134 (3) (n) of (he Companies Act, 2013 and SEB1 (Listing: obligations and Disclosure Requirements) Regulations, 2015. the Company leas constituted a Business Risk Management Committee, aimed at identification, assessment, monitoring and mitigation of risk and also capturing lessons leart, for future reference. The Company has in place active mechanism to periodically review the risk assessment and minimization procedures and infant the Board Members, in case any risk is foreseen.

The details of the Committee and is terms of reference arc set out in the Corporate Governance Report forming pair of the Boards'' Report. A t present the Company has not identified any element of risk which may threaten the existence of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and) Act, 2015

The Company has in place an Anti Sexual Harassment Policy in time with the requirements of the Sexual! Harassment of Women at the Workplace (Prevention, Prohibition and ) Act. 2013, internal Complaints Committee (ICC) has been set. up to redress complaints received regarding sexual harassment. All employees (permanent. contractual. temporary. temporary) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed of during FY 2015-16:

- No of complaints received : N11.

- No of complaints disposed off : NIL

Significant and Material! Orders Passed by the Regulators or Courts

The Hon’ble High Court of Karnataka has granted approval for the demerger .scheme of the seeds division on 3 1st July 2015, this has paved way for the growth of the Seeds Division as a separate business entity.

Apart from this, no significant or material orders were passed by the Regulators or Courts or Is which impact the going concern status and Company''s operations in fist 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 of MGT-9 is annexed herewith as Annexure E

Corporate Governance and Management Discussion & Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from a Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in SEB1 (Listing obligations and Disclosure Requirements) Regulations, 2015.

Industrial Relations:

Industrial relations have been cord nil and constructive, which have helped your Company to achieve production targets.

Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2016-17 to BSF Limited where the Company''s Shares are listed.

Employee Stock Option Scheme:

Based on the approval accorded by the share holders approval for the Employee stock Scheme Employee Stock Opinion Plan 2012 of Camson Bio Technologies limited exercisable into not more than 14,99,990 options has been obtained by the (’company from the Stock Exchanges. The options became vested in the eligible employees as per the scheme with effect from February 12. 2016. Options were granted on February 12, 2015. There was a minimum gap of one year between date ''grant and first vesting.

The applicable disclosures as stipulated under'' SEBI Guidelines as 31st March. 2016 are given hereunder:

(i). Options Granted: 14.99,990 on 12th February, 2015

(ii). The Pricing Formula: Market Price of ''the Shares on the dale of grant discounted by such rate as decided by the Board in consultation with Compensation Committee. (Previous day’s (dosing price was taken i.e., Closing Market Price of the Shares on February 11,2015 was Rs 09.50/-)

(iii) Exercise price: Rs. 109 per Option

(iv) Options vested: 33.34 %of options

(v). Options exercised: Nil

(vi). Total number of shares arising as a result of exercise of option: Nil

(vii). Options lapsed: Nil

(viii) Variation of terms of options: N A

(ix). Mineralized by exercise of options: NiI .

(x)Total number of options in force: 14.99,990

(xi), Employee wise details of options granted to; -

( a) Senior managerial personnel

(a) Chief Executive Office!'': 2,99,998

(b) Any other employee who receives a gram in any one year of option amounting to 5% or more of option granted during dial year; all the options are granted at once. No employee has been granted options beyond 1% of (he Issued and Paid-up capital as oil the dale of grant.

(c) Identified employees who were granted option during any one year, equal to or exceeding of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant 2,99,998. Options equal to 1% of the Issued and Paul up capital were grained on February 12, 2015 to Chief Executive Officer, Mr, Santosh Nair nut due to his resignation as on 31st March, 2016 and he did not exercised his rights, the options vested on him has lapsed.

(xii). Diluted earnings Per Share (EPS) pursuant to issue of shares on cerise of opinion calculated in accordance with [ Accounting Standard (AS) 20 Earnings Per Share]: N A

(xiii). Where the Company has calculated the employee compensation cost using the intrinsic value of the Stock Options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed,

Intrinsic Value of the options =Market price-EXERISE price

=Rs.109.50 =109


Fair value of the options calculated as per black –shoeless option pricing model with dividends is Rs.40.83/-

Assuming one third of the options granted on February 12, 2015 (4,99.997) are fully exercised before (he expiry of expected of options (2 Years from die date o! grant.). the between the employee compensation cost so computed mid die employee compensation cost. that, shall have boon recognized if ii had used die fair value of the options, shall be as under: -

(i). Employee Compensation cost as per Intrinsic Value Method

No. of Options * Intrinsic Value

- 4.99,997 * Re 0.50

Rs. 2,49,999A

(ii). Employee Compensation cost as per Fail'' Value Method

= No. of Options Difference between exoreic Price and Fair value

= 4,99,997 *(109. --40.83)

- 4.99,997 * 68.17

= 3,40.84,795

(iii). Difference in Employee Compensation cost

(Employee Compensation Costas per Fair Value Method)......(Employee Compensation Cost as per

Intrinsic Value Method)

::: ( – (2,49,999)

= 3,38.34,7%

Thus, if Option Pricing is computed using the fair Value Method, it would lead to the highest Compensation Cost, thereby impact the Profit & Loss statement substantially.

The Company has received a Certificate from the Auditors staling that The Employee Stock Option Scheme Plan have been implemented in accordance with SEB1 (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 and resolutions passed by the Shareholders. The certificate would be available at the Annual General Meeting for inspection by Members.

Transfer to hives tor Education and Protection Fund (I EPF)

Pursuant to the provisions of Sections 205 A (5) and 205C of the Companies Act, 1956 read with Rule 8 of the Companies (Accounts) Rules, 2014. the Unclaimed Dividend and Deposits, remain unclaimed and unpaid for a period of more than 7 years. The Company will be accordingly transferring an amount aggregating to unpaid dividend during the year to the Investor Education and Protection Fund within 30 days from the expiry of 7 years.

Necessary compliance under rule .i of the Investor has and Protection I (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules. 2012. has been ensured


Your Directors wish to extend their sincerest appreciation to die investors, bankers, customers, .suppliers, executives, staff and workers at all levels for their continuous co-operation and assistance. Your Directors express died sincere gratitude to all the Regulatory Authorities such as the BFBI, Slack Exchanges and other Central & Slate Government authorities and agencies. Registrars for their guidance and support. We also take this opportunity to thank the Indian farming community who believed in our company and appreciated our products.

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks and financial institutions and other business associates.

A particular note of thanks to all employees of your company, without whose contribution, your Company could not have achieved the year''s performance.

For and on behalf of the Board of Directors

Place: Bangalore

Date: 2nd September, 2016 Veerendra Kumar Singh Akbal Narayan Singh

Managing Director Director

DIN:00296486 DIN:00296396

Source : Dion Global Solutions Limited
Quick Links for camsonbiotechnologies
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of is prohibited.