The Directors hereby present the 32nd Annual Report of Camlin Fine Sciences Limited (the “Company” or“CFS”) along with the Audited Standalone and Consolidated Financial Statements for the financial yearended March 31, 2025. The Consolidated Financial Statements comprise performance of the Company andits subsidiaries and associates.
Particulars
Standalone
Consolidated
Year ended
March 31,
2025
2024
Revenue from continuing operations
88,649.13
77,326.21
166,652.66
145,391.22
Earnings before Interest, Taxes, Depreciationand Amortisation (EBITDA)*
7,060.22
2,712.94
20,811.25
18,360.21
Depreciation and amortisation expense
5,252.66
4,939.00
6,383.89
5,635.29
Earnings before Interest and Taxes (EBIT)(before other Income)
1,807.56
(2,226.06)
14,427.36
10,335.15
Other Income
2,061.53
1,888.26
1,445.26
1,554.55
Earnings before Interest and Taxes (EBIT)(after other Income)
3,869.09
(337.80)
15,872.62
11,889.70
Finance costs
6,611.93
5,432.60
9,988.22
6,030.49
Profit/(Loss) before exceptional items, share ofprofit/(loss) of associate and tax
(2,742.84)
(5,770.40)
5,884.40
5,859.21
Exceptional items (net)
9,600.21
192.84
981.52
-
Profit/(Loss) before share of profit/(loss) ofassociate and tax
(12,343.05)
(5,963.24)
4,902.88
Share of profit / (loss) of associate
44.22
Profit/(Loss) before tax
4,947.10
Tax expenses
(4,712.00)
(824.32)
6.65
563.16
Profit/(Loss) from continuing operations aftertax
(7,631.05)
(5,138.92)
4,940.45
5,296.05
Loss from discontinued operations after tax
(20,752.39)
(15,783.56)
Profit/(Loss) for the year
(15,811.94)
(10,487.51)
Attributable to:
- Equity shareholders of the Company
(13,904.59)
(9,275.34)
- Non-controlling interests
(1,907.35)
(1,212.17)
Other comprehensive income ('OCI')
(54.04)
(4.46)
(1,223.49)
1,796.41
Total comprehensive income
(7,685.08)
(5,143.38)
(17,035.43)
(8,691.10)
Balance in Retained earnings at the beginningof the Year
12,540.49
17,679.25
22,881.80
30,264.47
Profit/(Loss) for the year (attributable to equityshareholders of the Company)
Remeasurement of defined employee benefitplans (net of tax)
(7.98)
(5.56)
(7.52)
(6.09)
Depreciation for the year on revaluation ofassets transferred from Revaluation Reserve
991.85
1,893.04
Transferred from Employee Stock OptionOutstanding
1.99
5.72
Balance in Retained earnings at the end of theyear
4,903.45
9,963.53
Company has treated its cash generating units relating to the Diphenol facility of CFS Europe Spa,Italy, a wholly owned subsidiary and the entire Vanillin manufacturing facility of CFS WanglongFlavours (Ningbo) Co. Ltd; a subsidiary, as 'discontinuing operations” as they were determinedas economically unviable and with remote possibility of revival. Consequently, results have beendisclosed as continuing and discontinued operations for the period under consideration and for theprior period for comparison.
On a consolidated basis, the revenue from continuing operations for FY 2024-25 stood at ' 166,652.66lakh (Previous Year ' 145,391.22 lakh) and EBITDA (net of foreign exchange impact and after profitfrom associate) for FY 2024-25 was ' 20,855.47 lakh (Previous Year ' 18,360.21 lakh). The growth inrevenues was attributable to impressive performance in the revenues generated by sale of Blends andVanillin.
Profit from continuing operations before tax (and before exceptional items) was' 5,884.40 lakh (Previous Year ' 5,859.21 lakh). Exceptional items of ' 981.52 lakh include a provision forembezzlement of funds by an employee in Britec SA, a wholly owned step-down subsidiary in Guatemala' 640.48 lakh, acquisition related costs of Vitafor Group ' 201.72 lakh and loss on demolition/refurbishmentof assets (net of scrap sale) ' 139.32 lakh. Profit after tax from continuing operations for FY 2024-25 was' 4,940.45 lakh (Previous Year ' 5,296.05 lakh).
Loss after tax from discontinuing operations was ' 20,752.39 lakh (Previous Year ' 15,783.56 lakh).The loss after tax for the FY 2024-25 stood at ' 15,811.94 lakh (Previous Year ' 10,487.51 lakh).
On a standalone basis, the Revenue from Operations for FY 2024-25 was ' 88,649.13 lakh (PreviousYear ' 77,326.21 lakh), EBITDA (net of foreign exchange impact) for FY 2024-25 stood at ' 7,060.22lakh (Previous Year ' 2,712.94 lakh).
The increase in the revenue was due to increase in the sale volumes of Vanillin and higher realizationsas compared to earlier year.
Loss before tax (before exceptional items) for FY 2024-25 was at ' 2,742.84 lakh (Previous Year' 5,770.4 lakh). Exceptional item of ' 9,600.21 lakh includes impairment loss on investments insubsidiaries ' 1,633.38 lakh, impairment of trade and other receivables (net of payable) due fromsubsidiaries ' 7,870.56 lakh and loss on demolition/refurbishment of assets (net of scrap sale) ' 96.27lakh. Loss after tax for FY 2024-25 stood at ' 7,631.05 lakh (Previous Year ' 5,138.92 lakh).
For more details on the Consolidated and Standalone performance, please refer to ManagementDiscussion & Analysis.
The Management Discussion & Analysis, as required in terms of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI LODR”) forms partof this annual report.
Your Company along with its subsidiaries, is engaged in research, development, manufacturing andmarketing of specialty chemicals, ingredients and additive blends which are in the broad productportfolio of:
(i) Shelf-Life Solutions
(ii) Aroma Ingredients
(iii) Performance Chemicals and
(iv) Health & Wellness
Product portfolio under Shelf-Life Solutions includes basic ingredients such as tert-butylhydroquinone(TBHQ), Butylated Hydroxyanisole (BHA), Butylated Hydroxytoluene (BHT) & Ascorbyl Palmitate (ASP)which are primarily manufactured in India and marketed globally through the network of subsidiariesas well as distribution networks. These products are also used to value add into Blends which are alsopart of Shelf-Life Solutions. Blends are included in Shelf-Life Solutions which manufactured by usinginorganic as well as natural & organic inputs. Manufacturing operations of Blends are spread across theglobe viz., India, Mexico, Brazil, USA & Europe. Blends are targeted at Food, Feed, Pet food, AnimalNutrition and Bio-diesel industries. All these products address the issue of shelf life and allied usages.
Aroma ingredients mainly includes Vanillin, Ethyl Vanillin, Natural Vanillin and some of its combinations.All these products are manufactured in India at the Dahej manufacturing unit. Company is one of thelargest manufacturers of Methyl Vanillin in the world. These products are marketed globally throughsubsidiaries and distribution network and are used by manufacturers of products for Flavor andFragrance.
Portfolio of Performance Chemicals includes specialty chemicals such as Hydroquinone (HQ),Catechol (CAT), Monomethyl Ether of HQ (MEHQ), tert butylcatechol (TBC), Guaiacol, Veratrole, etc.These products are manufactured in India and are used by pharmaceuticals, petrochemicals, industrialchemicals, etc.
Products of Health & Wellness are aimed to manufacture algae based products such as Omega 3 fattyacids at its manufacturing unit of subsidiary in South India. There are good growth prospects for thisbusinessin the coming years.
For more details of the businesses of the operations of the Company's subsidiaries, please referManagement Discussion & Analysis.
FY 2024-25 was a challenging year for financing and liquidity due to pressure on margins, delayedramp up of Aroma products, accumulation of inventory and impairment provisions of investmentsand receivables. The Company has however been able to maneuver through the turbulent times byaggressive working capital management, support from the Shareholders through rights issue andinterim funding through Non-Convertible Debentures.
On a standalone basis, the short-term borrowings increased to ' 26,995.67 lakh as on March 31,2025, from ' 26,931.59 lakh as on March 31, 2024. The consolidated short-term borrowings stood at' 37,734.19 lakh as on March 31, 2025, as compared to ' 32,493.91 lakh as on March 31, 2024. The short¬term borrowings on the consolidated basis were higher due to higher current maturities of long-termborrowings and higher utilization of working capital limits at the end of the year.
The long-term borrowings on a standalone basis stood at ' 17,185.96 lakh as on March 31, 2025,as compared to ' 22,230.80 lakh as on March 31, 2024. While on a consolidated basis, it stood at' 26,830.33 lakh and ' 33,271.85 lakh as on March 31, 2025, and March 31, 2024, respectively.
For the year under review, the Company's rating was reduced by two notches by the rating agencyviz. India Ratings and Research Pvt. Ltd. It is expected that the Company will be in a position toenhance its rating with improved performance in FY 2025-26 and beyond. The Company as on March31, 2025 had the following credit rating:
(i) For Term loan: IND BBB/Negative outlook
(ii) For Fund-based limits: IND BBB/Negative outlook/IND A3
(iii) For Non-fund-based limits: IND A3
During the year under review, the Company had issued and allotted 10,000 Senior, Secured,Redeemable, Unlisted, Unrated, Non-Convertible Debentures of face value of ' 100,000 each (“NCDs”)aggregating for an amount of ' 1,00,00,00,000 on a private placement basis on December 5, 2024.The funds raised through NCDs have been utilized for working capital requirements and generalcorporate purposes of the Company. The said NCDs were subsequently redeemed on February 13,2025 out of the proceeds from the rights issue.
During the year, the Authorised Share Capital of the Company has been increased from ' 18,00,00,000/-divided into 18,00,00,000 equity shares of ' 1/- each to ' 21,50,00,000/- divided into 21,50,00,000equity shares of ' 1/- each pursuant to the approval of the Board of Directors and Shareholders of theCompany.
The Authorised Share Capital of the Company stood at ' 21,50,00,000/- divided into 21,50,00,000equity shares of ' 1/- each as at March 31, 2025.
During the year, the Company issued and allotted 30,000 equity shares pursuant ESOP 2020.
During the year under review, your Company had issued and allotted 2,04,25,805 fully paid-up equityshares of face value ' 1 each of the Company at a price of ' 110 per Rights Equity Share (includingshare premium of ' 109 per Rights Equity Share), aggregating to ' 2,24,68,38,550 on a rights basis tothe eligible equity shareholders of the Company in the ratio of 5 (five) rights equity shares for every41 (forty-one) fully paid-up equity shares held by the eligible equity shareholders of the Company.
The said Rights Equity Shares rank pari passu with the existing Equity Shares of the Company in allrespects.
The purpose of the Rights Issue was to raise the necessary capital from its existing shareholders forprepayment and / or repayment, in full or in part, of certain borrowings availed by the Company andgeneral corporate purposes as stated in the Letter of Offer dated January 9, 2025.
Out of the total issue size of 2,04,25,805 equity shares, 439 rights equity shares have been kept inabeyance pending regulatory/other clearances resulting into receipt of subscription amounting to' 22,468.87 lakh with respect to 2,04,26,244 right equity shares of face value ' 1 each at a price of' 110 per share including share premium of ' 109 per share.
The paid-up equity share capital has been increased from ' 16,74,65,207/- divided into 16,74,65,207equity shares of ' 1/- each as on March 31, 2024 to ' 18,79,21,012/- divided into 18,79,21,012 equityshares of ' 1/- each as on March 31, 2025 pursuant to the allotment of equity shares under ESOP 2020and the rights issue.
On a standalone basis, the capital expenditure on tangible assets incurred during the year was' 1,995.77 lakh while the capital work in progress stood at ' 909.95 lakh as on March 31, 2025.
On a consolidated basis, the capital expenditure on tangible assets incurred during the year was' 2,639.72 lakh, while the capital work in progress stood at ' 972.67 lakh as on March 31, 2025.
During the year under review, the non-current assets pertaining to discontinued operations amountingto ' 15,085.88 lakhs were impaired and provided for in the consolidated financial statements. Thisprovision has been included under the heading Loss on discontinuing operations.
The Board of Directors of the Company has adopted a Dividend Distribution Policy which is availableon the website at https://www.camlinfs.com/investor-relations/home/downloads.
In view of the losses, the Board is of the view that in the current economic scenario it would beprudent to conserve the retained earnings for future growth and for the purpose of generating higherreturns for the shareholders. In view of the same and as per the Dividend Distribution Policy, theBoard of Directors have not recommended any dividend on the equity shares for the year underreview.
Particulars of loans given, investments made, guarantees given and securities provided along with thepurpose for which the loan or guarantee or security is proposed to be utilised by the recipients areprovided in the accompanying Financial Statements.
In view of losses, the Company has not transferred any amount to General Reserve.
The Company has not accepted any deposits from the public during the year under review, and assuch, no amount of principal or interest on deposits from public was outstanding as on March 31,2025.
In line with the requirements of the Companies Act, 2013 (the “Act”) and SEBI LODR, as amendedfrom time to time, the Company has a Policy on Related Party Transactions (RPTs) approved by theBoard for identifying, reviewing, approving and monitoring of RPTs and the same is available on theCompany's website at https://www.camlinfs.com/investor-relations/home/downloads.
All RPTs entered into during the year under review were on arm's length basis and in the ordinarycourse of business and were reviewed and approved by the Audit Committee. With the view to ensurecontinuity and ease of day-to-day operations, an omnibus approval has been obtained for RPTs whichare of repetitive nature and entered in the ordinary course of business and on an arm's length basis. Astatement giving details of all RPTs including the RPTs where omnibus approval is granted, is placedbefore the Audit Committee on a quarterly basis.
During the year under review, the Company did not enter into any contracts or arrangements with relatedparties in terms of section 188(i) of the Act and no material RPTs were entered into by the Company.Accordingly, the disclosure of RPTs as required under section 134(3)(h) of the Act in Form AOC-2 is notapplicable to the Company for FY 2024-25 and hence does not form part of this Annual Report.
In terms of Regulation 23 of the SEBI LODR, the Company submits details of RPTs as per the formatspecified in the relevant accounting standards to the stock exchange on a half-yearly basis. The detailsof transactions with related parties are provided in the accompanying Financial Statements.
There are no material changes and commitments which affect the financial position of the Companythat have occurred between the end of the financial year and date of this report.
During the year under review, the Dresen Quimica SAPI De CV (DQ Mexico) acquired 100% stake inVitafor Invest NV, Belgium and its underlying subsidiaries/associates namely Addi-Tech NV (100%);Vitafor NV (100%); Vitafor China Ltd. (100%); Europe Bio Engineering BV (100%) and Vial Sarl (45%held by Vitafor NV) for a consideration of Euro 1.
During the year under review, the management of Vitafor Invest NV submitted an application forthe liquidation of Europe Bio Engineering BV in Belgium effective from December 31, 2024. Thissubsidiary was already non-operational at the time DQ Mexico acquired a stake in Vitafor InvestNV. Europe Bio Engineering BV has no employees, revenues, assets, or third-party liabilities. Theliquidation was approved by the appropriate authorities in Belgium on March 21, 2025.
CFS De Mexico Blends, S.A.P.I. DE C.V., incorporated in Mexico, a wholly owned subsidiary of theCompany and DQ Mexico duly executed a Merger Deed dated March 24, 2025 wherein, both thecompanies have agreed to effect the merger with retrospective effect from February 28, 2025, inaccordance with the applicable law whereby the former will reverse merge into later, the merger wasapproved by the appropriate authorities in Mexico on May 21, 2025.
The Vanillin manufacturing facility of our subsidiary, CFS Wanglong Flavors (Ningbo) Co. Ltd., Yuyao,China was under shutdown since February 19, 2021 due to a legal action against our JV partner. Sincethere are no chances of revival of this facility for any alternate use, it has been decided to close theoperations and consider liquidation of this subsidiary. Upon liquidation the net receivables amountingto ' 5,941.52 lakh, which have been already provided, will be written off. Accordingly, an appropriateprovision for impairment of assets has been made in standalone and consolidated financial statementsin FY 2024-25. The results of these operations are also disclosed as discontinued operations.
The Company has 21 Subsidiaries (including Step-down subsidiaries) and 1 Associate of Step-downsubsidiary as on March 31, 2025. The changes in subsidiaries during the year has been included in theStandalone financial statements of the Company.
The Policy for Determining Material Subsidiaries is disclosed on the Company's website and theweblink for the same is https://www.camlinfs.com/investor-relations/home/downloads.
The Consolidated Financial Statements of the Company and its subsidiaries / associates for FY 2024¬25 are prepared in compliance with the applicable provisions of the Act and as stipulated underRegulation 33 of the SEBI LODR as well as in accordance with the Indian Accounting Standardsnotified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited ConsolidatedFinancial Statements together with the Auditor's Report thereon form part of this Integrated AnnualReport.
Further, a statement containing the salient features of the financial statement of our subsidiaries inthe prescribed format AOC-I is appended to the financial statements. The statement also providesdetails of the performance and financial position of each of the subsidiaries, along with the changesthat occurred during the FY 2024-25.
Though, the copies of Financial Statements of the subsidiaries have not been attached to the financialstatements of the Company. These documents will be made available upon request by any memberof the Company and also shall be available for inspection at the registered office of the Companyduring business hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. Further, the accounts of the subsidiaries shall also be uploaded on the Company's websiteand the weblink for the same is https://www.camlinfs.com/investor-relations/home/subsidiariesfinancials.
Our employees are our most important asset in our business. The current business environment isconstantly prone to rapid evolution by technological advancement and dynamic economic factorswhich emphasizes this importance.
The Company persists with its approach of emphasizing the importance of the management, assistanceand engagement of Human Resources with concentration on the critical functions such as policyadministration, process of recruitment, administration of benefit, regulatory framework, orientation,continuing training and development, employee engagement and relation, employee well being andassistance and welfare schemes. Well-being programs remain the focus area which are continuouslyaddressed through medical assistance, health & wellness programs and individual developments.
Human Capital of the Standalone Company:
Direct Employees : 661
Female Employees : 44
Employee Benefit Expenses : ' 7,248.10 lakh
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, isannexed herewith as “Annexure A”.
The details of the employee stock option scheme(s) /plan, including the terms of reference, and therequirement as stipulated under SEBI Guidelines as at March 31, 2025 is given in “Annexure B” to thisreport. Further, the details of these scheme / plan also form part of the Notes to Financial statementsin this Annual Report.
As required under Regulation 27 of SEBI LODR, a detailed Report on Corporate Governance is givenas a part of Annual Report. The Company is in full compliance with the requirements and disclosuresthat have to be made in this regard.
The Company has a vigil mechanism through a Whistle Blower Policy which enables communicationof concerns on illegal, unethical practices as well as fraud and mismanagement, if any. The objectiveof the said policy is to explain and encourage the directors and individual employees to freely raiseany concern about the Company's operations and working environment, including possible breachesof Company's policies and standards or values or any laws within the country or elsewhere, withoutfear of adverse managerial action being taken against such employees. The Whistle Blower Policyis disclosed on the Company's website and the web link for the same https://www.camlinfs.com/investor-relations/home/downloads.
Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Committee at itsoperational locations to address complaints against sexual harassment in accordance with the POSHAct. The Company has conducted programme to build awareness in this area. Further, there were noreported cases/complaints filed under the POSH Act during the year under review.
The Risk Management Policy of the Company provides a risk management framework to identify andassess risks such as operational, financial, regulatory and such other risks.
Some of the risks identified are set out the paragraph on “Risks and Concerns” in the ManagementDiscussion & Analysis which forms part of this Annual Report.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meeting of theBoard of Directors and 'General Meetings', respectively, have been duly followed by the Company.
During the year, the Board met 8 (Eight) times. The details of the same along with other Committee'sof the Board are given in the Corporate Governance Report. The intervening gap between the BoardMeetings was within the period prescribed under the Act.
The Company has received necessary declaration from each independent director under Section149(7) of the Act, that he / she meets the criteria of independence laid down in Section 149(6) of theAct and Regulation 25 of the SEBI LODR.
The Board has carried out an annual performance evaluation of its own performance, the directorsindividually as well as the evaluation of the working of its Audit, Nomination & Remuneration andother Committees, in accordance with the manner specified by the Nomination and RemunerationCommittee (NRC). The evaluation was done through a questionnaire and the responses received wereevaluated by the Board.
The Board, on the recommendation of the NRC, has framed a policy for selection and appointmentof Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluationcriteria for performance evaluation & terms and conditions of appointment of Independent Directors.
The aforesaid policy, terms as well as evaluation criteria is disclosed on the Company's website athttps://www.camlinfs.com/investor-relations/home/downloads.
The Policy for selection of Directors and determining Directors independence sets out the guidingprinciples for the NRC for identifying persons who are qualified to become a Director and to determinethe independence of Directors, in case of their appointment as Independent Directors of the Company.The Policy also provides for the factors in evaluating the suitability of individual Board members withdiverse background and experience that are relevant for the Company's operations.
The Policy also sets out the guiding principles for the NRC for recommending to the Board theremuneration of the Directors, Key Managerial Personnel and other employees of the Company.
There has been no change in the policy during the current year.
The details of familiarisation programmes held for the directors are disclosed on the Company's websiteand the weblink for the same is https://www.camlinfs.com/investor-relations/home/downloads.
As on March 31, 2025, the Board comprised of three Executive Directors, three Non-ExecutiveNon-Independent Directors and six Non-Executive Independent Directors.
The following changes have taken place in the Directors during the year under review and up to thedate of this report.
Ms. Sutapa Banerjee (DIN: 02844650) completed her tenure as an Independent Director and ceasedto be Director of the Company w.e.f. February 6, 2025, on completion of 5 years of her appointment.The Company places on record its appreciation for her contribution and guidance during her tenureas Independent Director.
Mr. Abeezar Faizullabhoy (DIN: 0026422) and Ms. Radhika Dudhat (DIN: 00016712) were appointedas Independent Directors for a period of five years with effect from February 4, 2025 and March 12,2025 respectively. Mr. Jens Van Nieuwenborgh (DIN: 07638244) was appointed as Non-ExecutiveNon-Independent Director with effect from March 12, 2025. Their appointments were approved by theshareholders through postal ballot which was concluded on April 23, 2025.
Mr. Arjun Dukane (DIN: 06820240) and Ms. Anagha Dandekar (DIN: 07897205), are retiring byrotation at the ensuing 32nd Annual General Meeting and being eligible have offered themselves forre-appointments. On the recommendation of the Nomination and Remuneration. Committee, theBoard of Directors at its meeting held on May 23, 2025, has recommended their re-appointments atthe ensuing Annual General Meeting.
Mr. Harsha Raghavan (DIN: 01761512) will complete his term of 5 years as a Non-Executive Non¬Independent of the Company on August 09, 2025 and being eligible, has offered himself for re¬appointment. On the recommendation of the Nomination and Remuneration. Committee and theBoard of Directors, at its meeting held on May 23, 2025, the proposal for re-appointment of Mr.Harsha Raghavan as Non-Executive Non-Independent Director of the Company being liable to retireby rotation with effect from August 10, 2025 is being included in the Notice of ensuing 32nd AnnualGeneral Meeting for the approval of the shareholders.
As required under the SEBI LODR, particulars of Directors seeking re-appointment at the ensuingAnnual General Meeting have been given under Corporate Governance Report and in the Notice ofthe 32nd Annual General Meeting.
None of the Directors are disqualified from being re-appointed, as specified in Section 164 of the Act.
The Board is of the opinion that all Directors including the Independent Directors of the Companypossess requisite qualifications, integrity, expertise and experience in the fields of science andtechnology, strategy, finance, governance, human resources, safety, sustainability, etc.
The Independent Directors of the Company have confirmed that they have enrolled themselves in theIndependent Directors Databank maintained with the Indian Institute of Corporate Affairs ('IICA') interms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification ofDirectors) Rules, 2014.
In terms of the provisions of Section 2(51) and Section 203 of the Act, in addition to the ExecutiveDirectors, the following are the KMP of the Company as on March 31, 2025:
• Mr. Santosh Parab, Chief Financial Officer
• Mr. Rahul Sawale, Company Secretary & VP - Legal
During the year under review, there was no change in the key managerial personnel's of the Company.
As on March 31, 2025, the Board had 5 mandatory committees: (a) Audit Committee; (b) Nominationand Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate SocialResponsibility Committee; and (e) Risk Management Committee. All the committees are wellrepresented by participation of the Independent Directors.
A detailed note on the composition of the Board and its committees is provided in the CorporateGovernance Report.
Internal financial control systems of the Company are commensurate with its size and the nature ofits operations. These have been designed to provide reasonable assurance with regard to recordingand providing reliable financial and operational information, complying with applicable accountingstandards and relevant statutes, safeguarding assets from unauthorised use, executing transactionswith proper authorization and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital andrevenue. The Company uses an established Enterprise Resource Planning (ERP) system to recordday-to-day transactions for accounting and financial reporting.
Refer to the paragraph on “Internal financial control systems and their adequacy” of the ManagementDiscussion and Analysis for additional details.
During the year under review, there are no significant or material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of your Company and its futureoperations.
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) ofthe Act and Rules framed thereunder either to the Company or to the Central Government.
During the year under review, the management of Britec SA, a wholly owned step-down subsidiaryincorporate in Guatemala, based on the internal assessment and review, detected embezzlement byan employee of that subsidiary in the bank accounts aggregating to ' 640.48 lakh.
There is no direct impact of the above on the Company on standalone financial statements. However,adequate provision for the entire loss is made in the consolidated financial statements for the quarterand year ended March 31, 2025. The management of the subsidiary is in the process of taking anappropriate legal action against the aforesaid employee as per the local statute.
Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025, is available on the Company website on https://www.camlinfs.com/investor-relations/home/annual return.
The Company has not declared any dividend since the FY 2016-17. In terms of section 124(5) of theAct, the dividend amount which remained unclaimed for a period of 7 years have been transferred tothe Investor Education and Protection Fund (IEPF) established by the Central Government. Further, interms of section 124(6) of the Act, in case of shareholders whose dividends are unpaid for a continuousperiod of 7 years, their corresponding shares have also been transferred to the IEPF demat account.
However, shareholders can claim back their shares and unclaimed dividends transferred to the IEPFby following the prescribed procedure under the IEPF Rules. The shareholder/claimant post obtainingEntitlement Letter from the Company must make an online application to the IEPF Authority in e-FormNo. IEPF-5 (available at www.iepf.gov.in) and submit the necessary document to the Company.
The details of the year-wise amounts of unclaimed / un-encashed dividends lying in the unpaiddividend account up to the year, and the corresponding shares, which are transferred, are uploaded onthe Company's website at https://www.camlinfs.com/investor-relations/home/unclaimed dividend.
Pursuant to the requirement u/s 134(3)(c) of the Act with respect to Directors ResponsibilityStatement, the Directors hereby confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2025, theapplicable accounting standards read with requirements set out under Schedule III to the Acthave been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at March 31, 2025 and of the loss of the Company for theyear ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/ W100166)were re-appointed as Auditor of the Company, for a term of 5 (five) consecutive years, at the 29thAnnual General Meeting held on July 29, 2022. They had confirmed their eligibility and qualificationsrequired under the Act for holding office as Auditor of the Company.
The report of the Statutory Auditors along with notes to Schedules is a part of this Integrated AnnualReport. There has been no qualification, reservation, adverse remark or disclaimer given by theAuditors in their Report.
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, theCompany is required to prepare, maintain as well as have the audit of its cost records conducted bya Cost Accountant and accordingly, it has made and maintained such cost accounts and records. TheBoard, on the recommendation of the Audit Committee has appointed M/s. ABK & Associates, CostAccountants (Firm Registration No. 000036) as the Cost Auditors of the Company for FY 2025-26.
M/s. ABK & Associates have confirmed that they are free from disqualification specified under Section141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointmentmeets the requirements of the Act. They have further confirmed their independent status and anarm's length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be placed before the Shareholders ina General Meeting for their ratification. Accordingly, a resolution seeking Shareholders ratificationfor the remuneration payable to M/s. ABK & Associates, forms part of the Notice of the 32nd AnnualGeneral Meeting forming part of this Integrated Annual Report.
In terms of Section 204 of the Act and Rules made thereunder, M/s. JHR & Associates, PracticingCompany Secretaries (Firm Registration No. S2015MH296800) were appointed as Secretarial Auditorsof the Company to carry out the secretarial audit for FY 2024-25. The report of the Secretarial Auditorsfor FY 2024-25 is enclosed as “Annexure C” forming part of this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the SecretarialAuditors in their Report.
The Certificate of the compliance with Corporate Governance requirements by the Company for thefinancial year ended March 31, 2025, issued by the Practicing Company Secretaries is also attached tothe Report on Corporate Governance.
The Secretarial Auditor's certificate on the implementation of ESOP schemes in accordance withSEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available forinspection as per the Notice of the ensuing 32nd Annual General Meeting.
Further in terms of Section 204 of the Act, Rules made thereunder and Regulation 24A of SEBI LODRthe Company recommends the appointment of M/s. JHR & Associates as Secretarial Auditor of theCompany to hold office for a term of 5 consecutive years to conduct secretarial audit and provideother allied certification / permitted services for FY 2025-26 to FY 2029-30. They have confirmed theireligibility and qualifications required under the Act and SEBI LODR for holding office as SecretarialAuditors of the Company.
The appointment and remuneration payable to the Secretarial Auditors is required to be approved bythe Shareholders in a General Meeting. Accordingly, a resolution seeking Shareholders approval forappointment and the remuneration payable to M/s. JHR & Associates, forms part of the Notice of the32nd Annual General Meeting forming part of this Integrated Annual Report.
Company operates CSR Policy in the areas of promoting healthcare, education including specialeducation and employment enhancing vocation skills especially among children, the differentlyabled, tribal communities and measures for reducing inequalities faced by socially and economicallybackward classes.
The projects identified and adopted are as per the activities included and amended from time totime in Schedule VII of the Act. The Company endeavours to make CSR a key business process forsustainable development and welfare of the needy sections of the society.
During the FY 2024-25, the Company has spent the entire amount of ' 35.00 lakh towards CSRactivities through NGO operating in the said areas. The Annual Report on CSR activities forming partof this Board's report is annexed herewith as “Annexure D”.
The CSR Policy may be accessed on the Company's website at the link https://www.camlinfs.com/investor-relations/home/downloads.
As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining toconservation of energy, technology absorption, foreign exchange earnings and outgoings respectively,is given in the “Annexure E” to this report.
Pursuant to Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and SustainabilityReport ('BRSR') on initiatives taken from an environmental, social and governance perspective, in theprescribed format is available as a separate section of the Annual Report.
The Board of Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions or applicability on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) The Company does not have any scheme or provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees.
c) Disclosure of Remuneration/Commission received by Managing Director(s) / Executive Directorfrom the subsidiary Company, where such Managing Director(s) / Executive Director receivescommission from the Company.
d) There is no application made or proceedings pending under the Insolvency and BankruptcyCode, 2016.
e) There was no instance of one-time settlement with any Bank or Financial Institution.
The Directors appreciate the hard work, dedication and commitment of all its employees includingthe workmen and contractual labour at our various manufacturing units.
The Directors also acknowledge the support extended by and would thank the financial institutions,banks, government authorities especially GST authorities, the Reserve Bank of India, SEBI, PollutionControl Boards, Dahej SEZ Authority as well as State Governments of Maharashtra and Gujarat andits various departments, customers, vendors and other stakeholders for their continued support andco-operation.
Place : MumbaiDate : May 23, 2025