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DIRECTOR'S REPORT

Camlin Fine Sciences Ltd.

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Market Cap. (₹) 668.72 Cr. P/BV 1.94 Book Value (₹) 28.47
52 Week High/Low (₹) 67/39 FV/ML 1/1 P/E(X) 1,158.61
Bookclosure 02/08/2019 EPS (₹) 0.05 Div Yield (%) 0.00
Year End :2018-03 

Dear Members,

The Directors are pleased to present the 25th Annual Report and the Audited Financial Statements of Accounts for the financial year ended 31st March, 2018.

Standalone Financial Highlights of 2017 - 2018

- Net Sales and other income of the Company were Rs. 41,425.85 Lakhs as compared to Rs. 35,043.90 Lakhs in the previous year.

- Profit/(Loss) before tax was Rs. (1,806.91) Lakhs as compared to Rs. 10.70 Lakhs in the previous year.

- Profit/(Loss) after tax was Rs. (1,417.88) Lakhs as compared to Rs. (79.15) Lakhs in the previous year.

Standalone Financial Results

(Rs. In Lakhs)

2017 - 2018

2016 - 2017

Net Sales & Other Income

41,425.85

35,043.90

Profit / (Loss) before Interest & Depreciation

1,498.09

3,493.58

Interest

2,398.85

2,323.91

Depreciation

906.15

1,158.97

Profit/(Loss) before exceptional item and tax

(1,806.91)

10.70

Less : Exceptional Item

-

-

Less: Provision for Tax (Net)

(389.03)

89.85

Profit /(Loss) After Tax

(1,417.88)

(79.15)

Other Comprehensive Income net of tax

12.43

(10.19)

Total Comprehensive Income for the Year

(1,405.45)

(89.34)

Balance available for Appropriation

Appropriations:

Dividend paid

-

464.33

Corporate Dividend Tax

-

94.53

General Reserve

-

-

Balance Carried Forward

5,633.14

6,938.96

The revenue from operations (net) including other income on standalone basis increase to Rs. 41,425.85 lakhs as against Rs. 35,043.90 lakhs in the previous year. The revenues were higher by 18.21% on year on year basis. The subdued performance in the first three quarters affected the annual result. However, robust growth in blends has boost the revenues from the third quarter. Consequential adverse impact was seen on standalone results as loss after tax for the year ended 31st March, 2018 was Rs. 1,417. 88 lakhs as against loss after tax of Rs. 79.15 lacs in previous year, thereby a reduction in growth

Our results of operations on consolidated basis is as follows:

The revenue from operations (net) on consolidated basis including other income for the financial year ended 31st March, 2018 was Rs. 73,431.98 lakhs as against Rs. 56,137.97 lakhs in the previous year thereby registering a growth of 30.81% on year on year basis. The revenues were higher mainly due to addition of Vanillin Facility in July 2017 through acquisition of 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd., China and robust growth in blends has boosted the revenues from the third quarter. Consolidated loss after tax was Rs. 2,397.22 lakhs as against loss after tax of Rs. 443.92 lakhs in previous year. Margins were impacted due to gestation losses (after tax) in CFS North America LLC of Rs. 7.49 Crores, CFS do Brasil Industria, Comercio, Importa^ao E Exporta^ao De Aditivos Alimenticios Ltda of Rs. 5.23 Crores and CFS Europe S.p.A of Rs. 13.19 lakhs. CFS Europe S.p.A results subdued due to stabilisation issues of efficiency enhancement project. Further, the Euro:USD conversion has impacted the costs & revenues adversely.

State of Affairs

Your Company is engaged in research, development, manufacturing, commercialising, and marketing of speciality chemicals and blends which are used in a wide array of food, feed, animal and pet nutrition, aroma products and industrial products. Our business is categorised into three verticals based on our product portfolio, namely: (i) Shelf-life Extension Solutions; and (ii) Aroma Ingredients and (iii) Performance Chemicals. Your Company market its products globally including in Europe, Asia Pacific, India, South and Central America and North America.

In July 2017, your Company through its wholly owned step-down subsidiary viz. CFS Europe S.p.A. acquired 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd. erstwhile Ningbo Wanglong Flavors and Fragrances Company Limited (Wanglong). Wanglong uses a patented process in its 3,500 sq.mt. dedicated facility in the coastal city of Yuyao, China. Your Company has built a robust manufacturing chain with complete traceability in Ravenna (Italy), Tarapur (India) and Yuyao (China) to produce vanillin from catechol. Today, your Company is one of the global leading vanillin producers and has boosted its presence in the world market catering to food, fragrances, pharmaceuticals, feed sectors etc.

In March 2018, CFS do Brasil Industria, Comercio, Importa^ao e Exporta^ao de Aditivos Alimenticios Ltda. our wholly owned subsidiary in Brazil has set-up separate entity named CFS Argentina S.A (CFS Argentina) to cater to the customers in Argentinian market. CFS Argentina developed antioxidant formulations for biodiesel producers with the goal to supply to all biodiesel markets. It has received “No Harm test and Relative Efficiency” certification for its two formulations/products from AGQM (Germany).

In April 2018, your Company has signed a joint venture contract with Pahang Pharma (S) Pte. Ltd., Singapore (Pahang) for incorporating a holding company, shareholding in the proportion of 51:49, named CFS Pahang Asia Pte. Ltd. in Singapore (hereinafter referred JV). The JV aims at research, development, production, trade and dealing in animal feed ingredients and products for Malaysia and other South Asian countries through its subsidiaries. Pahang’s strong presence in ASEAN markets along with its technical expertise can bring-in synergy with Company’s capabilities. The portfolio of complementing products gives customer access to a wide, reliable offering.

Shelf-life Extension Solutions include a range of antioxidant solutions used to increase the shelf life of oils and fats, which in turn is used in processed food products like bakery, confectionery, fried snack foods, dairy, animal feed and pet food. We also manufacture antioxidant blends (“Blending Business”), which we market under brands “Xtendra” and “NaSure”.

Aroma vertical primarily includes production of Vanillin and Ethyl Vanillin (“Vanillin Products”) which are marketed under the brands “Vanesse” and “Evanil”. The key raw materials used to manufacture our Vanillin Products are Guaiacol and Guethol, respectively, which in turn are derived from Catechol. Our Vanillin Products are used to give food and beverages a flavour of vanilla, to enhance other flavours or to mask unwanted flavours and are used in food, flavour and fragrance, incense sticks, pharma and cattle feed segments.

Performance Chemicals vertical includes production of amongst others, Guaiacol, Veratrole, TBC and MEHQ, which are derivatives of either Catechol or Hydroquinone and have wide application in sectors such as food flavouring, pharmaceuticals intermediate, agrochemicals, dyes and pigments and fragrance industry.

Dresen manufactures and markets a range of animal nutrition products, antioxidants, adsorbents, acidifying agents, bactericides, binders and mould inhibitor.

Dividend

Considering the growth requirements of the business and absence of profits, your directors did not consider any dividend for the financial year 2017 - 2018.

The Company had transferred a sum of Rs. 2,11,674 during the financial year to the Investor Education and Protection Fund established by the Central Government. The said amount represents Unclaimed Dividend for the financial year 2009 -2010 with the Company for a period of 7 (seven) years from the due date of payment.

QIP ISSUE

During the year under review, the Company allotted to eligible qualified institutional buyers in the Qualified Institutions Placement, 1,72,41,379 equity shares of face value Rs. 1 each of the Company (the “Equity Shares”) at a price of Rs. 87.00 per Equity Share (including share premium of Rs. 86.00 per Equity Share) aggregating to Rs. 15,000.00 lakhs.

PREFERENTIAL WARRANTS

During the year under review, the Company allotted 90,00,000 warrants on preferential basis convertible in to one equity share of face value Rs. 1 each (the “Equity Shares”) within a period of 18 (eighteen) months from the date of allotment of the warrants at a price of Rs. 92.69 per warrant including share premium of Rs. 91.69 per Equity Share) aggregating to Rs. 8,342.10 lakhs.

Employee Stock Option Scheme

During the year under review, the Company allotted 2,78,422 equity shares of Rs. 1/- each upon exercise of stock options by the eligible employees under the Camlin Fine Sciences Employee Stock Option Scheme of 2014.

The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2018 is given in “Annexure A” to this report.

Deposits

During the year under review, your Company neither accepted nor renewed any fixed deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The total unclaimed Fixed Deposits as on 31st March, 2018 were Rs. 4.10 Lakhs.

Subsidiaries

Your Company has the following overseas subsidiaries (including step down subsidiaries) as on March 31, 2018:

- CFCL Mauritius Private Limited

A 100% owned subsidiary of the Company incorporated for acquisition of CFS Europe S.p.A. in Italy.

- CFS Europe S.p.A.

A step down subsidiary of the Company engaged in manufacture and sale of key raw materials required by the Company.

- CFS do Brasil Industria, Comercio, Importapao e Exportapao de Aditivos Alimenticios Ltda.

A 100% owned subsidiary in Brazil to manufacture and market customized blends to cater to the Latin American market. Besides, it also handles distribution of bulk antioxidants and vanillin.

- CFS Argentina S.A.

In March 2018, CFS do Brasil Industria, Comercio, Importa^ao e Exporta^ao de Aditivos Alimenticios Ltda. our wholly owned subsidiary in Brazil has setup separate entity named CFS Argentina S.A (CFS Argentina) to cater to the customers in Argentinian market.

- Solentus North America Inc.

A 100% wholly owned subsidiary in Canada engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in USA and Canada.

- CFS North America LLC.

A 100% wholly owned subsidiary in USA engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in North America.

- CFS Antioxidantes de Mexico SA de C.V.

A 100% owned subsidiary of the Company incorporated for acquisition of Dresen Quimica SAPI de C.V. in Mexico.

- CFS International Trading (shanghai) Ltd.

A 100% wholly owned subsidiary CFS International Trading (Shanghai) Ltd. was incorporated in China (shanghai) pilot free trade zone to manufacture and deal in speciality chemicals.

- Dresen Quimica S.A.P.I. de C.V.

On 04th May, 2016, our subsidiary CFS Antioxidantes De Mexico S.A. de C.V., Mexico acquired 65% stake in Dresen Quimica S.A.P.I. de C.V., Mexico along with its group companies viz. Industrias Petrotec de Mexico, S.A. de C.V., Mexico; Nuvel, S.A.C., Peru; Britec, S.A., Guatemala, Inovel, S.A.S., Colombia and Grinel, S.A., Dominican Republic.

- Chemolutions Chemicals Limited (CCL)

A subsidiary in which the Company owns 94.08%. CCL inter alia deal in specialty chemicals and is also engaged in third party contract manufacturing/job-work. CCL is having its registered office in Mumbai and its plant at Tarapur, Maharashtra.

- CFS Wanglong Flavours (Ningbo) Co. Ltd.

In July 2017, your Company alongwith its wholly owned step-down subsidiary viz. CFS Europe S.p.A. acquired 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd. erstwhile Ningbo Wanglong Flavors and Fragrances Company Limited (CFS Wanglong). CFS Wanglong uses a patented process in its 3,500 sq.mt. (approx.) dedicated facility in the coastal city of Yuyao, China to manufacture vanillin.

In April 2018, your Company has signed a joint venture contract with Pahang Pharma (S) Pte. Ltd., Singapore (Pahang) for incorporating a holding company, shareholding in the proportion of 51:49, named CFS Pahang Asia Pte. Ltd. in Singapore (hereinafter referred JV). The JV was incorporated on 09th April, 2018 which aims at research, development, production, trade and dealing in animal feed ingredients and products for Malaysia and other South Asian countries through its subsidiaries.

The statement containing the salient features of Company’s Subsidiaries and Associate Companies under the first proviso of section 129(3) forms the part of the financial statements.

As decided by the Board of Directors at its meeting held on 24th May, 2018 the copies of Audited/ Unaudited Financial Statements of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

The Policy for Determining Material Subsidiaries is disclosed on the Company’s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Directors

Mr. Ajit S. Deshmukh and Mr. Nirmal V. Momaya are retiring by rotation and being eligible offer themselves for reappointment. You are requested to appoint them.

As the present term of appointment of Mr. Ashish S. Dandekar, Managing Director, ends on 31st July, 2018, resolution for renewal of his appointment for the period 01st August, 2018 to 31st July, 2021 is being placed before the members for approval at the ensuing General Meeting.

The Board of Directors at its meeting held on 28th August, 2017 upon recommendation of the Nomination and Remuneration Committee appointed Ms. Anagha S. Dandekar, who is sister of Mr. Ashish S. Dandekar, Managing Director and Promoter, as additional director on the Board of Directors. The term of Ms. Anagha S. Dandekar shall expire at the ensuing 25th Annual General Meeting and it is proposed appointed her as Non-Executive Director on the Board of Directors. Being eligible and offering herself for appointment, resolution is being placed before the members for approval at the ensuing General Meeting.

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 24th May, 2018 has approved the appointment of Mr. Arjun S. Dukane as the Executive Director for a period of 3 years w.e.f. 1st June, 2018. Being eligible and offering himself for appointment, resolution is being placed before the members for approval at the ensuing General Meeting.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), particulars of Directors seeking appointment/ reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

During the year under review, on 10th April, 2017, the Company received the letter of resignation from Ms. Leena Dandekar, Executive Director tendering her resignation from the directorship on personal grounds. Further on 19th May, 2017, Mr. D. R. Puranik, Executive Director tendered his resignation from directorship on personal grounds. The Board took the note of the same and placed on record its appreciation for their services rendered during their tenure as Executive Director’s.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 164 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The details of familiarisation programmes held for the directors are disclosed on the Company’s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The board’s performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board’s functioning. The overall performance of the Board and Committee’s of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Nomination and Remuneration Policy and Evaluation criteria of Independent Directors

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance evaluation of Independent Directors. The details in relation to Nomination and Remuneration Policy and evaluation criteria of Independent Directors have been provided under Corporate Governance Report.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of statutory auditor and the internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Directors’ Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the “Act”) with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 ended 31st March, 2018 and of the profit and loss of the company for the year ended on that date;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and 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 that such internal financial controls are adequate and are operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Meeting of Board and Committees of Directors

During the year 8 (eight) Board Meetings and 6 (six) Audit Committee Meetings were convened and held. The details of the same along with other Committee’s of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166), were appointed as statutory auditors of your Company at the Annual General Meeting held on 21st July, 2017 for a term of five consecutive years.

Auditors’ Report

The observations made in the Auditors’ Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013.

Reporting of Frauds

There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JHR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure B”.

Pursuant to resignation of Ms. Leena Dandekar, Executive Director on 10th April, 2017, the seat of woman director on the Board of Directors was vacant. The Nomination and Remuneration Committee after reviewing the applications / recommendations and after review of the desired information seeked from the Company has on 28th August, 2017 recommended to the Board the appointment of Ms. Anagha S. Dandekar, as additional director on the Board of Directors.

The Board of Directors at its meeting held on 28th August, 2017 upon recommendation of the Nomination and Remuneration Committee appointed Ms. Anagha S. Dandekar, as additional director on the Board of Directors. Due to want of desired information for selection and recommendation process and further the availability of directors for conducting the meetings, time has been lapsed for the said appointment.

Cost Audit

As per the Companies (cost records and audit) Rules, 2014, the requirement for cost audit is not applicable to a Company whose revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue.

Since, the Company’s revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue, Cost Audit is not applicable to the Company.

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 respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements 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 the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Corporate Social Responsibility (CSR)

Company operates CSR Policy in the areas of promoting healthcare, education including special education and employment enhancing vocation skills especially among children, the differently abled, tribal communities and measures for reducing inequalities faced by socially and economically backward classes.

The projects identified and adopted are as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013. The Company endeavors to make CSR a key business process for sustainable development and welfare of the needy sections of the society.

During the Financial Year 2017-18, the Company has spent entire amount of Rs. 45.50 Lakhs towards CSR activities through various trusts and NGO’s operating in the said areas.

The Annual Report on CSR activities forming part of this Board’s report is annexed herewith as “Annexure- C”.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Company’s operations and working environment, including possible breaches of Company’s policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees.

The Whistle Blower Policy is disclosed on the Company’s website and the web link for the same is http://www. camlinfs.com/IR.php.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related Party Transactions as required under Section 134 (3) (h) of the Companies Act 2013 in form AOC-2 is not applicable to your Company.

The details of transaction with related parties are provided in the accompanying financial statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the “Annexure-D” to this report.

Risk Management

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same.

Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: Securing critical resources; ensuring sustainable plant operations; ensuring cost competitiveness including logistics; completion of CAPEX; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

Significant and Material Orders passed by the Regulators/Courts, if any

During the year under review, the Company’s manufacturing unit situated at Plot D- 2/3, MIDC, Tarapur, District Palghar was been directed by the Regional Officer Maharashtra Pollution Control Board (MPCB) vide letter no. MPCB/ ROT/CD/617 dated 25th April, 2017 to close down the manufacturing activities of the aforesaid unit for violation of consent conditions (consent granted u/s. 26 of Water (P&CP Act), 1974 and u/s. 21 of Air (P&CP Act), 1981).

The Regional Officer of MPCB vide letter no. MPCB/ROT/ Restart/C-708 dated 16th May, 2017 gave conditional consent to restart the manufacturing activities of the Company’s unit situated at Plot D- 2/3, MIDC, Tarapur, District Palghar, Maharashtra with immediate effect.

Accordingly, the manufacturing activities were restarted and after 30 days of successful operations, the aforesaid unit was considered for regular restart by MPCB, with fresh conditions.

Other than above, there are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Sexual Harassment of Women at Workplace:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. During the year under review, no case of sexual harassment was reported.

Corporate Governance

As required under Regulation 27 of SEBI LODR 2015, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate of the compliance with Corporate Governance requirements by the Company issued by the Practicing Company Secretaries is attached to the Report on Corporate Governance.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management’s Discussion and Analysis Report which forms a part of this report.

Extract of the annual return

Pursuant to section 92(3) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 forms part of this Board’s report and is enclosed as “Annexure- E”.

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels. Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and governmental authorities.

For & On behalf of the Board

Dilip D. Dandekar Ashish S. Dandekar

Chairman Managing Director

Place : Mumbai

Dated : 24th May, 2018

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