Camex Ltd
Directors Reports
TO
THE MEMBERS,
Your Directors have pleasure in submitting their 34th Annual Report of
the Company together with the Audited Statements of Accounts for the financial year ended
on March 31, 2023.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along
with previous year's figures is given hereunder:
(' in Lakhs)
Particulars |
Standalone |
|
Consolidated |
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total revenue |
13380.45 |
16343.38 |
14823.01 |
17981.67 |
Profit before Finance Cost, Depreciation &
Amortization Expense and Tax Expense |
218.75 |
396.28 |
170.30 |
304.21 |
Less: Finance Cost |
99.96 |
121.92 |
144.81 |
130.16 |
Depreciation & Amortization Expense ^ |
32.45 |
87.00 |
32.45 |
87.36 |
Profit/(Loss) before Exceptional Item and Tax |
86.34 |
187.36 |
(6.96) |
86.69 |
Exceptional Item (Net of Income) |
0.00 |
(320.22) |
0.00 |
(320.22) |
Profit/(Loss) Before Tax |
86.34 |
507.58 |
(6.96) |
406.91 |
Less: Tax Expenses |
|
|
|
|
Current Tax ^ |
22.95 |
143.86 |
22.95 |
147.27 |
Deferred tax liability/(asset) |
(0.16) |
(58.73) |
(0.16) |
(58.73) |
(Excess) / Short Provisions of Earlier Years ^ |
2.41 |
0.07 |
2.41 |
0.07 |
Profit/(Loss) for the period from continuing
Operations ^ |
61.14 |
422.39 |
(32.16) |
318.31 |
2. TRANSFER TO RESERVE: -The Board of Directors of your Company, has
decided not to transfer any amount to the Reserves for the year under review.
3. DIVIDEND:
The Board of Directors has decided to conserve resources and therefore,
did not recommend any dividend for the financial year 202223.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
Your Directors wish to present the details of Business operations done
during the year under review:
During the year 2022-23, the Company's standalone revenue decreased to
' 13380.45 Lakhs as compared to last years' Sales ' 16343.38 Lakhs and standalone profit
of the current year also decreased to ' 61.14 Lakhs compared to profit of ' 422.39 Lakhs
for the previous financial year. The consolidated revenue of your Company for the year
2022-23 stood at ' 14823.01 Lakhs as against ' 17981.67 Lakhs in the previous year. The
consolidated net loss for the year 2022-23 stood at ' 32.16 Lakhs as against net profit of
' 318.31 Lakhs in the previous year. Your Directors are hopeful of getting better results
in the current financial year.
Your Directors believe that rising consumer spending will drive
increased demand for organic colorants in textiles and plastics, while strong growth in
global construction activity will boost demand in paints and coatings. Increase in value
demand will reflect the growing importance of expensive, higher value dyes and pigments
that meet increasingly stringent performance standards and preferences for more
environmentally friendly products. Despite the healthy growth, even faster advances will
be limited by a moderation in global vehicle production and slow growth in printing inks
due to the challenges faced by the print media industry.
5. THE CHANGE IN NATURE OF BUSINESS:
During the year under review, the company has started new segment of
Glass Fiber business of trading, buying, selling, importing, exporting and dealing in
synthetic fibres, staple fibres, polyester, other fibre materials and other goods or
merchandise whether textile felted, netted or looped.
6. CAPITAL STRUCTURE:
During the year under review there was no change in the capital
structure of the Company.
7. ANNUAL RETURN:
Pursuant to the provisions of Section 92 of the Companies Act, 2013 the
Annual Return of the Company as on March 31, 2023 is available on the website of the
Company at https://www.camexltd.com and the weblink of the same is
http://www.camexltd.com/ annual-reports.html.
8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Board met for seven times during the financial year under review.
The dates on which the meetings were held on dtd. April 5, 2022, May 30, 2022, August 1,
2022, August 9, 2022, November 14, 2022, February 1, 2023 and February 6, 2023. For,
details of the meetings of the Board please refer to the corporate governance report,
which forms part of this report. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31, 2023 Company is not having any Subsidiary, Joint
Venture or Associate Company however during the year the Company has only one wholly own
subsidiary name as "Camex HK Limited" at Hongkong and company also has one
subsidiary name as "Camper Metaplast LLP". Pursuant to provisions of Section
129(3) of the Act, a statement containing salient features of the financial statements of
the Company's subsidiary in Form AOC-1 is attached to the financial statements of the
Company as ANNEXURE-I and forms part of this report.
Name of Company |
Address |
Registration No. |
Camex HK Limited* |
RM A&B, 2/F Lee Kee Com
Bldg, 221-227 Queen's RD Central Hong Kong. |
59898212-000-06-21-3 |
Camper Metaplast LLP** |
99, 3rd Floor, Swastik
Society, Camex House, Navrangpura, Ahmedabad Gujarat 380009 INDIA |
AAY-8556 |
*During the year the company has wind up the business of Camex HK
Limited, Hong Kong w.e.f 27.02.2023.
** During the year the company has withdrawn its investments in Camper
Metaplast LLP w.e.f 06.02.2023.
10. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the
year under review.
11. DIRECTORS & KMP:
Mr. Jitendra Chopra (DIN: 00374945), Whole-time Director retires by
rotation at the forth coming Annual General Meeting and being eligible offers himself for
reappointment.
During the year Mr. Rahul Chopra (DIN : 02724914), was appointed as an
Additional Non-Executive Director and he was regularized as Non-Executive Director by the
members of the Company in the previous Annual General Meeting held on 27th August, 2022.
Further during the year Ms. Kruti Shah has resigned as a Company Secretary of the Company
w.e.f. 7th September, 2022 and Mr. Vishal Vadhvana was appointed as a Company Secretary of
the Company w.e.f. 14th November, 2022.
12. DECLARATION FROM INDEPENDENT DIRECTORS:
All the Independent Directors have given declaration to the Company
stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there
has been no change in the circumstances, which may affect their status as Independent
Directors during the year.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability confirm and state
that -
i In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. The Directors had prepared the annual accounts on a 'going concern'
basis;
v. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
vi. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013 is furnished in Annexure - II attached to this report.
15. COMPLIANCE WITH SECRETARIAL STANDARD:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
16. AUDITORS:
At the 33rd Annual General Meeting of the Company held on 27th August,
2022 the members had appointed M/s. Surana Maloo & Co., Chartered Accountant (Firm
Registration No. 112171W), Ahmedabad as Statutory Auditors for a term of five years
beginning from the conclusion of 33rd Annual General Meeting till the conclusion of 38th
Annual General Meeting of the Company to be held for the financial year 2026-27.
In the Board Meeting held on 29th May, 2022, M/s. Ravi Kapoor &
Associates, Practicing Company Secretaries was appointed as Secretarial Auditor of the
Company for the financial year 2022-23.
17. SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013, and in pursuant to
Reg. 24A of Securities Exchange Board of India (Listing Obligations & Disclosure
Requirements) (Amendments) Regulations, 2018 the Secretarial Audit Report for the
Financial Year ended March 31, 2023 issued by Ravi Kapoor & Associates, Practicing
Company Secretary is annexed to this Report as an Annexure - III.
18. COMMENTS ON AUDITORS' AND SECRETARIAL AUDIT REPORT:
i. By the Auditor in his report;
The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer.
ii. By the Secretarial Auditor in his report;
The Secretarial Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer.
19. FRAUDS REPORTED BY AUDITORS:
During the Year under review, no frauds were reported by the Auditor
(Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board.
20. CASHFLOW STATEMENT:
Cash Flow Statement is the part of Balance Sheet.
21. DETAILS OF COMMITTEES:
The details pertaining to composition of Audit Committee, Nomination
and Remuneration Committee and Stake Holder Relationship Committee are included in the
Corporate Governance Report, which forms part of this report.
22. VIGIL MECHANISM:
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Regulations, includes an Ethics & Compliance
Task Force comprising senior executives/Chairman of Audit Committee of the Company.
Protected disclosures can be made by a whistle blower through an e-mail, or dedicated
telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.
The vigil mechanism and whistle blower policy is available on the Company's website. The
web link for the same is http://www.camexltd.com/policy-and-code-of-conducts.html.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility Provisions are applicable to every
company having net worth of Rupees five hundred crores or more or turnover of Rupees one
thousand crores or more or a net profit of Rupees five crores or more. As the said CSR
Provisions are not applicable to Company, Company has not developed and implemented any
Corporate Social Responsibility initiatives.
24. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB SECTION (1) OF SECTION 148 OF COMPANIES ACT, 2013 AND STATUS OF THE SAME:
Company has made and maintained the cost records as prescribed by the
Central Government under Section 148(1) of the Act. However, provisions regarding cost
audit are not applicable to the Company.
25. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your company has constituted Internal Complaints
Committee (ICC) which is responsible for redressal of complaints related to sexual
harassment. Further no complaint / case have been filed / pending with the Company during
the year.
26. LOANS, GUARANTEES OR INVESTMENTS:
The company did not provide any guarantee in respect of loans availed
by others, under the provisions of section 186 of the Companies Act, 2013 and rules framed
thereunder during the financial year under report. Details of loans and investments
covered under the provisions of section 186 are given in the notes forming part of the
financial statements that form part of this annual report.
27. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the period under review Company has entered into transactions
with related parties. The particulars of every contract or arrangements entered into by
the Company with related parties referred to in subsection (1) of section 188 of the
Companies Act, 2013 are disclosed in Form No. AOC 2. (Annexure-IV).
The Policy on materiality of related party transactions and on dealing
with related party transactions as approved by the Board may be accessed on the Company's
website at the link: http://www.camexltd.com/policy-and-code-of-conducts.html.There are no
materially significant related party transactions that may have potential conflict with
interest of the Company at large.
28. INTERNAL FINANCIAL CONTROLS:
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control
system in the Company which should be adequate and shall operate effectively. The Company
has devised proper system of internal financial control which is commensurate with size
and nature of Business. The Board has appointed M/s. J. K. Brahmin & Co., Chartered
Accountants as an Internal Auditor of the Company pursuant to provisions of Section 138 of
the Companies Act, 2013 in order to ensure proper internal financial control for the
Financial year 2023-24.
29. INSURANCE:
The properties and insurable assets and interests of the Company, like
building, plant and machinery and stocks, among others, are adequately insured.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134 (3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure - V and is attached to this report.
32. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION:
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which this financial
statement relate on the date of this report.
33. RISK MANAGEMENT POLICY OF THE COMPANY:
The Company has a structured risk management policy. The Risk
management process is designed to safeguard the organization from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in
order to minimize its impact on the business. The potential risks are inventoried and
integrated with the management process such that they receive the necessary consideration
during decision making. It is dealt with in greater details in the management discussion
and analysis section.
34. PARTICULARS OF EMPLOYEES:
The information required under section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
(' In Lakhs)
Sr. No. |
Name of Director |
Median
Remuneration |
Ratio |
% decrease in remuneration in
the financial year |
1. |
Mr. Chandraprakash Chopra |
3.19 |
18.84 |
Nil |
2. |
Mr. Jitendra Chopra |
3.19 |
1.88 |
Nil |
b. The percentage increase / decrease in remuneration of each Director,
Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager if any, in
the financial year:
Remuneration of Company Secretary was increased by 24% and remuneration
of Chief Financial Officer (CFO) was increased by 11.11%.
c. The percentage increase in the median remuneration of employees in
the financial year: 20.83%
d. There are 52 Permanent employees on the rolls of the Company.
e. Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The total turnover of the Company is ' 13187.53 Lakhs, which is
decreased by ' 2966.19 Lakhs from the previous year turnover of ' 16153.72 Lakhs.
Information as per Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
f. The Statement showing the remuneration drawn by the top ten
employees for the Financial Year 2022-23:
The Company does not have any employee who has received remuneration
during the financial year, which in aggregate exceeds ' 1.02 Cr.
Further, Company does not have any employee who employed for the part
of the year and was in receipt of remuneration for any part of that year exceeding '8.50
Lakhs per month.
The statement containing the names of top ten employees will be made
available on request sent to the Company on cs@camexltd.com.
g. The Company affiirms that the remuneration is as per the
remuneration policy of the Company.
34. ANNUAL PERFORMANCE EVALUATION:
The Company has devised a Policy for performance evaluation of the
Board, Committees and other individual Directors (including Independent Directors) which
includes criteria for performance evaluation of the Non-executive Directors and Executive
Directors. The evaluation process inter alia considers attendance of Directors at Board
and committee meetings, acquaintance with business, communicating inter-se board members,
effective participation, domain knowledge, compliance with code of conduct, vision and
strategy, benchmarks established by global peers, etc, which is in compliance with
applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board
Committees and Individual Directors and Chairman. The Chairman of the respective Board
Committees shared the report on evaluation with the respective Committee members. The
performance of each Committee was evaluated by the Board, based on report on evaluation
received from respective Board Committees.
The reports on performance evaluation of the Individual Directors were
reviewed by the Chairman of the Board.
In compliance with the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance
evaluation was carried out as under:
Board:
In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the Board of Directors evaluated the performance of the Board,
having regard to various criteria such as Board composition, Board processes, Board
dynamics etc. The Independent Directors, at their separate meetings, also evaluated the
performance of the Board as a whole based on various criteria specified by Companies Act,
2013. The Board and the Independent Directors were of the unanimous view that performance
of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee was evaluated by the Board having
regard to various criteria such as committee composition, committee processes, committee
dynamics etc. The Board was of the unanimous view that all the committees were performing
their functions satisfactorily and according to the mandate prescribed by the Board under
the regulatory requirements including the provisions of the Act, the Rules framed there
under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
INDIVIDUAL DIRECTORS:
Independent Directors:
In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the performance of each independent director was evaluated by the
entire Board of Directors (excluding the director being evaluated) on various parameters
like engagement, leadership, analysis, decision making, communication, governance and
interest of stakeholders. The Board was of the unanimous view that each independent
director was a reputed professional and brought his/her rich experience to the
deliberations of the Board. The Board also appreciated the contribution made by all the
independent directors in guiding the management in achieving higher growth and concluded
that continuance of each independent director on the Board will be in the interest of the
Company.
Non-Independent Directors:
The performance of each of the non-independent directors (including the
chair person) was evaluated by the Independent Directors at their separate meeting.
Further, their performance was also evaluated by the Board of Directors. The various
criteria considered for the purpose of evaluation included leadership, engagement,
transparency, analysis, decision making, functional knowledge, governance and interest of
stakeholders. The Independent Directors and the Board were of the unanimous view that each
of the non-independent directors was providing good business leadership.
35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application
before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for
recovery of outstanding loans against customer and there is no pending proceeding against
the Company under Insolvency and Bankruptcy Code, 2016.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is Not Applicable to the Company, during the financial year.
37. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:
As required under the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, management discussion and analysis and corporate
governance report are annexed as Annexure - VI and Annexure - VII respectively to this
Report.
38. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Company's activities during the year under review. Your Directors
also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of the Board of Directors
Date: 11/07/2023 |
Chandraprakash Chopra
Chairman & Managing Director |
Place: Ahmedabad |
DIN: 00375421 |
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