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Directors Report of Camlin Fine Sciences Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 23rd Annual Report and the Audited Financial Statements of Accounts for the financial year ended 31st March, 2016

Financial Highlights of 2015-16 (Standalone)

Net Sales and other income of the Company were Rs, 41,588.78 Lacs as compared to Rs, 43,264.57 Lacs in the previous year

Profit before tax was Rs, 3,471.10 Lacs as compared to Rs, 3,17703 Lacs in the previous year

Profit after tax was Rs, 2,575.19 Lacs as compared to Rs, 2,581.76 Lacs in the previous year

Considering the profits available for distribution, Directors have recommended a dividend of Rs, 0.45 per equity share of Rs, 1/- each (i.e.45%).

Financial Results

(Rs, in Lacs)

2015-2016 2014-2015

Net Sales & Other Income 41,588.78 43,264.57

Profit before Interest & Depreciation 7,123.62 6,288.44

Interest 2,182.93 2,115.11

Depreciation 1,014.86 996.30 Profit/(Loss) before exceptional item and tax 3,925.83 3,177.03

Less : Exceptional Item# 454.73 -

Less: Provision for Tax (Net) 895.91 595.27

Profit After Tax 2,575.19 2,581.76

Balance available for Appropriation 8,105.00 6,179.66

Appropriations:

Proposed Dividend* 436.35 431.50

Corporate Dividend Tax 89.03 88.35

General Reserve 130.00 130.00

Balance Carried Forward 7449.62 5529.81

8,105.00 6,179.66

# Loss on final settlement of insurance claim.

* Includes short provision of Rs, 1.36 Lacs pertaining to the earlier periods

Our Results of Operations on Consolidated basis is as follows:

Consolidated EBIDTA (before exceptional item) for the financial year ending on 31st March 2016 is at Rs, 9,606.34 Lacs (19.05 % of sales) in comparison with that of previous financial year ending on 31st March 2015 at Rs, 9,254.91 Lacs (16.22 % of sales).

Consolidated PBT (before exceptional items) for the financial year ending on 31st March 2016 is at Rs, 5,456.57 Lacs (11 % of sales) in comparison with that of previous financial year ending on 31st March 2015 at Rs, 5,247.83 Lacs (9.20 % of sales).

Consolidated Cash Accruals (before exceptional item & tax) for the 12 months period ending on 31st March 2016 is at Rs, 7,162.00 Lacs (14.20 % of sales) in comparison with that of previous financial year ending on 31st March 2015 at Rs, 6,001.70 Lacs (10.52 % of sales).

State of Affairs

Your Company is engaged in research, development, manufacturing, commercializing, and marketing of specialty chemicals and blends which are used in a wide array of food, feed, animal and pet nutrition and industrial products. Our business is categorized into three key verticals namely:

(i) Shelf-life Extension Solutions; (ii) Aroma Ingredients; and (iii) Performance Chemicals. We have recently added animal nutrition products to our portfolio pursuant to our recent acquisition of 65% stake in Dresen Quimica SAPI De CV, Mexico (Dresen) and going forward we expect this to complement our Shelf-life Extension Solutions portfolio. We market our products globally including in Europe, Asia Pacific, India, South and Central America and North America.

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 Ingredients 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 Vanillin Products are Guaiacol and Guethol, respectively, which in turn are derived from Catechol. 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.

Reserves

During the year under the review, the Company has transferred Rs, 130.00 Lacs to the General Reserve from the amounts available for appropriation.

Dividend

Your Directors are pleased to recommend payment of dividend at the rate of Rs, 0.45 per equity share (i.e. 45%).

The Company had transferred a sum of Rs, 0.99 Lacs 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 2007-2008 with the Company for a period of 7 years from the due date of payment.

Employee Stock Option Scheme

During the year under review, the Company allotted 7,77,700 Equity Shares of Rs, 1/- each upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Schemes of 2008, 2012 and 2014 respectively

The applicable disclosure as stipulated under SEB Regulations as at 31st March, 2016 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, 2016 were Rs, 4.00 Lacs

Subsidiaries

The Company has the following overseas subsidiaries (including step down subsidiaries) as on 31st March, 2016

- 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 100% owned subsidiary of the Company engaged in manufacture and sale of key raw materials required by the Company.

- CFS do Brasil Indústria, Comércio, Importação e Exportação de Aditivos Alimentícios 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

- Solentus North America Inc.

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

- CFS Antioxidants 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.

On 15th April, 2016, a 100% owned subsidiary CFS International Trading (Shanghai) Ltd. was incorporated in China (shanghai) pilot free trade zone to manufacture and deal in specialty chemicals

On 04th May, 2016, our subsidiary CFS Antioxidants De Mexico S.A. De C.V., Mexico acquired 65% stake in Dresen Quimica SAPI 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.

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 23rd May, 2016 the copies of Audited 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 sha 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 Annua 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

As the present term of appointment of Mr. Dattatraya R. Puranik, Executive Director & Chief Financial Officer, ends on 31st July, 2016, resolution for renewal of his appointment for the period 01st August, 2016 to 31st July, 2019 is being placed before the members for approval at the ensuing General Meeting

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

Mr. Atul R. Pradhan and Mr. Nicola A. Paglietti are being re-appointed as the Independent Directors of the Company from the ensuing Annual General Meeting for a term of 5 years. You are requested to re-appoint them.

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

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 familiarization programmes held for the directors are disclosed on the Company''s website and the we blink 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 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 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, 2016, 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, 2016 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; and

(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.

(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 5 (five) Board Meetings and 5 (five) 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.

Approval of resolutions through Postal Ballot

During the year under review, the Company has sought approval of the Members for amending main objects and other objects clause of Memorandum of Association, issue of securities up to Rs, 150 crores, increase in authorized share capital and alteration of capital clause in Memorandum and Articles of Association of the Company. The results of the postal ballot were declared on 04th December, 2015. All the resolutions were passed with requisite majority.

Auditors

M/s. B. K. Khare and Co., Chartered Accountants (FR No. 105102W), retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s 141 of the Companies Act, 2013.

Members are requested to consider and re-appoint M/s. B. K. Khare and Co., Chartered Accountants, as the Statutory Auditors of the Company from the ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

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 there under 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 Messrs J. H. Ranade & 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". The findings of the Secretarial Audit were entirely satisfactory.

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 2015-16, the Company has spent entire amount of Rs, 63.57 Lacs 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 to the 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 policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the we blink 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 Policy

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

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 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

Ashish S. Dandekar Dattatraya R. Puranik

Managing Director Executive Director &

Chief Financial Officer

Place : Mumbai

Dated : 23rd May, 2016


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 21st Annual Report and the Audited Statements of Account for the financial year ended 31st March, 2014.

Highlights of 2013-2014

- Net Sales and Other Income of the Company wereRs. 37,671.97 Lacs as compared to Rs. 31,639.97 Lacs in the previous year.

- profit Before Tax was Rs. 2,920.58 Lacs as compared to Rs. 2,252.77 Lacs in the previous year.

- profit After Tax was Rs. 1,896.86 Lacs as compared to Rs. 1,475.91 Lacs in the previous year.

- Consolidated Gross Sales of the Company were Rs. 51,716.91 Lacs as compared to Rs. 38,285.35 Lacs in the previous year.

- Consolidated profit After Tax was Rs. 2,873.77 Lacs as compared to Rs. 1,512.34 Lacs in the previous year.

- Considering the profits available for distribution, Directors have recommended a dividend of Rs. 0.70 per share of Rs. 2/- each (i.e. 35%).

Financial Results:

(Rs. in Lacs)

2013-2014 2012-2013

Net Sales & Other Income 37,671.97 31,639.97

profit before Interest & Depreciation 6,092.11 4,860.59

Interest 2,239.53 1,752.13

Depreciation 932.00 855.69

profit/(Loss) before tax 2,920.58 2,252.77

Less: Provision for Tax (Net) 1,023.72 776.86

profit After Tax 1,896.86 1,475.91

Balance bought forward from last year 2,328.00 1,331.59

Balance available for Appropriation 4,224.86 2,807.50

Appropriations:

Proposed Dividend 331.83 281.66

Corporate Dividend Tax 56.40 47.84

General Reserve 190.00 150.00

Balance Carried Forward 3,646.63 2,328.00

4,224.86 2,807.50

Operational Performance

During the year under review, net sales and other income of the Company was Rs. 37,671.97 Lacs as compared to Rs. 31,639.97 Lacs during previous year, registering an increase of 19% in net sales and income. Your Company was successful in holding on to the market share in major markets and also registered a growth in emerging markets like South America and Asia by extensive customer reach through its sales teams. This growth has been achieved in spite of recessionary pressures in the international market

during the year. The net profit after tax for the year was Rs. 1,896.86 Lacs as against Rs. 1,475.91 Lacs in the previous year thereby registering a growth of 28.52%.

The consolidated gross sales of the Company was Rs. 51,716.91 Lacs as compared Rs. 38,285.35 Lacs during the previous year there by registering a growth of 35.08%.

The Consolidated profit after tax for the year ended 31st March, 2014 was Rs. 2,873.77 Lacs as compared to Rs. 1,512.34 Lacs during the previous year, thereby registering a remarkable growth of 90.02%.

The growth of the Company is also powered by new and value added products. The Company has increased its market share by 3 highly potential new products from the diphenol downstream as per planned strategy. These products were Tertiary Butyl Catechol (TBC), Guaiacol and Veratrole which have contributed to the growth.

The operations team has successfully completed the enhancement in capacities for the existing and new products by technological improvements and process re- engineering with minimum of capital spending during the financial year 2013-14.

The process of market development of Diphenol downstream products and new products (both Industrial & Food) shall have the same momentum during the current year and steps have been taken for building up the additional production capacities which shall be adequate for meeting the increasing demands.

On 16th June, 2013 a fre broke out in the godown area of our manufacturing facility at Tarapur. The fre was contained and fortunately there was neither any casualty nor significant damage to the manufacturing facility. Due to fre, stock of raw materials, packing materials, fnished goods, work-in process material, engineering stores etc. and nearby plant building and machinery were gutted.

The production commenced within a weeks time after the precautionary safety clearance. There was no resultant impact on the Company''s manufacturing capacity and supply status for fnished goods to customers.

The Stocks and other property destroyed in fre were fully insured and the Company has received on account payment of Rs. 10 Crores against the pending settlement of final claim.

Dividend

Considering substantial growth in disposable profits, your Directors are pleased to recommend payment of a higher dividend at the rate of Rs. 0.70 per equity share (i.e. 35%) on 4,74,04,940 Equity Shares of Rs. 2/- each. If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs. 388.23 Lacs inclusive of Dividend Distribution Tax of Rs. 56.40 Lacs.

Employee Stock Option Scheme

During the year under review, the Compensation Committee granted options to the Employees/Directors in accordance with the Securities and Exchange Board of India (Employees'' Stock Option Scheme and Employees'' Stock Purchase Scheme) Guidelines 1999 (''the SEBI Guidelines").

During the year under review, the Company allotted 2,60,225 equity shares upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Scheme 2008 and 2012

The applicable disclosure as stipulated under SEB Guidelines as at 31st March, 2014 is given in Annexure A to this report.

Fixed Deposits

During the year under review, your Company neither accepted nor renewed any fixed deposits. The total amount of fixed deposits held by the Company was Rs. 689.90 Lacs The Company has decided to repay the fixed deposits on their maturity.

Subsidiaries

- Dulcette Technologies LLC

A 61% owned joint venture of the Company engaged in market/business development of Company''s products in U.S.A.

- 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.

- Solentus do Brasil Indústria, Comércio, Importação e Exportação de Aditivos Alimentícios 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

- 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

As decided by the Board of Directors at its meeting held on 29th May, 2014 the copies of Balance Sheet and Statement of profit & Loss, Report of the Directors and Auditors 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.

Directors

Mr. Dattatraya R. Puranik retires by rotation and being eligible offers himself for reappointment. You are requested to appoint him.

The Companies Act, 2013 (the "Act") provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Act provides that Independent Directors shall hold office for a term upto (5) five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Our Independent Directors being eligible be considered by the shareholders for appointment for a term of upto five consecutive years in accordance with the Act.

With appointment of Mrs. Leena A. Dandekar as Non-Retiring Executive Director proposed to the members w.e.f. 01st July, 2014, under postal ballot, for complying with the provisions of the Companies Act, 2013 and Listing Agreement, the Company is required to expand its Board by appointing (2) two Retiring Directors and (2) two Independent Directors. Accordingly, the appointment of Mr. Nirmal V. Momaya and Mr. Ajit S. Deshmukh is proposed as Retiring Directors and Mr. Atul R. Pradhan and Mr. Nicola A. Paglietti as Independent Directors.

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

As required under the Listing Agreement, particulars of Directors seeking appointment/reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

Approval of resolutions through Postal Ballot

The Company has sought approval of the Members for amending certain Articles of Association, appointment of Mrs. Leena A. Dandekar as Non-Retiring Director, re-appointment of Mr. Dattatraya R. Puranik as Executive Director & CFO, revision in remuneration payable to Mr. Dilip D. Dandekar, Non-Executive Director, approvals under Section 180 (1) (a) & (c) and Section 186 of the Companies Act, 2013. As per schedule the result of the postal ballot shall be declared by end of June, 2014.

Directors'' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that 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, 2014 and of the profit of the Company for the year under review;

iii. that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records for the year ended 31st March, 2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Committees of Directors

As required under the provisions of the Companies Act, 2013 and amendment in Listing Agreement, the Remuneration Committee and Shareholders / Investors Grievance Committee has been newly constituted as Nomination and Remuneration Committee and Stakeholders Relationship Committee respectively and their terms of reference along with Audit Committee has been enlarged so as to conform to the new regulatory requirements. Similarly Corporate Social Responsibility (CSR) Committee has been setup for undertaking CSR activities from the current financial year.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out for the specified period, by a Practicing Company Secretary. The fndings of the Secretarial Audit were entirely satisfactory.

Cost Audit

The Company''s Cost Records for the year ended 31st March, 2014 in respect of manufacturing activities are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai. However, for financial year 2014-2015, the Company has appointed V R & Associates, Cost Accountants in place of earlier auditor who has since relinquished his office.

Auditors

M/s. B. K. Khare and Co., Chartered Accountants (FR No. 105102W), retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s. 141 of the Companies Act, 2013.

Members are requested to consider and re-appoint M/s. B. K. Khare and Co., Chartered Accountants, as the Statutory Auditors of the Company from the ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

Information Pursuant to Section 217 (2A) of the Companies Act, 1956

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the corporate office of the Company.

Information & Technology

In line with the overall growth objective and strengthening our infrastructure base, the Company has invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values. Through implementation of SAP the Company has improved its operational efficiencies, inventory minimisation and cost optimisation.

The Company views SAP as a strategic tool to enhance its operational efficiencies, through various functional integration.

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

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

Corporate Governance

As required under Clause 49 of the Listing Agreement, 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 Auditors'' Certifcate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report

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.

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it to 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

Ashish S. Dandekar Dattatraya R. Puranik

Managing Director Executive Director &

Chief Financial officer

Place : Mumbai, Dated : 17th June, 2014


Mar 31, 2013

Dear members

The Directors are pleased to present the 20th Annual Report and the Audited Statements of Account for the fnancial year ended 31st March, 2013.

Highlights of 2012-2013

Net Sales and other income of the Company were Rs. 31,639.97 Lacs as compared to Rs. 25,562.02 Lacs in the previous year. (increase by 23.77%).

Proft before tax was Rs. 2,252.77 Lacs as compared to Rs. 1,644.07 Lacs in the previous year (increase by 37.02%).

Proft after tax was Rs. 1,475.91 Lacs as compared to Rs. 1,014.03 Lacs in the previous year (increase by 45.54%).

Considering the profts available for distribution, Directors have recommended a dividend of Rs. 0.60 per share of Rs. 2/- each (i.e.30%).

Financial Results:

(Rs.in Lacs) 2012-2013 2011-2012

Net Sales & Other Income 31,639.97 25,562.02

Proft before Interest & Depreciation 4,860.59 3,913.12

Interest 1,752.13 1,620.11

Depreciation 855.69 648.94

Proft before Tax 2,252.77 1,644.07

Less: Provision for Tax (Net) 776.86 630.04

Proft after Tax 1,475.91 1,014.03

Balance brought forward from last year 1,331.59 694.49

Balance available for Appropriation 2,807.50 1,708.52

Appropriations:

Proposed Dividend 281.66 233.97

Corporate Dividend Tax 47.84 37.96

General Reserve 150.00 105.00

Balance Carried Forward 2,328.00 1,331.59

2,807.50 1,708.52

Operational Performance

During the year under review, total income of the Company rose to Rs. 31,639.97 Lacs from Rs. 25,562.02 Lacs registering an impressive growth of 23.77%. Your Company has registered a high growth in this extremely volatile market and increased its market share of food antioxidants due to its technological and markets development initiatives. This was possible by the focussed approach on the stability of supplies and prices to the customers inspite of the

recessionary pressures. The net proft after tax for the year was Rs. 1,475.91 Lacs as against Rs. 1,014.03 Lacs in the previous year thereby registering a growth of 45.54%.

The growth of the Company is powered by new and value added products. The Company has added 3 highly potential products from the diphenol downstream as per planned strategy. These products are Vanillin, Tertiary Butyl Catechol (TBC) and Guaiacol which have contributed to the growth.

The Company in spite of low demand and severe pressure on margins achieved the targeted market share. The Company has focussed on the emerging markets like Asia, Latin America and India besides existing areas of business.

The operations team managed to successfully undertake certain critical cost reduction measures. The quantum jump that the Company has achieved in capacities of products with marginal capital investment is due to the great work done by the Engineering and Technology team during the current year.

The establishment of two major business divisions, namely, Food and Industrial Products has been successfully completed. This has resulted in positive impact as demonstrated in the growth of sales volumes and value during the current year. These divisions have brought about a sharper focus on developing Diphenol downstream products which were successfully commercialized. This strategic change has resulted in signifcant increase in market share of both Food and Industrial Products.

Dividend

Considering substantial growth in disposable profts. Your Directors are pleased to recommend payment of a higher dividend @ of Rs. 0.60 per equity share (i.e. 30%) on 4,69,43,940 Equity Shares of Rs. 2/- each for the year ended 31st March, 2013. If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs. 329.50 Lacs inclusive of Dividend Distribution Tax of Rs. 47.84 Lacs.

Employee Stock Option Scheme

During the year under review, the Compensation Committee granted options to the Employees/Directors in accordance with the Securities and Exchange Board of India (Employees'' Stock Option Scheme and Employees'' Stock Purchase Scheme) Guidelines 1999 (‘the SEBI Guidelines").

During the year under review, the Company allotted 1,49,550 equity shares upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Scheme 2008.

The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2013 is given in Annexure A to this report.

Fixed Deposits

During the year under review, your Company has not accepted any new fxed deposits. The total amount of fxed deposits held by the Company was Rs. 694.95 Lacs.

Subsidiaries

- Dulcette Technologies LLC

A 61% owned joint venture of the Company engaged in market/business development of Company''s products in U.S.A.

- CFCL Mauritius Pvt. 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.

As decided by the Board of Directors at its meeting held on 21st May, 2013 the copies of Balance Sheet and Statement of Proft & Loss, Report of the Directors and Auditors 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.

Directors

Mr. Abeezar E. Faizullabhoy and Mr. Bhargav A. Patel retire by rotation and being eligible offer themselves for re- appointment. You are requested to re-appoint them

Similarly you are also requested to appoint Mr. Dattatraya R Puranik who was appointed as Additional Director w.e.f. 1st August, 2012 by the Board of Directors designated as Executive Director & Chief Financial Offcer and approve his remuneration

None of the Directors are disqualifed from being appointed as Directors, as specifed in Section 274(1)(g) of the Companies Act, 1956

As required under the Listing Agreement, particulars of Directors seeking reappointment at the ensuing Annua General Meeting have been given under Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confrmed that in the preparation of the annual accounts for the fnancial year ended 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

i. that 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 fnancial year ended 31st March, 2013 and of the proft of the Company for the year under review;

iii. that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records for the year ended 31st March, 2013 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts for the fnancial year ended 31st March, 2013 on a ‘going concern'' basis.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out for the specifed period, by a Practicing Company Secretary. The fndings of the Secretarial Audit were entirely satisfactory.

Cost Audit

The Company''s Cost Records for the year ended 31st March, 2013 in respect of manufacturing activities are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai.

Auditors

M/s. B. K. Khare and Co., Chartered Accountants, retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

Members are requested to consider and re-appoint M/s. B. K. Khare and Co., Chartered Accountants, as the Statutory Auditors of the Company for the year 2013-2014.

Information Pursuant to Section 217(2A) of the Companies Act, 1956

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the corporate offce of the Company.

Information & Technology

In line with the overall growth objective and strengthening our infrastructure base, the Company has invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values. Through implementation of SAP the Company has improved its operational effciencies, inventory minimisation and cost optimisation.

The Company views SAP as a strategic tool to enhance its operational effciencies, through various functional integration.

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

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

Corporate Governance

As required under Clause 49 of the Listing Agreement, 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 Auditors'' Certifcate of the compliance with Corporate Governance requirements by the Company 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.

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, fnancial institutions, business associates, regulatory and governmental authorities.

For & On behalf of the Board

Ashish S. Dandekar

Managing Director

Place : Mumbai

Dated : 21st May, 2013


Mar 31, 2012

The Directors are pleased to present the 19th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2012.

Highlights of 2011-2012

Net Sales/Income from operations of the Company was Rs. 25,206.23 Lacs as against Rs. 16,475.96 Lacs in the previous year.

Profit before tax was Rs. 1,644.07 Lacs as compared to Rs. 841.85 Lacs in the previous year (increase by 95.29%).

Profit after tax was Rs. 1,014.03 Lacs as compared to Rs. 666.20 Lacs in the previous year.

Considering the profits available for distribution, Directors have recommended a dividend of Rs. 0.50 per share of Rs. 2/- each (i.e. 25%).

Financial Results:

(Rs. in Lacs)

2011-2012 2010-2011

Net Sales & Other Income 25,562.02 16,608.45

Profit before Interest & Depreciation 3,913.12 2,188.46

Interest 1,620.11 800.38

Depreciation 648.94 546.23

Profit before Tax 1,644.07 841.85

Less: Provision for Tax (Net) 630.04 175.65

Profit after Tax 1,014.03 666.20

Balance bought forward from last year 694.49 499.02

Balance available for Appropriation 1,708.52 1,165.21

Appropriations:

Proposed Dividend 233.97 186.12

Corporate Dividend Tax 37.97 30.19

General Reserve 105.00 55.00

Balance Carried Forward 1,331.58 893.90

1,708.52 1,165.21

Operational Performance:

The year under review for food antioxidants TBHQ and BHA business was a challenging one due to the pricing volatility of key raw material; Hydroquinone. The volatility and escalation in Hydroquinone prices forced the manufacturers of food antioxidants to adopt short term pricing strategy to protect their margins. In spite of these limitations, the Company has registered a higher growth at 53.91%, compared to its CAGR at 32.75% during the last 4 years, by increasing its market share of food antioxidants business globally. This was possible by a focused approach on the stability of supplies and also prices to the customers. Further, the backward integration due to acquisition of an Italian Company Borregaard Italia S.p.A (now known as CFS Europe S.p.A.) helped the Company to ensure stability in supplies of key raw material at the competitive prices. This has also contributed towards better realizations during the year.

The total income of the Company rose to Rs. 25,562.02 Lacs from Rs. 16,608.45 Lacs registering an impressive growth of 53.91%. Your Company was able to improve its profitability due to quantitative growth and higher sales realization achieved through tighter control over costs, enhancement in production capacity by process re-engineering and de-bottlenecking of plant/processes, by installation of critical equipments, productivity improvements and bringing in operational efficiency. These steps have resulted in improving the margins and finally the net profit after tax which stands atRs. 1,014.03 Lacs as against Rs. 666.20 Lacs in the previous year thereby registering a growth at 52.25%

The Company's product range has applications in 2 growing segments of the market, Food and Industrial The Company created two major business divisions namely Food Ingredients Division and Industrial Products Division as planned in the last year. These business divisions have brought in a sharper focus on the food anti-oxidants and food ingredient business coupled with growing sections of fine chemicals market related to industrial products. This strategic change has been reflected in the growth in the customer base

The Food Division, in spite of the volatility on pricing on account of HQ, has managed not only to hold on to the existing market share but has enlarged its market by adding new markets in China, Middle East and Latin America which have contributed significantly during the year under review. Further, the Company has successfully built a larger customer base in these markets as per the plans put in the earlier year's business strategy

The strategy of appointing a commercial manager for Latin America, covering countries like Brazil, Argentina, Colombia, Chile, Peru, Ecuador, etc. has immensely benefited the Company to penetrate in these Regions W.e.f. 27th August, 2011 name of the Company was changed from Camlin Fine Chemicals Limited to Camlin Fine Sciences Limited to give a broader business outlook of the Company

Dividend:

Considering substantial growth in disposable profits, Your Directors are pleased to recommend payment of a dividend @ of Rs. 0.50 per equity share (i.e. 25%) on 46,794,390 Equity Shares of Rs. 2/- each for the year ended 31st March, 2012 If approved by the shareholders at the Annual Genera Meeting, the dividend will absorb Rs. 271.93 Lacs inclusive of Dividend Distribution Tax of Rs. 37.96 Lacs

Employee Stock Option Scheme:

During the year under review, the Company allotted 264,375 Equity Shares upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme. The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2012 is given in Annexure A to this report.

Further your Directors are proposed to make suitable amendments to the Clause 16 of the said Scheme for closing the scheme at a future date.

It is also proposed to introduce a new Scheme for offering the employees of the Company (excluding the Promoter Director or persons belonging to the Promoter's Group), an option to acquire the Equity Shares of the Company under Camlin Fine Sciences Employees Stock Option Scheme 2012 (ESOP 2012 or the Scheme) on more favorable terms so as to motivate, retain and reward eligible Employees based on their individual performance and facilitating them to contribute in the overall business growth of the Company. Besides the proposed scheme shall also be easy to administer

Fixed Deposits:

During the year under review, your Company has accepted fixed deposits of Rs. 696.90 Lacs from the Public and the Shareholders after complying with the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended. However, no new deposits are being accepted

Subsidiaries:

- Dulcette Technologies LLC

A 51% owned joint venture of the Company posted a total income of Rs. 184.40 Lacs for the fnancial year ended 31st March, 2012

- CFCL Mauritius Pvt. Limited

A 100% owned subsidiary of the Company incorporated on 25th January, 2011 primarily for the purpose of overseas investments

- CFS Europe S.p.A. (formerly known as Borregaard Italia S.p.A)

A 100% subsidiary of CFCL Mauritius Pvt. Ltd. since 8th March, 2011 engaged in manufacture and sale of key raw materials required by the Company

In terms of approval granted by the Board of Directors at its meeting held on 6th February, 2012 Under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet and Profit & Loss Account, Report of the Directors and Auditors 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

Directors:

Mr. Pramod M. Sapre and Mr. Sharad M. Kulkarni retire by rotation and being eligible offer themselves for re-appointment. You are requested to re-appoint them.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 274(1)(g) of the Companies Act, 1956.

As required under the Listing Agreement, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

Directors' Responsibility Statement:

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) that 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, 2012 and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2012 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

Secretarial Audit:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out at the specified period, by a Practicing Company Secretary. The findings of the Secretarial Audit were entirely satisfactory.

Cost Audit:

The Company's Cost Records for the year ended 31st March, 2012 in respect of manufacturing activities are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai.

Auditors:

M/s. B. K. Khare & Co., Chartered Accountants, retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

Members are requested to consider and re-appoint M/s. B. K. Khare & Co., Chartered Accountants, as the Statutory Auditors of the Company for the year 2012-2013.

Information Pursuant to Section 217 (2A) of the Companies Act, 1956:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the corporate office of the Company.

Information & Technology:

In line with the overall growth objective and strengthening our infrastructure base, the Company has invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values. Through implementation of SAP the Company has improved its operational efficiencies, inventory minimisation and cost optimisation.

The Company views SAP as a strategic tool to enhance its operational efficiencies, through various functional integration.

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

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

Corporate Governance:

As required under Clause 49 of the Listing Agreement, 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 Auditors' Certificate of the compliance with Corporate Governance requirements by the Company 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.

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

ASHISH S. DANDEKAR

Managing Director

Place : Mumbai

Dated : 24th May, 2012

 
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