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Directors Report of Camson Bio Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors take immense pleasure in presenting their 21st Annual Report on the business and operations together with the Audited Accounts of the Company for the year ended March 31, 2015.

Corporate Overview:

Camson Bio Technologies Limited ("Camson" or "CBTL") is India's first integrated IPR driven agricultural biotechnology company Founded in 1993, the Company is headquartered in Bangalore, with primary focus on biotech R&D. The Company is a pioneer of zero residue farming products, which uses secondary metabolites (biological origin) of microbes to kill / inhibit pathogens, with no use of chemicals. CBTL has been recognized by Deloitte as one the fastest growing technology companies in 2015 and conferred the Technology Fast 500 award and awarded 'Leaders of Tomorrow Award by ET Now & Indiamart 2014-15. The Company has highly specialized R&D capabilities, having developed the 'Proprietary Technology Platform' for research with 4000 microbial library and 60 hybrid seeds varieties.

Standalone Financial Results:

(Rs. in million) FY 2015 FY 2014

Net Sales 1,693.82 1,456.28

Profit before depreciation & taxation 184.51 213.46

Less: Depreciation 134.02 51.13

Less: Provision for taxation 19.66 (6.01)

Add: Prior period adjustment (Taxation) 0.00 0.00

Profit after tax 30.82 132.71

Balance brought forward from last year 798.44 695.24

Profit available for appropriation 829.26 827.95

Transfer to General Reserve 0 0

Proposed Dividend and tax thereon (25.23) 25.23

Balance carried forward 849.73 798.44

Financial and Operational Review:

FY2015 was a challenging year for the bio-agri sector in India, marked by unfavourable weather conditions and subdued market demand. Despite the difficult operating environment, the Company registered a strong standalone Net Sales growth of 16.3%, which peaked to Rs. 1,694 mn in FY2015. Revenue contribution from the Agri Biotech (Biocides) business reached 35.4% of total standalone Net Sales during the year, in line with the management expectations and ongoing focus. The Company witnessed a significant increase in sales & marketing expense during the year, which were required to push the sales in the bad weather conditions. As a result, standalone EBITDA stood at Rs. 225.0 mn in FY2015, registering a decline of (10.61) % on a y-o-y basis.

On a consolidated basis, FY2015 Revenue witnessed an increase of 6.4% on y-o-y basis, to Rs. 2,030 mn. The increase was driven by the robust growth of 7.2% shown by the Agri Biotech business. FY2015 revenue contribution from the Agri Biotech segment increased from 22.5% in FY2014 to 29.7%.

Camson Bio Technologies' 'Zero-Residue' biocides products continued to be the market leader in the fast growing organic agri space. Your Company continues to focus on technology and innovation with new product launches and innovative variants of existing products to make them more effective and efficient. This further enhances the Company's leading market position in the zero-residue biocides business. During FY2015, CBTL launched Calterm Super EPN, a product based on a new age technology against harmful nematodes.

Camson's focus on providing its customers with a wide range of products has resulted in the requirement of a strong marketing and distribution network. The Company currently has a network of over 3,100 dealers of which over 200 are Platinum dealers. CBTL continues its focus on adding Platinum dealers to its network and strives to build a flexible supply chain to ensure requisite delivery volumes in a timely and cost efficient manner.

Dividend:

The Company has a dividend policy that balances the dual objective of appropriately rewarding its shareholders and retaining capital to support future growth. In view of the rapidly ongoing growth activities, to further improve the capacity utilization and to consolidate the existing facilities, your Board has consciously and judiciously decided to retain profit for further growth requirements.

Share Capital:

During the year under review, the Company has issued 4,774,327 Equity Shares of Rs. 10/- each to various investors on a preferential basis by way of conversion of warrants. As of March 31, 2015, the outstanding, issued and paid-up equity shares stood at 29,999,840.

General Reserves:

The Company has not transferred any amount to the General Reserves. An amount of Rs. 3,08,23,295 is proposed to be retained in the statement of Profit & Loss.

Term Loan and Working Capital:

Standalone Basis: As of March 31, 2015, the Company had total debt of Rs. 366.0 mn, Cash and Cash Equivalents were Rs. 10.3 mn resulting in Net Debt of Rs. 355.7 mn. Total Debt consists of Rs. 49.4 mn of Long Term loans and Rs. 316.9 mn of Working Capital loans inclusive of current portion of long term loans maturing within 12 months of the balance sheet date and Interest accrued but not due on borrowings & security deposit. As of March 31, 2015, Camson had a conservative leverage profile with Total Debt / Net Worth ratio of 0.14x and Net Debt / EBITDA of 1.58x.

Consolidated Basis: As of March 31, 2015, the Company had total debt of Rs. 456.62 mn, Cash and Cash Equivalents were Rs. 14.6 mn resulting in Net Debt of Rs. 442.02 mn. Total Debt consists of Rs. 72.56 mn of Long Term loans and Rs. 384.06 mn of Working Capital loans inclusive of current portion of long term loans maturing within 12 months of the balance sheet date and Interest accrued but not due on borrowings & security deposit.

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

Fixed Deposits:

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

Particulars of Loans, Guarantees or Investments:

The loans or guarantees given by the Company covered under the provisions of Section 186 of the Companies Act, 2013 are annexed to this Report. The details of the investments made by Company are given in the notes to the financial statements. [Annexure A]

Dematerialization:

During the year, total number of outstanding shares increased by 4,774,327 to 29,999,840 as of March 31, 2015. During the year 6,300,053 shares of the Company were dematerialized. Around 78.74% of the shares of the Company have now been dematerialized as on March 31, 2015.

Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to facilitate trading of their shares and eliminate risks associated with physical shares. Members can contact the Company's Share Registrars and Transfer Agents for assistance in this regard.

Internal Control Systems and their Adequacy:

CBTL has an effective internal control and risk mitigation system, commensurate with the size, scale and complexity of its operations. The objective of the internal control system is to ensure that operations are conducted in adherence to the corporate policies, identify areas of improvement and ensure compliance with the applicable rules and regulations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman and Managing Director.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and makes suggestions to strengthen the same. 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 Internal Audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Company is in the process of further strengthening the Internal Control Systems by adopting Standard Operating Procedures (SOP) and by delegating roles & responsibilities to various Department heads for effective implementation of the same. This is to ensure that the Company conducts its business with highest standards of statutory, legal and regulatory compliance.

Corporate Social Responsibility (CSR):

Inclusive growth, social well being and a disease free society is at the heart of your Company's value system and an intrinsic part of our vision. These values have helped us empower communities and contribute significantly to the social development. Your Company believes that social empowerment and community development are the major business dynamics to influence the Company's growth and as such, as part of its CSR policy, the Company supports various initiatives to create a greener and safer world. As part of the CSR initiative, Camson has constituted a trust in the name of SARTHI (Sustainable Agricultural Rural Thrust Initiative) to undertake Corporate Social Responsibility activities.

In accordance with the section 135 of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee (the details of the same are exhibited in the Corporate Governance Report). The detailed CSR policy of the Company is uploaded on its website at http:// www.camsonbiotechnologies.com/investor/clause49compliances.htm

However, for the Financial Year 2014-15, the Company's Net Profit after tax on Standalone basis was Rs. 3.08 Crores and based on net worth and turnover criteria also, the Company was not warranted to spend any monies on CSR activities. [Annexure B]

Conservation of Energy:

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

The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. The nature of our manufacturing process is such that it does not have a significant ecological footprint and therefore, for the year, no specific investments were required to be made in further reducing the energy consumption. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

Technology Absorption:

The Company's products are manufactured using in-house know how and research facilities and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement of the quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal. The details of the same are annexed. [Annexure C]

The in-house developed 'Proprietary Technology Platform' and research facilities are augmented with latest operating systems, a large library of microbes & microbial cultures and scientific testing tools. Your Company places significant emphasis on creating and managing the Intellectual Property in the areas of biocides inputs, water soluble natural fertilizers and hybrid seeds. Additionally, the Company continues to identify and develop new technology in order to meet the expected future requirements.

Foreign Exchange Earnings and Outgo:

CBTL is making marketing efforts in selected countries and exploring new markets. The Company regularly participates in prestigious international exhibitions and conducts market surveys. During the year, CBTL spent Rs. 18,24,240/- (Rupees Eighteen Lakhs Twenty Four Thousand Two Hundred Forty Only) in foreign exchange towards Directors' travel expenses and earn Rs. 614,697.85/-(Rupees Six Lakhs Fourteen Thousand Six Hundred Ninety Seven and Eight Five Paise Only) in foreign exchange towards Sale of Products.

Human Resource and Industrial Relations:

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

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels and there has been no loss of production at any of the Company's R&D/manufacturing facility due to industrial unrest. Your Company strictly believes that maintaining cordial industrial relations is the key to progress of the firm, individuals, management, industry and nation.

Key Managerial Personnel:

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

Sl. No. Name of the person Designation

1. Dhirendra Kumar Managing director

2. Santosh Ramakrishna Nair CEO

3. Narendran Rabindranath CFO

4. Bhamidi Satya Krishna Sirish Company Secretary

Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Akbal Narayan Singh, Non Executive Director retires by rotation and, being eligible, offers himself for re appointment. The Board recommends Mr. Akbal Narayan Singh for re- appointment.

Mr. B.C. Madappa was re-appointed as an Independent Director at the Board Meeting held on February 12, 2015 for a term of one year ending on February 11, 2016, subject to Shareholders' approval. The Board proposes to elect him as an Independent Director for the next 5 years starting from February 12, 2016 to February 11, 2021.

Mr. Krishnaswamy Ramaswamy was re-appointed as an Independent Director at the Board Meeting held on February 12, 2015 for a term of one year ending on February 11, 2016, subject to Shareholders' approval. The Board proposes to elect him as an Independent Director for the next 5 years starting from February 12, 2016 to February 11, 2021.

Mr. Gulshan Kumar Khanna was re-appointed as an Independent Director at the Board Meeting held on February 12, 2015 for a term of one year ending on February 11, 2016, subject to Shareholders' approval. The Board proposes to elect him as an Independent Director for the next 5 years starting from February 12, 2016 to February 11, 2021.

Dr. Anurudh Kumar Singh was re-appointed as an Independent Director at the Board Meeting held on February 12, 2015 for a term of one year ending on February 11, 2016, subject to Shareholders' approval. The Board proposes to elect him as an Independent Director for the next 5 years starting from February 12, 2016 to February 11, 2021.

The Board proposes to induct Mr. Anil Nath as an Independent Director for a period of 5 years from the ensuing AGM, subject to Shareholders' approval.

Your Company had engaged the services of Mr. Santosh Nair, an independent professional with significant corporate management experience. He is currently engaged as the Chief Executive Officer of Camson. After considering various criteria and based on the recommendation from Nomination and Remuneration Committee, your Board recommends the induction of Mr. Santosh Nair into the Board and also as a Whole-time Director for a period of 5 years from the ensuing AGM, subject to the Shareholders' approval.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board for FY2015 will be carried out in FY2016 as per the comprehensive and structured questionnaire framed by Nomination & Remuneration committee. Your Board has initiated the process of performance evaluation of the Board and requisite criteria have been established. The criteria provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. Board evaluation plays an important role in further enhancing the governance standards of the Company and your Company keeps a closer view on the evaluation policy and its framework.

Remuneration Policy:

The Remuneration Policy of Camson is aimed to attract, retain, reward and motivate talented individuals critical for achieving the long term strategic goals of the Company. CBTL's policy is designed to reflect the performance and is aligned to the long term interest of the stakeholders. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of Employees:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to the employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Board Meetings:

A calendar of meetings is prepared and circulated in advance to the Directors.

During the year, 6 (Six) Board Meetings and 5 (Five) Audit Committee Meetings, 2 (Two) Compensation Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting and 1 (One) Share Transfer Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Declaration of Independence is obtained from all the Independent Directors as required under the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement for the year under review.

Training and Familiarization of Independent Directors:

The Company firmly believes in keeping the interest of its stakeholders at the forefront and thereby puts maximum effort to establish and maintain an effective Corporate Governance practice. The Company also believes that a Board, which is well informed and familiarized with the Company, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders' expectations.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programs at the time of their appointment as Directors. The induction is aimed at familiarizing the new Board members about the Company's strategy, products and offerings, operations and facilities, economic environment, human resource, finance and technology. Additionally, Directors are updated on a continuing basis on developments in the corporate and industry scenario including those pertaining to regulatory and economic environment, to enable them to take well informed and timely decisions.

The details of the familiarization programme may be accessed on the Company's corporate website at http://www.camsonbiotechnologies.com/investor/clause49compliances.htm

Statement on Declaration by Independent Directors:

Pursuant to the requirements of 'Criteria of Independence' as laid down under Section 49 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, all of the Independent Directors have given declarations that they meet such criteria of Independence.

In order to maintain transparency, your Company maintains an arm's length while dealing with its Independent Directors. No transaction was entered with Independent directors in the year which could have any material pecuniary relationship with them. Apart from sitting fee, no other remuneration was given to any of the Independent Directors.

Directors' Responsibility Statement:

In terms of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review.

iii) The Directors have 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 have 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.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Related Party Transactions:

All transactions entered with Related Parties for the year under review were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The details of related party transactions in the required format are annexed to this Report [Annexure D].

None of the Directors has any pecuniary relationship of transactions vis-à-vis the Company. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company at http://www.camsonbiotechnologies.com/investor/clause49compliances.htm .

Subsidiary Companies:

The Company has two subsidiaries namely Camson Agri-Ventures Private Limited (CAV) and Camson Agro Products Private Limited (CAP). The financial performance of the subsidiaries is annexed to this Report. Your Company continues to own two proprietorship concerns viz., Messrs Deccan Agro Exports and Messers Srushti Agro Exports based at Karad, Maharashtra; through CAP.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard 21 issued by the

Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries. The Company will make available copies of the subsidiary financials upon request by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

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

During the year, the Company filed an application for the Scheme of Arrangement (Demerger) of the seeds business to form a new entity, namely Camson Seeds Limited, with the Honorable High Court of Karnataka, pursuant to a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 and in compliance with the applicable SEBI Circulars / Listing Agreement with the Stock Exchanges.

The Hon'ble. High Court of Karnataka has sanctioned the scheme on 31st July 2015. The company will see the formal launch of a separate Seeds business entity.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in 'Zero Tolerance' against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as 'Code of Business Conduct' which has been posted on the Company's website at http://www.camsonbiotechnologies.com/investor/clause49compliances.htm

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with the stakeholders. The Code provides guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Directors on the Board and the Senior Management Personnel have confirmed compliances with the Code.

Vigil Mechanism or Whistle Blower Policy:

Pursuant to the requirement of section 177 (9) & (10) of the Companies Act, 2013, Camson has adopted a Vigil Mechanism, to deal with instances of fraud and mismanagement and which allows employees of the Company to raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or the society as a whole. In line with our corporate values, the Company is committed to the highest standards of Corporate Governance and stakeholder responsibility. Camson believes in achieving its business goals solely through means that are ethical, transparent and accountable, and this principle forms the basis of our strong Vigil Mechanism.

The Vigil Mechanism or the Whistle Blower Policy has been uploaded on the website of the Company at http://www.camsonbiotechnologies.com/investor/clause49compliances.htm

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

All the Directors and the designated employees have confirmed compliance with the Code. The Policy on 'Insider Trading and Code of Practices' is uploaded on the website of the Company at http://www.camsonbiotechnologies.com/investor/clause49compliances.htm

Auditor's Report for the Year Ended FY2015:

The observations made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Statutory Auditors:

The Statutory Auditors B.K. Khare & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.]

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Camson has appointed Mr. Vijayakrishna K.T, a Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith [Annexure E].

Explanations by the Board on the comments of Secretarial Auditors:

Sl. No. Qualifications made by Secretarial Auditor Explanations by the Board

The Company will ensure inclusion 1. Meeting place and time of commencement were Meeting place and time of not mentioned in the Minutes. commencement in the Minutes.

2. Meetings were conducted with video Recordings were done. However, conference facility but the record of the video due to certain technical issues, the conference not maintained by the Company. recordings were erased. Steps have been taken to protect the same.

The Company has advanced monies 3. There is one instance of non compliance under to its Subsidiaries to promote the Section 185 of the Companies Act, 2013. business. Though the Company has advanced to newly incorporated Subsidiary. 4. There is one instance of non compliance of The Company requires agricultural Section 188 of the Companies Act, 2013 during land and Karnataka owning the year. agricultural land by Corporate is not permitted as per law. Hence, the Company entered into arrangement with one of the Director who owns agricultural land and at arm's length, the agricultural land is being used for the agri related business of the Company. The Company has taken steps to take the approval of Shareholders.

5. Separate Sexual Harassment Committee does The Company will ensure inclusion of not include one external person as member. one external person as member.

Cost Auditors

The Board has appointed Messrs Murthy & Co., LLP as the Cost auditor for the Financial Year 2015-16. The Ministry of Corporate Affairs has vide Gazette Notification GSR 01(E) dated 31st December, 2014 has mandated Cost Audit for both Regulated Sectors and Non-Regulated Sectors. The Company being a non-regulated industry is not coming under cost audit as the CETA code is not covered under the purview of Cost Audit. Though cost audit is not applicable for the Company, your Company has voluntarily taken the initiative to audit the cost records of the Company.

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

Business Risk Management:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee, aimed at identification, assessment, monitoring and mitigation of risk and also capturing lessons learnt for future reference. The Company has in place active mechanism to periodically review the risk assessment and minimization procedures and inform the Board Members, in case any risk is foreseen.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards' Report. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during FY2015:

- No of complaints received : NIL

- No of complaints disposed off : NIL

Significant and Material Orders Passed by the Regulators or Courts

The Honourable High Court of Karnataka has granted approval for the demerger scheme of the seeds division on 31st July 2015. This will pave way for the growth of the Seeds Division as a separate business entity.

Extract of Annual Return:

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form of MGT-9 is annexed herewith as [Annexure F].

Corporate Governance and Management Discussion & Analysis Reports:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from a practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

Employee Stock Option Scheme:

Based on the approval accorded by the Shareholders, in principle approval for the Employee Stock Option Scheme - Employee Stock Option Plan 2012 of Camson Bio Technologies Limited exercisable into not more than 14,99,990 options has been obtained by the Company from the Stock Exchanges. The options are vested in the eligible employees as per the scheme with effect from February 12, 2016. Options are granted on February 12, 2015. There shall be a minimum gap of one year between date of grant and first vesting.

The Company implemented the Employee Stock Option Scheme in accordance with the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. The Compensation Committee has been constituted in accordance with the SEBI Guidelines and administers and monitors the ESOP Scheme. The applicable disclosures as stipulated under SEBI Guidelines as at 31st March, 2015 are given hereunder: -

(i) Options Granted: 14,99,990 on February 12, 2015

(ii) The Pricing Formula: Market Price of the Shares on the date of grant discounted by such rate as decided by the Board in consultation with Compensation Committee. (Previous day's Closing price was taken i.e., Closing Market Price of the Shares on February 11, 2015 was Rs.109.50/-)

(iii) Exercise price: Rs.109 per Option

(iv) Options vested: Nil

(v) Options exercised: Nil

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

(vii) Options lapsed: Nil

(viii) Variation of terms of options: NA

(ix) Money realized by exercise of options: Nil

(x) Total number of options in force: 14,99,990

(xi) Employee wise details of options granted to: -

(a) Senior managerial personnel

(a.1) Chief Executive Officer: 2,99,998

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

(c) Identified employees who were granted option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: 2,99,998. Options equal to 1% of the Issued and Paid up capital were granted on February 12, 2015 to Chief Executive Officer, Mr. Santosh Nair.

(xii) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with [Accounting Standard (AS) 20 'Earnings Per Share']: NA

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

Intrinsic Value of the Options = Market Price – Exercise Price

= Rs. 109.50 – Rs. 109

= 0.50 Paise

Fair value of the Options calculated as per Black-Scholes Option Pricing Model with Dividends is Rs.40.83/-.

Assuming one third of the options granted on February 12, 2015 (4,99,997) are fully exercised before the expiry of expected life of options (2 Years from the date of grant), the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be as under: -

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

= No. of Options * Intrinsic Value = 4,99,997 * 0.50 Paise = Rs. 2,49,999/-

(ii). Employee Compensation cost as per Fair Value Method

= No. of Options * Difference between Exercise Price and Fair value = 4,99,997 * (109. – 40.83) = 4,99,997 * 68.17 = 3,40,84,795

(iii). Difference in Employee Compensation cost

= (Employee Compensation Cost as per Fair Value Method) – (Employee Compensation Cost as per Intrinsic Value Method)

= (3,40,84,795) – (2,49,999)

= 3,38,34,796

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

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

Acknowledgements:

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

For & On behalf of Board of Directors

Place: Bangalore Sd/-

Date: 12th August, 2015 Dhirendra Kumar

Chairman & Managing Director

DIN: 00301372


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present before you the Twentieth (20th) Annual Report of the Company, together with the Audited Statement of Accounts and Auditors Report for the financial year ended 31st March, 2014.As notified by MCA Circular No. 1/19/2013-CL-V dated 04.04.2014, the Company has followed the Companies Act, 1956, in respect of the report.

1, Financial Results

(Rs. In Lakhs)

Particulares 2013-2014 2012 2013

Revenue

Gross Income 19142.48 13634.45

Profit before Interest, Tax & Depreciation 2167.96 2969.99

Deductions

Interest 387.59 201.09

Depreciation 51 1.37 335.38

Profit Before Tax 1269.00 2433.52

Provision for Tax -47.90 55.70

Profit for the Year 1316.90 2377.81

Add: Balance brought forward from previous year 7002.55 4861.85

Surplus available for appropriations 8320.34 7212.65

Appropriations:

Proposed Final dividend 252.26 181.30

Tax on Dividend 42.87 28.79

Transfer to General Reserves

Balance Transferred to Balance Sheet 8025.21 7002.55

*The above mentioned figures are on consolidated basis

2. Appropriation of Profits:

Your Company''s dividend policy is based on the need to balance the twin objectives of appropriately rewarding the Shareholders with dividend and conserving resources to meet the Company''s investment needs. Considering the performance of your Company for the year under review, the ongoing expansion programs and other related aspects, your Directors recommend a Dividend of Re. 1/- (10 per cent of the Face value) per Equity Share for the financial year ended 31st March, 2014, involving an outgo of Rs. 2,52,25,513/and Corporate Dividend Tax payable thereon amounting to Rs. 42,87,076/-.

3. Review Of Operations:

During the year under review, the Company has improved the top line to Rs. 1,90,89,16,147/- from Rs. 1,36,04,13,525/- of the previous financial year on a consolidated basis. This was achieved despite of poor monsoons in the interior areas in many parts of the country. The net profit ( including minority interest) for the year under review is Rs. 13,17,78,278/- as against Rs. 23,50,79,594/- during the previous financial year on a consolidated basis. Your Directors are on a continuous look-out for opportunities for future growth of the Company.

4. Directors:

Mr.Veerendra Kumar Singh, Director, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re- appointment.

5. Audit Committee:

The Audit Committee of the Board of Directors constituted as per Section 292A of the Companies Act, 1956(Section 177 of Companies Act, 2013), read with Clause 49 of the Listing Agreement continued to discharge its functions during the year under report.

6. Directors'' Responsibility Statement;

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 (section 134(5) of the Companies Act, 2013), in relation to the financial statements for the year 2013-14, the Board of Directors of the Company confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

b) The selected Accounting Policies were applied consistently and the Directors 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, as at 31st March, 2014 and of the profits of the Company for the year ended on that date.

7. Management Discussion And Analysis Report:

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is furnished.

8. Auditors:

Messrs. B.K Khare & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility, as per Section 139 of the Companies Act, 2013, and their willingness to accept the office, if they are reappointed.

9. Audit Report:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

10. Cash Flow Analysis:

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement Proper and sufficient care has been taken for the maintenance of adequate accounting records, 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.

The Annual Accounts have been prepared on a "going concern" basis.

11. Business and Outlook For Future:

Your Company with its wide range of bio-agri products is meeting the strong demand for bio-agri product. Camson would soon become the first Company to offer 100% organic alternative to chemicals by launching a new range of 100% bioavailable and water soluble fertilizer replacing chemical fertilizer. This revolutionary water soluble product would be fully absorbed by plants and is therefore eco-friendly. In addition to this, your Company is actively looking at associating with NGOs working with fanner communities for the same.

12. Awards and Recognition:

Your Company has been felicitated with several awards in FY 2013-14. In 2014, Camson has been awarded the prestigious "ET NOW - India Mart Leaders of Tomorrow Award for 2013 in the ''Food & Agri Products'' category. The award, given in recognition of revolutionary entrepreneurs, is testament to Camson''s dedication to India''s agricultural growth and sustainability. Among a competition of 1 lakh, Your Company has been chosen for our path-breaking technology and unique products.

In 2013, your Company was awarded among the top 100 innovative mid-sized Indian Company by First Inc., India. We were also awarded the Indira Gandhi Excellence Award by Indian Solidarity Council. Camson ranked 158 among the top 500 India''s fastest growing mid-sized Companies.

13. Internal Control Systems:

Your Company has initiated certain development in its internal systems and processes and continues to upgrade the same. The same are being audited periodically by Messrs Murugendrappa & Co., an Independent firm of Chartered Accountants. The Auditors are presented with access to internal systems and records to independently evaluate the adequacy of internal systems and controls.

14. Environmental Regulation:

Though the Company''s products and operations are eco-friendly, it has been complying with the Governmental and Statutory Regulations in force relating to Environment, Safety and Health. The Pollution Control Board parameters, as defined by the Sate Pollution Control Board, are being adhered to.

15. Statement of Employees:

The Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, form part of the Annual Report. However, in terms of Section 219(1) (B) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure and any shareholder interested in obtaining the said annexure may write to the Company Secretary at the Corporate Office of the Company and the required information will be sent to the concerned shareholder.

16. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 217(1) (e) of the Companies Act, 1956 (Section 134 (3) (m), of Companies Act, 2013) in respect of conservation of energy and technology absorption have been furnished under the annexure 2 to the report. Further during the year under review, the Company has neither earned nor used any foreign exchange.

17. Industrial Relations:

As in the past, since inception, your Company continued to have very amiable relationship with all the employees throughout the year.

There was no complaint lodged by any woman employee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, with the Company during the period underreport,

18. Fixed Deposits:

During the year under review, your Company has not accepted any Fixed Deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

19. Insurance:

All the assets of the company are adequately insured and safeguarded.

20. Corporate Governance:

Your Company perceives Corporate Governance as an endeavor for transparency and a whole-hearted approach towards establishing Professional Management, aimed at continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement. Separate reports on Corporate Governance, along with Practicing Company Secretary''s Certificate on compliance with the Corporate Governance norms (Annexure 1), as stipulated in Clause 49 of the Listing Agreement and a note on Management Discussion and Analysis, forming part of this report, are provided, elsewhere, in this Annual Report.

21. Listing:

Your Company''s shares are listed with Bangalore Stock Exchange (BgSE), whereas pursuant to SEBI circular, CIR/MRD/DSA/14/2012 dated May 30, 2012, BgSE has surrendered their recognition voluntarily. Your Company has applied for Direct Listing with Bombay Stock Exchange (BSE).

22. Acknowledgement;

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, banks, financial institutions, auditors and society at large.

Your Board of Directors wishes to thank the Company''s bankers-HDFC Bank, Axis Bank, Corporation Bank, State Bank of India, Bank of Baroda, and IDBI Bank.

Your Company would like to thank the Government of India and the other State Governments who have extended their valuable support.

Your Directors also appreciate the commitment and dedication of all the employees across all levels in contributing to the Company''s growth and success.

CAUTIONARY STATEMENT

The statement made in this section describes the Company''s objectives, projections, expectations and estimations which may be forward looking statements'' within the meaning of applicable securities laws and regulations.

The annual results can differ materially from those expressed or implied, depending on the economic and climatic conditions, government policies and other factors which are beyond the control of the Company.

Sd/- Sd/- Place:Bangaloe A.N.Singh Dhirendra Kumar Date:13th August 2014 Director Managing Director (DIN-00296396) (DIN-00301372)


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present before you the Nineteenth (19th) Annual Report of the Company, together with the Audited Statement of Accounts and Auditors Report for the financial year ended 31st March 2013.

1. Financial Results: (in Rs.Lakhs)

Particulars 2012-2013 2011-2012

Revenue

Gross Income 11991.11 11273.27

Profit before Interest & Depreciation 2847.25 2244.51

Deductions

Interest 201.09 36.19

Depreciation 335.38 163.65

Profit Before Tax 2310.78 2044.68

Provision for Tax 10.16 (-) 27.55

Profit for the Year 2300.62 2072.23

Add: Balance brought forward from previous year 4861.85 3000.41

Surplus available for appropriations 7162.47 5072.64

Appropriations:

Proposed Final dividend 181.30 181.30

Tax on Dividend 28.79 29.49

Transfer to General Reserves - -

Balance Transferred to Balance Sheet 6952.37 4861.85



2. Appropriation Of Profits:

Your Company''s dividend policy is based on the need to balance the twin objectives of appropriately rewarding the Shareholders with dividend and conserving resources to meet the Company''s investment needs. Considering the performance of your Company for the year under review, the ongoing expansion programs and other related aspects, your Directors recommend a Dividend at 10 per cent (Rs. 1/- per share) on the Equity Shares for the financial year ended on 31st March 2013, involving an outgo of * 1,81,30,000/- and Corporate Dividend Tax payable thereon amounting to Rs.28,79,146/-.

3. Review Of Operations:

During the year under review, the Company has improved the topline to Rs. 1,19,60,80,118/- from Rs. 1,12,23,90,210/- of the previous financial year. This was achieved despite of poor monsoons in the interior areas in many parts of the country. The net profit for the year under review is Rs.23,00,61,527/- as against Rs. 20,72,22,850/- during the previous financial year. Your Directors are on a continuous look-out for opportunities for future growth of the Company.

4. Expansion Program:

Your Company promoted a subsidiary -Camson Agri-Ventures Private Limited to focus on its vision statement to provide safe and healthy food to create a healthy society. The subsidiary would take up the fallow land on joint development with the owners and would use its inputs of biopesticides, biofertilisers and hybrid seeds to grow Zero Residue® produce. The Company intends to market the same under its "Fresh & Safe" brand and position in various retail chains of the country and overseas. This will ensure consumption of Company''s inputs as well as providing Zero Residue® products to the consumers.

Your Company aims to create awareness amongst the masses and the consumers on the importance of Zero Residue® products, importance of environment friendly processes of cultivation and in turn a healthy and natural method of production and hence has been advocating the mantra of Zero Residue® farming. During the year, the Company has aimed at restricting the migration from rural areas to the cities such that even a small part of land is used for productive farming and self-sustenance. With this view in mind, it has formed a subsidiary called Camson Agri-Ventures Private Limited to concentrate on the premise of using fallow land for cultivation. The subsidiary is so modeled as to provide expertise, bring in raw materials, technology and inputs to improve the land and share the output and profit with the owner as per a pre- determined agreement. Surveys show that there are over five million hectares of land that can be brought under cultivation. The venture has already tied up with various agencies for cultivation for about 1000 acres and aims to bring about 20,000 acres under this scope in the near future. Stakeholders see a huge potential in Camson''s expansion, mainly because they are technology-driven and are not capital- intensive. The dream is in place, and all efforts now need to be directed towards scaling up and the execution process.

Even the smaller farmers are exuding immense confidence in the Company, partly attributed to the Company''s tie-up with HDFC Bank to make eligible nearly 3,000 dealers of the Company across the country to become business correspondents of the Bank.

The Company has fully operationalised its upgraded Research and Development Building in Dodaballapur with state-of-the-art technology which is attracting a lot of potential towards higher pinnacles of success. The Company has initiated implementation of EPN Technology which provides an organic cost-effective solution for the menace of root grubs, nematodes, termites etc, affecting millions of crops.

5. Finance and Investment:

The Company has received proposals for investment from strategic investors and is looking forward to avail such opportunities. The Company has been successfully managing short-term liquidities to generate reasonable returns.

6. Directors:

Mr. Krishnaswamy Ramaswamy and Dr. Anurudh Kumar Singh, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointments.

7. Audit Committee:

The Audit Committee of the Board of Directors constituted as per Section 292A of the Companies Act, 1956, read with Clause 49 of the Listing Agreement continued to discharge its functions during the year under report.

8. Directors'' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, in relation to the financial statement for the year 2012-13, the Board of Directors of the Company confirm that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

2. The selected Accounting Policies were applied consistently and the Directors 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, as at 31st March, 2013 and of the profits of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records, 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.

4. The Annual Accounts have been prepared on a „going concern'' basis.

9. Management Discussion And Analysis Report:

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is furnished as Annexure - A to this Report

10. Auditors:

Messrs. Ishwar & Gopal, Chartered Accountants, will retire at the ensuing Annual General meeting of the Company and do not offer themselves for re-appointment. Based on the recommendation of a Shareholder and the Audit Committee, the Board recommends the appointment of Messrs B. K Khare & Co., Chartered Accountants as Auditors for the Fiscal Year 2013-14.

The Company is really grateful to M/s Ishwar & Gopal for their services and counsel rendered.

11. Audit Report:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

12. Cash Flow Analysis:

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges is annexed hereto.

13. Business and Outlook For Future:

Your Company enjoys a unique position in the country due its proprietary product platform. Gradually farmers as well as masses have started acknowledging the goodness and affectivity of the products of the Company. More and more expert farmers have started relying on your Company''s unique products due to its Zero Residue® position. All products of your Company are tested for their efficacy and toxicity before being launched in the market. The products undergo various geo-climatic tests under different conditions, environments, etc. before being presented to the farmers of the country.

Camson is a leading agricultural biotechnology Company and is being termed as one of the fastest growing companies in agri-life sciences field with an excellent speedy track record of growth.

Your Company combines traditional knowledge in agriculture with the latest advances in safety and protection, to market a wide range of products. These include bio-pesticides, bio-fertilizers and hybrid seeds that are non-poisonous, eco-friendly and residue-free.

With more than 200 permanent employees and more than 40 Scientists working at laboratories located in Karnataka, Uttar Pradesh, and Andhra Pradesh Camson is geared up to move ahead with its philosophy of providing safe food, primarily through environment-friendly products such as bio-pesticides, bio-fertilizers and hybrid seeds. From discovery to development, Camson has the defining science and multi-product manufacturing capabilities to bring innovative biotechnologies to farmers.

Currently, it has 22 products in the biocides space and many more innovative products in the pipeline. Camson is also developing new products for bio-fertilizers as well as seeds.

Your Company has already carved a niche for itself because of various unique products that the Company has brought into the market with its own technology. At heart, Camson is a true Indian Company as all its products are produced in India with all the research related activities also carried out here.

The country is facing an acute shortage of chemical fertilizers, so there is a huge potential and the Company is looking at capturing the markets with its bio-fertilizers. The Company is also looking at creating awareness amongst the farmers for its products. Your Company is also developing a concentrated powder form of bio-pesticides. This will reduce the packaging costs and make it more convenient for the farmers to use them.

Camson has a steady eye on exports and is looking at joining hands with strategic investors for opportunities abroad. Your Company is in receipt of proposals from strategic global investors and has looked at considering the same in the next few months.

14. Research And Development:

Camson''s strong focus on in''house research capabilities has resulted in a successful portfolio of products over the years. Camson''s research can be broadly divided into 3 major segments: biopesticides, bio- fertilizers and hybrid seeds. Camson''s intensive research programs in these areas have helped it build a wide-ranging product portfolio including 22 bio-pesticides, 7 bio-fertilizers and over 45 hybrid seed varieties.

The upgradation of Research and Development Building has been completed and the Company views this as a further acceleration in its steady growth. The Company has opened two units in Hyderabad mainly for screening, trials & multiplication along with Rice breeding programme.

Your Company has launched 4 new hybrids in chillies produced through Crop Growth Monitoring System (CGMS) technology viz. Bhagirathi, Savitri, Tarini, and Tapti, Tapti being the hottest chilly with 1,30,000 Scoville Heat Units (SHU), two chilly hybrids for dry / color purpose – Umaa & Tawi, Tawi with highest color value of 137.4 ASTA (American Spice Trade Association) units. Your Company has also launched two capsicum hybrids – Pamba & Palar wherein Palar is a button capsicum – a first-of-its-kind in the world.

15. Awards And Recognition:

Your Company has gained place amongst India''s top 500 fastest growing mid-sized companies as awarded by Inc. 500. Your Company is currently undergoing the process of certification of all its inputs of Bio- pesticides & Biofertilisers for organic cultivation as per the NPOP (National Program for Organic Production) standards. This is being done with a Govt. approved certifying authority and as per the NPOP standards of organic cultivation.

16. ISO Registration:

Your Company enjoys the unique distinction of all its activities, viz. proprietary research, production and marketing of seeds and agricultural biotech products being covered by the quality certification standards prescribed by the International Certification Registrar Ltd.

Your Company continues to comply with the rules and conditions, relating to certification, as laid down by the International Certification Registrar Ltd., in respect of the Quality Management Systems prescribed under ISO 9001:2008. The scope of the certification covers research, manufacturing and marketing of seeds and agricultural biotech products.

17. Internal Control Systems:

Your Company has initiated certain development in its internal systems and processes and continues to upgrade the same. The same are being audited periodically by Messrs Murugendrappa & Co., an Independent firm of Chartered Accountants. The Auditors are presented with access to internal systems and records to independently evaluate the adequacy of internal systems and controls.

18. Patents And Trademarks:

The Company had filed four patent applications in the previous year. The Company has filed four trademark applications.

19. Environmental Regulation:

Though the Company''s products and operations are eco-friendly, it has been complying with the Governmental and Statutory Regulations in force relating to Environment, Safety and Health. The Pollution Control Board parameters, as defined by the Sate Pollution Control Board, are being adhered to.

20. Fixed Deposits:

During the year under review, your Company has not accepted any Fixed Deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

21. Human Resource and Industrial Relations:

Your Company has recruited other industry-specific professionals to meet the current and future needs of the organisation. Subsequently, based on the sales projections and demands, we have recruited manpower which culminates to a total count of over 200 as of March 2013.

Your Company has initiated the process of implementing HRIS (Human Resource Information System) software which would have an employee interface to improve efficiency of employees'' data for two-way communication and to provide real-time access to employees. Various learning sessions at all levels through classroom and outbound trainings to spruce up the skill-sets of the employees have been conducted. Also, there has been a constant endeavor to facilitate self- development and growth, with the intention to increase the employee motivation and productivity and reduce attrition.

Your Company has laid down HR policies and best practices to encourage employees to adhere to processes and to contribute to the society accordingly through various CSR initiatives.

22. Statement of Employees:

The Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, form part of the Annual Report. However, in terms of Section 219 (1) (B) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure and any shareholder interested in obtaining the said annexure may write to the Company Secretary at the Corporate Office of the Company and the required information will be sent to the concerned shareholder.

23. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 217(1) (e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have been furnished under the annexure 2 to the report.

Further during the year under review, the Company has neither earned nor used any foreign exchange.

24. Industrial Relations:

As in the past, since inception, your Company continued to have very amiable relationship with all the employees throughout the year.

25. Insurance:

All the assets of the company are adequately insured and safeguarded.

26. Corporate Governance:

Your Company perceives Corporate Governance as an endeavour for transparency and a whole-hearted approach towards establishing Professional Management, aimed at continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement. Separate reports on Corporate Governance, along with Practicing Company Secretary''s Certificate on compliance with the Corporate Governance norms (Annexure 1), as stipulated in Clause 49 of the Listing Agreement and a note on Management Discussion and Analysis, forming part of this report, are provided, elsewhere, in this Annual Report.

27. Listing:

The Equity Shares of your Company continue to be listed on Bangalore Stock Exchange Limited (BgSE). The Equity Shares of the Company are also traded on the Bombay Stock Exchange Limited (BSE) Limited in their BSE INDONEXT trading platform. There is no default in payment of annual listing fees.

28. Dematerialisation of Shares:

It may be noted that the entire paid up equity share capital of the Company (except 3% of shares) are held in dematerialised form as on 31st March 2013.

29. Acknowledgement:

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, banks, financial institutions, auditors and society at large.

Your Board of Director wishes to thank the Company''s bankers-HDFC Bank, Axis Bank, Corporation Bank, State Bank of India, Bank of Baroda, and IDBI Bank.

Your Company would like to thank the Government of India and the other State Governments who have extended their valuable support.

Your Directors also appreciate the commitment and dedication of all the employees across all levels in contributing to the Company''s growth and success.

CAUTIONARY STATEMENT

The statement made in this section describes the Company''s objectives, projections, expectations and estimations which may be Rs.forward looking statements'' within the meaning of applicable securities laws and regulations.

The annual results can differ materially from those expressed or implied, depending on the economic and climatic conditions, government policies and other factors which are beyond the control of the Company



Sd/- Place: Bangalore Vijayakrishna KT

Date: 28.08.2012 Practicing Company Secretary

FCS - 1788: CP - 980


Mar 31, 2012

The Company's Directors are pleased to present before you the Eighteenth (18th) Annual Report of the Company, along with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

1. Financial Results (Rs in Lakhs)

Particulars 2011-2012 2010-2011

Revenue

Gross Income 11273.27 9968.04

Profit before Interest & Depreciation 2236.74 2342.94

Deductions

Interest 28.42 11.86

Depreciation 163.64 92.15

Profit Before Tax 2044.68 2238.93

Provision for Tax (27.55) 37.87

Profit for the Year 2072.33 2201.06

Add: Balance brought forward from previous 3000.41 3009.44 Year

Surplus Available for Appropriations 5072.64 5210.50

Appropriations:

Proposed Final Dividend 181.30 181.30

Tax on Dividend 29.49 28.79

Transfer to General Reserve - 2000

Balance Transferred to Balance Sheet 4861.85 3000.41

2. Appropriation of Profits:

Dividend:

Your Company's dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with cash dividend and of conserving resources to meet the Company's investment needs. Considering the performance of your Company, for the year under review and other related aspects, your Directors wish to recommend a Dividend at 10 Percent (Rs. 1/- per share) on the Equity Shares for the financial year ended on March 31, 2012, involving an outgo of Rs.1,81,30,000/- crores and Corporate Dividend Tax payable thereon amounting to Rs.29,49,174/-

3. Review of Operations:

During the financial year under review your Company posted a healthy improvement in the topline to Rs.112.73 crores from Rs.99.68 crores in the previous year, a jump of 13.09 percent. The Company operates in two segments, Seeds and Agri biotech products, with the first being the major contributor to the topline growth. At the bottom-line, the Company posted a net profit of Rs.20.72 crores, close to last year, in spite of increase in expenses during the year. The Company's profits would have been higher had it not been for the floods in its two major markets, Eastern UP and Bihar in the first half of the year. All this was achieved despite the problems faced by the Company during the year.

The Directors also wish to inform you that your Company is striving hard to increase its market share in the agriculture sector, and for this, various initiatives have been taken by the Company. The 'Zero Residue' products have been met with success among our customers and we believe that the future of the agriculture industry lies in this segment.

Overall, it was a year of learning, innovation and new products launches and we believe that the future lies in the hands of the person who dreams and dares to follow his vision.

4. Expansion Program:

Your Company understands the importance of growth and how critical it is for the future success of the Company. And keeping this in mind, it decided to set up a state of the art R&D facility at Doddaballapur.

We would like to inform you that the construction of this facility is happening at a satisfactory pace and is almost nearing completion.

This is expected to bolster the Company earnings on completion and also play an important role in revamping the agricultural landscape in India as well as in the global markets through its products.

All these projects undertaken by your Company are very much in line with the mission and vision of the Company.

Your Company visualizes a healthy and disease free society by providing safe food and this is possible only with the removal of chemical pesticides from plants and other agricultural products. In fact, it is the intention of your company to become a world class manufacture of biotechnology products which are effective, non-poisonous, eco-friendly, zero-residue and cost effective with the use of the state of the art technology.

Going ahead, your Company will continue to be committed to producing high quality products by adopting latest technologies that will help improve the overall quality of the end product.

5. Finance and Investment:

Your Company funds long term and project related financing requirements with a combination of internally generated cash flow and external sources. During the year, your Company has availed working capital facilities from HDFC Bank to augment its working capital requirements.

Your Company has strengthened the net worth, through retention of earnings to the extent possible. Prudent financial management helped to maintain a conservative financial profile even while pursuing aggressive business growth strategies. Your Company actively managed the short term liquidity to generate reasonable returns.

6. Directors:

Mr. A. N. Singh and Mr. Gulshan Kumar Khanna retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re- appointments.

7. Audit Committee:

The Audit Committee of the Board of Directors constituted as per Section 292A of the Companies Act, 1956, read with clause 49 of the listing agreement continued to discharge its functions during the year under report.

8. Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, in relation to the financial statement for the year 2011-12, the Board of Directors of the Company confirms that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

(ii) the selected Accounting Policies were applied consistently and the Directors 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, as at 31st March, 2012 and of the profits of the Company for the year ended on that date.

(ii) proper and sufficient care has been taken, for the maintenance of adequate accounting records, 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.

(v) the Annual Accounts have been prepared on a 'going concern' basis.

9. Management Discussion and Analysis Report

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is furnished as Annexure - A to this Report.

10. Auditors and Audit Report:

Messrs Ishwar & Gopal the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility, as per Section 224(1B) of the Companies Act, 1956, and their willingness to accept the office, if they are reappointed.

11. Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges is annexed hereto.

12. Business and Outlook for future:

Your Company is a multi-product manufacturing and marketing Company having customers spread across the country. Your Board's goal is to make your Company one of the most innovative companies in the world and to achieve breakthrough growth, in revenue and profit, by creating and implementing sustainable solutions.

Growth rate of your Company can be considered consistent and stable given the vagaries of nature. The growth achieved, with some ups and downs, was consequent to adoption of the strategy of enhancing the product basket of its Biocides range as well as Hybrid seeds range, through continuous product development, process up-gradation and business development support. The strategies set in motion by your Company to meet this approach, have enabled the Company to consolidate its domestic market share.

The overall consistent performance and growth is the consequence of a combination of factors, like-

- The Research and Development team applying its strong knowledge base led to innovations in developing new products and enhancing the quality of manufacturing process at reduced costs.

- Optimization of Production capabilities of the Company with quality certifications from Governmental and reputed Organizations, which are mandatory and critical for ensuring food safety and quality standards.

- The development of strong customer relationships and long term supply chain contracts along with the constant attention towards consistency in quality and good customer service.

The outreach of your Company in almost all major markets, ability to read market trends, a large product basket, well organized production infrastructure with necessary approvals in place, coupled with a reservoir of skills amongst scientists and technical staff makes it a powerhouse of opportunities.

The Company has the strategies and strength to play a larger role in all its addressable markets.

13. Research and Development:

Your Company continues to invest 14.62% of revenues in research. Your Company wishes to increase the speed of creating new products through the use of modern technology. The Research and Development team of your Company is continuously working in innovating the product range as also adding on new products to enhance the market potentiality of the Company's products. While the team is dedicated to improve the quality of the existing products at the same time, it keeps in mind that a reduction in the cost will make your Company's product cost-effective thereby benefiting both the Company and the consumer.

14. Awards and Recognition:

Your Company continues to hold the following certificates:

Recognized as one of the fastest growing technology Companies in the "Technology Fast50 India 2010" program conducted by Deloitte Touche Tohmatsu, Asia Pacific

Recognition of in-house R & D unit, by Government of India, Ministry of Science and Technology, Council of Scientific and Industrial Research.

Your Company has been awarded with the GREEN COMPANY OF THE YEAR award, conducted by Yes Bank in association with Business Today.

Registered Merchant Exporter under APEDA Organic Certification by USOCA, Dehradun

Membership with Association of Biotechnology Led Enterprises (ABLE).

Camson included in Forbes list of best 200 companies under a billion in Asia. Camson is one of the 35 Indian companies to be selected.

Camson awarded Certificate of excellence by Inc.India as recognition for exemplary growth.

IndiaMART which is India's largest online marketplace has awarded your Company as the "leaders of Tomorrow".

15. ISO Registration:

Your Company enjoys the unique distinction of all its activities, viz proprietary research production and marketing of seeds and agricultural biotech products, being covered by the quality certification standards prescribed by the International Certification Registrar Ltd.

Your Company continues to comply with the rules and conditions, relating to certification, as laid down by the International Certification Registrar Ltd., in respect of the Quality Management Systems prescribed under ISO 9001:2008.The scope of the certification covers research, manufacturing and marketing of seeds and agricultural bio tech products.

16. Internal Control Systems:

Your Company's internal control system comprises audit and compliance by an eminent audit firm by name Messrs Murugendrappa & Co. They are provided unhindered access to all records and System, as also encouraged having a healthy interaction with all levels of staff. The Internal Auditors, independently, evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by the direct reporting to the Audit Committee of the Board.

17. Patents:

The action initiated by your Company to obtain product patents, have finally resulted in the filing of seven applications of which complete specification has already been filed for Four applications. The initiatives taken by the Company to file product patents is likely to bear fruit soon. All the associated formalities have been attended to. Efforts are also on to file additional product patents, in this year.

18. Environmental Regulation:

Though your Company's products and operations do not cause pollution, in any manner, to the environment, it has been complying with the Governmental and Statutory Regulations in force relating to Environment, Safety and Health. The Pollution Control Board parameters, as defined by the Sate Pollution Control Board, were totally adhered to. The Company has obtained No-Objection Certificate for its Doddaballapur Unit which is valid for a period of 10 years.

19. Fixed Deposits:

During the year under review, your Company has not accepted any Fixed Deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

20. Human Resource and Industrial Relations: Strategic Recruitments:

Your Company, during the year, inducted Mr. Santosh Nair, as Chief Executive Officer (CEO). Mr. Nair holds an MBA degree and has vast experience in Banking Industry. Mr. Nair has worked in many spheres of the corporate industry including Sales & Marketing, Dealer Networks, Enhanced credit evaluation of existing Dealers, Induction of Appropriate Marketing Team Structure to name a few. Management including Sales & Marketing, Dealer Networks, Enhanced credit evaluation of existing Dealers, Induction of Appropriate Marketing Team Structure to name a few.

Mr. Nair brings with him wide exposure in Sales and Marketing apart from specific Management skills which could be best utilized for enhancement of various skill level of employees in the organization.

Your Company constantly facilitates and encourages its employees, at all levels, to enhance their knowledge and skills and regularly seeks to inculcate within its employees, a strong sense of ethics and social responsibility. It also affords ample opportunities for interaction, providing access to various portals.

During the year under review, the relations with the employees, at all levels, remained cordial. Your Company had total staff strength of 160 as on 31st March, 2012.

21. Statement of Employees:

The Information as per Section 217(2a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, form part of the Annual Report. However, in terms of Section 219 (1)(B) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure and any shareholder interested in obtaining the said annexure may write to the Company Secretary, at the Corporate Office of the Company and the required information will be sent to the concerned shareholder.

22. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

The particulars, as prescribed under Clause(e) of sub section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors' Report, forming part of the complete and full Annual Report of 2011-12.

23. Industrial Relations:

As in the past, since inception, your Company continued to have very cordial relationship with all the employees throughout the year.

24. Insurance:

All the assets of your Company are adequately insured and safeguarded.

25. Corporate Governance:

Your Company perceives Corporate Governance as an endeavor for transparency and a whole-hearted approach towards establishing Professional Management, aimed at continuous enhancement of shareholders' value. Your Company has been complying with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement. Separate reports on Corporate Governance, along with Practicing Company Secretary's Certificate on compliance with the Corporate Governance norms, as stipulated in Clause 49 of the Listing Agreement and a note on Management Discussion and Analysis, forming part of this report, are provided, elsewhere, in this Annual Report.

26. Listing

The Equity Shares of your Company continue to be listed on Bangalore Stock Exchange Limited (BgSE). The Equity Shares of the Company are also traded on the Bombay Stock Exchange Limited (BSE) Limited in their BSE INDONEXT trading platform. There is no default in payment of Annual listing fees.

27. Dematerialization of Shares:

It may be noted that the entire paid up equity share capital of the Company (except 5.4% of shares) are held in dematerialized form as on 31st March 2012.

28. Acknowledgement:

Your Directors wish to express the grateful appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, banks, financial institutions and society at large.

Your Directors also thank the Government of India, Government of Karnataka, Ministry of Corporate Affairs, Ministry of Information Technology and Biotechnology, Ministry of Commerce and Industry, Ministry of Finance, Department of Scientific and Industrial Research, Customs and Excise Departments, Income Tax Department, Karnataka State Pollution Control Board, SEBI, Stock Exchanges and all other government agencies for their support during the year and look forward to the same in the future.

Your Company wishes to place on record its thanks to the Company's Bankers - HDFC, State Bank of India, Corporation Bank.

Your Directors also appreciate the commitment and dedication of all the employees across all levels in contributing to the Company's growth and success.

By order of the Board of Directors

Place: Bangalore Dhirendra Kumar A N Singh

Date: 30.08.2012 Managing Director Director


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 17th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

Financial Results

(Rs. in Lakhs)

Particulars 2010-2011 2009-2010

Revenue

Gross Income 9968.04 8033.49

Profit before Interest &

Depreciation 2342.94 1806.56

Deductions

interest 11.86 19.71

Depreciation 92.15 166.19

Profit Before Tax 2238.93 1620.66

Provision for Tax 37.87 105.72

Profit for the Year 2201.06 1514.94

2. Appropriation of Profits:

Considering the performance of your Company, for the year under review and other related aspects, your Directors wish to recommend a Dividend at Re. 1/- per share i.e 10% involving an outgo of Rs. 181.30 lakhs and Corporate Dividend Tax payable thereon amounting to Rs. 28.79 lakhs. An aggregate amount of Rs. 2,000 lakhs has been transferred to General Reserve.

3. Review of Operations:

Your Company has posted a satisfactory performance, for the year under review. The Profit before depreciation and interest grew by 30% from Rs. 1806.56 lakhs to Rs. 2342.94 lakhs. The Total ncome for the year has increased from Rs. 8033.49 lakhs to Rs. 9968.04 lakhs with a growth of 24% being achieved when compared to the previous year's performance. Your Directors are pleased to mention here that despite irregular and untimely rainfall your Company was able to perform well under the circumstances.

In the past though, there have been sharp swings in business cycles and this feature will continue in future too, hopefully the impact would become lesser as we go along. We have launched upon serious measures to bring about cost optimization and re- aligning of the business in line with market dynamics. These initiatives should ensure enhanced profitable growth, in all spheres, in the foreseeable future. In the midst of all this, through strategically timed interventions, your Company remains debt free.

It may not be out of place to state that our customers have genuinely appreciated our efforts to provide "Zero Residue" products and have rewarded us with increased business, as we continue to bring the best price - performance proposition to our customers.

Over all, the year was a combination of some achievements, some challenges, some struggles and a substantial amount of learning that can be successfully put to use for reaping immense benefits, in the years to come.

4. Expansion Program:

Your Company is committed to continuous growth and to achieve this, it has formulated its own strategies and plans and, to this end, it has launched upon various expansion programs, a major component in this regard.

The test and trial run, at the manufacturing set-up at Gwalthai, Himachal Pradesh for producing Biocides and Bio fertilizers has been successful and your Company has commenced commercial production in April 2011.

The Research activity for hybrid seeds, which was started last year, at Aligarh, in the State of Uttar Pradesh has yielded breakthroughs and should augur well for the Company, in the near future. Also research station at Hyderabad has commenced operation of hybrid seeds.

The state-of-the-art R & D Facility coming up at Doddaballapur is expected to be fully operational by the end of this calendar year.

Your Company is wedded to the concept of environment friendliness. The vision of your Company is to provide healthy food for the better life of the common man. It is the intention of your Company to leverage its deep knowledge of Biocides Production, Microbial Identification and isolation process thereby exploiting its resources, for optimum growth. Your Company's expansion plans, over the year, will help to achieve the set goals by adopting the benefits of the latest technologies which will improve the quality of the end product at reduced costs.

5. Finance and Investment:

As a matter of normal practice, your Company has adopted the strategy of meeting its fund requirements, for long term requirements, through a combination of funds generated through internal cash flow as well as external sources. The excess generation of revenue is being utilized for the working capital needs of your Company.

Your Company made fresh Capex investments, during the year, to add value to its business operations. The details of the additional investments made, during the year under review, are provided in the table hereunder:-

Name of the Form of Purpose Amount

Centre Investments in Rs.

Doddaballapur, Construction R & D Facility 1,200 Bangalore of Laboratory for biocides lakhs Building and hybrid seeds.

Gwalthai, Construction For 950 Himachal of Building production lakhs Pradesh of biocides and bio- fertilizers

6. Share Capital:

During the year under report, 20,80,000 share warrants were converted into equal number of Equity Shares of Rs. 10/- each, issued to Promoters, Persons- acting-in-concert and others. These warrants were issued during October 2009. The resultant shares were allotted to those who had paid full amount due against these warrants, with the rest being forfeited, subsequently, as total payment was not made. The funds generated out of this warrants issue has been utilized for the expansion program of the Company with a portion of the funds being utilized for working capital purposes too.

7. Directors:

Mr. Veerendra Kumar Singh and Mr. B C Madappa, Directors, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Board of Directors recommends their re-appointments.

During the year under review, Mr. Sanjay Agarwal, Director of the Company, resigned effective 14th November, 2010. Your Board acknowledges the contribution made by Mr. Sanjay Agarwal during his tenure as a Director of the Company.

8. Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act,1956, in relation to the financial statement for the year 2010-11, the Board of Directors of the Company confirms that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

(ii) the selected Accounting Policies were applied consistently and the Directors 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, as at 31st March, 2011 and of the profits of the Company for the year ended on that date.

(iii) proper and sufficient care has been taken, for the maintenance of adequate accounting records, 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) the Annual Accounts have been prepared on a going concern basis.

9. Auditors and Auditor's Report:

Messrs. Ishwar & Gopal (ICAI registration number 001154S), the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility, as per Section 224(1B) of the Companies Act, 1956, and their willingness to accept the office, if they are reappointed.

Your Directors are pleased to place on record that the Company has obtained the duplicate copies of all the supporting documents (dealers' expense statements, staff TE Bills, farmers' demo trial expenses vouchers, etc.), pertaining to the previous year i.e. 2009-10, which were lost in transit.

10. Business and Outlook for future:

Your Company is engaged in production and marketing of Agri Bio products and hybrid seeds, having customers spread across the country. Your Board's goal is to make your Company one of the most innovative companies in the world and to achieve breakthrough growth, in revenue and profit, by creating and implementing sustainable solutions. Growth rate of your Company can be considered consistent and stable given the vagaries of nature. The growth achieved, with some ups and downs, was consequent to adoption of the strategy of enhancing the product basket of its Biocides range as well as Hybrid seeds range, through continuous product development, process up-gradation and business development support. The strategies set in motion by your Company to meet this approach, have enabled the Company to consolidate its domestic market share. Your Company intends to spread this concept in growing markets like Asia, Africa and the Middle East.

The overall consistent performance and growth is the consequence of a combination of factors, like -

- The Research and Development team applying its strong knowledge base led to innovations in developing new products and enhancing the quality of manufacturing process at reduced costs.

- Optimization of Production capabilities of the Company with quality certifications from Governmental and reputed Organizations, which are mandatory and critical for ensuring food safety and quality standards.

- The development of strong customer relationships and long term supply chain contracts along with the constant attention towards consistency in quality and good customer service.

The outreach of your Company in almost all major markets, ability to read market trends, a large product basket, well organized production infrastructure with necessary approvals in place, coupled with a reservoir of skills, amongst scientists and technical staff, makes it a powerhouse of opportunities. The Company has the strategies and strength to play a larger role in all its addressable markets.

Your Company has already initiated steps to enter foreign markets (for production and marketing) based on potentiality and surveys undertaken. To this end, it has established contacts with importers (business houses/ individuals) in Latin America, Europe, Africa and Asia.

11. Research and Development:

The Research and Development team of your Company is continuously working in innovating the product range of biocides and hybrid seeds as also adding on new products, in both segments, to enhance the market potentiality of the Company's products. The team is dedicated to improve the quality of the existing products keeping in mind, at the same time, that there is a reduction in the cost, thereby your Company's products will become more cost- effective from the Company's point of view as well as from the consumer point of view.

12. Awards and Recognition:

During the year under review, your Company has received following awards in recognition of its achievements:

- Recognized as one of the fastest growing technology Companies in the "Technology Fast50 india 2010" program conducted by Deloitte Touche Tohmatsu, Asia Pacific.

- Your Company has also been awarded with the GREEN COMPANY OF THE YEAR award, conducted by Yes Bank in association with Business Today.

Your Company continues to hold the following certificates:

- Recognition of in-house R & D unit, by Government of India, Ministry of Science and Technology, Council of Scientific and Industrial Research.

- Registered Merchant Exporter under APEDA.

- Organic Certification by USOCA, Government of Uttarakhand.

13. ISO Registration:

Your Company enjoys the unique distinction of all its activities, viz proprietary research production and marketing of seeds and agricultural biotech products, being covered by the quality certification standards prescribed by the International Certification Registrar Ltd.

Your Company continues to comply with the rules and conditions, relating to certification, as laid down by the International Certification Registrar Ltd., in respect of the Quality Management Systems prescribed under ISO 9001:2008.The scope of the certification covers research, manufacturing and marketing of seeds and agricultural bio tech products.

14. Patents:

The initiatives taken by the Company, to file product patents, have finally resulted in the filing of 4 patents. Efforts are also on to file additional product patents, in this year.

15. Environmental Regulation:

Though your Company's products and operations do not cause pollution, in any manner, to the environment, it has been vigorously complying with the Governmental and Statutory Regulations, in force, relating to Environment, Safety and Health. The Pollution Control Board parameters, as defined by the State Pollution Control Board, were totally adhered to.

16. Fixed Deposits:

During the year under review, your Company has not accepted any Fixed Deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

17. Human Resource and Industrial Relations:

Your Company constantly facilitates and encourages its employees, at all levels, to enhance their knowledge and skills and regularly seeks to inculcate within its employees, a strong sense of ethics and social responsibility. It also affords ample opportunities for interaction, providing access to various portals. A library is also available to them, which stocks books and journals of topical interest. During the year under review, the relations with the employees, at all levels, remained cordial.bYour Company had a total staff strength of 263 as on 31st March, 2011.

18. Statement of Employees:

The Information as per Section 217(2a) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, form part of the Annual Report. However, in terms of Section 219 (1)(B) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders, excluding the aforesaid annexure and any shareholder interested in obtaining the said annexure may write to the Company Secretary, at the Corporate Office of the Company and the required information will be sent to the concerned shareholder.

19. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

The particulars, as prescribed under Clause(e) of sub section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure to the Directors' Report, forming part of the complete and full Annual Report of 2010-11.

20. Industrial Relations:

As in the past, since inception, your Company continued to have very cordial relationship with all the employees throughout the year.

21. Insurance:

All the assets of your Company are adequately insured and safeguarded.

22. Corporate Governance:

Your Company perceives Corporate Governance as an endeavor for transparency and a whole-hearted approach towards establishing Professional Management, aimed at continuous enhancement of shareholders' value. Your Company has been complying with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement. Separate reports on Corporate Governance, along with Practicing Company Secretary's Certificate on compliance with the Corporate Governance norms, as stipulated in Clause 49 of the Listing Agreement and a note on Management Discussion and Analysis, forming part of this report, are provided, elsewhere, in this Annual Report.

23. Acknowledgement:

Your Directors take this opportunity to thank all investors, clients, vendors, bankers, regulatory and government authorities and Stock Exchanges for their continued support. Your Directors also wish to place on record their appreciation for the contribution made by the staff, at all levels.

By order of the Board of Directors

Dhirendra Kumar A N Singh Managing Director Director

Place : Bangalore

Date : 27th August, 2011

 
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