Mar 31, 2018
To,
The Shareholders of Kokuyo Camlin Limited
The Directors have pleasure in presenting the 71st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.
FINANCIAL RESULTS (STANDALONE):
(Rs. In Lakhs)
PARTICULARS |
2017-2018 |
2016-2017 |
Gross Sales/Income from Business Operations |
70153.17 |
68780.28 |
Less: Discount on Sales |
6525.42 |
2619.72 |
Add: Other Operating Income |
222.28 |
154.90 |
Net sales |
63850.03 |
66315.46 |
Other Income |
288.22 |
306.82 |
Total Income |
64138.25 |
66622.28 |
Profit Before Interest and Depreciation |
4101.57 |
2607.52 |
Less: Interest |
960.57 |
1174.61 |
Less: Depreciation |
1650.51 |
1207.66 |
Profit Before Tax |
1490.49 |
225.25 |
Less: Provision for Tax |
||
- Current |
255.91 |
- |
- Deferred |
252.41 |
76.35 |
- Prior Years (Net) |
- |
(0.62) |
Net Profit after Tax |
982.17 |
149.52 |
Balance carried to Balance Sheet |
982.17 |
149.52 |
Earnings per share (Basic) |
0.98 |
0.15 |
Earnings per share (Diluted) |
0.98 |
0.15 |
OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE:
The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Previous yearsâ figures have been restated and audited by the Statutory Auditors of the Company, namely, M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022).
During the year the Company reported gross sale of RS.70153.17 lakhs as compared to RS.68780.28 lakhs for the last year representing a growth of 2.00 % over the corresponding period of the previous year. The profit before tax was higher at R1490.49 lakhs against RS.225.25 lakhs for the corresponding period of the previous year.
The year under review continued to be a challenging year which took a hit on the growth rates. Disruption caused by implementation of GST did impact the Company especially in the first quarter inspite of this the Company could achieve higher profits mainly on account of focus on high margin products, control on overheads and rate negotiation with suppliers. Your Company will continue to strengthen its performance in the coming years with focus on optimum levels of inventory, operating efficiencies and cost saving across the organisation.
DIVIDEND:
Given the growth requirements of the business, your Directors do not recommend any dividend on equity shares for the financial yeaRs.2017-2018.
TRANSFER TO RESERVE:
During the year under review, the Company has not transferred any amount towards General Reserve and retained the entire amount of profits in the Profit and Loss Account.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms an integral part of this report and is presented separately. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs operations and their adequacy, risk management systems and other material developments during the financial yeaRs.2017-18.
SHARE CAPITAL:
During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2018 was RS.1003.04 lakhs.
CONSOLIDATED FINANCIALS STATEMENTS:
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditorsâ Report form part of the Annual Report. Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the Subsidiary, Associate and Joint Venture Companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its Subsidiary, Associate and Joint Venture Companies to the shareholders upon their request. The statements are also available on the website of the Company www. kokuyocamlin.com under the Investor Relations section.
SUBSIDIARIRES:
At present, the Company does not have any material subsidiary. No new subsidiary was incorporated or acquired by the Company during the year under review.
M/s. Camlin International Limited, wholly owned subsidiary of Kokuyo Camlin Limited was not engaged in any business operations for oveRs.10 years. Hence, it has made an application on 30th March, 2018 to the Registrar of Companies for striking off the Company by removal of name from the Register of Companies. The final approval from the Registrar of Companies is awaited.
Pursuant to the provisions of Section 129(3) of Companies Act, 2013, a statement containing salient features of the financial statements of Subsidiary/Associate Company in Form AOC-1 is attached to the financial statements of the Company.
In accordance with the section 136 of the Companies Act, 2013, the Audited Financial Statements and related information of the Company and Audited Accounts of its Subsidiary are available on the website www. kokuyocamlin.com .
DEPOSITS:
During the year under review, your Company has not accepted any deposits. There are no unclaimed deposits as on date.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no Material changes and Commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate (i.e. 31st March, 2018) and the date of the report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any Loans, Guarantees or Investments during the financial year ended 31st March, 2018.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their review/approval on a quarterly basis.
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable to your Company.
The details of transaction with related parties are provided in the accompanying financial statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.
CORPORATE GOVERNANCE REPORT:
Corporate Governance is all about ethical conduct, integrity and accountability. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It is a key element improving the economic efficiency of Organization.
As per Listing Regulations, a separate section on Corporate Governance forms part of this report. A Certificate from JHR & Associates, Secretarial Auditors confirming compliance of Corporate Governance forms part of this Report.
Certificate of the CEO/CFO, confirming the correctness of the financial statements, compliance with the Companyâs Code of Conduct and the Audit Committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report and forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of the provisions of the Companies Act, 2013, Mr. Takuya Morikawa and Mr. Takeo Iguchi, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment, you are requested to appoint them.
The Board of Directors at its meeting held on 25th January, 2018 approved the re-appointment of Mr. Dilip D Dandekar as âChairman & Executive Directorâ and Mr. Shriram S. Dandekar as âVice-Chairman & Executive Directorâ, whose term expired on 31st January 2018, for the further period of one (1) year with effect from 1st February, 2018. The requisite resolutions for their appointment is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.
Pursuant to provisions of Section 161 of the Companies Act, 2013 and in terms of Listing Regulations, the Board of Directors at its meeting held on 9th May, 2018, appointed Mr. Kazuo Kubo as an Additional Non- Executive Director of the Company. The requisite resolution for his appointment as a Non- Executive Director, whose term is liable to retire by rotation is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.
The profile of Directors seeking appointment/ reappointment forms a part of Corporate Governance Report.
The Company has re-appointed Mr. Nobuchika Doi as âManaging Directorâ designated as âChief Executive Officer & Executive Directorâ, Mr. Takeo Iguchi as âExecutive Directorâ for the period of three (3) years with effect from 1st November, 2017. Further, Ms. Nandini Chopra has been appointed as an Independent Director of the Company for a period of five (5) years with effect from 3rd August, 2017. The aforesaid appointments were approved by the members by passing ordinary resolutions through postal ballot dated 28th December, 2017.
During the financial yeaRs.2017-18, Ms. Aparna Piramal Raje, Independent Director and Ms. Junko Saito, NonExecutive Director resigned with effect from 24th July, 2017 and 26th February, 2018 respectively. The Board has placed on record its appreciation for the contribution made by Ms. Aparna Piramal Raje and Ms. Junko Saito during their tenure of office.
The Board of Directors in its meeting held on 9th May, 2018 appointed Mr. Satish Veerappa as Key Managerial Person designated as Chief Executive Officer and redesignated Mr. Nobuchika Doi as Managing Director of the Company with effect from 9th May, 2018.
None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.
1. Mr. Nobuchika Doi - Managing Director
2. Mr. Chetan Badal - Chief Financial Officer
3. Mr. Ravindra Damle - Vice President (Corporate) & Company Secretary
4. Mr. Satish Veerappa - Chief Executive Officer (with effect from 9th May, 2018)
The Disclosure required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as âAnnexure - Câ forms an integral part of this report.
MEETINGS OF BOARD:
During the financial yeaRs.2017-18 five Board Meetings were 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.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the company and can be accessed by web link https://www.kokuyocamlin.com/ company-policies
PERFORMANCE EVALUATION OF THE DIRECTORS:
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committees and individual Directors.
Further, the Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed the performance evaluation of the Board Members as stipulated under the Listing Regulations.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).
REMUNERATION POLICY:
The Board has, on the recommendation of the Remuneration and Nomination Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORS RESPONISBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:
a) That in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2018 and of the profit of the Company for the year ended on that date.
c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) That the Directors had prepared the annual accounts on a going concern basis; and
e) That 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.
f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITORS REPORT: STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W100022) were appointed as the Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 70th Annual General Meeting held on 28th June, 2017 till the conclusion of 75th Annual General Meeting of the Company. They have confirmed that they are not disqualified from continuing as the Auditors of the Company.
AUDITORS REPORT:
The observation of the Auditors in their report read with relevant notes to the accounts are self-explanatory and therefore do not require further explanations.
The Auditors Report to the memebrs on the Standalone and Consolidated Financial Statements of the Company for the the year ended 31st March, 2018 does not contain any qualifications, reservations or adverse remarks.
SECRETARIAL AUDIT:
M/s. JHR & Associates a firm of Company Secretaries were appointed as Secretarial Auditor for the financial yeaRs.2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as âAnnexure - Eâ and forms part of this report.
There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial yeaRs.2017-18.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control System (IFC) in the Company which should be adequate and shall operate effectively. To ensure effective Internal Financial Controls the Company has its own process driven framework for the year ended 31st March, 2018.
The Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Companyâs operation.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
The Company had transferred a sum of RS.4.98 Lakhs during the financial year to the Investor Education and Protection Fund established by the Central Government (IEPF). The said amount represents Unclaimed Dividend for the yeaRs.2009-2010 with the Company for a period of 7 years from their respective due dates of payment.
TRANSFER OF SHARES TO IEPF
As required under Section 124 of the Companies Act, 2013, 540599 Equity shares, in respect of which dividend has not been claimed by the members for Seven (7) consecutive years have been transferred by the Company to IEPF during the financial yeaRs.2017-18. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6(3) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 as amended on 28th February, 2017 as IEPF amended Rules 2017, the Company is in the process of transfer of shares either in physical mode or in Demat mode to IEPF authority, whose dividend is unclaimed for the financial yeaRs.2010-11 for the period of seven years. The Company has already communicated individually to the concerned shareholders whose shares are liable to be transferred to IEPF account.
SEXUAL HARRSEMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. All women, permanent, temporary or contractual including those of service providers are covered under the policy. An Internal Sexual Harassment Committee comprising management staff has been set up at office and factory locations, which includes three women to redress complaints relating to sexual harassment. The Committee also includes an outside woman representative from an NGO. During the year under review no case was reported under the said policy.
SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS OR COURTS:
There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations
CORPORATE SOCIAL RESPONISIBILITY:
In terms of Section 135 of the Companies At 2013 read with Companies (Corporate Social Responsibility) Rules 2014 as amended and in accordance with the CSR Policy the Company has spent above 2% of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities has been appended as âAnnexure - Dâ which forms an integral part of this report.
Key Initiatives which the Company engaged are:-Educate the Girl Child
Your Company got associated with K.C. Mahindra Foundation Trust A/c - Nanhi Kali one of the largest community programs imparting education to under privileged girls across India. This partnership provided support to girl children through academic material and social backing by identifying critical centers of education through Nanhi kali project.
Swachh Bharat Kosh
Your Company also contributed to the Swach Bharat Kosh set-up by the Central Government for promotion of sanitation through donation to the above said fund.
Vanavasi Kalyan Ashram (VKA)
Your Company has contributed to Vanavasi Kalyan Ashram (VKA), a social organisation, having presence in all states of India. It has been working for welfare of tribal population of India since last 60 years.
In addition to the above the Company has been implementing other social activities which has not been considered for arriving at the spends as per the CSR rules.
CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted code of ethics and business conduct which lays down principles and standards that should govern the actions of the Company and employees. The Company has a vigil mechanism called âWhistle Blower Policyâ with a view to provide a mechanism for employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statements and reports etc. The Company is committed to adhere to the highest standard of ethical, moral and legal conduct of business operations.
The Company has taken steps to establish Vigil Mechanism for Directors and Employees of the Company. The details of the Policy are posted on the website of the Company at www.kokuyocamlin.com.
PREVENTION OF INSIDER TRADING:
The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.
INSURANCE:
The Companyâs plant, property, equipmentâs and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability. The Company has also taken Directorsâ and Officersâ Liability Policy to provide coverage against the liabilities arising on them.
RISK MANAGEMENT
The Company recognizes that risk is an integral part of any business activity. The Company is aware of the risks associated with the business and has well defined process in place to ensure appropriate identification and treatment of risk. This will facilitate not only risk assessment and timely rectification but also help in minimization of risk associated with any strategic, operational, financial and compliance risk across all business operations. There are no risks which in the opinion of the board threatens the existence of the company. However some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.
DISCLOSURE ON CONFIRMATION ON THE SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.
GREEN INTIATIVE IN CORPORATE GOVERNANCE:
In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send the annual report through email to those shareholders who have registered their email id with the depository participant /Companyâs registrar and share transfer agent, in case a shareholder wishes to receive a printed copy he/she may please send a request to the Company which will send the annual report to the shareholder.
The Company is providing e voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure - Aâ.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as âAnnexure - Bâ.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
ACKNOWLEDGEMENT:
Your Directors express their gratitude to the members, bankers, customers, financial institutions and other business constituents for their continued faith, assistance and support extended to the Company. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.
Your Directors also wish to place on record their appreciation for the support and guidance provided by its parent Company Kokuyo Co., Ltd. Japan.
For and on behalf of the Board
DILIP DANDEKAR
Chairman & Executive Director
Place: Mumbai
Date: 9th May 2018
Mar 31, 2017
To,
Directors'' Report
The Shareholders of Kokuyo Camlin Limited
The Directors have pleasure in presenting herewith the 70th Annual Report on the Business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2017.
FINANCIAL RESULTS (STANDALONE):
(Rs. in Lakhs)
2016-2017 |
2015-2016 |
|
Net Sales/ Income from Business Operations |
64,027.67 |
61,418.72 |
Other Income |
290.61 |
536.58 |
Total Income |
64,318.28 |
61,955.30 |
Profit Before Interest and Depreciation |
2,449.33 |
2,990.18 |
Less Interest |
1,054.77 |
1,072.91 |
Less Depreciation |
1,240.12 |
1,186.22 |
Profit Before Tax |
154.44 |
731.05 |
Less Provision for Tax - Current |
||
- Deferred |
59.52 |
209.57 |
- Prior Years(Net) |
(0.62) |
(4.42) |
Net Profit after Tax |
95.54 |
525.90 |
Balance carried to Balance Sheet |
95.54 |
525.90 |
Earnings per share (Basic) |
0.10 |
0.52 |
Earnings per share (Diluted) |
0.10 |
0.52 |
OPERATING PERFORMANCE:
During the year the Company reported net sale of Rs.64,027.67 lakhs as compared to Rs.61,418.72 lakhs for the last year representing a growth of 4.25% over the corresponding period of the previous year. The profit before tax was lower at Rs.154.44 lakhs against Rs.731.05 lakhs for the corresponding period of the previous year.
The year under review was a challenging year for stationery industry which took a hit on the growth rates. Continuing price stress and competitive scenario in the market has affected the bottom-line of the Company. Your Company looks forward to strengthen its performance in the coming years with focus on optimum levels of inventory, operating efficiencies and cost saving across the organisation.
Given the growth requirements of the business and absence of sufficient profits, your Directors do not recommend any dividend on equity shares for the financial year 2016-2017.
The performance review, outlook and strategy have been spelt out in depth in the Management Discussion and Analysis Report which forms part of this Directors Report.
SHARE CAPITAL:
During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2017 was Rs.1003.04 lakhs.
CONSOLIDATED FINANCIALS STATEMENTS:
As per SEBI (Listing Obligations & Disclosure Requirements) 2015, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditorsâ Report form part of the Annual Report. Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of each of the Subsidiary, Associate Companies and Joint Venture in the prescribed Form AOC-1 is annexed to this report. Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the Subsidiary, Associate and Joint Venture companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its Subsidiary, Associate and Joint Venture companies to the shareholders upon their request. The statements are also available on the website of the Company www.kokuyocamlin.com under the Investor Relations section.
SUBSIDIARY:
At present, the Company does not have any material subsidiary. No New subsidiary was incorporated or acquired by the Company during the period under review.
Pursuant to the provisions of Section 129(3) Companies Act, 2013, a statement containing salient features of the financial statements of Subsidiary/ Associate Company in Form AOC-1 is attached to the financial statements of the Company.
In accordance with the section 136 of the Companies Act, 2013, the Audited Financial Statements and related information of the Company and Audited Accounts of its Subsidiary are available on the website www.kokuyocamlin.com .
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms an integral part of this report and is presented separately. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs, and their adequacy, risk management systems and other material developments during the financial year 2016-17.
DEPOSITS:
During the year under review, your Company has not accepted any deposits. There are no unclaimed deposits as on date.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There has been no Material changes and Commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate (i.e. March 31, 2017) and the date of the report. However the Board of Directors in its meeting held on 27th April, 2017 announced the date of commercial production of companyâs Patalganga Plant to be 28th April, 2017.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any Loans, Guarantees or Investments during the financial year ended 31st March, 2017.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their review/approval on a quarterly basis.
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related Party Transactions as required under Section 134 (3) (h) of the Companies Act 2013 in form AOC-2 is not applicable to your Company.
The details of transaction with Related Parties are provided in the accompanying financial statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.
CORPORATE GOVERNANCE REPORT:
Corporate Governance is all about ethical conduct, integrity and accountability. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It is a key element improving the economic efficiency of Organization
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 a separate section on corporate governance forms part of this report. A Certificate from JHR & Associates Secretarial Auditors confirming compliance of Corporate Governance forms part of this Report.
Certificate of the CEO/CFO, confirming the correctness of the financial statements, compliance with the Companyâs Code of Conduct and the
Audit Committee in terms of Regulation 17 of the Listing Regulation is attached in the Corporate Governance report and forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of the provisions of the Companies Act, 2013, Mr. Takuya Morikawa and Mr. Nobuchika Doi, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment, you are requested to appoint them.
Mr. Yasushi Inoue resigned as Non-Executive Director of the Company with effect from 25th October, 2016. The Board has placed on record its appreciation for the contribution made by Mr. Inoue during his tenure of office.
Pursuant to provision of Section 161 of the Companies Act, 2013 and in terms of Listing Regulations the Board of Directors at its meeting held on 13th February, 2017 appointed Ms. Junko Saito as an Additional Non- Executive Director of the Company. The requisite resolution for approval of her appointment as a Non- Executive Director is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.
The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under Companies Act, 2013 and the Listing Regulations.
None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013. The profile of Directors seeking appointment/ re-appointment forms part of the Corporate Governance Report.
Mr. Ayyadurai Srikanth Chief Executive Officer had tendered his resignation with effect from 1st April, 2017. The Board has placed on record its appreciation for the contribution made by Mr. Srikanth during his tenure of office. The Board in its meeting held on 13th February, 2017 appointed Mr. Nobuchika Doi as âManaging Director'' to be designated as ''Chief Executive Officer & Executive Director'' with effect from 1st April, 2017 till 31st October 2017.
The requisite special resolution for approval of his appointment as a Managing Director to be designated as ''Chief Executive Officer & Executive Director'' is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.
1. Mr. Nobuchika Doi - âChief Executive Officer & Executive Director''.
2. Mr. Chetan Badal - Chief Financial Officer.
3. Mr. Ravindra Damle-Vice President (Corporate) & Company Secretary.
Mr. Ayyadurai Srikanth Chief Executive Officer who was also Key Managerial Personnel resigned from the Company with effect from 1st April, 2017.
The Disclosure required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 is annexed as âAnnexure - Câ forms an integral part of this report.
MEETINGS OF BOARD:
During the year four Board Meetings 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.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed by web link https://www. kokuyocamlin.com/company-policies
PERFORMANCE EVALUATION OF THE DIRECTORS:
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, Remuneration and Nomination Committee, has formulated framework containing the criteria for performance evaluation of the Board of Directors including Independent Directors, Key Managerial Personnel, and Committees of the Board on the basis of which they have been evaluated.
The Independent Directors had met separately on 21st March, 2017 without the presence of Non Independent Directors and the members of management and discussed the performance evaluation of the Board Members.
REMUNERATION POLICY:
The Board has on the recommendation of the Remuneration and Nomination Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:
a) That in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2017 and of the profit of the Company for the year ended on that date.
c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the Directors had prepared the annual accounts on a going concern basis; and
e) That 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.
f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITORSâ REPORT: STATUTORY AUDITORS:
The term of M/s. B. K. Khare & Co. Chartered Accountants Mumbai, Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company. The provision regarding rotation of auditors as prescribed under Companies Act, 2013 are applicable to the Company, it is hence proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants, Mumbai (firm Registration No. 101248W/W-100022) as the Statutory Auditors to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of Seventy fifth Annual General Meeting. They have confirmed their eligibility and willingness for appointment as statutory auditors for the aforesaid period as per section 141 of the Companies Act, 2013. The Audit Committee and the Board of Directors recommends their appointment to the members.
The board place on record its appreciation for the services rendered by M/s. B.K.Khare & Co Chartered Accountants, Mumbai as statutory auditors of the Company for over three decades
AUDITORSâ REPORT:
The observation of the Auditors in their report read, with relevant notes to the accounts are self-explanatory and therefore do not require further explanations.
SECRETARIAL AUDIT:
M/s. JHR & Associates a firm of Company Secretaries were appointed as Secretarial Auditor for the financial year 2016-17 pursuant to section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as âAnnexure - Eâ and forms part of this report.
There are no qualifications or observations or adverse remarks of the Secretarial Auditors in the Report issued by them tor the financial year 2016-17.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control System in the Company which should be adequate and shall operate effectively. To ensure effective Internal Financial Controls (IFC) the Company has its own process driven framework for the year ended 31st March, 2017.
The Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Companyâs operation.
REGISTRAR AND SHARE TRANSFER AGENT:
Your Company has appointed M/s Link Intime India Pvt. Ltd. as Registrar and Share Transfer Agent with effect from 13th May, 2016. As communicated to you separately they had shifted their office to new location the address is mentioned in the Corporate Governance Report.
INVESTOR EDUCATION AND PROTECTION FUND:
The Company had transferred a sum of Rs.2.48 Lakhs during the financial year to the Investor Education and Protection Fund established by the Central Government. The said amount represents unclaimed dividend for the year 2008-2009 with the Company for a period of 7 years from the due date of payment.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6(3) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 as amended on 28/2/2017 as IEPF amended Rules 2017, the Company is in the process of transfer of shares either in physical mode or in Demat mode to IEPF authority, whose dividend is unclaimed for the financial year 2008-09 and onwards for the period of seven years. The Company has already communicated individually to the concerned shareholder whose shares are liable to be transferred to IEPF account.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace, all women, permanent, temporary or contractual including those of service providers are covered under the policy. An Internal sexual Harassment Committee comprising management staff has been set up at office and factory locations, which includes three women to redress complaints relating to sexual harassment. The committee also includes an outside women representative from an NGO. During the year under review no case was reported under the said policy.
SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS OR COURTS:
There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility) Rules 2014 as amended and in accordance with the CSR Policy, the Company has spent above 2% of the average net profits of the Company during the three immediately preceding financial years. The details are provided in the Annual Report on CSR activities has been appended as âAnnexure - Dâ which forms an integral part of this report.
Key Initiatives which the Company engaged are:-
Educate the Girl Child
Your Company got associated with Nanhi Kali one of the largest community programs imparting education to under privileged girls across India. This partnership provided support to girl children through academic material and social backing by identifying critical centers of education through Nanhi kali project.
Swachh Bharat Kosh
Your Company also contributed to the Swach Bharat Kosh set-up by the Central government for promotion of sanitation through donation to the above said fund.
In addition to the above the Company has been implementing other social activities which has not been considered for arriving at the spends as per the CSR rules.
CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted code of Ethics and business conduct which lays down principles and standards that should govern the actions of the Company and employees. The Company has a vigil mechanism called âWhistle Blower Policy" with a view to provide a mechanism for employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Company is committed to adhere to the highest standard of ethical, moral and legal conduct of business operations.
The Company has taken steps to establish Vigil Mechanism for Directors and Employees of the Company. The details of the Policy are posted on the website of the Company.
PREVENTION OF INSIDER TRADING:
The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations2015.
The Board at its meeting held on 13th February 2017 has amended the code of Prohibition of insider trading.
INSURANCE:
The Companyâs plant, property, equipmentâs and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.
AWARDS/ RECOGNITION/ RANKINGS:
At the National Awards for Marketing Excellence held in Mumbai in June 2016, your Company won 2 awards - âMarketing Campaign of the Year'' award for its Google Doodle, and under the head âMarketing Communications B2C'' award for the Colours of Ganesha, an extension of the award-winning Camlin Experiential App.
Kokuyo Camlin won the URS AsiaOne WHITE SWAN Education Award 2015-16 in the category - India''s Most Influential Education Ancillary Brands & Leaders 2015-16. This was at the 69th Indiaâs Greatest Brands & Leaders 2015-16 organized by United Research Brands (URS) and AsiaOne magazine.
Your Company''s Taloja team won three Kaizen Awards at the Annual Quality Convention organized by the Quality Circle Forum of India.
GREEN INTIATIVE IN CORPORATE GOVERNANCE:
In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send the annual report through email to those shareholders who have registered their email id with the depository participant /Companyâs registrar and share transfer agent, in case a shareholder wishes to receive a printed copy he/she may please send a request to the Company which will send the annual report to the shareholder.
The Company is providing e voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure - Aâ.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as âAnnexure - Bâ.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
ACKNOWLEDGEMENT:
Your Directors express their gratitude to the members, bankers, customers, financial institutions and other business constituents for their continued faith, assistance and support extended to the Company. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.
Your Directors also wish to place on record their appreciation for the support and guidance provided by its parent Company Kokuyo Co. Ltd. Japan.
For and on behalf of the Board
DILIP DANDEKAR
CHAIRMAN & EXECUTIVE DIRECTOR
Place: Mumbai
Date: 27th April, 2017
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting herewith the 68th Annual
Report together with the Audited Financial statements for the Financial
Year ended 31st March, 2015.
FINANCIAL RESULTS (Standalone):
(Rs. in Lacs)
2014-15 2013-14
Revenue from operations 54,387.93 46,814.51
(net)
Profit/(Loss) Before Tax 428.12 (1323.49)
Less: Provision for Tax
- Current  Â
- Deferred (64.27) (166.29)
- Prior Years (Net) Â 1.10
Profit/(Loss) After Tax 492.39 (1158.30)
Balance bought forward
from last year (183.53) 974.77
Balance Carried forward 308.86 (183.53)
OPERATING PERFORMANCE:
During the year the Company reported net sale of Rs. 54387.93 Lacs as
compared to Rs. 46814.51 Lacs for the last year representing a robust
value growth of 16.18% over the corresponding period of the previous
year. The focused approach of growing profitable business alongwith
major steps taken in the areas of margin improvement and cost control
have resulted in the better performance of the Company at the EBITA
level for the year as compared to previous year.
As a result of this your Company could achieve a Profit after tax of Rs.
492.39 Lacs as against the Loss of Rs. 1158.30 Lacs in the corresponding
period of the previous year.
Given the growth requirements of the business and the absence of
sufficient profits, your Director''s do not recommend any dividend for
the financial year 2014-15.
Your Company looks forward to further strengthen its performance in the
coming years. The performance review, outlook and strategy have been
spelt out in depth in the Management Discussion and Analysis Report
which forms part of this Directors Report.
SHARE CAPITAL:
During the year under review, there was no change in the share capital
structure and the paid up capital of the Company as on 31st March, 2015
was Rs. 1003.04 Lacs.
MEETINGS:
During the year five Board Meetings and four Audit Committee Meetings
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.
MANAGEMENT DISCUSSION AND ANALYSIS:
In accordance with Clause 49 of the Listing Agreement with Stock
Exchanges, the Management Discussion and Analysis Report is presented
in a separate section forming part of the Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies
Act, 2013, your Directors to the best of their knowledge and belief and
according to the information and explanations obtained by them, hereby
confirm:
a) That in the preparation of the annual accounts for the financial
year ended 31st March, 2015, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
b) That the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year ended 31st March, 2015
and of the profit of the company for the year ended on that date.
c) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) That the directors had prepared the annual accounts on a going
concern basis; and
e) That 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.
f) That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PERFORMANCE EVALUATION OF THE DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Remuneration and Nomination Committee has
laid down the criteria for performance evaluation of Board of Directors
(Including Independent Directors), Key Managerial Personnel (KMPs) and
Committees of the Board on the basis of which they have been evaluated.
REMUNERATION POLICY:
The Board has, on the recommendation of the Remuneration and Nomination
Committee framed a policy for selection, appointment and remuneration
of Directors and KMPs. The Remuneration Policy is stated in the
Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees and Investments covered under section
186 of the Companies Act, 2013 are given in the notes to financial
statements.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, KMPs which
may have a potential conflict with the interest of the Company at
large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for the transactions which
are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their approval on a
quarterly basis.
The details of transaction with Related Parties are provided in the
accompanying financial statements. The policy on Related Party
Transactions as approved by the Board is uploaded on the Company''s
website.
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
DIRECTORS:
In terms of the provisions of the Companies Act, 2013, Mr. Nobuchika
Doi and Mr. Takuya Morikawa, Directors of the Company, retire by
rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offer themselves for re-appointment.
Mr. Noriyuki Watanabe resigned as an Independent Director of the
Company w.e.f. 17th October, 2014. The Board has placed on record its
appreciation for the contribution made by Mr. Noriyuki Watanabe during
his tenure of office.
Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in
terms of Clause 49 of the Listing Agreement, the Board of Directors had
at its meeting held on 20th August, 2014, appointed Ms. Aparna Piramal
Raje as an Additional Director (Independent) of the Company w.e.f. 1st
October, 2014. The requisite resolution for approval of her appointment
as an Independent Director is being proposed in the notice of the
ensuing AGM for the approval of the members.
The Company has received declarations from all the Independent
Directors of the Company, confirming that they meet with the criteria
of independence as prescribed both under sub-section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
None of the Directors are disqualified from being appointed as
Directors as specified in section 164 of Companies Act, 2013. The
profile of Directors seeking appointment/re-appointment forms part of
the Corporate Governance Report.
AUDITORS:
M/s. B. K. Khare & Co., Chartered Accountants (FRN:105102W) Mumbai,
Statutory Auditors of the Company hold office till the conclusion of
the ensuing Annual General Meeting and being eligible have offered
themselves for re-appointment as Statutory Auditors for the financial
year 2015-16.
The Company has received a letter from them to the effect that they
satisfy the criteria provided under Section 141 of the Companies Act,
2013 and that the appointment, if made, shall be in accordance with the
applicable provisions of the Companies Act, 2013 and the rules framed
thereunder.
The Audit Committee and the Board of Directors recommends the
re-appointment of M/s. B. K. Khare & Co. Chartered Accountants, as the
Auditors of the Company in relation to the financial year 2015- 2016
till the conclusion of the next Annual General meeting. The
re-appointment proposed is within the time frame for transition under
the third proviso to sub-section (2) of Section 139 of the Companies
Act, 2013.
AUDITORS'' REPORT:
The observation of the Auditors in their report, read with relevant
notes to the accounts are self- explanatory and therefore do not
require further explanations.
DEPOSITS:
During the year under review, your Company has not accepted any
deposits. There are no unclaimed deposits as on date.
CORPORATE GOVERNANCE:
Your Company has always endeavored to adhere to high standards of
Corporate Governance and ensured its compliance both in spirit and law.
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company, together with a certificate from the Practising Company
Secretary, M/s. J. H. Ranade & Associates confirming compliance forms
an integral part of this Report.
COST AUDIT REPORT:
The Company had appointed M/s. Vinay Mulay & Co. as Cost Auditor for
the financial year ended 31st March, 2015. But subsequently in terms of
the Notification issued by the Central Government our products do not
fall under the category requiring Cost Audit for the financial year
under review. The Cost Audit report for the year ended 31st March, 2014
was due on 30th September, 2014 and the same was filed with Registrar
of the Companies on 13th August, 2014.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital Audit has been carried out at the
specified period, by a Practicing Company Secretary.
SUBSIDIARY COMPANIES:
No new subsidiary was incorporated or acquired by the Company during
the period under review.
As informed to you in our last report, the Company had divested its
entire stake in its subsidiary viz. Alphakids Learning and Activity
Centre Limited (Alphakids) (previously known as Camlin Alphakids
Limited) by sale of its entire Equity and Preference Shareholding to
the Related Party. The Company had sought members approval in the last
Annual General Meeting held on 17th July, 2014. As a result of the said
sale of shares, Alphakids ceased to be our subsidiary w.e.f. 1st April,
2014.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013,
a statement containing salient features of the financial statements of
subsidiary/ associate company in Form AOC-1 is attached to the
financial statements of the Company.
In accordance with Section 136 of the Companies Act 2013 , the audited
financial statements, including the consolidated financial statements
and related information of the Company and audited accounts of its
subsidiary are available on our website www.kokuyocamlin.com.
CONSOLIDATED FINANCIAL STATEMENTS:
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
India, in this regard and forms part of the Annual Report.
INVESTOR EDUCATION AND PROTECTION FUND:
The Company had transferred a sum of Rs. 2.41 Lacs during the financial
year to the Investor Education and Protection Fund established by the
Central Government. The said amount represents principal amount of
fixed deposit, interest on fixed deposit which remain unclaimed and
Unclaimed Dividend for the year 2006-07 with the Company for a period
of 7 years from their respective due dates of payment.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has its own process driven framework for Internal Financial
Controls ("IFC"). For the year ended 31st March, 2015, the Board is
of the opinion that the Company has sound IFC commensurate with the
nature and size of its business operations; wherein controls are in
place and operating effectively and no material weaknesses exist. The
Company has a process in place to continuously monitor the existing
controls and identify gaps, if any, and implement new and/or improved
controls wherever the effect of such gaps would have a material effect
on the Company''s operation.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company believes, it has a duty and responsibility to give back to
the country and the society that have enabled the Company to scale
great heights. The Company continues to be involved in various CSR
initiatives on several fronts. The Company spreads awareness on the
importance of cleanliness and hygiene amongst school children and
hospitals.
Kokuyo Camlin''s Tarapur location has taken an initiative in the name of
"IDEAL SCHOOL PROJECT" in association with Quality Circle Forum of
India and Lions Club with an objective of promoting cleanliness and
hygiene at the Schools in Tarapur Area.
"Camlin kids Power" is a social awareness initiative by Kokuyo Camlin
that uses Art, Music and progressive learning techniques to gain an
understanding of important social issue which had organized a "Swachh
Bharat Campaign" in Dharavi slums.
The Company has carried out this campaign voluntarily for the year
under review as Section 135 of the Companies Act, 2013 was not
applicable to the Company.
CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted code of Ethics and business conduct which lays
down principles and standards that should govern the actions of the
Company and employees. The Company has a vigil mechanism called
"Whistle Blower Policy" with a view to provide a mechanism for
Employees of the Company to raise concerns of any violations of any
legal or regulatory requirement, incorrect or misrepresentation of any
financial statements and reports etc. The Company is committed to
adhere to the highest standard of ethical, moral and legal conduct of
business operations.
The Company has taken steps to establish Vigil Mechanism for Directors
and Employees of the Company. The details of the Policy is posted on
the website of the Company.
INSURANCE:
The Company''s plant, property, equipments and stocks are adequately
insured against major risks. The Company also has appropriate
liability insurance covers particularly for product liability. The
Company has also taken Directors'' and Officers'' Liability Policy to
provide coverage against the liabilities arising on them.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. J. H. Ranade &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2014-2015. The
Secretarial Audit Report is annexed herewith. The report does not
contain any qualifications.
AWARDS/RECOGNITION/RANKINGS:
The Company was awarded as "Asia''s Most Promising Brand" under the
stationery category in the event titled Asia''s most promising Brands
2014.
Our team members from "Tarapur" and "Vasai" Factory locations also
won Gold Trophies at the "Kaizen Competition" organized by Quality
Circle Forum of India (QCFI).
The Company also received recognition in the Indian Digital Media
Awards (IDMA) 2014 with a Silver award for our website and Camlin
Experience App.
The Gangyal plant in Jammu & Kashmir got the ISO 9001:2008
certification during the year.
The Company completed 50 years of colour manufacturing this year. On
this occasion a special exhibition titled "50 years of Camel colours"
was held showcasing pages from the 50 years history of colour making in
India by Camel.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
In support of the green initiative of the Ministry of Corporate
Affairs, the Company has also decided to send the Annual Report through
email to those shareholders who have registered their email id with the
depository participant/Company''s Registrar and Share Transfer Agent. In
case a shareholder wishes to receive a printed copy he/she may please
send a request to the Company which will send the Annual Report to the
shareholder.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules,
2014. The instructions for e-voting is provided in the Notice.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as Annexure "A".
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure "B".
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
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
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
ACKNOWLEDGEMENT:
Your Directors express their gratitude to the members, bankers,
customers, financial institutions and other business constituents for
their continued faith, assistance and support extended to the Company.
Your Directors also sincerely appreciate the high degree of
professionalism, commitment and dedication displayed by employees at
all levels thereby contributing largely to the growth and success of
the Company.
Your Directors also wish to place on record their appreciation for the
support and guidance provided by its parent Companies, Kokuyo Co. Ltd.
and Kokuyo S&T Co. Ltd., Japan.
For and on behalf of the Board
DILIP DANDEKAR
Chairman & Executive Director
Place: Mumbai
Dated: 14th May, 2015.
Mar 31, 2014
The Directors have pleasure in presenting herewith the 67th Annual
Report and Audited Statements of Account for the Financial Year ended
31st March, 2014.
FINANCIAL RESULTS:
(Rs. in Lacs)
2013-14 2012-13
Profit/(Loss) Before Tax (1323.49) (1878.00)
Less: Provision for Tax
- Current  Â
- Deferred (166.29) (560.32)
- Prior Years (Net) 1.10 26.01
Profit/(Loss) After Tax (1158.30) (1343.69)
Balance bought forward
from last year 974.77 2318.46
Balance Carried forward (183.53) 974.77
OPERATING PERFORMANCE:
During the year the Company reported net sale of Rs.46814.51 Lacs as
compared to Rs.43591.52 Lacs for the last year representing an increase
of 7.39% over the previous year. In spite of increase in net sales the
performance of your Company has resulted in a loss of Rs.1158.30 Lacs as
against a loss of Rs. 1343.69 Lacs in the previous year.
In spite of various cost reduction measures, the high operating cost
continued to affect the profitability as the Company could not scale up
its sales in line with the business plan owing to adverse market
conditions. Your Company initiated several measures like revamping
product packaging, reduction in fixed cost, product innovation,
indigenization of imported components to reduce production cost with a
view to improve profitability which will yield results in future.
The performance review, outlook and strategy have been spelt out in
depth in the Management Discussion and Analysis which forms part of
this Directors Report.
In view of the loss, the Board of Directors regrets its inability to
recommend any dividend on Equity Shares.
CHANGES IN CAPITAL STRUCTURE
Allotment of Equity Shares on exercise of Employee Stock Options:
During the year under review, the Company allotted 97,625 Equity Shares
upon exercise of Stock Options to the eligible employees under the said
ESOP scheme. The applicable disclosure as at 31st March, 2014 as
stipulated under the SEBI Guidelines is given in annexure A to this
report.
Issue of Right Shares
During the year under review, the Company had filed Letter of Offer
("LOF") dated 26th July, 2013, with SEBI for issue of 33,319,505 equity
shares of Rs. 1.00 each to existing shareholders on Rights Basis in the
ratio of 14 Rights Share for every 29 equity shares held on record date
i.e. 2nd August, 2013 at issue price of Rs.33.00 each (including share
premium). The Rights Issue of the Company was opened on 12th August,
2013 and closed on 27th August, 2013. The basis of allotment was
finalised on 2nd September, 2013 in consultation with the National
Stock Exchange of India Limited and as per the basis of allotment the
Rights Issue Committee on 2nd September, 2013, allotted 31,283,831
Equity shares fully paid up to the eligible shareholders Shares
allotted pursuant to rights issue were listed on BSE Ltd and The
National Stock Exchange of India Limited on 5th September, 2013.
Out of the proceeds of the Rights Issue, as on 31st March, 2014, the
Company has utilised amount aggregating to Rs. 2244.56 Lacs towards the
Objects of the Issue, as stated in the Letter of Offer. The balance
unutilised funds have been kept in current account/ fixed deposits with
banks.
Consequent to allotment of the aforesaid shares, the Issued, Paid Up
and Subscribed Equity Capital of the Company increased from Rs. 689.22
Lacs as on 31st March, 2013 to Rs. 1003.04 as on 31st March, 2014,
MANAGEMENT DISCUSSION AND ANALYSIS
Economic Overview
The global economy continued its uphill struggle as it faced stiff
challenges in almost all regions and major economic groups. The
UN-World Economic Situation and Prospects (Pre-Release 2014) states
that the World Gross Product (WGP) grew by 2.1 per cent in 2013 and by
2.9 per cent based on Purchasing Power Parity (PPP). Among the
developed economies, GDP in the United States of America is expected to
have grown at 1.6 per cent compared to a 2.8 per cent 2012. In the
emerging Asian economies of China and India, growth which had already
slowed down in 2012, faced new headwinds on both international and
domestic fronts. China seems to have halted the slowdown in the last
quarter on 2013 and is estimated to have grown its GDP by 7.5 per cent
in 2013, while the Indian economy grew by [4.7 Â 4.9] per cent in the
financial year 2013-14.
In India, domestic factors like inflation, falling currency, tight
monetary policy and high interest rates continued to slow down growth
in almost all key sectors of the economy. Inflation remained above 6
per cent throughout the year and the Indian Rupee fell to a precarious
low of Rs. 69 to the US Dollar in August.
Industry Overview
The Indian stationery industry is very heterogeneous comprising of a
wide array of products ranging from pens to printing to notepads to
inks to colours and many more. The industry is highly fragmented one,
with the unorganised sector constituting almost 85 per cent. The
industry is also highly fragmented in terms of regions, with a large
number of small units scattered all over the country.
On the basis of usage, the industry can be broadly divided into two
distinct segments :
Of the two key segments by usage, the school stationery segment is
estimated to be around Rs. 9,000 crores annually, whereas the office
stationery segment is estimated to be in about Rs. 5,000 crores annually.
The Indian stationery market is closely co-related to the literacy in
general and the education sector in particular. With the second largest
population in the world at over 1.3 billion people with one of the most
favourable demographics in terms of young population, India remains a
key market for education.
In addition, the economic growth, particularly the burgeoning
middle-class has given a fresh impetus to growth education. The
Government has also made education a key thrust area with a target to
increase literacy rates from 70% in 2011 to 85%. The last few years
have witnessed rapid growth in the education sector, with remarkable
increases in number of secondary schools, colleges, universities, as
well as in increase in student enrolment and Gross Enrolment Ratios
(GER).
The stationery industry has been going through a phase of changes and
transformation. The industry has seen many new entrant in the last few
years, both domestic as well as international. There has been a spurt
in the number of foreign players who have entered the industry either
through own presence or through tie-ups with Indian players. Innovation
and introduction of new product categories, driven by sustained
marketing campaigns are key drivers of growth. The industry is also
going through a radical shift as far as focus is concerned. While the
focus was purely on cost reduction, the focus has now shifted to R&D
and Safety, both of which are emerging as crucial factors in winning
the last mile customer by delivering new products as well as products
that are safe and last longer.
Business Overview
Kokuyo Camlin Limited (KCL) is one of the oldest companies in India in
the stationery business. It has a rich and proud legacy of three
generations that started more than 80 years ago in the early 1930s. The
Company was started as a partnership firm, Dandekar & Co. to
manufacture fountain pen ink, stamp inks, adhesive paste, gum, sealing
wax, chalks, etc. In 1946, Camlin Private Ltd. acquired the business of
Dandekar & Co. as an ongoing concern. In 1988, the Company became a
Public Limited Company, and got listed on the Bombay Stock Exchange.
Recently, in 2011, Kokuyo S & T CO., Ltd, a major Japanese stationery
corporation, acquired a majority stake in the Company and the Company
was renamed Kokuyo Camlin Limited.
The products manufactured by the Company are broadly classified into
(1) School and Education Products (2) Fine Art and Hobby Materials and
(3) Office Stationery. The products include technical and drawing
instruments, writing instruments, office stationery, adhesives, notebooks,
fine art, hobby art and scholastic products.
The Company owns two most enduring consumer brands in the Indian
stationery market - CAMEL and CAMLIN.
The key strengths of the Company are : Strong Brand connect and
association Extensive and Pan-India supply and distribution network
Synergistic Alliance with Kokuyo S&T Experienced Promoters Extensive
Product Range
Dominant position in the market segment were it is operating.
Recent Developments
In line with the shifts happening in the overall stationery industry,
the Company has taken a long-term and strategic decision to BUILD UP
its CAPACITY, CAPABILITY and COMPETENCY. The Company has concluded a
Rights Issues in 2013 for Rs. 10323.66 Lacs. The proceeds of this Rights
Issues are to be used for setting up of an integrated manufacturing and
assembling facility. This new facility will be spread over 14 acres of
land in the Additional Industrial Area of MIDC at Patalganga
(Maharashtra). The land has already been acquired and work on the new
facility has commenced. With the completion of this new facility, the
Company will acquire newer and bigger economies of size, scale and
scope.
Review of Performance During the Year
During the year the Company achieved the net sale of Rs.46814.51 Lacs as
compared toRs.43591.52 Lacs for the last year representing an increase of
7.39% over the previous year. Out of the above approximately 5% growth
came by way of volume growth and rest was through price rise. Though
school and education products and fine art & hobby materials registered
a healthy growth, office products growth was muted. Modern trade and
exports also showed a high growth.
A few products like notebooks and Kokuyo office products were
introduced in select markets during the last quarter of FY 2014, and
met with encouraging results. These products will be rolled out to
newer markets during the year.
The Company is currently in the BUILDING UP phase and is focussed on
completion of its new integrated and assembling facility at Patalganga.
On the operational front, the Company has leveraged Kokuyo S & T''s
specific know-how, management practises and expertise like Kaizen to
better its quality at source.
The Company has taken several initiatives during the year in marketing,
cost-competitiveness, supply- chain effectiveness, R&D focus and launch
of new products. The Company has also re-structured itself internally
to de-layer decision-making, which are now more proactive and prompt,
in addition to being transparent. The Company believes that all these
steps are in the right direction to emerge more competitive, more
capable and more competent.
Review of Financial Performance
Your Company continued to focus on optimum levels of
inventory, operating efficiencies and cost saving across the
organisation.
The analysis of major items of the financial statements is shown below.
Revenue from operations:
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Revenue from operations 43591.52 46814.51 7.39
The increase was due to increase in sales volume and partly due to
increase in selling prices of certain products.
Other Income
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Other Income 25.47 582.09 2185.39
The increase is on account of interest income earned on funds raised
through Right Issue of Equity Shares, amounting to Rs. 10156.43 Lacs (net
of issue expenses) which has been kept as Fixed Deposits with banks
until utilisation.
Cost of Material
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Cost of Material 29493.15 30152.01 2.19
The increase is due to increase production and inventory as compared to
last year but comparatively less due to improved product mix, benefit
of cost reduction and conversion of trading to manufacturing.
Employee benefit expenses
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Employee benefit expenses 5,141.99 5,466.16 6.30
The increase is due to annual increments given to employees.
Finance cost
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Finance cost 734.60 876.97 19.38
Finance cost has increased due to increased utilisation of overdraft
facility and also there has been increase in interest rates charged by
banks compared to previous year.
Depreciation
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Depreciation 764.21 857.25 12.18
Increase in depreciation is due to addition in fixed assets worth Rs.
1771.54 Lacs in FY 13-14 as compared to Rs. 1131.86 Lacs in FY 12-13.
Other expenses
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Other expenses 9361.04 10882.38 16.25
The increase in other expenses is due to increased cost of services and
other operating expenses, growth in scale of operation, conversion of
certain products from erstwhile trading to manufacturing and losses
suffered in view of foreign exchange fluctuations.
Exceptional items
(Rs. in Lacs)
FY 2013 FY 2014 Change %
Exceptional items  485.32 Â
Exceptional Item in FY 13-14 is due to waiver of advance given to
Subsidiary Company viz. Alphakids Learning and Activity Centre Limited
(formerly known as Camlin Alphakids Limited) and also provision has
been taken for diminution in value of investments in that subsidiary
Company.
Outlook of Business
The outlook for the stationery industry in India continues to remain
positive. The Government continues its strong focus on improving
education and increasing literacy in the country. It has sent an
enrolment target of 35.9 million by the end of the 12th Five Year Plan
(2012-17). Under the non-planned expenditure, the Government has
estimated Rs. 11,247 crores for education in 2013-14. To increase
secondary education in the country, a sum of Rs. 7,710 crore has been
allotted in the Union Budget of 2013-14, and a sum of Rs. 16,210 crore
has been allotted in the Union Budget 2013-14 to improve Higher
Secondary education in the country.
Besides the education segment, the office stationery segment is also
poised for growth. The Company is well-positioned to take advantage of
these opportunities in the industry. The Company is a dominant player
in the two key businesses of the Company, namely the School and
Education Products and Fine Art and Hobby Materials segment. In the
office stationery market, the Company has added to its strength through
its alliance with Kokuyo S & T The Company plans to garner a larger
share of the office stationery market with launch of more Kokuyo
products.
Risks
Cyclical Business
The school stationery business of the Company is directly linked to the
school calendars, and therefore, is highly cyclical in nature, with a
strong revenues coming at the start of the school term compared to the
mid-term or end of term periods. However, the Fine Arts and Hobby
Products and office products business of the Company is relatively more
well-spread across the year, which ensure relatively stable and steady
cash flows and reduce the risk of extreme cash flow fluctuations.
Competition
The stationery business in India is highly fragmented with a large
portion of the market being catered by the unorganised sector. This
makes the business extremely competitive particularly from a price-
sensitivity context as well as higher costs for reaching to customers.
The Company has various strengths that counter and mitigate this
significant risk. These include its two flagship brands, CAMEL and
CAMLIN that are extremely strong in the market and have a high resonance
with customers. Another key strength of the Company is its vast range of
products, numbering more than 2000 SKUs that penetrate all markets segments
and categories. With timely marketing initiatives like new product launches,
brand promotion, sampling driven by thorough and regular market research and
customer-centric feedback systems like readers'' forum, the Company
believes it can overcome the risk of competition.
Raw Materials  Supply and Costs
The performance of the Company is linked to the availability and costs
of raw materials and fuel. Abrupt increases in commodity prices, like
in Fiscal 2013 affect the financial performance of the Company in terms
of sales, profitability and cash-flows. The Company in some of its
segments has been successful in passing over these to the customers,
and therefore, these risks do not have that much bearing on sales and
profitability. However, these risks might affect the cash- flows of the
Company due to a time-lag between rise in prices of raw materials and
the changes in prices at customer end. Also, with rising competition,
the Company might not be able to fully pass on the increases to
customers.
Availability of cost-effective sources of funds
The nature of business is capital intensive. Also, the cyclical nature
of the school stationery business, means that products need to be
manufactured and put into the supply pipeline well in advance. This
does put a stress on the working capital requirement of the Company,
for which the Company needs cost- effective sources of funds. The
Company has sufficient funds from its operations, capital from
shareholders and other forms of term working capital in the form of
term loans, foreign loans, cash credit, fixed deposits and loans from
banks.
Internal Control Systems and their Adequacy
The Company has internal control systems in place commensurate with the
size of business and the industry it operates in. It has well-defined
and well- documented systems, policies, procedures and guidelines to
cover all aspects of operations. The Company strictly adheres to the
laws, rules and statues of the land, and ensures compliance at all
levels and across all divisions and department. The Company regularly
undertakes internal audit which is under the supervision of its Audit
Committee. Any concerns raised are immediately address and corrected.
The Company has an well-defined MIS systems that ensures monitoring of
expenses within the budgetary allocations, and any mismatch is
immediately flagged off for attention and corrective measures.
Significant Development in Human Resources
The Company strongly believes that employees are the most valuable
resources and takes efforts to create a positive, vibrant and safe work
environment. The Company has a well-defined work culture that is based
on values like honesty, integrity, cooperation, empathy and progress.
The past year saw various HR initiatives aimed towards supporting the
Company culture from introduction of the Kokuyo Camlin Code of Conduct
to introduction of leadership competencies for the Senior Management
team.
The organisation takes efforts to ensure that we are compliant in every
aspect of our business and this was also reflected in the results of
the 360 degree survey conducted for the leadership team. The results
highlighted the leadership team being very high on compliance.
Training initiatives like Outdoor Experiential Programme for the Senior
Management Team, Managerial Skills workshops for the Sales team,
Finance for Non Finance workshops amongst others were also undertaken.
Employee Development will remain at the core of HR initiatives for the
year 2014-15. Various trainings programs have been planned with an
objective to support the employee''s skill development in an
increasingly dynamic and complex business landscape.
To enhance productivity of our employees at factories, they have been
imparted refresher trainings on quality concepts like 5S and Kaizen. It
is a proud achievement that the quality circle teams at Tarapur, Vasai
& Taloja factories have been felicitated at the Annual Quality
Convention programme held at QCFI Mumbai chapter. HR also organised
various engagement activities to boost employee morale & increase
interdepartmental bonding. The organisation believes that employees
shall be the key to the success of Kokuyo Camlin and would undertake
all efforts for their development.
As on 31st March 2014, the total numbers of employees were 1191.
Cautionary Statement
The Annual Report may contain, without limitation, certain statements
that include words such as "believes", "expects", "anticipates" and
words of similar connotation, which would constitute forward- looking
statements. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that may cause actual
performance or results to be materially different from those
anticipated in these forward-looking statements. Kokoyu Camlin is under
no obligation to update any forward-looking statements contained herein
should material facts change due to new information, future events or
otherwise.
DISINVESTMENT OF ENTIRE STAKE IN 100% SUBSIDIARY CAMLIN ALPHAKIDS
LIMITED (NOW ALPHAKIDS LEARNING AND ACTIVITY CENTRE LIMITED)
Your Company had ventured into the business of running pre-schools in
the year 2009 and had set up a wholly owned subsidiary namely Camlin
Alphakids Limited. Unfortunately since inception, this business has
been incurring huge losses & had never turned around. In the past 5
years, the financials have been EBIDTA negative and have been
continuously seeking funding from the parent Company. Till FY 13-14
your Company had invested a total sum of Rs.535.32 Lacs, out of which by
way of equity & preference capital of Rs.230.00 Lacs and advances of
Rs.305.32 Lacs, a significant portion of which was towards funding of the
losses. In the past 2 years, the performance of your Company has not
been encouraging and is incurring losses. In such circumstance, it had
become increasingly difficult to continue funding the Subsidiary. Your
Company''s core business is stationery & the losses in Camlin Alphakids
was diverting the management''s energy and focus into the non-core
business of pre schools. It was also realized that the losses in Camlin
Alphakids were deteriorating the Company''s consolidated financials and
thereby reducing the EPS and shareholder value. The Management did not
foresee any turnaround of this business in near future. The Board of
Directors and Kokuyo S & T, Co Ltd. the main promoter who holds 65.77%
of shareholding, therefore took a decision to disinvest its holding in
the subsidiary. Your Company has written off the Advance of Rs.305.32
Lacs in the year 2013-14.
In April, the entire stake of equity & preference shares amounting to
Rs.230.00 Lacs was sold to one of the promoter Mr. Dilip Dandekar along
with his family members and associate company for a total consideration
of Rs. 50.00 Lacs. The consideration was finalised based on an
independent valuation. Camlin Alphakids Limited ceases to be subsidiary
with effect from 1st April, 2014.
The aforesaid transactions for sale of stakes to the related party is
proposed by board by way of special resolution for your approval, you
are requested to approve the same.
CONSOLIDATED FINANCIAL STATEMENTS:
In line with the General Circular no 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate affairs, the Board of Directors of
your Company had passed a Resolution for giving its consent for not
attaching the financial statements of the Subsidiary Companies to the
Balance Sheet of the Company for the year ended 31st March, 2014.
The consolidated financial statements of the Company and its
subsidiaries, prepared in accordance with Accounting Standard-21 issued
by the Institute of Chartered Accountants of India also forms part of
this Annual Report.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies is attached to the accounts.
As directed by the aforesaid circular the accounts of the subsidiary
companies and related detailed Information will be made available to
any members seeking such information at any point of time. The accounts
of the subsidiary companies are also available for inspection by any
member at the registered office of the Company.
DEPOSITS:
The Company has not accepted any fixed deposits during the year. There
are no overdue deposits except unclaimed deposits amounting to Rs.0.65
lacs as at 31st March, 2014.
DIRECTORS:
Mr. R.C Bhargava relinquished his office with effect from 31st January
2014 and Mr. Hirofumi Iwatsu relinquished his office with effect from
20th March 2014. The board appointed Mr. Venkataraman Sriram i as a
Director in casual vacancy in place of Mr. R.C. Bhargava and Mr.
Yasushi Inoue as a Director in casual vacancy in place of Mr. Hirofumi
Iwatsu. Your Director feel privileged to have an association with Mr.
R.C. Bhargava & Mr. Hirofumi Iwatsu and express their appreciation for
the valuable services rendered by them during their tenure.
Impeding notification of Section 149 and other applicable provisions of
the Companies Act, 2013, your Directors are seeking appointment of Mr.
R. Sriram, Mr. Shishir Desai, Mr. Hisamaro Garugu, Mr. Devendra Kumar
Arora , Mr. V. Sriram and Mr. Noruyuki Watanabe as Independent
Directors for five consecutive years for a term up to 31st March, 2019.
Details of the aforesaid are mentioned in the Explanatory Statement
under section 102(1) of the Companies Act, 2013 of the Notice of the
67th Annual General Meeting.
Mr. Takeo Iguchi and Mr. Yasushi Inoue shall retire at the forthcoming
Annual General Meeting and being eligible offers themselves for
re-appointment.
The term of Mr. Nobuchika Doi and Mr. Takeo Iguchi both Executive
Directors which was for a period of 3 years from 1st November, 2011
expires on 31st October, 2014. The Directors are seeking appointment of
Mr. Nobuchika Doi and Mr. Takeo Iguchi as Executive Directors retiring
by rotation for a period of 3 years. Details of the proposal for
appointment of Mr. Nobuchika Doi and Mr. Takeo Iguchi are mentioned in
the explanatory statement under section 102(1) of the Companies Act
2013 of the notice of the 67th Annual General Meeting. Their
appointments are appropriate and in the best interest of the Company.
The profiles of the Directors seeking appointment/ re-appointment forms
part of the Corporate Governance Report.
None of the Directors are disqualified from being appointed as
Directors as specified in Section 274(1) (g) of the Companies Act, 1956
(Section 164 of the Companies Act, 2013).
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
i. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014 the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii. That the Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2014 and of the loss of the Company for the year under review;
iii. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2014 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2014 on a ''going concern'' basis.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital Audit has been carried out at the
specified period, by a Practicing Company Secretary.
COST AUDITORS:
In compliance with the notification no. F No 52/26/ CAB-2010 dated
January 24, 2012 issued by the Cost Audit Branch under MCA, the Company
has appointed M/s. Vinay Mulay, Cost Accountants, Mumbai as Cost
Auditor of the Company pursuant to Section 233B of the Companies Act,
1956 for the audit of cost accounts in respect of colour products
manufactured by the Company for the year ended 31st March, 2014 at the
meeting of the Audit Committee and Board of Directors held on 14th May,
2013.
The cost compliance and cost audit reports for the year ended 31st
March, 2013 was to be filed on or before 30th September, 2013. The
Company has duly filed the cost compliance and cost audit reports
before the due date on 2nd September 2013 and 5th September, 2013
respectively.
CORPORATE GOVERNANCE:
Your Company has always endeavoured to adhere to high standards of
Corporate Governance and ensured its compliance both in spirit and law.
As per the requirements of the Listing Agreements entered into with the
BSE Limited and The National Stock Exchange of India Limited a detailed
Report on Corporate Governance is given as a part of the Annual Report.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard. The Auditors'' Certificate of the
compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance. The Management
Discussion and Analysis Report also form part of this report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company had transferred a sum of Rs. 0.57 lacs during the financial
year to the Investor Education and Protection Fund established by the
Central Government. The said amount represents principal amount of
fixed deposit and interest which remain unclaimed with the Company for
a period of 7 years from their respective due dates of payment.
AUDITORS:
M/s B. K. Khare & Co., Chartered Accountants, Mumbai, Statutory
Auditors of your Company will retire at the conclusion of the ensuing
Annual General Meeting and being eligible offers themselves for re-
appointment as Statutory Auditors for the financial year 2014-15. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment.
Based on the recommendations of the Audit Committee, the Board of
Directors of the Company proposes the re-appointment of M/s. B. K.
Khare and Co., Chartered Accountants, Mumbai, as Statutory Auditors of
your Company. You are requested to appoint them.
Information pursuant to Section 217 (2A) of the Companies Act, 1956:
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975, as amended, forms part of this report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the members excluding the
statement of particulars of employees under Section 217 (2A) of the
Companies Act, 1956. Any member interested in obtaining a copy of the
said statement may write to the Company Secretary at the Registered
Office of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company believes it has a duty and responsibility to give back to
the country and the society that have enabled the Company to scale
great heights. The Company continues to be involved in various CSR
initiatives on several fronts. The Company spreads awareness on the
importance of cleanliness and hygiene amongst school children and
hospitals.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the Annexure B to this report.
ACKNOWLEDGEMENT:
Your Directors wish to express their gratitude to the Members, Bankers,
Financial Institutions and the Customers for their active support and
patronage. We also wish to acknowledge the spirit of dedication,
commitment and co-operation extended by employees at all levels.
Your Directors also wish to place on record their appreciation for the
support and guidance provided by its Parent Companies, Kokuyo Co. Ltd.
and Kokuyo S & T Co. Ltd, Japan.
For & on behalf of the Board
DILIP D. DANDEKAR
Chairman &
Executive Director
Place: Mumbai
Dated: 9th May, 2014
Mar 31, 2013
The Directors have pleasure in presenting herewith the 66th Annual
Report and Audited Statements of Account for the Financial Year ended
31st March, 2013.
FINANCIAL RESULTS:
(Rs. in Lacs)
2012-13 2011-12
Profit/(Loss) Before Tax (1878.00) 158.18
Less: Provision for Tax
Current 100.00
- Deferred (560.32) (59.44)
- PriorYear(Net) 26.01 (16.19)
Profit/(Loss) After Tax (1343.69) 133.81
Balance bought forward
from last year 2318.46 2214.65
Balance Carried forward 974.77 2348.46
Transferred to:
General Reserve 30.00
Balance Carried Forward 974.77 2318.46
974.77 2348.46
OPERATING PERFORMANCE:
During the year the Company reported net sale of Rs. 43,591.52 lacs as
compared to Rs. 38,390.35 lacs for the last year representing an increase
of 13.55% over the previous year. In spite of increase in net sales the
performance of your Company has resulted in a loss of Rs. 1,343.69 lacs
as against a profit of Rs. 133.81 lacs in the previous year.
The major contributory for this loss in the financial year under review
were increase in Input material cost, manpower cost & overheads and our
inability to pass on this increase fully to our customers.
The performance review, outlook and strategy have been spelt out in
depth in the Management Discussion and Analysis which forms part of
this Directors Report.
In view of loss, the Board of Directors regrets its inability to
recommend any dividend on equity shares.
CHANGES IN CAPITAL STRUCTURE
Allotment of equity shares on exercise of Employee Stock Options:
During the year under review, the Company allotted 20,775 Equity Shares
upon exercise of Stock Options to the eligible employees under the said
ESOP scheme. The applicable disclosure as at 31st March, 2013 as
stipulated under the SEBI Guidelines is given in annexure A to this
report.
In view of the above the Paid up Share Capital of the Company stands
increased from Rs. 689.02 lacs to Rs. 689.22 Lacs.
CONSOLIDATED FINANCIAL STATEMENTS:
In line with the General Circular no 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, the Board of Directors of
your Company had passed a Resolution for giving its consent for not
attaching the financial statements of the Subsidiary Companies to the
Balance Sheet of the Company for the year ended 31st March 2013.
The consolidated financial statements of the Company and its
Subsidiaries, prepared in accordance with Accounting Standard - 21
issued by the Institute of Chartered Accountants of India also forms
part of this Annual Report.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to Subsidiary Companies is attached to the accounts.
As directed by the aforesaid circular the accounts of the Subsidiary
Companies and related detailed Information will be made available to
any members seeking such information at any point of time. The accounts
of the Subsidiary Companies are also available for inspection by any
member at the registered office of the Company.
DEPOSITS:
The Company has not accepted any fixed deposits during the year.There
are no overdue deposits except unclaimed deposits amounting to Rs. 0.75
Lacs as at 31st March, 2013.
APPOINTMENT OF MANAGER:
In order to ensure smooth day to day operation and carrying out the
corporate vision the Board of Directors decided to appoint Mr.
Ayyadurai Srikanth as "Manager" designated as "Chief Executive Officer"
for a period of three years with effect from 1st February, 2013. The
said appointment was also approved by the members by passing Special
Resolution by way of Postal Ballot on 28th March, 2013 subject to
approval of Central Government.
The Appointment of Mr Ayyadurai Srikanth will immensely benefit the
Company for taking the Company''s long term plans.
DIRECTORS:
Mr. Shishir Desai, Mr. Hirofumi Iwatsu and Mr. Takeo Iguchi retire by
rotation and being eligible offers themselves for re-appointment. You
are requested to appoint them.
In view of the appointment of the Manager with effect from 1st
February, 2013, the Board of Directors had re-designated Mr. Dilip
Dandekar as Chairman & Executive Director and Mr. Shriram Dandekar as
Vice Chairman and Executive Director and entered in to a new agreement
with the revision in remuneration for the period of three years with
effect from 1st February, 2013.The said appointments were also approved
by members by passing Special Resolutions by way of Postal Ballot on
28th March, 2013 subject to approval of Central Government.
During the year the Board of Directors re-designated Mr. Hirofumi
Iwatsu - Executive Director as Non Executive Director with effect from
1st January, 2013.
Mr. HiroakiTakayama relinquished his office with effect from 17th
October, 2012 and the Board appointed Mr. Noriyuki Watanabe as a
Director in casual vacancy in his place. Your Director feel privileged
to have an association with the Mr. Hiroaki Takayama and express their
appreciation for the valuable services rendered by him during his
tenure.
The profiles of the Directors seeking re-appointment forms part of the
Corporate Governance Report.
None of the Directors are disqualified from being appointed as
Directors as specified in Section 274(1) (g) of the Companies Act,
1956.
RIGHTS ISSUE:
During the period under review the Board of Directors of the Company at
its meeting held on 7th August, 2012 approved the issue of Equity
Shares on rights basis up to Rs. 110 Crores and has filed the Draft
letter of offer dated 26th March, 2013 with the Securities and Exchange
Board of India (SEBI). Subsequently.the Company had received
in-principle approval from The National Stock Exchange of India Ltd.
and BSE Ltd. in respect of the proposed Rights Issue of the Company.
Proceeds of the Rights issue will be utilized for (i) Setting up of an
integrated manufacturing and assembling facility, and (ii) General
Corporate Purposes.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
i. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2013 the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii. that the Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2013 and of the loss of the Company for the year under review;
Hi. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2013 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv. that the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2013 on a ''going concern'' basis.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital Audit has been carried out at the
specified period, by a Practicing Company Secretary.
COST AUDITORS:
In Compliance with the Notification No. 52/26/ CAB-2010 dated January
24, 2012 issued by the Cost Audit Branch under MCA, the Company has
appointed M/s. P. D. Phadke & Associates, Cost Accountants, Mumbai as
Cost Auditor of the Company pursuant to Section 233B of the Companies
Act 1956 for the audit of cost accounts in respect of colour products
manufactured by the Company for the year ended 31st March, 2013 at the
meeting of the Audit Committee and Board of Directors held on 15th
June, 2012.
The cost compliance report. Audit report for the previous year ended
31st March, 2012 was to be filed on or before 30th September, 2012 and
subsequently the due date was extended till 28th February, 2013. The
Company has duly filed the cost compliance report for the year before
the extended due date on 10th January, 2013.
CORPORATE GOVERNANCE:
Your Company has always endeavored to adhere to high standards of
Corporate Governance and ensured its compliance both in spirit and law.
As per the requirements of the Listing Agreements entered into with the
BSE Limited and The National Stock Exchange of India Limited a detailed
Report on Corporate Governance is given as a part of the Annual Report.
The Company is in full compliance with the requirements and disclosures
that have to be made in this regard. The Auditors'' Certificate of the
compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance. The Management
Discussion and Analysis Report also form part of this report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company has transferred a sum of Rs. 0.31 lacs during the financial
year to the Investor Education and Protection Fund established by the
Central Government. The said amount represents interest on fixed
deposits which remained unclaimed with the Company for a period of 7
years from their respective due dates of payment.
AUDITORS:
M/s. B. K. Khare and Co., Chartered Accountants, Mumbai, Statutory
Auditors of your Company will retire at the conclusion of the ensuing
Annual General Meeting and being eligible offers themselves for
re-appointment as Statutory Auditors for the financial year 2013-2014.
The Company has received a letter from them to the effect that their
appointment, if made, would be within the limits prescribed under
section 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment. Based on the recommendations of
the Audit Committee, the Board of Directors of the Company proposes the
re-appointment of M/s. B. K. Khare and Co., Chartered Accountants,
Mumbai, as Statutory Auditors of your Company. You are requested to
appoint them.
INFORMATION PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975, as amended, forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the members excluding the
statement of particulars of employees under Section 217 (2A) of the
Companies Act, 1956. Any member interested in obtaining a copy of the
said statement may write to the Company Secretary at the Registered
Office of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company believes it has a duty and responsibility to give back to
the country and the society that have enabled the Company to scale
great heights. The Company continues to be involved in various CSR
initiatives on several fronts. The Company spreads awareness on the
importance of cleanliness and hygiene amongst school children and
hospitals
CONSERVATION OF ENERGYJECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the Annexure B to this report.
ACKNOWLEDGEMENT:
Your Directors wish to express their gratitude to the Members, Bankers,
Financial Institutions and the Customers for their active support and
patronage. We also wish to acknowledge the spirit of dedication,
commitment and co-operation extended by employees at all levels.
Your Directors also wish to place on record their appreciation for the
support and guidance provided by its Parent Companies, Kokuyo Co. Ltd.
and KOKUYO S&TCo. Ltd, Japan.
For & on behalf of the Board
DILIP DANDEKAR Chairman &
Executive Director
Place: Mumbai
Dated: 14th May, 2013
Mar 31, 2012
The Directors have pleasure in presenting herewith the 65th Annual
Report and Audited Statements of Account for the Financial Year ended
31st March 2012.
FINANCIAL RESULTS: (Rs.in Lacs)
2011-12 2010-11
Profit Before Tax 158.18 1205.71
Less: Provision for Tax Current 100.00 325.00
- Deferred (59.44) 16.20
- Prior Year (Net) (16.19) 5.83
Profit After Tax 133.81 858.68
Balance bought forward 2214.65 1634.82
from last year
Less-prior year appropriation - 0.25
(Dividend and Tax thereon)
Balance Carried forward 2348.46 2493.25
Transferred to:
Proposed Dividend - 152.66
Corporate Tax on Dividend - 25.94
General Reserve 30.00 100.00
Balance Carried Forward 2318.46 2214.65
2348.46 2493.25
OPERATING PERFORMANCE:
During the year the Company reported income from operations of Rs
38390.35 Lacs as compared to Rs 35825.33 Lacs for the last year
representing marginal growth over the previous year. Profit before tax
for the year ended 31st March,2012 was Rs 158.18 lacs against Rs 1205.71
lacs of the previous year. The main reason for decline in profitability
was on account of increase in manpower cost, Sales and Marketing spend
and other operating expenses.
The performance review, outlook and strategy have been spelt out in
depth in the Management Discussion and Analysis which forms part of
this Directors Report.
With a view to conserve the resources of the Company, the Board of
Directors has not recommended dividend on Equity Shares.
ACQUISITION OF MAJORITY STAKE IN THE COMPANY BY KOKUYO S&T CO., LTD.
JAPAN
During the year the Company had executed Share Subscription and Joint
Venture Agreement between the Company, its Promoters and KOKUYO S&T
Co., Ltd. Japan (KOKUYO).
In terms of the said Agreement, KOKUYO has acquired 3,48,36,220 Equity
shares of Rs 1/- each representing 50.27% Equity stake and voting rights
in the Company as per the SEBI (Substantial Acquisition and Takeover)
Regulations 1997. The details are given below:
Date of acquisition Particulars No.of % of
shares share holding
8th July, 2011 Allotment of
shares on
69,34,000 10%
Preferential
basis at Rs
85/- per share
13th October, Acquisition of
shares 1,38,57,370 20%
2011 under open
offer pursuant
to regulation 10
& 12 of the SEBI
(substantial
Acquisition
of shares and
takeover)
Regulation,
1997 at Rs 110/-
per share
13th October, Acquisition of
Shares from 1,40,44,850 20.27%
2011 some of the
promoters of
the Company at Rs
110/- per share
Total 348,36,220 50.27%
*on fully diluted basis
Accordingly the Company became a subsidiary of KOKUYO S&T Co., Ltd.
effective from 13th October 2011. Further KOKUYO S&T Co., Ltd. Japan
became promoter of the company effective from 13th October 2011.
KOKUYO S&T Co., Ltd. is a 100% subsidiary of KOKUYO Co., Ltd. which was
founded over 100 years ago in Osaka, Japan. It is a leading Company
that manufactures and markets office stationery and supplies, furniture
for offices, public spaces. Both these are under the brand name KOKUYO.
It also has a retail mail-order business under the KAUNET brand. KOKUYO
S&T Co., Ltd. is leader in office stationery products with particular
strength in notebooks and office supplies. Its KOKUYO brand is well
known both in office stationery and office furniture segments.
CHANGES IN CAPITAL STRUCTURE Allotment of Equity Shares on Preferential
Basis:
In terms of the approval received from the members at the
Extra-ordinary General Meeting held on 29th June 2011, 69,34,000 Equity
Shares of Rs 1/- each at a price of Rs 85/- per share were allotted on
preferential basis to KoKuYo S&T Co., Ltd. Japan on 8th July 2011
subject to lock in period of one year from the date of allotment in
accordance with SEBI (ICDR Regulations 2009).
out of the proceeds received by way of Preferential Allotment of Rs
5893.90 lacs, the Company utilized Rs 644.94 lacs towards Capital
Expenditure, Rs 490.00 lacs towards repayment of Long term loans, Rs
1025.00 lacs is maintained as Time Deposits with Banks and balance
amount of Rs 3733.96 lacs in Working Capital.
Allotment of shares on exercise of Employee Stock Options:
In accordance with the Employee Stock option (ESoP)Scheme final vesting
i.e. 30% of the total options granted under ESoP scheme vested to the
Employees of the Company on 21st July, 2011.
During the year under review, the Company allotted 9,03,038 Equity
Shares upon exercise of Stock options to the eligible employees under
the said ESoP scheme.
In view of the Preferential allotment and Shares allotted under ESoP,
the Paid up Share Capital of the Company stands increased from Rs 610.65
lacs to Rs 689.02 lacs.
The applicable disclosure as stipulated under the SEBI Guidelines as at
31st March, 2012 is given in annexure A to this report.
CONSOLIDATED FINANCIAL STATEMENTS:
In line with the General Circular No. 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate affairs, the Board of Directors of
your Company had passed a Resolution for giving its consent for not
attaching the financial statements of the Subsidiary Companies to the
Balance Sheet of the Company for the year ended 31st March, 2012.
The consolidated financial statements of the Company and its
Subsidiaries, prepared in accordance with Accounting Standard - 21
issued by the Institute of Chartered Accountants of India also forms
part of this Annual Report.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to Subsidiary Companies is attached to the accounts.
As directed by the aforesaid circular the accounts of the Subsidiary
Companies and related detailed Information will be made available to
any members seeking such information at any point of time. The accounts
of the Subsidiary Companies are also available for inspection by any
member at the registered office of the Company.
DEPOSITS:
The Company has not accepted any fixed deposits during the year. There
are no overdue deposits except unclaimed deposits amounting to Rs 1.19
Lacs as at 31st March, 2012.
DIRECTORS:
The Company has appointed Mr. Takuya Morikawa, Mr. Ravindra Chandra
Bhargava,Mr.Hisamaro Garugu and Mr. Hiroaki Takayama on 19th October,
2011 and Mr. Devendra Kumar Arora on 17th January, 2012 as an
Additional Directors. Except Mr. Takuya Morikawa, others Directors are
Independent Directors.
The Company had also appointed Mr. Nobuchika Doi, Mr. Hirofumi Iwatsu
and Mr. Takeo Iguchi as an Additional Directors. The said Directors are
in Whole- time employment of the Company designated 'Executive
Directors' with effect from 1st November, 2011 by passing the Ordinary
Resolutions by way of Postal Ballot on 11th January, 2012.
As per the Provision of Section 260 of the Companies Act, 1956, these
Directors hold office only up to the date of forthcoming Annual General
Meeting of the Company. The Directors recommend their appointments.
During the year, the Board re-designated Mr. Shriram S. Dandekar as
Jt. Managing Director with effect from 19th October, 2011.
With effect from 19th October, 2011 Mr. Rajiv M. Dandekar, Mr. Deepak
M. Dandekar, Mr. Ashish S. Dandekar, Mr. Shishir S. Shirgaokar, Mr.
Anil C. Singhvi Mr. Vijay N. Paranjpe and Mr. Deepak K. Ghaisas
relinquished their Office. Mr. Dhananjay N. Mungale relinquished his
office with effect from 17th January, 2012. Your Director feel
privileged to have had long Association with the said Directors and
express their appreciation for the valuable services rendered by them
during their tenure.
Mr. Ramanathan Sriram retire by rotation and being eligible offer
himself for re-appointment. Directors recommended his appointment.
The profiles of the Directors seeking appointment/ re-appointment forms
part of the Corporate Governance Report.
None of the Directors are disqualified from being appointed as
Directors as specified in Section 274(1) (g) of the Companies Act,
1956.
INCREASE IN AUTHORISED SHARE CAPITAL:
To facilitate further issue of Equity Capital in future for funding
Company's growth plans, your Company has proposed to increase
Authorized Share Capital from Rs 10.00 Crores to Rs 20.00 Crores. At the
65th Annual General Meeting ordinary and special resolutions in respect
of alteration in Capital Clause of Memorandum and Articles of
Association are commended for your approval.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed:
i. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2012 the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii. that the Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2012 and of the profit of the Company for the year under review;
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2012 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv. that the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2012 on a 'going concern' basis.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital Audit has been carried out at the
specified period, by a Practicing Company Secretary.
CORPORATE GOVERNANCE:
Your Company has always endeavored to adhere to high standards of
Corporate Governance and ensured its compliance both in spirit and law.
As per the requirements of the Listing Agreements entered into with the
Bombay Stock Exchange Limited and The National Stock Exchange of India
Limited a detailed Report on Corporate Governance is given as a part of
the Annual Report. The Company is in full compliance with the
requirements and disclosures that have to be made in this regard. The
Auditors' Certificate of the compliance with Corporate Governance
requirements by the Company is attached to the Report on Corporate
Governance. The Management Discussion and Analysis Report also form
part of this report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company has transferred a sum of Rs 1.76 Lacs during the financial
year to the Investor Education and Protection Fund established by the
Central Government. The said amount represents unclaimed dividend,
Principal Amount of Fixed Deposit and interest on fixed deposits which
remained unclaimed with the Company for a period of 7 years from their
respective due dates of payment.
CHANGE IN NAME OF THE COMPANY:
To reflect the name of the holding Company, your Company had changed
its name from CAMLIN LIMITED to KoKUYo CAMLIN LIMITED and the necessary
Certificate to that effect has been received from Registrar of
Companies, Maharashtra, Mumbai on 25th January, 2012.
SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY:
With effect from 19th October, 2011, the Registered office of the
Company has been shifted from 9-B, Nanddeep Industrial Estate, J. B.
Nagar, Andheri (E), Mumbai - 400 059 to 48/2, Hilton House, Central
Road, MIDC, Andheri (East), Mumbai - 400 093.
AUDITORS:
The retiring Auditors, B. K. KHARE and Co., Chartered Accountants,
Mumbai, being eligible have given their consent for re-appointment for
the year 2012-2013.
Information pursuant to Section 217 (2A) of the Companies Act, 1956:
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975, as amended, forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the members excluding the
statement of particulars of employees under Section 217 (2A) of the
Companies Act, 1956. Any member interested in obtaining a copy of the
said statement may write to the Company Secretary at the corporate
office of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company believes it has a duty and responsibility to give back to
the country and the society that have enabled the Company to scale
great heights. The Company is involved in various CSR initiatives on
several fronts. The Company spreads awareness on the importance of
cleanliness and hygiene amongst school children and hospitals for the
last 3 years.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the annexure B to this report.
ACKNOWLEDGEMENT:
Your Directors wish to express their gratitude to the Members,
Depositors, Bankers, Financial Institutions and the Customers for their
active support and patronage. We also wish to acknowledge the spirit of
dedication, commitment and co-operation extended by employees at all
levels.
For & on behalf of the Board
DILIP DANDEKAR
CHAIRMAN & MANAGING DIRECTOR
Place: Mumbai
Dated: 15th June, 2012.
Mar 31, 2011
The Directors have pleasure in presenting herewith the 64th Annual
Report and Audited Statements of Account for the Financial Year ended
31st March, 2011.
HIGHLIGHTS OF 2010-11:
- Net Sales were at Rs. 35723.22 Lacs as compared to Rs. 33033.76
Lacs.
- Profit before tax was at Rs. 1205.71 Lacs as compared to Rs.
1657.39 Lacs.
- The Directors have recommended a lower dividend at the rate Rs.
0.25 per share on face value of Rs. 1/- each.
FINANCIAL RESULTS: (Rs. Lacs)
2010-11 2009-10
Profit Before Extraordinary/ 1312.38 1824.47
Exceptional Item &Tax
Less: Exceptional item 106.67 -
Extraordinary item
(Amortisation of VRS cost) - 167.08
1205.71 1657.39
Less: Provision for Tax
- Current 325.00 390.00
- Deferred 16.20 43.10
-Prior Year (Net) 5.83 20.06
Profit After Tax 858.68 1204.23
Balance brought forward 1634.82 983.06
from last year
Less: Prior year appropriation 0.25 -
(Dividend and Tax thereon)
Balance Carried forward 2493.25 2187.29
Transferred to:
Proposed Dividend 152.66 301.27
Corporate Tax on Dividend 25.94 51.20
General Reserve 100.00 200.00
Balance Carried Forward 2214.65 1634.82
2493.25 2187.29
OPERATING PERFORMANCE:
During the year your Company reported a net sales of Rs. 35723.22 Lacs
as compared to Rs. 33033.76 Lacs for the last year representing
marginal growth over the previous year. Profit before Tax for the year
ended 31st March, 2011 was lower at Rs. 1205.71 Lacs as against Rs.
1657.39 Lacs for the previous year.
Inspite of marginal growth in net sales the profitability for the year
was impacted adversely on account of
Increase in Raw Material Cost, Overheads and Interest on borrowings.
EMPLOYEE STOCK OPTION SCHEME:
In accordance with the Employee Stock Option Scheme, the Remuneration
and Compensation Committee, on 21st July, 2008 had approved the grant
of 25,72,500 Equity Shares of Rs. 1 /- each at an exercise price of Rs.
16/- per share. On 20th July, 2010 second 30% of the total options
granted under ESOP scheme vested to the Employees of the Company.
During the year under review, the Company allotted 8,11,012 Equity
Shares upon exercise of Stock Options to the eligible employees under
the said ESOP scheme.
The applicable disclosure as stipulated under the SEBI Guidelines as at
31st March, 2011 is given in annexure A to this report.
DIVIDEND:
The Directors recommended payment of lower Dividend of Rs. 0.25 per
Equity Share of Rs. 1 /- each.
SHARE SUBSCRIPTION AND JOINT VENTURE AGREEMENTS WITH K0KUY0 S&T CO.
LTD.
On 30th May, 2011, Share Subscription and Joint Venture Agreements were
executed between the Company, its promoters and Kokuyo S&T Co,. Ltd.,
Japan, (Kokuyo) which is a 100% subsidiary of Kokuyo Co,. Ltd., a
leading Company in Japan with over 100 years of experience in
stationery and furniture products, design and construction of office &
store interiors, mail order business, lifestyle retail and
distribution. These products and services play a vital role in
fulfilling the needs of homes, schools and offices. The products of
the Company and that of Kokuyo are complimentary to each other and if
combined would build a complete range of products, offerings in the
stationery business.This collaboration with Kokuyo will promote the
long term relationship which will benefit the Company enabling it to
offer a wider range of products in the Indian market.
Further, to augment its long term resources for its capital expenditure
and for implementing the future growth plan of the Company, the Board
on 30th May, 2011 also approved the proposal for preferential
allotment of 6934000 Equity Shares of Rs. 1 /- each at a price of Rs.
85/- per share (aggregating to 10% of the total equity capital) which
Kokuyo has agreed to subscribe. An Extra Ordinary General Meeting of
the Company has been convened for 29th June, 2011 for seeking the
approval of the members. The price of Rs. 85/- per share is not less
than the minimum price at which Equity Shares are permitted to be
issued as per Chapter VII of the Securities and Exchange Board of India
(Issue of Capital and Disclosure) Regulations 2009. In connection with
the said issue, Kokuyo has executed a Share Subscription Agreement on
30 th May 2011 with the Company.
Under the Joint Venture Agreement, some of the promoters of the Company
have agreed to sell approximately 23% Equity Shares of the current
Equity Share Capital to Kokuyo, subject to Kokuyo making an open offer
to acquire 20% share from the public shareholders under the Securities
and Exchange Board of India (Substantial Acquisition of Shares and
Takeover) Regulations, 1997. Upon acquiring shares under the
preferential allotment, transfer of shares by promoters and after
acquiring shares under the open offer Kokuyo would be holding
approximately 50.30% of the fully diluted Equity Capital of your
Company.
SUBSIDIARY COMPANIES:
In terms of provision of Section 212(8) of the Companies Act, 1956,
Copies of Balance Sheet and Profit & Loss Account, Report of the
Directors and Auditor of the Subsidiaries have not been attached to the
Annual Accounts of the Company. These documents will, however, be made
available upon request by any member of the Company and also available
on the Companys web-site www.camlin.com. The financial data of the
Subsidiaries have been annexed and forms part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS:
As required under Clause 32 of the Listing Agreement and Accounting
Standard No.21 .issued by the Institute of Chartered Accounts of India,
the Consolidated Financial Statements for the year ended 31st March,
2011 have been prepared by the Company and the said audited statements
form part of the Annual Report.
DEPOSITS:
The Company has not accepted any fixed deposits during the year.There
are no overdue deposits except unclaimed deposits amounting to Rs. 2.09
Lacs as at 31st March, 2011.
DIRECTORS:
Mr. Deepak M. Dandekar, Mr. Shishir B. Desai, and Mr. Ramanathan Sriram
retire by rotation and being eligible offer themselves for
re-appointment. You are requested to re-appoint them.
At the 64th Annual General Meeting four Special Resolutions are
commended for your approval. The Resolutions at item no. 7 to 10 are
for payment of remuneration to Wholetime Directors for the period 1st
April, 2010 to 31st March, 2013 as earlier approved by the Remuneration
and Compensation Committee and the shareholders at the 63rd Annual
General meeting of the company held on 29th June, 2010.
None of the Directors are disqualified from being appointed as
Directors, as specified in Section 274 (1) (g) of the Companies Act,
1956.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
I. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2011 the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
II. that the Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2011 and of the profit of the Company for the year under review;
III. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2011 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
IV. that the Directors have prepared the Annual Accounts for the
financial year ended 31st March 2011 on a going concern basis.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital Audit has been carried out at the
specified period, by a Practicing Company Secretary. The findings of
the Secretarial Audit were entirely satisfactory.
CORPORATE GOVERNANCE:
Your Company has always endeavored to adhere to high standards of
Corporate Governance and ensured its compliance both in spirit and law.
As per the requirements of the Listing Agreements entered into with the
Bombay Stock Exchange Limited and The National Stock Exchange of India
Limited a detailed Report on Corporate Governance is given as a part of
the Annual Report.The Company is in full compliance with the
requirements and disclosures that have to be made in this regard. The
Auditors Certificate of the compliance with Corporate Governance
requirements by the Company is attached to the Report on Corporate
Governance. The Management Discussion and Analysis Report also form
part of this report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company has transferred a sum of Rs. 1.45 Lacs during the financial
year to the Investor Education and Protection Fund established by the
Central Government. The said amount represents unclaimed dividend, and
interest on fixed deposits which remained unclaimed with the Company
for a period of 7 years from their respective due dates of payment.
AUDITORS:
The retiring Auditors, B. K. KHARE and Co., Chartered Accountants,
Mumbai, being eligible have given their consent for re-appointment for
the year 2011-2012. You are requested to appoint them.
INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975,
as amended, forms part of this report. However, as per the provisions
of Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and
Accounts are being sent to the members excluding the statement of
particulars of employees under Section 217(2A) of the Companies Act,
1956. Any member interested in obtaining a copy of the said statement
may write to the Company Secretary at the corporate office of the
Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Camlin believes it has a duty and responsibility to give back to the
country and the society that have enabled the Company to scale great
heights. Camlin is involved in various CSR initiatives on several
fronts. The Company spreads awareness on the importance of cleanliness
and hygiene amongst school children and hospitals for the last 3 years,
The Company sponsors drawing material and colours for several schools
across the country as well as for mentally challenged children to
foster their creative skills. Camlin has also undertaken several
activities to promote art in the country including the Annual All India
Camel Colour Contest, All India Art Teachers Art exhibitions which aim
to promote artistic talent amongst art teachers as well as the Camel
Art Foundation which organises regional art exhibitions for
professional artists and fine art students.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the annexure B to this report.
ACKNOWLEDGEMENT:
Your Directors wish to express their gratitude to the Members,
Depositors, Bankers, Financial Institutions and the Customers for their
active support and patronage. We also wish to acknowledge the spirit of
dedication, commitment and co-operation extended by employees at all
levels.
For & on behalf of the Board
DILIP D. DANDEKAR
CHAIRMAN & MANAGING DIRECTOR
Place: Mumbai
Dated: 30th May, 2011.
Mar 31, 2010
The Directors have pleasure in presenting herewith the 63rd Annual
Report and Audited Statements of Account for the Financial Year ended
31st March, 2010.
HIGHLIGHTS OF 2009-10:
Net Sales grew at a sizable pace and reached to Rs. 33033.76 Lacs as
compared to Rs. 28311.46 Lacs, registering a growth of about 17% over
the previous year.
m Profit before tax was at Rs. 1657.39 Lacs as compared to Rs. 955.37
Lacs registering significant growth over 73%.
s EBIDTA stood at Rs. 2924.21 Lacs against Rs. 2087.75
Lacs in the previous year registering a growth over 40%. î The
Directors have recommended a higherdividend at the rate Re. 0.50 per
share on face value of Re. l/-each. m Earnings per share almost
doubled to Rs. 2.00 as compared to Rs. 1.02 in the previous year.
FINANCIAL RESULTS: (Rs. in Lacs)
Profit Before Extraordinary 1824.47 1123.35
Item & Tax
Less: Extraordinary items
Amortisation of VRS cost 167.08 167.98
1657.39 955.37
Less: Provision for Tax -
- Current/FBT 390.00 253.00
- Deferred 43.10 85.21
- Prior Year (Net) 20.06 5.69
Profit after Tax 1204.23 611.47
Balance brought forward 983.06 657.18
from last year
Balance carried forward 2187.29 1268.65
Transferred to:
Proposed Dividend 301.27 180.00
Corporate Tax on Dividend 51.20 30.59
General Reserve 200.00 75.00
Balance carried forward 1634.82 983.06
2187.29 1268.65
OPERATING PERFORMANCE:
The performance of your Company during the year under report registered
an improvement over the previous year. Sales at Rs. 33033.76 Lacs and
Profit before Tax at Rs. 1657.39 Lacs during the year ended 31st March,
2010 represent an increase of 16.68% and 73.48% respectively, over the
previous year. This increase was mainly on account of higher capacity
utilization, effective working capital management, reduction in
material cost and marketing initiatives, undertaken during the year.
Profit after tax at Rs. 1204.23 Lacs was higher by 96.94% compared to
the previous year.
CASH FLOW MANAGEMENT:
With focus on cash flows and working capital management, your Company
continued to utilise the bank borrowing to the optimum during the year.
Internal cash accruals were effectively used for capital expenditure of
the Company. Capital Expenditure incurred during the year aggregated to
Rs.1506 Lacs. During the year your Company floated Commercial Paper of
Rs. 2000 Lacs at very low interest rate. The said Commercial Paper was
assigned "PI" rating byCRISIL.
EMPLOYEE STOCK OPTION SCHEME:
In accordance with the Employee Stock Option Scheme, the Remuneration
and Compensation Committee, on 21st July, 2008 approved the grant of
25,72,500 Equity Shares of Re.l/- each at an exercise price of Rs.16/-
per share. On 20th July, 2009, the first 40% of the total options
granted under ESOP scheme vested to the Employees of the Company.
During the year under review, the Company allotted 2,53,525 Equity
Shares upon exercise of Stock Options to the eligible employees under
the said ESOP scheme.
The applicable disclosure as stipulated under the SEBI Guidelines as at
31st March, 2010 is given in annexure A to this report.
DIVIDEND:
The Directors recommended payment of higher Dividend of Re. 0.50 per
Equity Share of Re.l /- each.
SUBSIDIARY COMPANIES:
In terms of approval granted by the Central Government under Section
212(8) of the Companies Act, 1956, Copies of Balance Sheet and Profit &
Loss Account, Report of the Directors and Auditor of the Subsidiaries
have not been attached to the Annual Accounts of the Company. These
documents will, however, be made available upon request by any member
of the Company and also available on the Companys web-site www.
camlin.com. As directed by the Central Government in its approval the
financial data of the Subsidiaries have been annexed and forms part of
this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS:
As required under Clause 32 of the Listing Agreement and Accounting
Standard No.21, issued by the Institute of Chartered Accounts of India,
the Consolidated Financial Statements for the year ended 31sf March,
2010 have been prepared by the Company and the said audited statements
form part of the Annual
Report.
I DEPOSITS:
The Company has not accepted any fixed deposits during the year.
There are no overdue deposits except unclaimed deposits amounting to
Rs. 2.59 Lacs as at 31st March, 2010.
DIRECTORS:
Mr. Dhananjay N. Mungale, Mr. Deepak K. Ghaisas and Mr. Vijay N.
Paranjpe retire by rotation and being eligible offer themselves for
re-appointment. You are requested to re-appoint them.
Mr. Dilip D. Dandekar, Chairman & Managing Director, Mr. Rajiv M.
Dandekar, Joint Managing Director, Mr. Shriram S. Dandekar and Mr.
Deepak M. Dandekar, Executive Directors have been appointed by the
Board with revision of Remuneration for a period of three year w.e.f.
1st April, 2010. In the interest of the Company, Directors recommend
their appointment. Details regarding the persons proposed to be
appointed/ re-appointed as Directors and their brief resume have been
given in the Annexure attached to the Notice.
None of the Directors are disqualified from being appointed as
Directors, as specified in Section 274 (1) (g) of the Companies Act,
1956.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
I. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2010 the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
II. that the Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March, 2010 and of the profit of the Company for the year under review;
III. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2010 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
IV. that the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2010 on a going concern basis.
SECRETARIAL AUDIT:
As directed by the Securities and Exchange Board of India (SEBI),
Secretarial Audit has been carried out at the specified period, by a
Practicing Company Secretary. The findings of the Secretarial Audit
were entirely satisfactory.
CORPORATE GOVERNANCE:
Your Company has always endeavored to adhere to high standards of
Corporate Governance and ensured its compliance both in spirit and law.
As per the requirements of the Listing Agreements entered into with the
Bombay Stock Exchange Limited and The National Stock Exchange of India
Limited a detailed Report on Corporate Governance is given as a part of
the Annual Report. The Company is in full compliance with the
requirements and disclosures that have to be made in this regard. The
Auditors Certificate of the compliance with Corporate Governance
requirements by the Company is attached to the Report on Corporate
Governance. The Management Discussion and Analysis Report also form
part of this report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company has transferred a sum of Rs. 1.85 Lacs during the financial
year to the Investor Education and Protection Fund established by the
Central Government. The said amount represents unclaimed dividend,
principal amount of fixed deposits and interest on fixed deposits which
remained unclaimed with the Company for a period of 7 years from their
respective due dates of payment.
AUDITORS:
The retiring Auditors, B.K. Khare & Co., Chartered Accountants, Mumbai,
being eligible have given their consent for re-appointment for the year
2010-2011. You are requested to appoint them.
INFORMATION PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975, as amended, forms part of this report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the members excluding the
statement of particulars of employees under Section 217 (2A) of the
Companies Act, 1956. Any member interested in obtaining a copy of the
said statement may write to the Company Secretary at the corporate
office of the Company.
CORPORATE SOCIAL RESPONSIBILITY(CSR):
Camlin believes it has a duty and responsibility to give back to the
country and the society that have enabled the Company to scale great
heights. Camlin is involved in various CSR initiatives on several
fronts. The Company spreads awareness on the importance of cleanliness
and hygiene amongst school children and hospitals. For the last 3
years, Camlin has been aiding the Rescue Foundation by giving the girls
in the Foundation oil pastel labeling work that provides them with a
source of income.
The Company sponsors drawing material and colours for several schools
across the country as well as for mentally challenged children to
foster their creative skills. Colours are also sponsored for Warli
paintings under the Adivasi
Utthan Programme. Camlin has also undertaken several activities to
promote art in the country including the annual All India Camel Colour
Contest, All India Art Teachers Art Exhibitions which aim to promote
artistic talent amongst art teachers as well as the Camel Art
Foundation which organises regional art exhibitions for professional
artists and fine art students.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the annexure B to this report.
ACKNOWLEDGEMENT:
Your Directors wish to express their gratitude to the Members,
Depositors, Bankers, Financial Institutions and the Customers for their
active support and patronage. We also wish to acknowledge the spirit
of dedication, commitment and co-operation extended by employees at all
levels.
For & On behalf of the Board
Dilip D. Dandekar
CHAIRMAN & MANAGING DIRECTOR
Place: Mumbai Dated: 29th April, 2010.
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