camex ltd share price Directors report

TO

THE MEMBERS,

Your Directors have pleasure in submitting their 34th Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended on March 31, 2023.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder:

( in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total revenue	13380.45	16343.38	14823.01	17981.67
Profit before Finance Cost, Depreciation & Amortization Expense and Tax Expense	218.75	396.28	170.30	304.21
Less: Finance Cost	99.96	121.92	144.81	130.16
Depreciation & Amortization Expense ^	32.45	87.00	32.45	87.36
Profit/(Loss) before Exceptional Item and Tax	86.34	187.36	(6.96)	86.69
Exceptional Item (Net of Income)	0.00	(320.22)	0.00	(320.22)
Profit/(Loss) Before Tax	86.34	507.58	(6.96)	406.91
Less: Tax Expenses
Current Tax ^	22.95	143.86	22.95	147.27
Deferred tax liability/(asset)	(0.16)	(58.73)	(0.16)	(58.73)
(Excess) / Short Provisions of Earlier Years ^	2.41	0.07	2.41	0.07
Profit/(Loss) for the period from continuing Operations ^	61.14	422.39	(32.16)	318.31

2. TRANSFER TO RESERVE: -The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review.

3. DIVIDEND:

The Board of Directors has decided to conserve resources and therefore, did not recommend any dividend for the financial year 202223.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review:

During the year 2022-23, the Companys standalone revenue decreased to 13380.45 Lakhs as compared to last years Sales 16343.38 Lakhs and standalone profit of the current year also decreased to 61.14 Lakhs compared to profit of 422.39 Lakhs for the previous financial year. The consolidated revenue of your Company for the year 2022-23 stood at 14823.01 Lakhs as against 17981.67 Lakhs in the previous year. The consolidated net loss for the year 2022-23 stood at 32.16 Lakhs as against net profit of 318.31 Lakhs in the previous year. Your Directors are hopeful of getting better results in the current financial year.

Your Directors believe that rising consumer spending will drive increased demand for organic colorants in textiles and plastics, while strong growth in global construction activity will boost demand in paints and coatings. Increase in value demand will reflect the growing importance of expensive, higher value dyes and pigments that meet increasingly stringent performance standards and preferences for more environmentally friendly products. Despite the healthy growth, even faster advances will be limited by a moderation in global vehicle production and slow growth in printing inks due to the challenges faced by the print media industry.

5. THE CHANGE IN NATURE OF BUSINESS:

During the year under review, the company has started new segment of Glass Fiber business of trading, buying, selling, importing, exporting and dealing in synthetic fibres, staple fibres, polyester, other fibre materials and other goods or merchandise whether textile felted, netted or looped.

6. CAPITAL STRUCTURE:

During the year under review there was no change in the capital structure of the Company.

7. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 the Annual Return of the Company as on March 31, 2023 is available on the website of the Company at https://www.camexltd.com and the weblink of the same is http://www.camexltd.com/ annual-reports.html.

8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met for seven times during the financial year under review. The dates on which the meetings were held on dtd. April 5, 2022, May 30, 2022, August 1, 2022, August 9, 2022, November 14, 2022, February 1, 2023 and February 6, 2023. For, details of the meetings of the Board please refer to the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2023 Company is not having any Subsidiary, Joint Venture or Associate Company however during the year the Company has only one wholly own subsidiary name as "Camex HK Limited" at Hongkong and company also has one subsidiary name as "Camper Metaplast LLP". Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiary in Form AOC-1 is attached to the financial statements of the Company as ANNEXURE-I and forms part of this report.

Name of Company	Address	Registration No.
Camex HK Limited*	RM A&B, 2/F Lee Kee Com Bldg, 221-227 Queens RD Central Hong Kong.	59898212-000-06-21-3
Camper Metaplast LLP**	99, 3rd Floor, Swastik Society, Camex House, Navrangpura, Ahmedabad Gujarat 380009 INDIA	AAY-8556

*During the year the company has wind up the business of Camex HK Limited, Hong Kong w.e.f 27.02.2023.

** During the year the company has withdrawn its investments in Camper Metaplast LLP w.e.f 06.02.2023.

10. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

11. DIRECTORS & KMP:

Mr. Jitendra Chopra (DIN: 00374945), Whole-time Director retires by rotation at the forth coming Annual General Meeting and being eligible offers himself for reappointment.

During the year Mr. Rahul Chopra (DIN : 02724914), was appointed as an Additional Non-Executive Director and he was regularized as Non-Executive Director by the members of the Company in the previous Annual General Meeting held on 27th August, 2022. Further during the year Ms. Kruti Shah has resigned as a Company Secretary of the Company w.e.f. 7th September, 2022 and Mr. Vishal Vadhvana was appointed as a Company Secretary of the Company w.e.f. 14th November, 2022.

12. DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that -

i In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

14. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - II attached to this report.

15. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

16. AUDITORS:

At the 33rd Annual General Meeting of the Company held on 27th August, 2022 the members had appointed M/s. Surana Maloo & Co., Chartered Accountant (Firm Registration No. 112171W), Ahmedabad as Statutory Auditors for a term of five years beginning from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held for the financial year 2026-27.

In the Board Meeting held on 29th May, 2022, M/s. Ravi Kapoor & Associates, Practicing Company Secretaries was appointed as Secretarial Auditor of the Company for the financial year 2022-23.

17. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013, and in pursuant to Reg. 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) (Amendments) Regulations, 2018 the Secretarial Audit Report for the Financial Year ended March 31, 2023 issued by Ravi Kapoor & Associates, Practicing Company Secretary is annexed to this Report as an Annexure - III.

18. COMMENTS ON AUDITORS AND SECRETARIAL AUDIT REPORT:

i. By the Auditor in his report;

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

ii. By the Secretarial Auditor in his report;

The Secretarial Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

19. FRAUDS REPORTED BY AUDITORS:

During the Year under review, no frauds were reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board.

20. CASHFLOW STATEMENT:

Cash Flow Statement is the part of Balance Sheet.

21. DETAILS OF COMMITTEES:

The details pertaining to composition of Audit Committee, Nomination and Remuneration Committee and Stake Holder Relationship Committee are included in the Corporate Governance Report, which forms part of this report.

22. VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives/Chairman of Audit Committee of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Companys website. The web link for the same is http://www.camexltd.com/policy-and-code-of-conducts.html.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility Provisions are applicable to every company having net worth of Rupees five hundred crores or more or turnover of Rupees one thousand crores or more or a net profit of Rupees five crores or more. As the said CSR Provisions are not applicable to Company, Company has not developed and implemented any Corporate Social Responsibility initiatives.

24. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB SECTION (1) OF SECTION 148 OF COMPANIES ACT, 2013 AND STATUS OF THE SAME:

Company has made and maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act. However, provisions regarding cost audit are not applicable to the Company.

25. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. Further no complaint / case have been filed / pending with the Company during the year.

26. LOANS, GUARANTEES OR INVESTMENTS:

The company did not provide any guarantee in respect of loans availed by others, under the provisions of section 186 of the Companies Act, 2013 and rules framed thereunder during the financial year under report. Details of loans and investments covered under the provisions of section 186 are given in the notes forming part of the financial statements that form part of this annual report.

27. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review Company has entered into transactions with related parties. The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC 2. (Annexure-IV).

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www.camexltd.com/policy-and-code-of-conducts.html.There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

28. INTERNAL FINANCIAL CONTROLS:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed M/s. J. K. Brahmin & Co., Chartered Accountants as an Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control for the Financial year 2023-24.

29. INSURANCE:

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - V and is attached to this report.

32. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

33. RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

34. PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

( In Lakhs)

Sr. No.	Name of Director	Median Remuneration	Ratio	% decrease in remuneration in the financial year
1.	Mr. Chandraprakash Chopra	3.19	18.84	Nil
2.	Mr. Jitendra Chopra	3.19	1.88	Nil

b. The percentage increase / decrease in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager if any, in the financial year:

Remuneration of Company Secretary was increased by 24% and remuneration of Chief Financial Officer (CFO) was increased by 11.11%.

c. The percentage increase in the median remuneration of employees in the financial year: 20.83%

d. There are 52 Permanent employees on the rolls of the Company.

e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The total turnover of the Company is 13187.53 Lakhs, which is decreased by 2966.19 Lakhs from the previous year turnover of 16153.72 Lakhs.

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

f. The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2022-23:

The Company does not have any employee who has received remuneration during the financial year, which in aggregate exceeds 1.02 Cr.

Further, Company does not have any employee who employed for the part of the year and was in receipt of remuneration for any part of that year exceeding 8.50 Lakhs per month.

The statement containing the names of top ten employees will be made available on request sent to the Company on cs@camexltd.com.

g. The Company affiirms that the remuneration is as per the remuneration policy of the Company.

34. ANNUAL PERFORMANCE EVALUATION:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

INDIVIDUAL DIRECTORS:

Independent Directors:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business leadership.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

It is Not Applicable to the Company, during the financial year.

37. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis and corporate governance report are annexed as Annexure - VI and Annexure - VII respectively to this Report.

38. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Date: 11/07/2023	Chandraprakash Chopra Chairman & Managing Director
Place: Ahmedabad	DIN: 00375421