camlin fine sciences ltd Directors report

Dear Members,

Your Directors are pleased to present the Thirtieth Annual Report of Camlin Fine Sciences Limited (the "Company" or "CFS") along with the Audited Financial Statement for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries and associate has been referred to wherever required.

1.Financial Results

Particulars	Standalone		Consolidated
	2022–23	2021–22	2022–23	2021–22
Revenue from Operations	78,943.57	68,550.81	1,68,156.40	1,41,208.91
Other Income	2,883.18	1,870.44	579.93	3,303.42
Earnings before Interest, Tax, Depreciation & Amortisation	12,755.76	7,748.23	21,310.96	15,280.84
Less: Finance Cost	5,694.24	3,342.68	5,850.48	3,576.61
Less: Depreciation & Amortisation expenses	3,282.10	2,668.28	6,251.21	5,596.47
Less: Share of Loss of associate	-	-	-	(13.33)
Profit before exceptional item and tax	6,662.60	3,607.71	9,005.54	9,397.85
Less: Exceptional Item	-	-	967.84	-
Less: Tax Expenses	1,907.13	1,020.73	4,056.66	3,360.66
Profit After Tax	4,755.47	2,586.98	3,981.04	6,037.19
Other Comprehensive Income net of tax	(65.96)	(15.16)	2,023.15	(776.56)
Total Comprehensive Income for the Year	4,689.51	2,571.82	6,004.19	5,260.63

2. Performance Review and State of Companys Affairs

2.1. Consolidated

On a consolidated basis, the revenue from operations increased from 141,208.91 lakh in FY 2021-22 to 168,156.40 lakh in FY 2022-23. There has been all round growth in all verticals with performance chemicals showing strong growth. The revenue also grew due to favourable pricing. During the year under review, the power costs in Europe witnessed exponential increase which impacted the performance but was tempered to some extent due to recovery of this increase and energy subsidy from Government of Italy. Despite of these issues, your Company has shown increase in revenues and expansion of margins. Profit before exceptional items and tax was at 9,005.54 lakh in FY 2022-23 as compared to 9,397.85 lakh in FY 2021-22. Company has also made a prudential provision for impairment loss amounting to 967.84 lakh relating to intangible assets in the nature of Process Technology relating to CFS Wanglong Flavors (Ningbo) Co Ltd. which is embroiled in a legal case against our JV partner for infringement of Intellectual Property.

2.2. Standalone

On a standalone basis, revenues grew to 78,943.57 lakh in FY 2022-23 from 68,550.81 lakh in FY 2021-22. The quantum leap in operations was triggered by increase in capacity and utilization of Diphenol manufacturing unit in Dahej. This resulted in increased throughput and corresponding increase in revenues from downstream products of Diphenol. The commercial production at our Composite Vanillin manufacturing unit situated at Dahej SEZ, Gujarat has been successfully commenced from January 22, 2023, and the plant is expected to achieve optimum capacity utilisation in the next financial year. Profit before exceptional items and tax improved to 6,662.60 lakh in FY 2022-23 from 3,607.71 lakh in FY 2021-22.

3.Management Discussion and Analysis

The management discussion and analysis as required in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI LODR") forms a part of this annual report.

4.Business & Strategy

Your Company along with its subsidiaries, is engaged in research, development, manufacturing and marketing of specialty chemicals, ingredients and additive blends which are in the broad product portfolio of:

(i) Shelf-Life Solutions

(ii) Aroma Ingredients

(iii) Performance Chemicals and

(iv) Health & Wellness

In May 2022, Company has successfully completed debottlenecking project at the Dahej Diphenol facility whereby the capacity will increase from existing 10,000 MTPA to 15,000 MTPA. This enables the company to widen its downstream products, de-risking the existing business verticals, developing natural ingredients as a parallel to the existing portfolio.

The commercial production at our Composite Vanillin manufacturing unit situated at Dahej SEZ, Gujarat has been successfully commenced from January 22, 2023.

The Company has also strategized to de-risk its Vanillin manufacturing facility in China, which is shut due to the Supreme Court order against our partner, by converting it to manufacturing Heliotropin. Company is in the process of obtaining relevant approvals from the local authorities.

Company will also embark on expanding its product basket of Diphenol downstream, so that Diphenols are further value added to optimise revenues.

Company expects a robust growth in its Blends under Shelf-Life Solutions by consolidating its dominant position in existing matured geographies. The growth will be also driven by expansion of product range in natural Blends.

5.Finance, Liquidity & Rating

The year under review has been challenging with respect to liquidity, cash flows and working capital due to the high inflationary trends, elongation of operating cycles because of the pandemic, and logistical issues. Despite increase in operations, Company has been able to maintain the working capital requirement at reasonable levels. The short-term borrowings increased to 21,968.21 lakh as on March 31, 2023, from 18,019.74 lakh as on March 31, 2022, on a standalone basis. The consolidated short-term borrowing stood at 23,328.35 lakh as on March 31, 2023, as compared to 18,100.98 lakh as on March 31, 2022.

During the year under review, to part finance our capital investment program for the erection of the Composite Vanillin manufacturing Unit in Dahej, the Company has obtained the term loan of 9,450 lakh (in equiv. USD) from the Export-Import Bank of India.

The long-term borrowings on a standalone basis stood at 38,465.71 lakh as on March 31, 2023, as compared to 26,812.78 lakh as on March 31, 2022. While on a consolidated basis, it stood at 54,630.28 lakh and 44,224.05 lakh as on March 31, 2023, and March 31, 2022, respectively.

During the year under review, the Company had the following credit ratings affirmed from India Ratings and Research Pvt. Ltd.:

(i) For Term loan: IND A-/Stable

(ii) For Fund-based limits: IND A-/Stable/IND A2+

(iii) For Non-fund-based limits: IND A2+

Further, India Ratings and Research Pvt. Ltd. has affirmed the Companys Long Term Issuer Rating at ‘IND A-, the outlook is stable.

6.Equity Share Capital

During the year, the Company issued and allotted 1,09,250 equity shares pursuant to ESOP 2018.

On May 12, 2023, the Company has allotted 1,02,58,986 fully paid-up Equity Shares of face value 1/- each of the Company to International Finance Corporation (IFC) upon conversion of Foreign Currency Convertible Bonds at a conversion price of 105/- per Equity Share (inclusive of Share Premium of 104/- per Equity Share), consequent upon receipt of notice from IFC for the said conversion. The said issued Equity Shares rank_pari passu with the existing Equity Shares of the Company in all respects.

Open Offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations):

On April 17, 2023, the Infinity Direct Holdings ("Acquirer 1") and Infinity Direct Holdings Sidecar I ("Acquirer 2") (collectively referred to as the "Acquirers") along with Infinity Holdings ("PAC 1"), Anfima Nv ("PAC 2") and one of the promoters of the Company, Mr. Ashish Dandekar ("PAC 3"), in the capacity of persons acting in concert (collectively referred to as "PACS") have entered into the Voting and Cooperation Agreement which sets out the common objective of the Acquirers and PACs, on and from the completion of the Open Offer and payment of the Offer Price to the Eligible Public Shareholders who have tendered their Equity Shares in the Open Offer (acquisition of upto 4,45,60,177 (Four Crores Forty Five Lakh Sixty Thousand One Hundred Seventy Seven) fully paid-up Equity Shares of face value of 1 each Company (each, an "Offer Share") at a price of 160/- (Indian Rupees One Hundred Sixty only) per Offer Share ("Offer Price") as per the SEBI (SAST) Regulations, of pooling their shares and voting rights in the Company together in order to jointly exercise control over the Company by:

(i) cooperating with each other in the acquisition of shares and voting rights in the Company,

(ii) consulting with each other in respect of any (intended) transfers of their equity shares of the Company, and

(iii) consulting each other and coordinating the exercise of their respective voting rights in any shareholders resolution or shareholders meeting of the Company, and

(iv) consulting with each other regarding the composition of board of directors of the Company ("Board") and the nomination of representatives on the Board.

As a result of this and pursuant to the Open Offer, the Acquirers and PAC 1 and PAC 2 will be classified as persons acting in concert with PAC 3 and each of the Acquirers, PAC 1 and PAC 2 shall be classified as promoters of the Company and shall form part of the promoter group of the Company, thereby exercising joint control over the Company.

Pursuant to the Agreement and on and from the completion of Open Offer process:

(i) the collective shareholding of the promoter and promoter group would exceed 25% of the Voting Share Capital (the total voting equity share capital of the Company on a fully diluted basis); and

(ii) the Acquirers, PAC 1 and PAC 2 would also acquire joint control over the Company with PAC 3, in terms of Regulation 4 of the SEBI (SAST) Regulations.

The Agreement is available on the Companys website at www.camlinfs.com.

7.Capital Expenditure

During the year on a consolidated basis, the capital expenditure on tangible assets stood at 31,150.52 lakh.

Post completion and erection of the Composite Vanillin manufacturing unit at Dahej SEZ, Gujarat, your Company successfully commenced the commercial production of Methyl Vanillin on January 22, 2023 at the said unit. The total cost of the project capitalised was 27497.70 lakh.

8.Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy which was approved by the Board in its meeting held on May 28, 2021. The policy is hosted on the website at https://www.camlinfs.com/ Business Conduct Ethics.

9.Dividend

In the current economic scenario, the Board is of the view that it would be prudent to utilize the retained earnings for making investments for future growth and ongoing business expansion plans, for the purpose of generating higher returns for the shareholders. In view of the same and as per the Dividend Distribution Policy, the Board of Directors have not recommended any dividend on the equity shares for the year under review.

10. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipients are provided in the note to the financial statement.

11. Transfer to Reserves

The Company does not propose to transfer any amount to General Reserve.

12. Deposits from Public

The Company has not accepted any deposits from the public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

13. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and SEBI LODR, as amended from time to time, the Company has a policy on Related Party Transactions (RPT) approved by the Board for identifying, reviewing, approving and monitoring of RPT. The RPT policy was revised pursuant to the amendment of SEBI LODR and the same is available on the Companys website at https://www. camlinfs.com/BusinessConductEthics.

All RPTs entered into during the year under review were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With the view to ensure continuity and ease of day-to-day operations an omnibus approval has been obtained for RPTs which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all RPTs including the RPTs where omnibus approval is granted, is placed before the Audit Committee on a quarterly basis.

The Company did not enter into any contracts or arrangements with related parties in terms of Sec. 188 (i) of the Companies Act and no material RPTs were entered into by the company during the year under review. Accordingly, the disclosure of RPTs as required under section 134 (3)(h) of the Act in Form AOC-2 is not applicable to the company for FY 2022-23 and hence does not form part of this Annual Report.

In terms of Regulation 23 of the SEBI LODR, the company submits details of RPTs on a consolidated basis as per the format specified in the relevant accounting standards to the stock exchange on a half-yearly basis. The details of transactions with related parties are provided in the accompanying Financial Statements.

14. Material changes and commitments a_ecting financial position

There are no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year and date of this report.

15. Subsidiary Companies and Associates

During the financial year under review, CFS PP (M) SDN. BHD., (Malaysia) was incorporated and have become subsidiary of the Company. However, as at March 31, 2023 the Company has not subscribed to the share capital.

Company has 18 subsidiaries as on March 31, 2023. The changes in subsidiaries during the year has been included in the Standalone financial statements of the Company.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-I is appended to this report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred during the financial year 2022-23.

Though, the copies of Audited/Unaudited Financial Statements of the Subsidiaries have not been attached to the Annual Accounts of the Company, these documents will be made available upon request by any member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Further, the accounts of the Subsidiaries shall also be uploaded on the Companys website and the weblink for the same is http://www.camlinfs.com/Subsidiaries.

The Policy for Determining Material Subsidiaries is disclosed on the Companys website and the weblink for the same is https://www.camlinfs.com/BusinessConductEthics.

16. Human Resource:

Human resource is undoubtedly an important asset in the Companys Business. Company emphasises the importance on the management, assistance and engagement of Human Resources with concentration on the critical functions such as policy administration, recruitment process, benefits administration, employment and labour laws, new employee orientation, continuing training and development, employee engagement and relationship, record maintenance, remuneration administration and employee assistance program. Well-being of the employee is paramount and is addressed through welfare schemes such as medical assistance, health & wellness programs and family interactions. Your Company had taken care of all the employees during the pandemic and various activities were conducted by way of vaccination drive and support during pandemic illness.

Human Capital of the Group:

Direct Employees : 865

Female Employees : 115

Employee Benefits Expenses : Rs 16,262.09 lakh

16.1 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, is annexed herewith as "Annexure A".

No employees other than Chairman and Managing Director, Managing Director and Executive Director were in receipt of the remuneration as stated in sub-rule (2) of rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and hence the relevant disclosures as stated in the said Rule (5) is not applicable.

16.2 Employee Stock Option Scheme

The details of the employee stock option scheme(s) /plan, including the terms of reference, and the requirement as stipulated under SEBI Guidelines as at March 31, 2023 is given in "Annexure B" to this report. Further, the details of these scheme / plan also form part of the Notes to Financial statements in this Annual Report.

17. Corporate Governance

17.1 Corporate Governance Report

As required under Regulation 27 of SEBI LODR 2015, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

17.2 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the said policy is to explain and encourage the directors and employees to raise any concern about the Companys operations and working environment, including possible breaches of Companys policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees. The Whistle Blower Policy is disclosed on the Companys website and the web link for the same https:// www.camlinfs.com/BusinessConductEthics.

17.3 Sexual Harassment of Women at Workplace:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee at its operational locations to address complaints against sexual harassment in accordance with the POSH Act. To build awareness in this area, the Company has been conducting online programme. Further, there were no cases/ complaints filed during the year under review.

17.4 Risk Management Policy

The Company has in place a Risk Management Policy which provides for a risk management framework to identify and assess risks such as operational, financial, regulatory and such other risks.

Your Company has laid down process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: Foreign exchange, Securing critical resources; ensuring sustainable plant operations; ensuring cost competitiveness including logistics; completion of CAPEX; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

17.5 Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

17.6 Number of Meetings of the Board

During the year, the Board met 5 (five) times. The details of the same along with other Committees of the Board are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

17.7 Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

17.8 Board Evaluation

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees, in accordance with the manner specified by the Nomination and Remuneration Committee (NRC). The evaluation was done through a questionnaire and the responses received were evaluated by the Board.

The Board, on the recommendation of the NRC, has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance evaluation & terms and conditions of appointment of Independent Directors.

The aforesaid policy, terms as well as evaluation criteria is disclosed on the Companys website at http://www.camlinfs.com/BusinessConductEthics.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying persons who are qualified to become a Director and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations.

The Policy also sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

There has been no change in the policy during the current year.

17.9 Familiarisation programme for the Directors

The details of familiarisation programmes held for the directors are disclosed on the Companys website and the weblink for the same is http://www.camlinfs.com/BusinessConductEthics.

17.10 Directors – Appointments / Re-appointments

Mr. Arjun Dukane (DIN: 06820240) and Ms. Anagha Dandekar (DIN: 07897205) are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends their re-appointments.

As required under the SEBI LODR particulars of Directors seeking reappointment at the ensuing General Meeting have been given under Corporate Governance Report and in the Notice of the Thirtieth Annual General Meeting.

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

The Board is of the opinion that Independent Directors appointed during the year carries rich experience and expertise. The Board was also satisfied in relation to their integrity and they will complete the proficiency test, if applicable, conducted by the Indian Institute of Corporate Affairs.

17.11 Directors – Resignations / Retirements

Mr. Thomas Videbæk, Non-Executive Independent Director and Mr. Sarvjit Bedi, Non-Executive Director resigned w.e.f. February 23, 2023 and April 19, 2023 respectively inter-alia due to pre- occupation and other commitments .

The Board placed on record its appreciation for the services rendered by Mr. Thomas Videbæk and Mr. Sarvjit Bedi during their respective tenures as Director(s).

17.12 Change in the Key Managerial Personnel of the Company

During the year under review, there was no change in the key managerial personnels of the Company.

17.13 Committees of the Board

As on March 31, 2023, the Board had 6 mandatory committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; (e) Compensation Committee; and (f) Risk Management Committee. All the committees are well represented by participation of the Independent Directors.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

17.14 Internal financial controls and their adequacy

The Companys internal control systems are commensurate with its nature of business, its size and complexities of its operations, and such internal financial controls with reference to the Financial Statements are adequate.

Refer to the paragraph on "Internal control systems and their adequacy" of the Management Discussion and Analysis for additional details.

17.15 Significant and Material Orders passed by the Regulators/Courts, if any

During the year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

17.16 Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

17.17 Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the company website on https://www.camlinfs.com/AnnualReturn.

17.18 Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred the unclaimed dividend of 6.02 lakh to the Investor Education and Protection Fund. Further, unclaimed and unpaid deposits amounting to 4.83 lakh (including interest of 2.53 lakh) pertaining to previous years were also transferred to the IEPF account.

The details of the year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are uploaded on the Companys website at https://www.camlinfs.com/Dividends

17.19 Directors Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the "Act") with respect to Directors Responsibility Statement, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. Auditors & Audit Reports:

18.1 Audit Reports

•The Statutory Auditors Report on the Financial Statements for the financial year ended March 31, 2023, does not contain any qualification, reservations or adverse remarks, except emphasis of matter concerning the issues emanating from the Order of Supreme Court of People of China which is self-explanatory and adequately addressed in the financial statements. The said report is enclosed with the financial statements in this Annual Report.

•The Report of the Secretarial Audit is annexed herewith as "Annexure C". The observations given in the Secretarial Audit Report were duly considered.

•The Certificate of the compliance with Corporate Governance requirements by the Company for the financial year ended March 31, 2023, issued by the Practicing Company Secretaries is attached to the Report on Corporate Governance.

•The Secretarial Auditors certificate on the implementation of ESOP schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the ensuing Annual General Meeting.

18.2 Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166) were re-appointed as Auditor of the Company, for a term of 5 (five) consecutive years, at the Twenty-Ninth Annual General Meeting held on July 29, 2022. They had confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

18.3 Secretarial Auditors

Company has appointed JHR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024.

18.4 Cost Records & Cost Auditors

Maintenance of Cost records and requirement of cost audit as prescribed under the provisions of Section 148(2) of the Companies Act, 2013 are applicable to the Company effective from April 1, 2021 and accordingly such accounts are made and maintained.

The Company has appointed ABK & Associates (Firm Registration No. 000036) as Cost Auditors to audit cost records of the Company for the financial year 2023-24. The remuneration payable to the Cost Auditors is subject to ratification of the Members at the ensuing Annual General Meeting. Accordingly, the necessary resolution for ratification of the remuneration payable to M/s. ABK & Associates to conduct the audit of cost records of the Company for the financial year 2023-24 has been included in the Notice of the ensuing Annual General Meeting of the Company and the resolution is recommended for your approval.

19. Corporate Social Responsibility (CSR)

Company operates CSR Policy in the areas of promoting healthcare, education including special education and employment enhancing vocation skills especially among children, the differently abled, tribal communities and measures for reducing inequalities faced by socially and economically backward classes.

The projects identified and adopted are as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013. The Company endeavours to make CSR a key business process for sustainable development and welfare of the needy sections of the society.

During the Financial Year 2022-23, the Company has spent the entire amount of 58.00 lakh towards CSR activities through NGOs operating in the said areas. The Annual Report on CSR activities forming part of this Boards report is annexed herewith as "Annexure D".

The CSR Policy may be accessed on the Companys website at the link https://www.camlinfs.com/ BusinessConductEthics.

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

As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the "Annexure E" to this report.

21. Business Responsibility and Sustainability Report (BRSR)

The listing regulations require disclosure of the BRSR as a part of the Annual Report for the top 1,000 listed entities based on market capitalisation. In compliance thereto, we have annexed the BRSR disclosure to our Annual Report.

22. General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c) Disclosure of Remuneration/Commission received by Managing Director(s) / Executive Director from the subsidiary company, where such Managing Director(s) / Executive Director receives commission from the Company.

23. Acknowledgements:

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the members clients, customers, vendors, investors, bankers, financial institutions and business associates for their continued support during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services made by the executives, employees and staff. The growth of the Company was made possible by their hard work, co-operation and support.

The Board of Directors would also thank the Governments of various countries, various regulatory authorities namely GST authorities, the Reserve Bank of India, SEBI, Pollution Control Boards, Dahej SEZ Authority as well as State Governments of Maharashtra and Gujarat and its various departments for their support and look forward to their continued support in the future.

	For & On behalf of the Board
	Ashish S. Dandekar
	Chairman & Managing Director
Place: Mumbai
Dated: May 22, 2023