NOTICE

NOTICE is hereby given that the 24th Annual General Meeting RESOLVED FURTHER THAT M/s. Kalyaniwalla &
of the members of Camlin Fine Sciences Limited, will be held Mistry LLP, Chartered Accountants, Mumbai (Firm
on Friday 21st July, 2017 at 3.30 p.m. at Walchand Hirachand Registration No. 104607W/W100166) shall hold the
Hall, Indian Merchants Chamber Marg, Churchgate, Mumbai office from the conclusion of this twenty fourth Annual
400 020 to transact the following business: General Meeting till the conclusion of twenty ninth
Annual General Meeting of the Company subject to
ORDINARY BUSINESS
ratification of their re-appointment by Members at
1. To consider and adopt the audited financial statements every Annual General Meeting hereafter.
(including the consolidated financial statements) of the
Company for the financial year ended 31st March, 2017 RESOLVED FURTHER THAT the Directors of the
and the reports of the Board of Directors and Auditors Company and/or Company Secretary be and are
thereon. hereby severally authorized to file necessary forms with
Ministry of Corporate Affairs and to do all such acts,
2. To appoint a Director in place of Mr. Ajit S. Deshmukh deeds and things as may be deemed and expedient
(DIN: 00203706), who retires by rotation and being and necessary to give effect to this resolution.”
eligible, offers himself for re-appointment.
SPECIAL BUSINESS
3. To appoint a Director in place of Mr. Dilip D. Dandekar
5. Adoption of Articles of Association: To consider, and if
(DIN: 00846901), who retires by rotation and being
thought fit, to pass the following resolution as a special
eligible, offers himself for re-appointment.
resolution:
4. To appoint M/s. Kalyaniwalla & Mistry LLP, Chartered
“RESOLVED THAT pursuant to the provisions of Section
Accountants (Firm Registration No. 104607W/
14 and all other applicable provisions of the Companies
W100166), as Statutory Auditors of the Company till
Act, 2013 including any rules made thereunder, and any
the conclusion of the 29th Annual General Meeting,
statutory modification(s) or re-enactment thereof, to
and to fix their remuneration and to pass the following
the extent notified for the time being in force, the set of
resolution as an ordinary resolution:
regulations be and are hereby adopted as the Articles
of Association of the Company in substitution, and to
“RESOLVED THAT pursuant to the provisions of
the entire exclusion, of the set of regulations contained
Sections 139, 142 and other applicable provisions,
in the existing Articles of Association of the Company.
if any, of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014 (including RESOLVED FURTHER THAT the Directors of the
any statutory modification(s) or re-enactment(s) Company and/or Company Secretary be and are
thereof, for the time being in force) and pursuant to hereby severally authorized to file necessary forms with
the recommendation of the Audit Committee and the Ministry of Corporate Affairs and to do all such acts,
Board of Directors, M/s. Kalyaniwalla & Mistry LLP, deeds and things as may be deemed and expedient
Chartered Accountants, Mumbai (Firm Registration and necessary to give effect to this resolution.”
No. 104607W/W100166) be and are hereby appointed
as the Statutory Auditors of the Company in place 6. Further Issue of Securities: To consider, and if thought
of M/s. B .K. Khare & Co., Chartered Accountants, fit, to pass the following resolution as a special
Mumbai (Firm Registration No. 105102W) whose tenure resolution:
expires at the ensuing Annual General Meeting of the
Company, AND THAT the Board of Directors be and “RESOLVED THAT pursuant to the provisions
are hereby authorized to fix the remuneration payable of Sections 23, 41, 42, 62(1)(C) and 71 and other
to them, as may be determined by the audit committee applicable provisions, if any, of the Companies Act,
in consultation with the auditors, in addition to the 2013 and the rules made thereunder including any
reimbursement of service tax and actual out-of-pocket amendments thereto or re-enactment thereof, for
expenses incurred in connection with the audit of the time being in force and applicable provisions, if
accounts of the Company. any of the Companies Act, 1956 (without reference
to the provisions thereof that have ceased to have

CAMLIN FINE SCIENCES LIMITED | 14

 effect upon notification of the Companies Act, 2013 warrants, or otherwise, in registered or bearer form)
(collectively, the “Companies Act”), the provisions of and/or any security convertible into Equity Shares
the Memorandum and Articles of Association of the with or without voting/special rights and/or securities
Company, the Securities and Exchange Board of India linked to Equity Shares and/or securities with or
(Listing Obligations and Disclosure Requirements) without detachable warrants with right exercisable by
Regulations, 2015 and the listing agreements entered the warrant holders to convert or subscribe to Equity
into with the stock exchanges and in accordance with Shares (all of which are hereinafter Collectively referred
the Securities and Exchange Board of India (Issue of to as “Securities”) or any combination of Securities, in
Capital and Disclosure Requirements) Regulations, one or more tranches, whether Rupee denominated
2009 (the “SEBI ICDR Regulations”), the Securities or denominated in foreign currency, in one or more
and Exchange Board of India (Issue and Listing of Debt foreign markets and/or domestic market, by way
Securities) Regulations, 2015, the provisions of the issue of one or more public and/or private offerings, and/
of Foreign Currency Convertible Bonds and Ordinary or on preferential allotment basis including Qualified
Shares (through Depository Receipt Mechanism) Institutions Placement (“QIP”) or any combination
Scheme, 1993 or the Depository Receipt Scheme, 2014, thereof, through issue of prospectus and /or placement
the provisions of the Foreign Exchange Management document/ or other permissible/requisite offer
Act, 1999, (“FEMA”) and rules and regulations framed document to any eligible person, including Qualified
there under as amended from time to time and subject Institutional Buyers (“QIBs”) as defined under the SEBI
to other applicable rules, regulations and guidelines ICDR Regulations in accordance with Chapter VIII of
issued by the Securities and Exchange Board of the SEBI ICDR Regulations, or otherwise, foreign/
India (“SEBI”), the Reserve Bank of India (“RBI”), the resident investors (whether institutions, incorporated
Government of India (“Gol”), the stock exchanges and bodies, mutual funds, individuals or otherwise), venture
/ or any other competent governmental or regulatory capital funds (foreign or Indian), alternate investment
authorities from time to time to the extent applicable, funds, foreign institutional investors, foreign portfolio
and subject to such approvals, permissions, consents investors, qualified foreign investors, Indian and/
and sanctions as may be necessary from SEBI, Stock or multilateral financial institutions, mutual funds,
Exchanges, RBI, Gol and any other governmental or insurance companies, non-resident Indians, stabilizing
regulatory authorities as may be required in this regard agents, pension funds and/or any other categories of
and further subject to such terms and conditions investors, whether they be holders of equity shares of
or modifications as may be prescribed or imposed the Company or not (collectively called the “Investors”)
by any of them while granting any such approvals, as may be decided by the Board in its discretion and
permissions, consents and / or sanctions, which may permitted under applicable laws and regulations, for an
be agreed to by the Board of Directors of the Company aggregate amount not exceeding ` 250 Crores (Rupees
(hereinafter referred to as “the Board” which term Two Hundred Fifty Crores) or equivalent thereof, in one
shall be deemed to include any Committee thereof or more foreign currency and/or Indian rupees, inclusive
which the Board may have constituted or hereinafter of such premium as may be fixed on such Securities by
constitute to exercise its powers including the powers offering the Securities through public offer(s) or private
conferred by this Resolution), consent of the members placement(s) or a combination thereof at such time or
be and is hereby accorded to the Board to create, times, at such price or prices, at a discount or premium
offer, issue and allot (including with provisions for to market price or prices permitted under applicable
reservation on firm and/or competitive basis, of such laws in such manner and on such terms and conditions
part of issue and for such categories of persons as may including security, tenure, rate of interest etc. as may
be permitted), with or without green shoe option, such be deemed appropriate by the Board at its absolute
number of equity shares of the Company of face value discretion including the discretion to determine the
` 1 each (“Equity Shares”), Global Depository Receipts categories of Investors to whom the offer, issue and
(“GDRs”), American Depository Receipts (“ADRs”), allotment shall be made to the exclusion of other
Foreign Currency Convertible Bonds (“FCCBs”), categories of Investors at the time of such offer,
convertible foreign currency bonds, fully convertible issue and allotment considering the prevailing market
debentures/partly convertible debentures/non- conditions and other relevant factors and wherever
convertible debentures, preference shares convertible necessary in consultation with lead manager(s) and/or
into Equity Shares, and/or any other financial underwriter(s) and/or other advisor(s) appointed and /
instruments convertible into Equity Shares (including or to be appointed by the Company (the “Issue”).

CAMLIN FINE SCIENCES LIMITED | 15

 RESOLVED FURTHER THAT in pursuance of the the Issue of Foreign Currency Convertible Bonds and
aforesaid resolutions: (a) the Securities to be so Ordinary Shares (through the Depository Receipt
created, offered, issued and allotted shall be subject Mechanism) Scheme, 1993, or the Depository Receipt
to the provisions of the Memorandum and Articles of Scheme, 2014, as the case may be (including any
Association of the Company; (b) the Equity Shares amendments thereto or re-enactment thereof, for the
that may be issued by the Company shall rank pari time being in force) or as may be permitted under
passu with the existing Equity Shares of the Company applicable law.
in all respects; and (c) Equity Shares to be issued
on conversion of Securities convertible into Equity RESOLVED FURTHER THAT for the purpose of giving
Shares shall be appropriately adjusted for corporate effect to any offer, issue or allotment of Securities or
actions such as bonus issue, rights issue, stock split, equity shares on conversion of Securities, the Board be
consolidation of stock, merger, demerger, transfer of and is hereby authorized on behalf of the Company to
undertaking, sale of division or any such capital or seek listing of any or all of such Securities or equity
corporate re-organisation or restructuring. shares as the case may be, on one or more Stock
Exchanges in India or outside India and the listing of
RESOLVED FURTHER THAT if any issue of Securities Equity Shares underlying the ADRs and/or GDRs on
is made by way of a QIP in terms of Chapter VIII of the Stock Exchanges in India.
the SEBI ICDR Regulations (hereinafter referred to
as “Eligible Securities” within the meaning of the RESOLVED FURTHER THAT the Board be and is hereby
SEBI ICDR Regulations), the allotment of the Eligible authorized to appoint lead manager(s), underwriters,
Securities, or any combination of Eligible Securities depositories, custodians, registrars, bankers, lawyers,
as may be decided by the Board shall be completed advisors, debenture trustees and all such agencies as
within twelve months from the date of this resolution are or may be required to be appointed, involved or
or such other time as may be allowed under the SEBI concerned in the Issue and to remunerate them by
ICDR Regulations from time to time. way of commission, brokerage, fees or the like and also
to reimburse them out of pocket expenses incurred
RESOLVED FURTHER THAT any issue of Eligible by them and also to enter into and execute all such
Securities made by way of a QIP in terms of Chapter arrangements, agreements, memoranda, documents,
VIII of the SEBI ICDR Regulations shall be at such price etc. with such agencies.
which is not less than the price determined in accordance
with the pricing formula provided under Chapter VIII of RESOLVED FURTHER THAT for the purpose of giving
the SEBI ICDR Regulations (the “QIP Floor Price”). The effect to the above, the Board be and is hereby
Company may, however, in accordance with applicable authorized on behalf of the Company to take all
law, also offer a discount of not more than 5% (Five actions and do all such acts, deeds, matters and things
Percentage) or such percentage as permitted under as it may, in its absolute discretion, deem necessary,
applicable law on the QIP Floor Price. desirable or expedient for the Issue, including the
finalization and approval of the draft as well as final offer
RESOLVED FURTHER THAT in the event that Equity document(s), determining the form and manner of the
Shares are issued to QIBs by way of a QIP in terms of Issue, finalization of the dates and timing of the Issue,
Chapter VIII of the SEBI ICDR Regulations, the relevant identification and class of the Investors to whom the
date for the purpose of pricing of the Equity Shares Securities are to be offered, determining the issue price,
shall be the date of the meeting in which the Board face value, premium amount on issue/conversion of
decides to open the proposed issue of Equity Shares the Securities, if any, rate of interest and all other terms
as Eligible Securities and in case Eligible Securities are and conditions of the Securities, offer and allotment of
eligible convertible securities, then either the date of Securities, execution of various transaction documents,
the meeting in which the Board decides to open the signing of declarations, creation of mortgage/ charge,
proposed issue or the date on which holder of Eligible utilization of the issue proceeds, and to take such steps
Securities become eligible to apply for Equity Shares, and to do all such acts, deeds, matters and things as
as may be determined by the Board. they may deem fit and proper for the purposes of the
Issue and resolve and settle all questions or difficulties
RESOLVED FURTHER THAT in the event the Securities that may arise in regard to such Issue without being
are proposed to be issued as FCCBs, ADRs or GDRs required to seek any further consent or approval of the
etc. the relevant date for the purpose of pricing the members or otherwise to the end and intent that the
Securities Shall be determined in accordance with

CAMLIN FINE SCIENCES LIMITED | 16

 members shall be deemed to have given their approval Such changes are to be advised only to the Depository
thereto expressly by the authority of this resolution. Participant of the Members. Members holding shares
in physical form and desirous of either registering
RESOLVED FURTHER THAT the Board be and is bank particulars or changing bank particulars already
hereby authorized to delegate all or any of the powers registered against their respective folios for payment
herein conferred to any committee of directors or any of dividend are requested to write to the Company.
director(s) of the Company in such manner as they
may deem fit in their absolute discretion with the 5. Members are requested to note that dividends not
power to take such steps and to do all such acts, deeds, claimed within seven years from the date of transfer
matters and things as they may deem fit and proper for to the Company’s Unpaid Dividend Account, will
the purposes of the Issue and settle any questions or as per Section 124 of the Companies Act, 2013, be
difficulties that may arise in this regard to the Issue.” transferred to the Investor Education and Protection
Fund. Members who have not encashed their Dividend
By Order of the Board Warrants for the financial years ended 31st March,
Rahul Sawale 2010 to 31st March 2016 may approach the R & T
Group Company Secretary Agent/Company for issuance of demand draft upon
completion of necessary formalities in the said behalf.
Place : Mumbai
Dated : 19th May, 2017 6. Details under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in respect of the
Note:
Directors seeking appointment/re-appointment at
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT the Annual General Meeting, forms integral part of
THE MEETING IS ENTITLED TO APPOINT A PROXY/ the notice and is given in the Corporate Governance
PROXIES TO ATTEND AND VOTE INSTEAD OF Report. The directors have furnished the requisite
HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED declarations for their appointment/re-appointment.
NOT BE A MEMBER OF THE COMPANY. A person can
7. Electronic copy of the Annual Report for 2016-
act as proxy on behalf of members not exceeding fifty
17 is being sent to all the members whose email
(50) and holding in the aggregate not more than ten
IDs are registered with the Company / Depository
percent of the total share capital of the Company. The
Participant(s) for communication purposes unless any
instrument of Proxy in order to be effective, should be
member has requested for a print copy of the same. For
deposited at the Registered Office of the Company,
members who have not registered their email address,
duly completed and signed not less than 48 hours
physical copies of the Annual Report for 2016-17 is
before the commencement of the meeting. A Proxy
being sent in the permitted mode. With a view to using
form is sent herewith. Proxies submitted on behalf of
natural resources responsibly, members are requested
the companies, body corporates, societies etc., must
to register/update their email address for receiving all
be supported by an appropriate resolution/authority,
communication including Annual Report, Notices etc.
as applicable.
from the Company electronically.
2. The Explanatory Statement pursuant to Section 102 of
8. Electronic copy of the Notice of the 24th Annual
the Companies Act, 2013, which sets out details relating
General Meeting of the Company inter alia indicating the
to Special Business at the meeting, is annexed hereto.
process and manner of e-voting along with Attendance
3. The Register of Members and the Share Transfer books Slip and Proxy Form is being sent to all the members
of the Company will remain closed from 15th July, whose email IDs are registered with the Company/
2017 to 21st July, 2017 (both days inclusive) for annual Depository Participant(s) for communication purposes
closing. unless any member has requested for a hard copy of
the same. For members who have not registered their
4. Members holding shares in electronic form are hereby email address, physical copies of the Notice of the
informed that bank particulars registered against their 24th Annual General Meeting of the Company inter alia
respective depository accounts will be used by the indicating the process and manner of e-voting along
Company for payment of dividend. The Company or its with Attendance Slip and Proxy Form is being sent in
Registrars cannot act on any request received directly the permitted mode.
from the Members holding shares in electronic form
for any change of bank particulars or bank mandates.

CAMLIN FINE SCIENCES LIMITED | 17

9. Members may also note that the Notice of the 24th their voting rights at the meeting. The members who
Annual General Meeting and the Annual Report for have already cast their vote may attend the meeting
financial year ending 31st March, 2017 will also be but shall not be entitled to cast their vote again at the
available on the Company’s website www.camlinfs. AGM.
com for download. The physical copies of the aforesaid
documents will also be available at the Company’s The instructions for e-voting are as under:
Registered Office in Mumbai for inspection during
A. In case a Member receives an email from NSDL
normal business hours on working days. Members are
[for members whose email IDs are registered with
requested to bring their copies of the Annual Report at
the Company/Depository Participant(s):
the time of attending the Annual General Meeting.
1. Open the attached PDF file “CFSL 24th AGM
10. The Register of Directors and Key Managerial Personnel
e-Voting.pdf” giving your Client ID (in case
and their shareholding, maintained under Section 170 of
you are holding shares in demat mode) or
the Companies Act, 2013 will be available for inspection
Folio No. (in case you are holding shares in
by the members at the Annual General Meeting of the
physical mode) as password, which contains
Company.
your “User ID” and “Password for e-voting”.
The Register of Contracts or Arrangements in which Please note that the password is an initial
the Directors are interested, maintained under Section password.
189 of the Companies Act, 2013 will be available for
2. Launch internet browser by typing the URL
inspection by the Members at the Annual General
https://www.evoting.nsdl.com/
Meeting of the Company.
3. Click on “Shareholder - Login”.
11. Any Member desirous of getting any information on the
accounts or operations of the Company is requested to 4. Put User ID and password as initial password
forward his/her queries to the Company at least seven noted in step (1) above and Click Login.
working days prior to the meeting, so that the required
information can be made available at the meeting. 5. Password Change Menu appears. Change
the password with new password of your
12. Members, who hold Shares in dematerialised form, are choice with minimum 8 digits/characters or
requested to bring their Client ID. and DP ID. Nos. for combination thereof.
easy identification of attendance at the meeting.
6. Home page of “e-Voting” opens. Click on
13. Members who are holding Shares in physical form are e-Voting: Active Voting Cycles.
requested to get their Shares dematerialised with any
Depository Participants in their own interest. 7. Select “EVEN” of Camlin Fine Sciences
Limited. Members can cast their vote online
14. Voting through electronic means: from 18th July, 2017 (9:00 am IST) till 20th
July, 2017 (5:00 pm IST).
In compliance with provisions of Section 108 of the
Companies Act, 2013 (the “Act”) and Rule 20 of the 8. Note: e-Voting shall not be allowed beyond
Companies (Management and Administration) Rules, said time.
2014, as substituted by the Companies (Management
and Administration) Amendment, Rules 2015 (the 9. Now you are ready for “e-Voting” as “Cast
“Rules”) the Company is pleased to provide members Vote” page opens.
facility to exercise their right to vote at the 24th Annual
10. Cast your vote by selecting appropriate
General Meeting (AGM) by electronic means and the
option and click on “Submit” and also
business may be transacted through e-Voting Services
“Confirm”, when prompted.
provided by National Securities Depository Limited
(NSDL). 11. Once you have voted on the resolution, you
will not be allowed to modify your vote.
The facility for voting through polling paper shall also be
made available at the venue of the AGM. The members 12. Institutional shareholders (i.e., other than
attending the meeting, who have not already cast their Individuals, HUF, NRI etc.) are also required
vote through remote e-voting shall be able to exercise

CAMLIN FINE SCIENCES LIMITED | 18

 to send scanned copy (PDF/JPG Format) 15. The voting rights of shareholders shall be in proportion
of the relevant Board Resolution/Authority to their shares of the paid up equity share capital of the
Letter etc. together with attested specimen Company as on the cut-off date of 14th July, 2017.
signature of the duly authorized signatory(ies)
who are authorized to vote, to the Scrutinizer 16. Mr. J. H. Ranade, Partner of M/s. JHR and Associates,
through e-mail [email protected] Practicing Company Secretaries has been appointed as
with a copy marked to [email protected] the Scrutinizer to scrutinize the e-voting process in a
fair and transparent manner.
B. In case a Member receives physical copy of the
Notice of AGM [for members whose email IDs 17. The Scrutinizer shall, immediately after the conclusion
are not registered with the Company/Depository of voting at the AGM, first count the votes cast at the
Participant(s) or requesting physical copy]: Meeting, thereafter unblock the votes cast through
remote e-voting in the presence of at least two
1. Initial password is provided as below/at the witnesses not in the employment of the Company
bottom of the Attendance Slip for the AGM and make, not later than 48 hours of conclusion of
: EVEN (E Voting Event Number) U S E R the Meeting, a consolidated Scrutinizer’s Report of
ID PASSWORD/PIN the total votes cast in favour or against, if any, to the
Chairman or a person authorised by him in writing who
2. Please follow all steps from SI. No. 2 to SI. No. shall countersign the same.
9 above, to cast vote.
18. The Results declared along with the Scrutinizers
3. In case of any queries, you may refer the report shall be placed at the Company’s website www.
Frequently Asked Questions available at the camlinfs.com and on the website of NSDL immediately
Downloads section of www.evoting.nsdl.com after the results are declared by the Chairman and
(FAQs) for Shareholders and e-voting user simultaneously communicated to the BSE and NSE.
manual for Shareholders
19. All documents referred to in the accompanying Notice
4. If you are already registered with NSDL for and the Explanatory Statement shall be open for
e-voting then you can use your existing user inspection at the Registered Office of the Company
ID and password/PIN for casting your vote. during normal business hours (9.00 am to 6.00 pm)
on all working days except Saturdays, up to and
Please note that:
including the date of the Annual General Meeting of
 ’ :]UW\ b] Sd]bW\U eSPaWbS eWZZ PS RWaOPZSR c^]\ the Company.
five unsuccessful attempts to key-in the correct
Important Note:
password. In such an event, you will need to go
through ‘Forgot Password’ option available on the Member / proxy needs to furnish the printed attendance
site to reset the same. slip/proxy form along with valid identity proof such as PAN
card, passport, AADHAR card or driving license to enter
 ’ G]c` Z]UW\ WR O\R ^Oaae]`R QO\ PS caSR Pg g]c
into AGM hall. As Company is required to provide e-voting
exclusively for e-voting on the resolutions placed
facility to its Members in terms of Section 108 of the Act
by the companies in which you are the shareholder.
read with Rule 20 of the Rules voting by show of hands will
 ’ 7b Wa ab`]\UZg `SQ][[S\RSR \]b b] aVO`S g]c` not be available to the Members at the 24th Annual General
password with any other person and take utmost Meeting in view of further provisions of Section 107 read
care to keep it confidential. with Section 114 of the Act.

 ’ 7\ QOaS ]T O\g _cS`WSa g]c [Og `STS` b] bVS By Order of the Board
Frequently Asked Questions (FAQs) for members Rahul Sawale
and e-voting user manual for members available Group Company Secretary
at the Downloads sections of https://www.
evoting.nsdl.com or contact NSDL at the following Place : Mumbai
Telephone No.: 1800-222-990. Dated : 19th May, 2017

CAMLIN FINE SCIENCES LIMITED | 19

ANNEXURE FORMING PART OF THE NOTICE
(Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013)

ORDINARY BUSINESS SPECIAL BUSINESS

Item No. 4 Item No. 5
This Explanatory Statement is provided though not required The Ministry of Corporate Affairs has as on date notified
as per the provision of section 102 of the Companies Act, substantive sections of the Act which deal with the general
2013 (the “Act”). functioning of companies.

M/s. B. K. Khare & Co., Chartered Accountants, Mumbai were The Articles of Association were amended from time to
last re- appointed at 23rd Annual General Meeting held on time in accordance with the provisions of the Companies
Wednesday, the 10th August, 2016 to hold the office till Act, 1956. With the introduction of Companies Act, 2013
conclusion of 24th Annual General Meeting of the Company. and with the changed circumstances warranting the
management to dispense with such articles, it is proposed
As per the provisions of the Companies Act, 2013 (“the Act”), to wholly substitute the existing Articles of Association of
no listed Company shall appoint an audit firm (including the Company with a new set of Articles of Association to
its affiliate firms) as auditors for more than two terms of make it consistent with the provisions of Companies Act,
five consecutive years. The Act also provided for additional 2013 including the Rules framed thereunder.
transition period of three years from the commencement of
the Act. As per the provisions of Section 14 of the Companies
Act, 2013, alteration of the Articles of Association of the
The term of present auditors M/s. B. K. Khare & Co. Company needs to be approved by the shareholders of the
Chartered Accountants, Mumbai, expires at the conclusion Company.
of this Annual General Meeting. The Audit Committee and
the Board have placed on record their appreciation for The Board of Directors in its meeting held on 19th May,
the professional services rendered by them and their long 2017 has accorded its approval for adoption of a new set of
association with the Company as its auditors. regulations as Articles of Association in substitution, and to
the entire exclusion, of the set of regulations contained in
The Board of Directors on the recommendation of the Audit the existing Articles of Association. The new set of Articles
Committee proposes to appoint M/s. Kalyaniwalla & Mistry of Association shall be available for inspection at the
LLP, Chartered Accountants, Mumbai (Firm Registration No. Registered Office of the Company during normal business
104607W/W100166) to hold office from the conclusion of hours (9.00 am to 6.00 pm) on all working days except
this twenty fourth Annual General Meeting till the conclusion Saturdays, up to and including the date of the Annual
of twenty ninth Annual General Meeting of the Company General Meeting of the Company
subject to ratification of their re-appointment by Members
at every Annual General Meeting. None of the Directors and Key Managerial Personnel(s)
of the Company or their relatives are directly or indirectly
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, concerned or interested in this Resolution.
Mumbai (Firm Registration No. 104607W/W100166) have
confirmed that their appointment, if made would be within The Board recommends the Special Resolution for your
the limits specified under section 141 of the Act and that approval.
they are not disqualified to be appointed as statutory Item No. 6
auditor in term of the provisions of section 139 and section
141 of the Act and the provisions of the Companies (Audit This special resolution contained in the Notice relates to a
and Auditors) Rules, 2014. resolution by the Company enabling the Board to create,
issue, offer and allot Equity Shares, GDRs, ADRs, Foreign
None of the Directors and Key Managerial Personnel of Currency Convertible Bonds, Convertible or Non-convertible
the Company including their relatives are interested or or Partly convertible Debentures and such other securities
concerned in the resolution. as stated in the resolution (the “Securities”), including by
way of a qualified institutions placement in accordance with
The Board recommends the Ordinary Resolution for your Chapter VIII of the SEBI ICDR Regulations, in one or more
approval.

CAMLIN FINE SCIENCES LIMITED | 20

tranches, at such price and on such terms and conditions calculated in accordance with the pricing formula provided
as may be deemed appropriate by the Board (which term under SEBI ICDR Regulations. The “Relevant Date” for this
shall be deemed to include any committee thereof which purpose will be the date of the meeting in which the Board
the Board may have constituted) at its absolute discretion decides to open the proposed issue of Equity Shares as
including the discretion to determine the categories of Eligible Securities and in case Eligible Securities are eligible
Investors to whom the issue, offer, and allotment shall be convertible securities, then either the date of the meeting in
made considering the prevalent market conditions and other which the Board decides to open the proposed issue or the
relevant factors and wherever necessary, in consultation with date on which holder of Eligible Securities become eligible
lead manager(s) and other agencies that may be appointed to apply for Equity Shares, as may be determined by the
by the Board for the purpose of the Issue. Board.

This special resolution enables the Board to issue Securities As the Issue may result in the issue of Equity Shares of the
for an aggregate amount not exceeding ` 250 Crores or its Company to investors who may or may not be members
equivalent in any foreign currency. of the Company, consent of the members is being
sought pursuant to Section 62(1)(c) and other applicable
The Board shall issue Securities pursuant to this special provisions, if any, of the Companies Act, 2013, the SEBI ICDR
resolution and utilize the proceeds for business purposes, Regulations and any other law for the time being in force
including but not limited to meet capital expenditure and being applicable and in terms of the provisions of the
and working capital requirements of the Company and SEBI (Listing Obligations and Disclosure Requirements)
its subsidiaries, joint ventures and affiliates, including Regulations, 2015.
investment in subsidiaries, joint ventures and affiliates,
repayment of debt, exploring acquisition opportunities and In case of issue of convertible bonds and/or equity shares
general corporate purposes. through depository receipts the price will be determined
on the basis of the current market price and other relevant
The special resolution seeks to empower the Board also to guidelines.
issue by way of one or more public and/or private offerings,
and/ or on preferential allotment basis including Qualified The Stock Exchange for the same purpose is the BSE
Institutions Placement (“QIP”) or any combination thereof, Limited/National Stock Exchange of India Limited.
through issue of prospectus and /or placement document/
or other permissible/requisite offer document to any eligible In case of QIP Issuance the special resolution has a validity
person, including Qualified Institutional Buyers (“QIBs”) as period of 12 months before which allotments under the
defined under the SEBI ICDR Regulations in accordance authority of said resolution should be completed.
with Chapter VIII of the SEBI ICDR Regulations, or
None of the Directors and Key Managerial Personnel(s)
otherwise, foreign/resident investors (whether institutions,
of the Company or their relatives are directly or indirectly
incorporated bodies, mutual funds, individuals or otherwise),
concerned or interested in this Resolution.
venture capital funds (foreign or Indian), alternate
investment funds, foreign institutional investors, foreign The Board recommends the Special Resolution for your
portfolio investors, qualified foreign investors, Indian and/ approval.
or multilateral financial institutions, mutual funds, insurance
companies, non-resident Indians, stabilizing agents, pension
funds and/or any other categories of investors, whether
they be holders of equity shares of the Company or not
(collectively called the “Investors”) as may be decided by By Order of the Board
the Board. Rahul Sawale
Group Company Secretary
Further, if any issue of securities is made by way of QIP the
Board may also offer a discount of not more than 5% or Place : Mumbai
such other percentage as permitted on the QIP Floor Price Dated : 19th May, 2017

CAMLIN FINE SCIENCES LIMITED | 21

 Route Map to the venue of the AGM

CAMLIN FINE SCIENCES LIMITED | 22

DIRECTORS’ REPORT
Dear Members,
Your Directors are pleased to present the 24th Annual Report and the Audited Financial Statements of Accounts for the
financial year ended 31st March, 2017.

Standalone Financial Highlights of 2016-2017

’ <SbAOZSaO\R]bVS`W\Q][S]TbVS1][^O\geS`S` 33,772.35 Lakhs as compared to ` 41,588.78 Lakhs in the previous
year.

’ >`]TWbPST]`SbOfeOa` 112.50 Lakhs as compared to ` 3,471.10 Lakhs in the previous year.

’ >`]TWbOTbS`bOfeOa` 3.70 Lakhs as compared to ` 2,575.19 Lakhs in the previous year.

Standalone Financial Results

(` In Lakhs)

2016 – 2017 2015-2016

Net Sales & Other Income 33,772.35 41,588.78
Profit before Interest & Depreciation 3,854.79 7,123.62
Interest 2,583.32 2,182.93
Depreciation 1,158.97 1,014.86
Profit/(Loss) before exceptional item and tax 112.50 3,925.83
Less : Exceptional Item - 454.73#
Less: Provision for Tax (Net) 108.80 895.91
Profit After Tax 3.70 2,575.19
Balance available for Appropriation 7,453.32 8,105.01
Appropriations:
Proposed Dividend 29.30 436.35*
Corporate Dividend Tax 5.46 89.03
General Reserve - 130.00
Balance Carried Forward 7,418.56 7,449.62

# Loss on final settlement of insurance claim

* Includes short provision of ` 1.36 lakhs pertaining to the earlier periods.

The revenue from operations (net) on standalone basis Our results of operations on consolidated basis is as follows:
decreased to ` 32,464.42 lakhs as against ` 41,218.53 lakhs
in the previous year. The revenues were lower by 21.24% on The revenue from operations (net) on consolidated basis
year on year basis mainly due to loss of customers due to was ` 53,393.05 lakhs as against ` 48,934.22 lakhs in the
competitive & negative pressure on international product previous year thereby registering a growth of 9.11% on year
prices. Consequential adverse impact on standalone profit on year basis. The revenues were higher mainly due to
before tax, which was decreased to ` 112.50 lakhs as against addition of Dresen Quimica SAPI de CV, Mexico revenues
` 3,471.10 lakhs in previous year, thereby a reduction in of ` 120.97 Crores. Consolidated loss before tax was
growth by 96.76% on year on year basis. There was also ` 428.49 lakhs as against profit before tax of ` 5,001.84 lakhs
a Foreign Exchange fluctuation loss of ` 4.21 Crores. Profit in previous year. Margins were impacted due to gestation
After Tax was decreased to ` 3.70 lakhs as against ` 2,575.19 losses in CFS North America LLC of ` 12.67 Crores and CFS
lakhs. do Brasil Indústria, Comércio, Importação E Exportação De

CAMLIN FINE SCIENCES LIMITED | 23

Aditivos Alimentícios Ltda of ` 3.67 Crores. CFS Europe Dividend
S.p.A results were also subdued due to volatile input prices.
Considering the growth requirements of the business
Consolidated Loss after tax was ` 753.73 lakhs as against and absence of sufficient profits, your directors do not
profit after tax of ` 3,582.00 lakhs in previous year. recommend any dividend for the financial year 2016-2017.

State of Affairs The Company had transferred a sum of ` 1,90,854 during the
financial year to the Investor Education and Protection Fund
Your Company is engaged in research, development,
established by the Central Government. The said amount
manufacturing, commercialising, and marketing of speciality
represents Unclaimed Dividend for the financial year 2008-
chemicals and blends which are used in a wide array of food,
2009 with the Company for a period of 7 years from the due
feed, animal and pet nutrition and industrial products. Our
date of payment.
business is categorised into three verticals based on our
product portfolio, namely: (i) Shelf-life Extension Solutions; QIP ISSUE
and (ii) Aroma Ingredients and (iii) Performance Chemicals.
During the year under review, the Company allotted
We have added animal nutrition to our portfolio of products
to eligible qualified institutional buyers in the Qualified
pursuant to our acquisition of 65% stake in Dresen Quimica
Institutions Placement, 65,19,500 equity shares of face value
SAPI De CV, Mexico (Dresen) and going forward we expect
` 1 each of the Company (the “Equity Shares”) at a price of
this to complement our Shelf-life Extension Solutions
` 85.40 per Equity Share (including share premium of
portfolio. We market our products globally including in
` 84.40 per Equity Share) aggregating to ` 5,567.65 lakhs.
Europe, Asia Pacific, India, South and Central America and
North America. Employee Stock Option Scheme

Shelf-life Extension Solutions include a range of antioxidant During the year under review, the Company allotted 5,24,240
solutions used to increase the shelf life of oils and fats, Equity Shares of ` 1/- each upon exercise of stock options
which in turn is used in processed food products like bakery, by the eligible Employees/Directors under the Employee
confectionery, fried snack foods, dairy, animal feed and pet Stock Option Scheme of 2014.
food. We also manufacture antioxidant blends (“Blending
The applicable disclosure as stipulated under SEBI Guidelines
Business”), which we market under brands “Xtendra” and
as at 31st March, 2017 is given in Annexure A to this report.
“NaSure”.
Deposits
Aroma vertical primarily includes production of Vanillin and
Ethyl Vanillin (“Vanillin Products”) which are marketed under During the year under review, your Company neither
the brands “Vanesse” and “Evanil”. The key raw materials accepted nor renewed any fixed deposits falling within
used to manufacture our Vanillin Products are Guaiacol the ambit of Section 73 of the Companies Act, 2013 and
and Guethol, respectively, which in turn are derived from The Companies (Acceptance of Deposits) Rules, 2014. The
Catechol. Our Vanillin Products are used to give food and total unclaimed Fixed Deposits as on 31st March, 2017 were
beverages a flavour of vanilla, to enhance other flavours or ` 5.35 lakhs.
to mask unwanted flavours and are used in food, flavour and Subsidiaries
fragrance, incense sticks, pharma and cattle feed segments.
The Company has the following overseas subsidiaries
Performance Chemicals vertical includes production of (including step down subsidiaries) as on March 31, 2017:
amongst others, Guaiacol, Veratrole, TBC and MEHQ, which
are derivatives of either Catechol or Hydroquinone and ’ 141:;Oc`WbWca>`WdObS:W[WbSR
have wide application in sectors such as food flavouring,
A 100% owned subsidiary of the Company incorporated
pharmaceuticals intermediate, agrochemicals, dyes and
for acquisition of CFS Europe S.p.A. in Italy.
pigments and fragrance industry.
’ 14A3c`]^SA^/
Dresen manufactures and markets a range of animal
nutrition products, antioxidants, adsorbents, acidifying A step down subsidiary of the Company engaged in
agents, bactericides, binders and mould inhibitor. manufacture and sale of key raw materials required by
the Company.

CAMLIN FINE SCIENCES LIMITED | 24

’ 14A R] 0`OaWZ 7\R‰ab`WO 1][{`QW] 7[^]`bOzx] S During the year under review, your Company has entered
3f^]`bOzx]RS/RWbWd]a/ZW[S\bQW]a:bRO into a Share Purchase Agreement to acquire (either
through itself or its subsidiaries/group companies)
A 100% owned subsidiary in Brazil to manufacture
51% stake in an entity in China namely Ningbo Wanglong
and market customized blends to cater to the Latin
Flavors and Fragrances Company Limited, which shall
American market. Besides, it also handles distribution
be subject to certain conditions being fulfilled prior
of bulk antioxidants and vanillin.
to the said acquisition and regulatory approvals. The
’ A]ZS\bca<]`bV/[S`WQO7\Q said acquisition can also be through the Company’s
subsidiaries and/or group companies.
A 100% wholly owned subsidiary in Canada engaged
in sales, marketing and distribution of antioxidants, The statement containing the salient features of
food ingredients, blends, formulations etc. in USA and Company’s Subsidiaries and Associate Companies
Canada. under the first proviso of section 129(3) forms the part
of the financial statements.
’ 14A<]`bV/[S`WQO::1
As decided by the Board of Directors at its meeting
A 100% wholly owned subsidiary in USA engaged in held on 19th May, 2017 the copies of Audited Financial
sales, marketing and distribution of antioxidants, food Statements of the Subsidiaries have not been attached
ingredients, blends, formulations etc. in North America. to the Annual Accounts of the Company. These
’ 14A/\bW]fWRO\bSaRS;SfWQ]A/RS1D documents will, however, be made available upon
request by any member of the Company and also shall
A 100% owned subsidiary of the Company incorporated be available for inspection at the registered office of
for acquisition of Dresen Quimica SAPI de C.V. in the Company during business hours on working days
Mexico. of the Company up to the date of the ensuing Annual
General Meeting.
’ 14A7\bS`\ObW]\OZB`ORW\UaVO\UVOW:bR
The Policy for Determining Material Subsidiaries is
On 15th April, 2016, a 100% wholly owned subsidiary
disclosed on the Company’s website and the weblink
CFS International Trading (Shanghai) Ltd. was
for the same is http://www.camlinfs.com/IR.php.
incorporated in China (Shanghai) pilot free trade zone
to manufacture and deal in speciality chemicals. Directors
’ 2`SaS\?cW[WQOA/>7RS1D Mr. Ajit S. Deshmukh and Mr. Dilip D. Dandekar are
retiring by rotation and being eligible offer themselves for
On 04th May, 2016, our subsidiary CFS Antioxidantes reappointment. You are requested to appoint them.
De Mexico S.A. de C.V., Mexico acquired 65% stake in
Dresen Quimica S.A.P.I. de C.V., Mexico along with its Renewal of appointment of Mr. Dattatraya R. Puranik,
group companies viz. Industrias Petrotec de México, Executive Director & CFO for the period 01st August, 2016 to
S.A. de C.V., Mexico; Nuvel, S.A.C., Peru; Britec, S.A., 31st July, 2019 was approved by the members at the previous
Guatemala, Inovel, S.A.S., Colombia and Grinel, S.A., Annual General Meeting held on 10th August, 2016. In view
Dominican Republic. of the succession plans of the Company, Mr. Santosh Parab,
a Fellow Member of Institute of Chartered Accountants of
On 22nd March, 2017, Chemolutions Chemicals Limited
India was appointed as Senior Vice President – Finance,
(CCL) allotted 62,67,003 (Sixty Two Lakhs Sixty Seven
Accounts and Taxation on 01st December, 2015. Mr. Santosh
Thousand and Three) equity shares on preferential
Parab was promoted and designated as Chief Financial
basis to the Company. Post allotment, the shareholding
Officer (CFO) of the Company w.e.f. 10th February, 2017 on
of Company in CCL was 94.08% and CCL became
re-designation of Mr. D. R. Puranik as Executive Director.
the subsidiary of the Company. CCL inter alia deals in
specialty chemicals and is also engaged in third party On 10th April, 2017, the Company received the letter of
contract manufacturing/job-work. CCL is having its resignation from Ms. Leena Dandekar, Executive Director
registered office in Mumbai and its plant at Tarapur, tendering her resignation from the directorship on personal
Maharashtra. grounds. Mr. D. R. Puranik also resigned on 19th May, 2017

CAMLIN FINE SCIENCES LIMITED | 25

from directorship on personal grounds. The Board took Management and their remuneration and evaluation criteria
the note of the same and placed on record its appreciation for performance evaluation of Independent Directors.
for the services rendered by them during their tenures as The Nomination and Remuneration Policy and evaluation
‘Executive Directors’. criteria of Independent Directors have been provided under
Corporate Governance Report.
As required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI LODR Details in respect of adequacy of internal financial controls
2015), particulars of Directors seeking reappointment at with reference to the Financial Statements.
the ensuing Annual General Meeting have been given under
Corporate Governance Report. The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. To
None of the Directors are disqualified from being appointed maintain its objectivity and independence, the Internal
as Directors, as specified in Section 164 of the Companies Auditor reports to the Chairman of the Audit Committee of
Act, 2013. the Board.

All Independent Directors have given declarations that The Internal Auditor monitors and evaluates the efficacy
they meet the criteria of independence as laid down under and adequacy of internal control system in the Company, its
Section 149(6) of the Companies Act, 2013. compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on
The details of familiarisation programmes held for the the report of statutory auditor and the internal auditor,
directors are disclosed on the Company’s website and the corrective actions are undertaken in the respective areas
weblink for the same is http://www.camlinfs.com/IR.php. and thereby strengthening the controls. Significant audit
Board Evaluation observations and corrective actions thereon are presented
to the Audit Committee of the Board.
Pursuant to the provisions of the Companies Act, 2013
and SEBI LODR 2015, the Board has carried out an Directors’ Responsibility Statement
annual performance evaluation of its own performance, Pursuant to the requirement u/s 134(3)(c) of the Companies
the directors individually as well as the evaluation of the Act, 2013 (the “Act”) with respect to Directors’ Responsibility
working of its Audit, Nomination & Remuneration and other Statement, it is hereby confirmed that:
Committees.
(a) in the preparation of the annual accounts for the
The board’s performance for the current year was assessed financial year ended 31st March, 2017, the applicable
on the basis of participation of directors, quality of accounting standards have been followed along with
information provided/available, quality of discussion and proper explanation relating to material departures;
contribution etc. A structured questionnaire was prepared
after taking into consideration inputs received from the (b) the directors have selected such accounting policies
Directors, covering the aforesaid aspects of the Board’s and applied them consistently and made judgments
functioning. The overall performance of the Board and and estimates that are reasonable and prudent so as
Committee’s of the Board was found satisfactory. to give a true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st
The overall performance of Chairman, Executive Directors March, 2017 and of the profit and loss of the Company
and the Non-executive Directors of the Company was found for the year ended on that date;
satisfactory. The review of performance was based on the
criteria of performance, knowledge, analysis, quality of (c) the directors have taken proper and sufficient care
decision making etc. for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
Nomination and Remuneration Policy and Evaluation criteria safeguarding the assets of the Company and for
of Independent Directors preventing and detecting fraud and other irregularities;

The Board has, on the recommendation of the Nomination & (d) the directors have prepared the annual accounts on a
Remuneration Committee framed a policy for selection and going concern basis;
appointment of Directors, Key Managerial Personnel, Senior

CAMLIN FINE SCIENCES LIMITED | 26

(e) the directors, have laid down internal financial controls Rules framed thereunder either to the Company or to the
to be followed by the Company and that such internal Central Government.
financial controls are adequate and are operating
effectively; and Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies
(f) the directors have devised proper systems to ensure
Act, 2013 and The Companies (Appointment and
compliance with the provisions of all applicable laws
Remuneration of Managerial Personnel) Rules, 2014, the
and that such systems are adequate and operating
Company has appointed M/s. JHR & Associates, a firm of
effectively.
Company Secretaries in Practice to undertake the Secretarial
Meeting of Board and Committees of Directors Audit of the Company. The Report of the Secretarial Audit
is annexed herewith as Annexure B. The findings of the
During the year 5 (five) Board Meetings and 4 (four) Audit
Secretarial Audit were entirely satisfactory.
Committee Meetings were convened and held. The details
of the same along with other Committee’s of Board are Cost Audit
given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed As per the Companies (cost records and audit) Rules,
under the Companies Act, 2013. 2014, the requirement for cost audit is not applicable to a
Company whose revenue from exports, in foreign exchange,
Auditors exceeds seventy-five per cent of its total revenue.
M/s. B. K. Khare and Co., Chartered Accountants (Firm Since, the Company’s revenue from exports, in foreign
Registration No. 105102W), retire as Statutory Auditors at exchange, exceeds seventy-five per cent of its total revenue,
the conclusion of the ensuing Annual General Meeting. The Cost Audit is not applicable to the Company.
Audit Committee and the Board have placed on record their
appreciation for the professional services rendered by them Particulars of employees
and their long association with the Company as its auditors.
The information required pursuant to Section 197 read with
Pursuant to Section 139 of the Companies Act, 2013, the Rule, 5 of The Companies (Appointment and Remuneration
Board of Directors on the recommendation of the Audit of Managerial Personnel) Rules, 2014 in respect of employees
Committee has proposed to appoint M/s. Kalyaniwalla & of the Company, will be provided upon request. In terms of
Mistry LLP, Chartered Accountants (Firm Registration No. Section 136 of the Act, the Report and Financial Statements
104607W/W100166). M/s. Kalyaniwalla & Mistry LLP have are being sent to the Members and others entitled thereto,
informed their willingness and the Company have received excluding the information on employees’ particulars which
a letter confirming to the effect that if appointment as is available for inspection by the Members at the Registered
Statutory Auditors is made, would be within the limits Office of the Company during business hours on working
prescribed u/s 141 of the Companies Act, 2013. days of the Company up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining
Members are requested to consider and appoint M/s. a copy thereof, such Member may write to the Company
Kalyaniwalla & Mistry LLP, Chartered Accountants, as Secretary in this regard.
the Statutory Auditors of the Company from the ensuing
Annual General Meeting till the conclusion of 29th Annual Corporate Social Responsibility (CSR)
General Meeting.
Company operates CSR Policy in the areas of promoting
Auditors’ Report healthcare, education including special education and
employment enhancing vocation skills especially among
The observations made in the Auditors’ Report are self-
children, the differently abled, tribal communities and
explanatory and do not call for any further comments u/s
measures for reducing inequalities faced by socially and
134(3)(f) of the Companies Act, 2013.
economically backward classes.
Reporting of Frauds The projects identified and adopted are as per the activities
There have been no instances of fraud reported by the included and amended from time to time in Schedule VII of
statutory auditors under Section 143(12) of the Act and the Companies Act, 2013. The Company endeavors to make

CAMLIN FINE SCIENCES LIMITED | 27

CSR a key business process for sustainable development technology absorption, foreign exchange earnings and
and welfare of the needy sections of the society. outgoings respectively, is given in the Annexure- D to this
report.
During the Financial Year 2016-17, the Company has spent
entire amount of ` 72.15 lakhs towards CSR activities through Risk Management Policy
various trusts and NGO’s operating in the said areas.
The Company is aware of the risks associated with the
The Annual Report on CSR activities forming part of this business. It regularly analyses and takes corrective actions
Board’s report is annexed herewith as Annexure- C. for managing / mitigating the same.

Vigil Mechanism / Whistle Blower Policy Your Company has institutionalized the process for
identifying, minimizing and mitigating risks which is
The Company has a vigil mechanism named Whistle Blower periodically reviewed. Some of the risks identified and
Policy to deal with instance of fraud and mismanagement, if been acted upon by your Company are: Securing critical
any. The objective of the Policy is to explain and encourage resources; ensuring sustainable plant operations; ensuring
the directors and employees to raise any concern about the cost competitiveness including logistics; completion of
Company’s operations and working environment, including CAPEX; maintaining and enhancing customer service
possible breaches of Company’s policies and standards or standards and resolving environmental and safety related
values or any laws within the country or elsewhere, without issues.
fear of adverse managerial action being taken against such
Significant and Material Orders passed by the Regulators/
employees. Courts, if any
The Whistle Blower Policy is disclosed on the Company’s During the year under review, there were no significant
website and the web link for the same is http://www. or material orders passed by the Regulators or Courts or
camlinfs.com/IR.php. Tribunals which would impact the going concern status of
your Company and its future operations.
Particulars of Loans, Guarantees or Investments
However, the Company’s manufacturing unit situated at Plot
Details of Loans, Guarantees and Investments covered
D- 2/3, M.I.D.C., Tarapur, District Palghar was been directed
under the provisions of Section 186 of the Companies Act,
by the Regional Officer Maharashtra Pollution Control Board
2013 are given in the Financial Statements.
(M.P.C.B.) vide letter no. M.P.C.B./ROT/CD/617 dated 25th
Related Party Transactions April, 2017 to close down the manufacturing activities of the
aforesaid unit for violation of consent conditions (consent
All Related Party Transactions that were entered into granted u/s. 26 of Water (P&CP Act), 1974 and u/s. 21 of Air
during the financial year and as disclosed in the Financial (P&CP Act), 1981).
Statements were on an arm’s length basis and were in
the ordinary course of business. There were no materially The Regional Officer of M.P.C.B. vide letter no. M.P.C.B./
significant related party transactions made by the Company ROT/Restart/C-708 dated 16th May, 2017 gave conditional
with Promoters, Directors, and Key Managerial Personnel consent to restart the manufacturing activities of the
which may have a potential conflict with the interest of the Company’s unit situated at Plot D- 2/3, M.I.D.C., Tarapur,
District Palghar, Maharashtra and simultaneously, the
Company at large. Accordingly, the disclosure of related
manufacturing activities in the said unit were restarted. This
Party Transactions as required under Section 134 (3) (h) of
did not had any material impact on the Company’s working.
the Companies Act 2013 in form AOC-2 is not applicable to
your Company. Sexual Harassment of Women at Workplace:
The policy on Related Party Transactions as approved by The Company is an equal opportunity employer and
the Board is uploaded on the Company’s website and the consciously strives to build a work culture that promotes
weblink for the same is http://www.camlinfs.com/IR.php. dignity of all employees. During the year under review, no
case of sexual harassment was reported.
Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo Corporate Governance

As required by the Companies (Accounts) Rules, 2014, the As required under Regulation 27 of SEBI LODR 2015, a
relevant information pertaining to conservation of energy, detailed Report on Corporate Governance is given as a part

CAMLIN FINE SCIENCES LIMITED | 28

of Annual Report. The Company is in full compliance with Acknowledgment
the requirements and disclosures that have to be made in
The Board wishes to place on record its appreciation of
this regard. The Certificate of the compliance with Corporate
sincere efforts put in by the employees of the Company, in
Governance requirements by the Company issued by the
helping it reach its current growth levels. Your Directors place
Practicing Company Secretaries is attached to the Report
on record their appreciation for the support and assistance
on Corporate Governance.
received from the investors, customers, vendors, bankers,
Management Discussion and Analysis financial institutions, business associates, regulatory and
A detailed review of the operations, performance and future governmental authorities.
outlook of the Company and its business is given in the
Management’s Discussion and Analysis Report which forms For & On behalf of the Board
a part of this report.

Extract of the annual return Dilip D. Dandekar Ashish S. Dandekar

Chairman Managing Director
Pursuant to section 92(3) of the Companies Act, 2013, the
extract of the annual return in Form No. MGT – 9 forms part Place : Mumbai
of this Board’s report and is enclosed as Annexure- E. Dated : 19th May, 2017

CAMLIN FINE SCIENCES LIMITED | 29

ANNEXURE A TO DIRECTORS’ REPORT
DISCLOSURES PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS)
REGULATIONS, 2014.

The Company granted options to its eligible employees under “Camlin Fine Sciences Employees Stock Option Scheme, 2014”
(ESOS 2014) approved vide Shareholders resolution dated 4th August, 2014. The details of the scheme is given in notes the
Financial Statements and other details of the scheme are summarised below:

ESOS - 2014
a Options granted 1638000
b Options outstanding at the beginning of the year 1285500
c Exercise price ` 67/- plus applicable taxes, as
may be levied on the Company.
d Option vested 1638000
e Options exercised during the year 524240
F Total number of shares arising as a result of exercise of these options 524240
G Option lapsed / expired / forfeited 85500
H Variation in terms of option --
I Money realized by exercise of these options ` 3,51,24,080
J Employee-wise details of options granted to
1. Key Managerial Personnel / Director / Senior Management Mr. D. R. Puranik – 40000
Mr. A. S. Dukane – 40000
Mr. M. A. Jose - 40000
2. Any other employee who received a grant in any one year of options amounting None
to 5% or more of options granted during the year.
3. Identified employees who were granted options, during any one year, equal
to or exceeding 1% of the issued capital (excluding outstanding warrants and None
conversions) of the Company at the time of grant.
K Diluted earning per share (EPS) pursuant to the issue of shares on exercise of 0.00
options calculated in accordance with Accounting Standard (AS) 20 ‘earning per
share’.

The company has adopted intrinsic value method in accounting for employee cost on account of ESOS. The intrinsic
value of the shares is based on the latest available closing market price, prior to the date of meeting of the board of
directors, in which the options were granted, on the stock exchange in which the shares of the company are listed. The
difference between the intrinsic value and the exercise price is being amortised as employee compensation cost over the
vesting period.
The total expense charged to the statement of profit and loss in respect of the options granted aggregated ` Nil lakh
(previous year ` 3.69 lakh).
Had the fair value method of accounting for options been followed the net profit for the year would have been lower by
` 49.72 lakh (previous year ` 233.91 lakh).

For & On behalf of the Board

Dilip D. Dandekar Ashish S. Dandekar

Chairman Managing Director

Place : Mumbai
Dated : 19th May, 2017

CAMLIN FINE SCIENCES LIMITED | 30

ANNEXURE B TO DIRECTORS’ REPORT
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members,
Camlin Fine Sciences Limited
Plot No. F11/12, WICEL,
Opp. SEEPZ Main gate,
Central Road, Andheri (E)
Mumbai - 400093

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Camlin Fine Sciences Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in
a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period
covering the financial year ended on 31st March 2017, complied with the statutory provisions listed hereunder and also that
the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on 31st March, 2017 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of overseas
direct investments including loans and guarantees.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share based Employee Benefits)
Regulation, 2014, notified on 28th October 2014.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable
to the Company during audit period).

CAMLIN FINE SCIENCES LIMITED | 31

 f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the
Company during audit period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the
Company during audit period) and

i. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. The Law which is specifically applicable to the Company is as Under:

Food Safety and Standards Act, 2006

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE
Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations and
Guidelines, etc. mentioned above.

We further report that: -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. There was no change in the Composition of the Board of Directors during the audit
period.

Adequate notice of at least seven days is given to all Directors to schedule the Board Meetings. Agenda and detailed
notes on agenda are sent generally seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of
the minutes.

We further report that there are adequate systems and processes in the Company which commensurate with the size
and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no specific events/ the company has not taken any actions
having a major bearing on the company’s affairs in pursuance of the above referred laws, regulations, guidelines,
standards, etc. requiring disclosure in this report.

For JHR & Associates

Company Secretaries
J. H. Ranade
(Partner)
Place: Thane FCS: 4317, CP: 2520
Date: 18th May, 2017

CAMLIN FINE SCIENCES LIMITED | 32

The Members,
Camlin Fine Sciences Limited
Plot No. F11/12, WICEL,
Opp. SEEPZ Main gate,
Central Road, Andheri (E)
Mumbai - 400093

Our Secretarial Audit Report of even date for the Financial Year 2016-2017 is to be read along with this letter.

Management’s Responsibility:

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to
ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate
and operate effectively.

Auditor’s Responsibility.

2. Our responsibility is to express an opinion on these secretarial records, systems, standards and procedures based on our
audit.

3. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and
regulations and happening of events etc.

Disclaimer:

4. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For JHR & Associates

Company Secretaries
J. H. Ranade
(Partner)
Place: Thane FCS: 4317, CP: 2520
Date: 18th May, 2017

CAMLIN FINE SCIENCES LIMITED | 33

ANNEXURE C TO DIRECTORS’ REPORT
[Pursuant to clause (o) of sub-section (3) of section 134 The Corporate Responsibility Policy is disclosed on the
of the Act and Rule 9 of the Companies (Corporate Social Company’s website and the weblink for the same is
Responsibility) Rules, 2014] http://www.camlinfs.com/IR.php.

1. A brief outline of the Company’s Corporate Social 2. The Composition of the CSR Committee:
Responsibility (CSR) policy, including overview of
projects or programs proposed to be undertaken and Composition:
a reference to the web-link to the CSR policy and
Mr. Abeezar E. Faizullabhoy – Chairman
projects or programs.
Mr. Dilip D. Dandekar – Member
Company operates CSR Policy in the areas Education,
Health care, Sustainable livelihood and espousing social Mr. Ashish S. Dandekar – Member
causes. The projects identified and adopted as per the
activities included and amended from time to time in 3. Average net profit of the Company for last three
Schedule VII of the Companies Act, 2013. The Company financial years: ` 3,607.25 lakhs
endeavors to make CSR a key business process for
4. Prescribed CSR Expenditure (two per cent of the
sustainable development.
amount as in item 3 above): ` 72.15 lakhs
During the Financial Year 2016-17, the Company has
Details of CSR spent during the financial year.
spent ` 72.15 lakhs towards CSR activities through
various trusts and NGO’s operating in the areas of a) Total amount to be spent for the financial year: ` 72.15
promoting healthcare, education including special lakhs
education and employment enhancing vocation skills
especially among children, the differently abled, tribal b) Amount unspent, if any: Nil
communities and measures for reducing inequalities
faced by socially and economically backward classes.

c) Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)

S. Project / Activity Sector State and Amount Amount Cumulative Amount spent : Direct or
No district outlay spent expenditure through implementing
(budget) (` In Lakhs) (` In Lakhs) agency
(` In Lakhs)
1 Development support Up-liftment Tribal Jashpur, 15.00 15.00 - Akhil Bharatiya Vanvasi
to people belonging to Backward Class Chattisgarh Kalyan Ashram, a public
tribal backward class trust formed since 1952.
2 promoting education, Special education Thane, 10.00 10.00 - Sangopita –A shelter for
including special for differently Maharashtra care, NGO started in 2003
education and health abled
for differently abled
3 Education, youth Education and Mumbai, 25.00 25.00 - Vivekanada Rock Memorial
empowerment empowerment Maharashtra &Vivekenanda Kendra a
of economically registered society since
backward groups 1963.
4 promoting healthcare Healthcare for Mumbai, 15.00 15.00 - Shushrusha Citizens’ Co-
poor patients Maharashtra operative Hospital Ltd.,
started in 1966
5 Promoting sports, promote sports, Karnataka, 7.15 7.15 GoSports Foundation,
healthcare and eradicate Bengaluru trust established in 2008
education poverty, promote in Bengaluru
healthcare and
education
TOTAL 72.15 72.15 -

CAMLIN FINE SCIENCES LIMITED | 34

6. The Company has not failed to spend the two per cent of the average net profit of the last three financial years or
any part thereof.

7. CSR Committee states that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives
and Policy of the Company

Dilip D. Dandekar Abeezar E. Faizullabhoy Ashish S. Dandekar

Chairman (Chairman CSR Committee) Managing Director

CAMLIN FINE SCIENCES LIMITED | 35

ANNEXURE D TO DIRECTORS’ REPORT
PARTICULARS PURSUANT TO SECTION 134 (3) (m) OF by the Company and to make the manufacturing
THE COMPANIES ACT, 2013 READ WITH COMPANIES process safe, cost effective and environment friendly.
(ACCOUNTS) RULES, 2014. (ii) the benefits derived like product improvement, cost
The details of conservation of energy, technology absorption, reduction, product development or import substitution;
foreign exchange earnings and outgo are as follows: Technology, innovations and improvements undertaken
A. CONSERVATION OF ENERGY at the Laboratory scale have been successfully
(i) the steps taken on conservation of energy; absorbed at plant level. These efforts shall benefit
the Company in increasing sales, reducing cost, and
Energy conservation measures taken:
improving quality and scale of the production. The
The major steps taken towards energy conservation Company is heading towards global leadership in food
were the installation of; grade antioxidants.
i. Steam Generation Equipment. (iii) in case of imported technology (imported during the
ii. Shift from Light Diesel Oil (LDO) to Furnace Oil last three years reckoned from the beginning of the
(FO). financial year)- NIL
iii. Additional accessories to Boiler System (a) the details of technology imported;
iv. Installation of biomass resources for generation of (b) the year of import;
thermal energy. (c) whether the technology been fully absorbed;
(ii) the steps taken by the Company for utilising alternate (d) if not fully absorbed, areas where absorption has
sources of energy; not taken place, and the reasons thereof; and
Additional investments for installation of biomass (iv) the expenditure incurred on Research and Development.
resources for generation of thermal energy are
envisaged. Steps are also taken to introduce improved (` in Lakhs)
operational methods, rationalization and better 2016-2017 2015-2016
methods of lighting, aimed to save consumption of 4. Expenditure on R&D
power and fuel.
a) Capital 3.40 177.53
(iii) the capital investment on energy conservation
equipments; b) Recurring 255.59 210.08

(iv) impact of the above matters: c) Total 258.99 387.61

As a result of measures taken enumerated above, d) Total R&D Expenditure 0.77% 0.93%
further economy in conservation of energy coupled as a Percentage of total
with reduction in cost of production shall be possible. turnover
Necessary measures are taken to make the change C. FOREIGN EXCHANGE EARNINGS AND OUTGO
clean and environmental friendly by installation of
(` in Lakhs)
additional accessories to Boiler System.
Substantial savings in steam generation cost will be 2016-2017 2015-2016
felt due to the substitution of furnace oil with biomass Foreign exchange outgo 16,026.40 22,314.65
resources. Foreign exchange earned 23,133.18 32,646.27
B. TECHNOLOGY ABSORPTION
For & On behalf of the Board
(i) the efforts made towards technology absorption;
The Company’s R & D Laboratory is recognised by Dilip D. Dandekar Ashish S. Dandekar
the Department of Scientific & Industrial Research, Chairman Managing Director
Government of India, where continuous efforts are made
to innovate new products and improve the quality of Place : Mumbai
Fine Chemicals and products manufactured /procured Dated : 19th May, 2017

CAMLIN FINE SCIENCES LIMITED | 36

ANNEXURE E TO DIRECTORS’ REPORT
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2017
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company
(Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

1. CIN L74100MH1993PLC075361

2. Registration Date 30/11/1993

3. Name of the Company CAMLIN FINE SCIENCES LIMITED

4. Category/Sub-category of the Company Public Limited Company

5. Address of the Registered office & contact details Plot No. F/11 & F/12, WICEL, Opp. SEEPZ Main Gate,
Central Road, Andheri East, Mumbai - 400 093,
Maharashtra
Tel: 022-6700 1000
Fax: 022-2832 4404

6. Whether listed Company Yes

7. Name, Address & contact details of the Registrar & M/s. Link Intime India Private Limited, having its
Transfer Agent, if any registered office at C 101, 247 Park, L. B .S. Marg, Vikhroli
(West), Mumbai – 400083
Email: [email protected]
Tel.: 022 - 2594 6970

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10%
or more of the total turnover of the Company)
The Company operates primarily in the segment of Fine Chemicals.

Sr. Name and Description of main NIC Code of the Product /service % to total turnover of the Company
No. Products /services
1. BHA 29093090 19.91
2. TBHQ 29072990 30.05

CAMLIN FINE SCIENCES LIMITED | 37

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sr. Name & Address of the Company CIN/GLN Holding/ % of Shares Applicable
No. Subsidiary/ Held Section
Associate
1. CFCL Mauritius Pvt. Ltd. N.A. Subsidiary 100% 2(87)
Level 2, Max City Building, Remy
Ollier street, Port-Louis, Mauritius
2. CFS Europe S.p.A N.A. Step Down 100% 2(87)
Via Agostino De Pretis 6, 48123 Subsidiary
Ravenna, Italy
3. CFS Do Brasil Industria, Comercio, N.A. Subsidiary 100% 2(87)
Importacao E Exportacao De
Aditivos Alimenticios Ltda.
Rua Esmeralda Martini Paula, 189
Distrito Industrial e Comercial Vitória
Martini, Indaiatuba - SP 13347-636,
Brazil
4. Solentus North America Inc. N.A. Subsidiary 100% 2(87)
55 York Street Suite 401 Toronto, ON
M5J 1R7, Canada
5. CFS North America LLC, Add: 3179 N.A. Subsidiary 100% 2(87)
99th Street, Urbandale, Iowa 50322
USA
6. CFS Antioxidantes de Mexico S.A. N.A. Subsidiary 100% 2(87)
de C.V.
Edgar Allan Poe No. 215, Colonia
Polanco, Delegacion Miguel Hidalgo,
11550 Mexico City
7. Dresen Quimica SAPI de C.V., N.A. Step Down 65% 2(87)
(Dresen) Subsidiary
Hidalgo No. 71, Colonia del Carmen,
Coyoacán Delegation, Zip Code
04100, in México, City
7(a). INDUSTRIAS PETROTEC DE N.A. Subsidiary 65% 2(87)
MÉXICO, S.A. DE C.V, of Dresen
Guanajuato 49-A Colonia Sta. Ma.
Tulpetlac, Ecatepec, Estado de
México, C.P. 55418
7(b). NUVEL, S.A.C. N.A. Subsidiary 65% 2(87)
Calle los Tejedores 109, Urbanización of Dresen
Vulcano, Calle los Tejedores 109, Ate,
Lima Peru
7(c). BRITEC, S.A., Add: Diagonal 17, 27-50 N.A. Subsidiary 65% 2(87)
zona 11 Colonia Mariscal, Guatemala of Dresen

CAMLIN FINE SCIENCES LIMITED | 38

 Sr. Name & Address of the Company CIN/GLN Holding/ % of Shares Applicable
No. Subsidiary/ Held Section
Associate
7(d). INOVEL, S.A.S., N.A. Subsidiary 65% 2(87)
Transversal 93, 53-32 Bodega 40, of Dresen
Parque Ind., El Dorado, Bogota,
Colombia
7(e). GRINEL, S.A., Fabio Fiallo number N.A. Subsidiary 65% 2(87)
151, New City, Santo Domingo, of Dresen
National District, Dominican Republic
8. CFS International Trading (Shanghai) N.A. Subsidiary 100% 2(87)
Ltd.
Room 1610, 16th Floor, No. 158, Liu He
Road. Shanghai, China
9. Fine Lifestyle Brands Ltd. U51311MH2008PLC186375 Associate 49.04% 2(6)
Plot No. F/11 & F/12, WICEL, Opp.
SEEPZ Main Gate, Central Road,
Andheri East, Mumbai - 93
10. Chemolutions Chemicals Ltd. U24100MH2008PLC180376 Subsidiary 94.08% 2(87)
Plot No. F/11 & F/12, WICEL, Opp.
SEEPZ Main Gate, Central Road,
Andheri East, Mumbai – 93
(w.e.f. 22.03.2017)

IV. SHARE HOLDING PATTERN (Equity Capital Breakup as percentage to Total Equity)
Category-wise Share Holding

Cate- Category of No of Shares held at the beginning of the year No of Shares held at the end of the year % Change
gory Shareholders in
Code shareholding
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
(A) Shareholding
of Promoter
and Promoter
Group2
(1) Indian
(a) Individuals/H.U.F 31,320,169 - 31,320,169 32.40 31,829,719 - 31,829,719 30.69 (1.71)
(b) Cental/State - - - - - - - - -
Government(s)
( c) Bodies 6,014,820 - 6,014,820 6.22 9,423,300 - 9,423,300 9.09 2.86
Corporate
(d) Financial - - - - - - - - -
Institutions/
Banks
(e) Any Other - - - - - - - - -
(specify)
Sub-Total (A)(1) 37,334,989 37,334,989 38.62 41,253,019 41,253,019 39.78 1.15
(2) Foreign
(a) Non Resident 1,172,800 - 1,172,800 1.21 1,172,800 - 1,172,800 1.13 (0.08)
Individuals/
Foreign
Nationals

CAMLIN FINE SCIENCES LIMITED | 39

 Cate- Category of No of Shares held at the beginning of the year No of Shares held at the end of the year % Change
gory Shareholders in
Code shareholding
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
(b) Bodies - - - - - - - - -
Corporate
(c) Institutions - - - - - - - - -
(d) Any Other - - - - - - - - -
(specify)
Sub Total (A)(2) 1,172,800 1,172,800 1.21 1,172,800 1,172,800 1.13 (0.08)
Total holding of 38,507,789 - 38,507,789 39.84 42,425,819 - 42,425,819 40.91 1.07
Promoter and
Promoter Group
(A)=(A)(1)+(A)
(2)
(B) Public
Shareholding3
(1) Institutions
(a) Mutual Fund/UTI 667,635 - 667,635 0.69 4,746,221 - 4,746,221 4.58 3.89
(b) Financial 106,180 3,000 109,180 0.11 115,840 3,000 118,840 0.11 0.00
Institutions/
Banks
( c) Central/State - - - - - - - - -
Government(s)
(d) Venture Capital - - - - - - - - -
Funds
(e) Insurance - - - - - - - - -
Companies
( f) Foreign 3,511,707 - 3,511,707 3.63 - - - - (3.63)
Institutional
Investors
(g) Foreign portfolio 37,500 - 37,500 0.04 7,837,010 - 7,837,010 7.56 7.52
- corp
Sub-Total (B)(1) 4,323,022 3,000 4,326,022 4.48 12,699,071 3,000 12,702,071 12.25 7.77
(2) Non Institutions
(a) Bodies 8,331,004 11,150 8,342,154 8.63 8,068,426 - 8,068,426 7.78 (0.85)
Corporate
(b) Individuals - - - - - -
i) Holding 28,404,636 2,586,560 30,991,196 32.06 22,772,733 2,514,350 25,287,083 24.38 (7.68)
nominal share
capital upto
` 1 Lac
ii) Holding 13,851,670 - 13,851,670 14.33 13,146,713 - 13,146,713 12.68 (1.65)
nominal share
capital in excess
of ` 1 Lac
(c) Any
Other(specify)
Individual
Non-Resident
Individual
Foreign National 51,400 - 51,400 0.05 50,700 - 50,700 0.05 (0.00)
Overseas - - - - - - - - -
Corporate
Bodies
Non Resident 181,541 - 181,541 0.19 223,278 - 223,278 0.22 0.03
Individuals
(Non-Rep)
Non Resident 412,058 2,000 414,058 0.43 684,308 2,000 686,308 0.66 0.23
Individuals (Rep)

CAMLIN FINE SCIENCES LIMITED | 40

 Cate- Category of No of Shares held at the beginning of the year No of Shares held at the end of the year % Change
gory Shareholders in
Code shareholding
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
Hindu Undivided - - - - 1,119,172 - 1,119,172 1.08 1.08
Family
Sub-Total (B)(2) 51,232,309 2,599,710 53,832,019 55.69 46,065,330 2,516,350 48,581,680 46.84 (8.84)
Total Public 55,555,331 2,602,710 58,158,041 60.16 58,764,401 2,519,350 61,283,751 59.09 (1.07)
shareholding
(B)=(B)(1)+(B)
(2)
TOTAL (A)+(B) 94,063,120 2,602,710 96,665,830 100.00 101,190,220 2,519,350 103,709,570 100.00 -
(C) Shares held by
Custodians and
against which
Depository
Receipts have
been issued
1 Promoter and - - - - - - - -
Promoter Group
2 Public - - - - - - -
GRAND TOTAL 94,063,120 2,602,710 96,665,830 100.00 101,190,220 2,519,350 103,709,570 100.00 -
(A)+(B)+( C)

B Shareholding of Promoter

Sr. Name of the shareholder Shareholding at the beginning Shareholding at the end of the year
No. of the year
% Change in
No of % of total % of Shares No of % of total % of Shares shareholding
Shares shares Pledged / Shares shares Pledged / during the
held of the encumbered held of the encumbered year
Company to total Company to total
shares shares
1 Abha A. Dandekar 5,573,937 5.77 - 5,573,937 5.37 - (0.39)
2 Ashish Subhash Dandekar 13,631,000 14.10 - 13,636,550 13.15 - (0.95)
3 Cafco Consultants Limited 748,800 0.77 - 1,497,600 1.44 - 0.67
4 Camart Industries Ltd 2,659,680 2.75 - 5,319,360 5.13 - 2.38
5 D P Dandekar (HUF) 504,000 0.52 - 1,008,000 0.97 - 0.45
6 Leena Dandekar 3,696,495 3.82 - 3,696,495 3.56 - (0.26)
7 Rajani Subhash Dandekar 524,800 0.54 - 524,800 0.51 - (0.04)
8 S D Dandekar (HUF) 968,000 1.00 - 968,000 0.93 - (0.07)
9 Subhash Digambar 848,000 0.88 - 848,000 0.82 - (0.06)
Dandekar
10 Vibha Agencies Pvt. Ltd. 2,606,340 2.70 - 2,606,340 2.51 - (0.18)
11 Vivek A. Dandekar 5,573,937 5.77 - 5,573,937 5.37 - (0.39)
12 Anagha S. Dandekar 1,172,800 1.21 - 1,172,800 1.13 - (0.08)
TOTAL 38,507,789 39.84 42,425,819 40.91 1.07

CAMLIN FINE SCIENCES LIMITED | 41

 Change in Promoter and Promoter Groups Shareholding

Sr. Particulars Shareholding at the beginning Cumulative Shareholding during

No. of the year the year
No of Shares % of total shares No of Shares % of total shares
of the Company of the Company
1 Ashish S. Dandekar
At the beginning of the year 13,631,000 13.14
Add : Purchase in open market 5,550 0.01
At the end of the year 13,636,550 13.15

CAMLIN FINE SCIENCES LIMITED | 42

Shareholding Pattern of top ten shareholdings
(Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. Particulars Shareholding at the beginning Cumulative Shareholding

No. of the year during the year
No of Shares % of total shares No of Shares % of total shares
of the Company of the Company
1 India Capital Fund Ltd.
At the beginning of the year 3442027 3442027 3.32
Purchase of Shares 3145080 3.03 6587107 6.35
At the end of the year 6587107 6.35
2 Camart Agencies Ltd
At the beginning of the year 5319360 5.13 5319360 5.13
At the end of the year 5319360 5.13
3 ICICI Prudential Multicap Fund
At the beginning of the year 0 0 0.00
Purchase of Shares 1858200 1.79 1858200 1.79
At the end of the year 1858200 1.79
4 Rahul D. Dandekar
At the beginning of the year 1129600 1.09 1129600 1.09
At the end of the year 1129600 1.09
5 Dilip D. Dandekar
At the beginning of the year 1427120 1.38 1427120 1.38
At the end of the year 1427120 1.38
6 Ketki Amit Sawant
At the beginning of the year 1129600 1.09 1129600 1.09
At the end of the year 1129600 1.09
7 Aditi Dilip Dandekar
At the beginning of the year 1129600 1.09 1129600 1.09
At the end of the year 1129600 1.09
8 ICICI Prudential Value Fund Series 8
At the beginning of the year 0 0 0.00
Purchase of Shares 1089462 1.05 1089462 1.05
At the end of the year 1089462 1.05
9 DDI Consultants Ltd.
At the beginning of the year 960000 0.93 960000 0.93
At the end of the year 960000 0.93
10 Urjita J Master
At the beginning of the year 1014000 1014000 0.98
Sale of Shares 74000 0.07 940000 0.91
At the end of the year 940000 0.91

CAMLIN FINE SCIENCES LIMITED | 43

Shareholding of Directors and Key Managerial Personnel

Sr. Particulars Shareholding at the beginning Cumulative Shareholding during

No. of the year
No of Shares % of total shares No of Shares % of total shares
of the Company of the Company
1 Ashish S. Dandekar
At the beginning of the year 13631000 13.14 13631000 13.14
Purchase of Shares 5550 0.01 13636550 13.15
At the end of the year 13636550 13.15
2 Dilip D. Dandekar
At the beginning of the year 1427120 1.38 1427120 1.38
At the end of the year 1427120 1.38
3 Pramod M. Sapre
At the beginning of the year 184990 0.18 184990 0.18
ESOP 0 0.00 184990 0.18
At the end of the year 184990 0.18
4 Abeezar E. Faizullabhoy
At the beginning of the year 163000 0.16 163000 0.16
ESOP 0 0.00 163000 0.16
At the end of the year 163000 0.16
5 Sharad M. Kulkarni
At the beginning of the year 161400 0.16 161400 0.16
ESOP 0 0.00 161400 0.16
At the end of the year 161400 0.16
6 Bhargav A. Patel
At the beginning of the year 150000 0.14 150000 0.14
ESOP 0 0.00 150000 0.14
At the end of the year 150000 0.14
7 Mr. Dattatraya R. Puranik
At the beginning of the year 153223 0.15 153223 0.15
ESOP 0 0.00 153223 0.15
Sale of Shares 48000 0.05 105223 0.10
At the end of the year 105223 0.05
8 Ms. Leena Dandekar
At the beginning of the year 3696495 3.56 3696495 3.56
Sale of Shares 0 0.00 3696495 3.56
At the end of the year 3696495 3.56

CAMLIN FINE SCIENCES LIMITED | 44

Sr. Particulars Shareholding at the beginning Cumulative Shareholding during
No. of the year
No of Shares % of total shares No of Shares % of total shares
of the Company of the Company

9 Mr. Atul R. Pradhan

At the beginning of the year 0 0.00 0 0.00
At the end of the year 0 0.00
10 Mr. Nicola A. Paglietti
At the beginning of the year 0 0.00 0 0.00
At the end of the year 0 0.00
11 Mr. Nirmal V. Momaya
At the beginning of the year 3601520 3.47 3601520 3.47
At the end of the year 3601520 3.47
12 Mr. Ajit S. Deshmukh
At the beginning of the year 40 0.00 40 0.00
At the end of the year 40 0.00
13 Mr. Santosh L. Parab
At the beginning of the year 994 0.00 994 0.00
At the end of the year 994 0.00
14 MR. Rahul D. Sawale
At the beginning of the year 0 0.00 0 0.00
At the end of the year 0 0.00

CAMLIN FINE SCIENCES LIMITED | 45

V. INDEBTEDNESS – Indebtedness of the Company including interest outstanding/accrued but not
due for payment:
(` in Lakhs)

Secured Unsecured Deposits Total

Loans Loans Indebtedness
Excluding
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 15,894.95 - - 15,894.95
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 48.43 - - 48.43
Total (i+ii+iii) 15,943.39 - - 15,943.39
Change in Indebtedness during the financial year
* Addition 8,813.93 - - 8,813.93
* Reduction 1,367.07 - - 1,367.07
Net Change 7,446.86 - - 7,446.86
Indebtedness at the end of the financial year
i) Principal Amount 23,319.05 - - 23,319.05
ii) Interest due but not paid - - -
iii) Interest accrued but not due 71.19 - - 71.19
Total (i+ii+iii) 23,390.24 - - 23,390.24

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` in Lakhs)

Sr. Particulars of Remuneration Name of MD/WTD/Manager Total

No. Mr. A. S. Ms. Leena Mr. D. R. Amount
Dandekar Dandekar# Puranik*
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of 106.22 52.80 55.59 214.61
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 61.02 32.20 11.37 104.59
(c) Profits in lieu of salary under Section 17(3) Income-
tax Act, 1961
2 Stock Option
3 Sweat Equity - - - -
4 Commission - - -
– as% of profit
– others, specify
5 Others, please specify (contribution to PF/Gratuity / 17.85 8.87 26.72
Superannuation)
Total (A) 185.09 93.87 66.96 345.92
Ceiling as per the Act - - - -
#Ms. Leena Dandekar resigned w.e.f. 10th April, 2017
*Mr. D. R. Puranik re-designated as Executive Director w.e.f. 10th February, 2017. Resigned w.e.f. 19th May, 2017.

CAMLIN FINE SCIENCES LIMITED | 46

 B. Remuneration to other directors:

(` in Lakhs)

Sr. Particulars of Remuneration Name of Directors Total

No. P. M. Sapre S. M. A. E. B. A. N. A. A. R. Amount
Kulkarni Faizullabhoy Patel Paglietti Pradhan
1 Independent Directors
Fee for attending board/ 8.60 10.00 8.20 8.25 2.00 5.25 42.30
committee meetings
Commission - - - - - - -
Others, please specify - - - - - - -
Total (1) 8.60 10.00 8.20 8.25 2.00 5.25 42.30
2 Other Non-Executive A. S. N. V. D. D.
Directors Deshmukh Momaya Dandekar
Fee for attending board/ 3.00 5.00 6.55 14.55
committee meetings
Commission - - - -
Others, please specify - - 30.60 30.60
Remuneration
Total (2) 3.00 5.00 37.15 45.15
Total (B)=(1+2) - - - 87.45
Total Managerial - - - -
Remuneration
Overall Ceiling as per the Act - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(` in Lakhs)

Sr. Particulars of Remuneration Key Managerial Personnel Total

No. CEO CS CFO*
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of - 12.44 4.66 17.10
the Income-tax Act,1961
(b) Value of perquisites u/s 17(2) Income tax Act, 1961 - 4.29 0.20 4.49
(c) Profits in lieu of salary under Section - - - -
17(3) Income - tax Act, 1961
2 Stock Option - - - -
3 Sweat Equity - - -
4 Commission - - - -
– as% of profit
– others, specify
5 Others, please specify (contribution to PF/Gratuity / - 1.08 0.92 2.00
Superannuation)
Total - 17.81 5.78 23.59

*Mr. Santosh Parab designated as CFO w.e.f. 10th February, 2017. Refer to VI(A) above

CAMLIN FINE SCIENCES LIMITED | 47

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section Brief Details of Authority Appeal

of the Description Penalty/ [RD/NCLT/ made, if
Companies Punishment/ COURT] any (give
Act Compounding Details)
fees imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty Ni
l
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

For & On behalf of the Board

Dilip D. Dandekar Ashish S. Dandekar

Chairman Managing Director

CAMLIN FINE SCIENCES LIMITED | 48

MANAGEMENT DISCUSSION
AND ANALYSIS:
Camlin Fine Sciences (CFS), with its power of vertical The Company’s vertical integrated platform
integration has progressed and gained a firm footing in boosted the development of aroma chemicals for
its 3 large business verticals – Shelf Life Solutions, Aroma fragrance applications such as oriental perfumes,
Ingredients and Performance Chemicals. In FY2016-17, the specialty soaps, cosmetics, deodorants and house
Company focused on expanding its Shelf Life Solutions cleaning solutions. It can also partly replace
business with antioxidant blends for food and have spread some of the most expensive inputs in fragrance
across other segments such as pet food, animal nutrition, applications. New R&D projects are under
aquaculture, rendering and biodiesel in different markets. development for specialty chemical products
A glimpse of our operations in India and other regions in for flavors, fragrances, pharmaceuticals & allied
FY2016-17 are given below: industries.

I. Camlin Fine Sciences, India CFS has entered into a Share Purchase Agreement
to acquire 51% stake in Ningbo Wanglong Flavors
A. Shelf Life Solutions (SLS)
and Fragrances Company Limited (Wanglong).
CFS Shelf Life Solutions India business has Wanglong, a leading vanillin manufacturer
achieved a growth of 33% in volume in FY2016- produces vanillin through a patented process in its
17 as compared to FY2015-16. The Company’s 3500 sq.m dedicated facility in the coastal city of
strategy to forward integrate to antioxidant blends Yuyao, Zhejiang province. With our manufacturing
for food and feed has taken a progressive path. facilities spread across 4 continents, China will
further strengthen CFS’ access into Asia market
A range of SLS solutions (both traditional and
and rest of the world.
Natural blends) are being developed under the
brand Xtendra and NaSure. Few of SLS blends have C. PERFORMANCE CHEMICALS
been successfully scaled up to commercial scale.
During FY2016-17, the Performance Chemicals
Going forward, CFS will also focus on natural shelf
Division focused on deeper market penetration, by
life solutions which are gaining popularity due
adding distribution channels in newer geographies.
to increased consumer awareness in the market.
The Company has a distribution hub in China and
The Company has widened its applications for
has started catering to customers from this hub.
different food industries such as snacks, bakery,
Next focus is the entry into other key markets
spices and seasonings etc. and has also tapped
like US and Latin America for which setting-up of
potential for shelf life solutions in animal feed.
distribution hubs are in progress.
Since the commencement of Shelf Life Solutions
For Tertiary Butyl Catechol (TBC), newer markets
Testing and Application Laboratory in 2015, CFS’
like Japan  have been added with arrangements
Mumbai Head Office has gained momentum.
for a local facility for making solutions. In addition,
The laboratory has worked towards many new
there is an increased demand from customers in
product development and applications of shelf life
China. New customers have been added in Iran,
solutions for food and feed.
Malaysia, Korea and some other key markets.
B. Aroma Ingredients
Product approvals for Hydroquinone Monomethyl
CFS uses an environment friendly and clean Ether have been received from customers in
method for producing vanillin and ethyl vanillin China, US and Europe. Supplies have started to
(sold under the brand name Vanesse and Evanil customers in these geographies.
respectively) from Catechol. The Company makes
ODEB has been approved by two major customers
all key ingredients in-house and has gained
in India and commercial supplies have started. The
acceptance as a quality global vanillin player.
Company has tapped market in other geographies
FY2016-17 has seen volumes of vanillin and ethyl
where approvals processes are at advanced stage.
vanillin and have grown during FY2016-17.

CAMLIN FINE SCIENCES LIMITED | 49

 New customers for Guaiacol have also been added CFS North America, LLC
in the Indian market.
CFS North America, LLC is 100% wholly owned
II. GLOBAL OPERATIONS subsidiary of CFS which is headquartered in Urbandale,
Iowa. FY2016-17 was a year of building as it was the first
With consumers getting more and more conscious
full year of existence. It created functional structure to
about what they are eating, food has become a focal
launch the team for future success and serve customer
point. More and more people want to embrace good
base directly.
food, and need to trust in the quality of what’s going
within it. The Company is focusing highly on quality In May 2016, CFS North America completed its
traditional and natural shelf life solutions and its Customer Application Testing Laboratory set-up.
evaluation and applications for global food market. This full service lab provides customer support to the
Also, we aim to gain leadership position with superior region with regards to shelf life. In addition to providing
products and services. technical and analytical support to the customers, the
lab also performs the Quality Control parameters for
CFS DO BRASIL INDÚSTRIA, COMÉRCIO,
the antioxidant blends that are produced in the U.S
IMPORTAÇÃO E EXPORTAÇÃO DE ADITIVOS
ALIMENTÍCIOS LTDA. (CFS do Brasil) The largest opportunity for shelf life solutions comes
from Fats & Oils market. As the world’s leading vertically
With its fully functional blend manufacturing facility,
integrated producer of TBHQ and BHA, the Company
CFS do Brasil has been able to formulate and market
is well positioned to provide the shelf life products to
antioxidant blends to establish its shelf life solutions
these areas of the food industry. Additionally, FY2018
business in South America. It has seen a significant
will enhance capabilities to provide novel natural
jump of 390% in blend sales in FY2016-17. CFS is a
antioxidant solutions for the Meat & Poultry market. CFS
known player in the global antioxidant market. Its
North America’s participation in one of the largest food
extensive research and customer technical support
show, IFT (July 2017) would help showcase its product
meets the growing demand for antioxidants in South
line to global food industry. To show its preparedness
America.
for commitment. CFS participated in Petfood Forum in
The demand for high-end, premium pet foods with April 2017, one of the key exhibitions where the global
natural or ethically sourced materials are also on the rise petfood industry meets.
and is proving to be a major opportunity for companies
CFS North America has positioned itself to provide the
such as us. CFS do Brasil has proven natural shelf life
same or better level of service and product quality to
solutions to overcome challenges faced within the
the petfood and feed market with a more affordable
petfood industry. It has developed a program to ensure
price structure.
technologies and solutions have total traceability along
with FSSC 22000 certified state-of-art plant, where pet In January 2017, CFS North America kicked off its
food products are manufactured. new biodiesel antioxidant business for FY2017-18, this
Argentina is a major world exporter for biodiesel and segment would account to its growth.
Brazil is one of the largest producers of biodiesel in
Performance Chemicals would be a new segment
the world. The goal is to expand our blends to cater
for US to work on. In FY2017-18, CFS North America
to these biodiesel market. CFS do Brasil holds an
has plans to partner with Distributors in the U.S.
AGQM certification for its current blends and enhanced
who can warehouse some of our key performance
formulations sold to the biodiesel industries.
chemicals and expand into this market, in particular the
It’s focus will be to add differentiation through quality Petrochemicals related products from a regional level.
products and by providing service and distribution at a
Dresen Quimica S.A.P.I. de C.V. (CFS Dresen)
level that consistently exceeds customer expectations
for food and feed. The Company acquired 65% majority stake in Dresen
Quimica S.A.P.I. de C.V in May 2016. This partnership

CAMLIN FINE SCIENCES LIMITED | 50

 boosted the Company’s presence in Central America, to the said acquisition and regulatory approvals. The
Caribbean islands and Andean region. CFS Dresen is the acquisition process is expected to be completed in
leading supplier of blends for the food industry in the FY2017-18.
region with more than 85% market share. It is working
on consolidating its presence in Panama, Nicaragua and New Project at Dahej SEZ, Gujarat for Hydroquinone
Costa Rica through technical services and conferences. and Catechol manufacturing within the SEZ set up
It has also launched unique services and programs to
The main driver for Dahej expansion project is to
help its clients in this region to improve their business.
become a leading Diphenol supplier in the world, with
Because of the rise in the trend of “pet-humanization”, product portfolio having a growing demand globally
owners are becoming increasingly aware regarding for HQ, Catechol and Vanillin as well as its derivative/
pet health, nutrient uptake, and overall wellness. CFS down-stream products for expanding its Performance
Dresen is increasing its presence in this market, through Chemicals portfolio.
technical service and solutions that meets customer
With regards to its progress, the Company has received
needs. The focus is to double the business in next
environment clearance on the project. It has appointed
4 years, with greater thrust on key sizeable accounts
the Project management Consultant of international
(businesses), firming and building volumes with its star
repute and the project is expected to be in commercial
products, strengthening its service and simultaneously
production from FY2018-19 and is progressing as per
developing a strong new product pipeline.
schedule.
CFS Dresen recently received ISO 9001:2015 certification
RISKS AND CONCERNS:
of Quality assurance, with the introduction of adopting
risk-based approach in Quality Management Systems. In international markets, there are always associated risks,
however at the same time, there are more potential gains
CFS Europe SpA
one can receive.
CFS Europe SpA is poised and prepared to unlock new
CFS maintains a strategic approach to risk management.
possibilities as the Company straddles the entire value
Regardless of the Company’s stage of growth, CFS has the
chain from manufacturing-to-marketing. With the
ability to identify and manage risk that stands out as a vital
focus to strengthen this approach, CFS Europe SpA
element of success. The Company approaches it intelligently
shifted its office from its original plant site. The new
to reap its rewards and accelerate growth. The Company’s
office is located closer to the diphenol manufacturing
expansion strategy includes expansion into various countries
plant in Ravenna city, Italy. It is in process of setting-up
around the world. While the Company’s effort is to limit its
blend manufacturing unit and warehousing facility to
exposure by entering only countries where the political,
cater to the European customers and its expected to
social and economic environments are conducive to doing
be operational in FY2017-18.
business, there can be no assurances that the respective
CFS International Trading (Shanghai) Ltd. business environments will remain favorable. The Company
is constantly reviewing the risk aspects that may impact
On 15th April, 2016, a 100% wholly owned subsidiary adversely. It is the de-risking ability of the Company which
CFS International Trading (Shanghai) Ltd. was makes the difference.
incorporated in China (shanghai) pilot free trade zone
to manufacture and deal in specialty chemicals. The availability of key raw materials from international
sources at the right quantity and at right price is also  a
Proposed Acquisition / Joint Venture risk factor associated with the business of the Company.
However, the Company has mitigated this risk with CFS
During the year under review, the Company has entered Europe S.p.A., which facilitates backward integration. The
into a Share Purchase Agreement to acquire (either main raw material supplies are thus available at the right
through itself or its subsidiaries/group companies) quantity and at right price through proper planning and
51% stake in an entity in China namely Ningbo Wanglong with due diligence for the compliance of all aspect of
Flavors and Fragrances Company Limited, which shall transfer pricing, currency impacts within transfer pricing
be subject to certain conditions being fulfilled prior

CAMLIN FINE SCIENCES LIMITED | 51

and its monitoring on regular basis. Besides, the risk of over INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
dependence on few overseas suppliers for key raw material
The Company has adequate internal control procedures
and its price sensitivity has been taken care with this facility.
commensurate with its size and nature of business in India
Further, on the international currencies front, volatility and also at its subsidiaries abroad. The Company has clearly
laid down policies, guidelines and procedures that form a
of exchange rate is a matter of concern for a Company
part of the internal control systems. The adequacy of Internal
because major sales are in the form of exports worldwide
Control Systems, which encompasses the Company’s
besides corresponding imports in foreign currency for business processes and financial reporting systems, is
key raw materials. However, the risk associated with examined by the management as well as by its internal
currency fluctuation has been mitigated by effective forex auditors at regular intervals. The internal auditors carry out
management policy along with judicial use of natural hedge audits at regular intervals in order to identify weaknesses
provided by exports against its imports in view of the and suggest improvements for better functioning. The
Company being the net exporter on the currency front. The observations and recommendations of the Internal Auditors
Company still believes in adopting a very conservative and are discussed by the Audit Committee, to ensure effective
corrective action.
cautious forex policy to avoid any unwarranted effects of
currency volatility. FINANCIAL PERFORMANCE REVIEW:

As regards inflationary pressures and its impacts on the The major items of the financial statement on standalone
cost of manufacturing, the Company has taken suitable basis is shown below:
cost control steps at various levels of operations. The
costs are being monitored regularly to ensure that they Standalone Financial Results
would not affect the operating margins of the Company. (` In Lakhs)
Correspondingly, the steps taken by the Company for process 2016 – 2017 2015-2016
re-engineering, process improvements, yield improvements,
Net Sales & Other Income 33,772.35 41,588.78
technological up-gradation and other cost saving measures
have resulted in cost optimisation. Overall, these measures Profit before Interest & 3,854.79 7,123.62
have been fructified in improving the margins not only for Depreciation
existing core products but also for newly developed down- Interest 2,583.32 2,182.93
stream products.
Depreciation 1,158.97 1,014.86
Lack of clarity on future Government policies continues to be Profit/(Loss) before 112.50 3,925.83
an area of major concern for the industry. The exact impact exceptional item and tax
of this cannot be assessed until the proposed changes are Less : Exceptional Item - 454.73#
actually introduced and implemented.
Less: Provision for Tax (Net) 108.80 895.91
INFORMATION & TECHNOLOGY: Profit After Tax 3.70 2,575.19

In line with the overall growth objective and strengthening Balance available for 7,453.32 8,105.01
of infrastructure base, the Company had invested in Appropriation
Information Technology (IT) viz. SAP Enterprising Resource Appropriations:
Planning system for leveraging its business values. Through Proposed Dividend 29.30 436.35*
implementation of SAP the Company has improved its
Corporate Dividend Tax 5.46 89.03
operational efficiencies, inventory minimization and cost
optimization not only for its Indian operations but also in its General Reserve - 130.00
overseas manufacturing operations at Italy & Brazil. Balance Carried Forward 7,418.56 7,449.62

The Company views SAP as a strategic tool to enhance # Loss on final settlement of insurance claim
its operational efficiencies, through various functional * Includes short provision of ` 1.36 lakhs pertaining to the
integration. earlier periods.

CAMLIN FINE SCIENCES LIMITED | 52

Our results of operations on consolidated basis is as follows: faced by socially and economically backward classes.
Further, the Company understands the importance of CSR
The revenue from operations (net) on consolidated basis
initiatives and has donated funds to spread educational
was ` 53,393.05 lakhs as against ` 48,934.22 lakhs in the
awareness amongst children from tribal area school through
previous year thereby registering a growth of 9.11% on year
contributions towards these activities.
on year basis. The revenues were higher mainly due to
addition of Dresen Quimica SAPI de CV, Mexico revenues HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
of ` 120.97 Crores. Consolidated loss before tax was
` 428.49 lakhs as against profit before tax of ` 5,001.84 lakhs CFS believes in creating strong leadership and an inclusive
in previous year. Margins were impacted due to gestation environment for diverse cultures where differences in
losses in CFS North America LLC of ` 12.67 Crores and CFS views, perspectives are valued so that CFS team members
do Brasil Indústria, Comércio, Importação E Exportação De can innovate to drive the business forward. It invests in its
Aditivos Alimentícios Ltda of ` 3.67 Crores. CFS Europe SpA employees, nurturing their talent and helping them develop
results were also subdued due to volatile input prices. skills to match the demands of the business during each
different growth phase. It continuously seeks to inculcate
Consolidated Loss after tax was ` 753.73 lakhs as against within its employees, a strong sense of business ethics and
profit after tax of ` 3,582.00 lakhs in previous year. social responsibility.

CORPORATE SOCIAL RESPONSIBILITY (CSR): Relations with the employees at all levels remained
cordial during the year. The Company has 453 permanent
During the Financial Year 2016-17, the Company has spent
employees as on 31st March 2017.
` 72.15 lakhs towards CSR activities through various trusts
and NGO’s operating in the areas of promoting education, For & On behalf of the Board
including special education and employment enhancing
vocation skills especially among children, women,
healthcare, the differently abled, promoting gender equality, Dilip D. Dandekar Ashish S. Dandekar
empowering women and measures for reducing inequalities Chairman Managing Director

CAMLIN FINE SCIENCES LIMITED | 53

REPORT ON CORPORATE
GOVERNANCE
Your Directors present the Company’s Report on Corporate Governance as per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the year ended 31st March, 2017.

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Your Company’s philosophy of corporate governance is to conduct its business on the basis of ethical business value
and maximise its value to all its stakeholders. The Company has inculcated a culture of transparency, accountability
and integrity. The Company has already put in place systems and procedures and has complied with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

2. BOARD OF DIRECTORS:
Composition

The Company has a Non-Executive Chairman and the number of Independent Directors was half of the total strength of
the Board. The Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR, 2015) in respect of the Composition of the Board.

None of the Independent Directors have any material pecuniary relationship or transactions with the Company.

Necessary disclosures regarding composition of the Board, category, attendance of Directors at the Board Meetings
and last Annual General Meeting, number of other Directorship and other Committee Memberships (Audit/Stakeholder
Relationship Committee) are given below:-

Name & Designation of Category No. of No. of Attendance No. of Committee

Directors Board Directorships at last AGM positions held in other
Meetings held in other Companies
attended Companies Chairman of Member of
Committee Committee
Mr. Dilip D. Dandekar NED 5 12 Yes Nil Nil
Chairman
Mr. Ashish S. Dandekar ED/Promoter 5 7 Yes Nil Nil
Managing Director
Mr. Pramod M. Sapre NED (I) 4 1 Yes Nil Nil
Mr. Sharad M. Kulkarni NED (I) 5 6 Yes 2 4
Mr. Abeezar E. NED (I) 4 2 Yes Nil Nil
Faizullabhoy
Mr. Bhargav A. Patel NED (I) 4 7 Yes Nil 1
Mr. Dattatraya R. Puranik# ED 5 2 Yes Nil Nil
Ms. Leena Dandekar* ED/Promoter 5 - Yes Nil Nil
Group
Mr. Nirmal V. Momaya NED 5 13 Yes Nil Nil
Mr. Atul R. Pradhan NED (I) 5 3 Yes Nil Nil
Mr. Nicola A. Paglietti NED (I) 2 - Yes Nil Nil
Mr. Ajit S. Deshmukh NED 3 5 Yes Nil Nil

# Resigned w.e.f. 19th May, 2017.

*Resignation effective from 10th April, 2017.
ED – Executive Director/ NED – Non-Executive Director / NED (I) – Non-Executive Director (Independent)

CAMLIN FINE SCIENCES LIMITED | 54

 None of the Directors on the Board is a member of more than 10 committees or Chairman of more than 5 Committees
as specified in SEBI LODR 2015 across all the Companies in which he/she is a Director.

Mr. Dilip D. Dandekar is the paternal uncle of Mr. Ashish S. Dandekar. None of the other Directors on the Board are related
to each other.

Web link of Familiarisation Programmes imparted to NED(I) is http://www.camlinfs.com/IR.php.

Number of Board Meetings:-

During the financial year 2016-2017, 5 (five) Board Meetings were held on the following dates:

Sr. No. Date Board Strength No. of Directors Present

1 23rd May, 2016 12 9
2 3rd June, 2016 12 10
3 10th August, 2016 12 11
4 10th November, 2016 12 12
5 10th February, 2017 12 10

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Managerial Personnel of the Company.
The Code of conduct is available on web site of the Company at http://www.camlinfs.com/IR.php.

All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct.

PROFILE OF THE MEMBERS OF THE BOARD OF DIRECTORS BEING RE-APPOINTED:

(A) Mr. Ajit Shamrao Deshmukh

Mr. Ajit Shamrao Deshmukh posses over 21 years experience in management and leadership of IT and Investment
Banking Industry.

Mr. Deshmukh aged 48 years is BE in Electronics and Post Graduate from NCST.

Mr. Deshmukh has successfully handled technology leadership positions at Citigroup and US Department of
Defense. He has 17 Years of experience as a successful entrepreneur in IT and financial services.

He is director in the following Companies/LLP:

Sr. No. Names of the Companies

1 Wizarth Advisors Private Limited
2 Aarav Fragrances and Flavors Private Limited
3 Indian Magic Eye Private Limited
4 Igrenenergi Services Private Limited
5 Equirus Finance Private Limited
6 Yashwant Developers LLP

CAMLIN FINE SCIENCES LIMITED | 55

 (B) Mr. Dilip Digambar Dandekar

Mr. Dilip D. Dandekar, aged 66 years is Director of the Company since June 2006. Mr. Dilip D. Dandekar, G.C.D., has
long and vast experience in the field of Marketing, Administration and overall Management.

He is director in the following Companies/LLP:

Sr. No. Names of the Companies /bodies corporate/ firms/ association of individuals
1 Kokuyo Camlin Limited
2 Alphakids Learning and Activity Centre Limited
3 Triveni Pencils Limited
4 Nilmac Packaging Industries Limited
5 Camart Finance Limited
6 Camlin International Limited
7 CAFCO Consultants Limited
8 DDI finance Private Limited
9 Colart Camlin Canvas Private Limited
10 Indian Merchant Chambers
11 Datamatics Global Services Limited
12 Lumina Datamatics Limited

3. COMMITTEES OF THE BOARD:

As required under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and ESOP Guidelines, the Board of Directors has inter-alia in place five (5) Committees: Audit Committee, Stakeholders
Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and
Compensation Committee. The role and responsibilities assigned to these Committees are covered under the terms
of reference approved by the Board and are subject to review by the Board from time to time. The minutes of the
Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee and Compensation Committee are placed before the Board periodically for its information
and noting. The details as to the composition, terms of reference, number of meeting and the related attendance etc., of
these Committees are given below:

a) AUDIT COMMITTEE:

Composition, meetings and the attendance during the year:

The Audit Committee was constituted on 27th November, 2006. The Company has complied with all the requirements
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI
LODR 2015) relating to the composition of the Audit Committee.

During the financial year 2016-2017, four (4) meetings of the Audit Committee were held on the 23rd May, 2016, 10th
August, 2016, 10th November, 2016 and 10th February, 2017.

CAMLIN FINE SCIENCES LIMITED | 56

 The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of Meetings attended

Mr. Sharad M. Kulkarni Chairman NED (I) 4
Mr. Pramod M. Sapre Member NED (I) 3
Mr. Abeezar E. Faizullabhoy Member NED (I) 3
Mr. Bhargav A. Patel Member NED (I) 3

The Audit Committee meetings were attended by the Non-Executive Chairman, Independent Directors, the Managing
Director, the Executive Director and Chief Financial Officer. The representatives of the Internal Auditors, Statutory
Auditors were also invited to the meeting. The Company Secretary acted as the Secretary to the Committee.

Terms of reference:

The terms of reference of the Committee, interalia covers the matters specified under Regulation 18 of SEBI LODR
2015 as amended from time to time as well as specified in Section 177 of the Companies Act, 2013 read alongwith
rules made thereunder. Besides, in additions to other terms as may be referred by the Board of Directors, the Audit
Committee has the power interalia, to investigate any activity within its terms of reference and to seek information
from any employee of the Company and seek legal and professional advice.

b) NOMINATION AND REMUNERATION COMMITTEE:

Composition, meetings and the attendance during the year:

The Nomination and Remuneration Committee was constituted on 12th May, 2014 in place of earlier Remuneration
Committee.

During the financial year 2016-2017, Two (2) meetings of the Committee were held on the 23rd May, 2016 and 10th
February, 2017.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of Meetings attended

Mr. Pramod M. Sapre Chairman NED (I) 1
Mr. Sharad M. Kulkarni Member NED (I) 2
Mr. Abeezar E. Faizullabhoy Member NED (I) 1
Mr. Bhargav A. Patel Member NED (I) 2

Terms of reference:

The role, broad terms and reference of the committee includes the following:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel
and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board;

c. Devising a policy on Board diversity;

d. Identifying persons who are qualified to become directors and who may be appointed in senior management

CAMLIN FINE SCIENCES LIMITED | 57

 in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The
Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Remuneration Policy and Performance evaluation criteria for Independent Directors

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and
evaluation criteria for performance evaluation of Independent Directors. The Nomination and Remuneration Policy
and evaluation criteria of Independent Directors have been appended herewith as Annexure- A & B.

The aforesaid Policy and evaluation criteria is disclosed on the Company’s website and the weblink for the same is
http://www.camlinfs.com/IR.php.

Remuneration to Directors:

(A) MANAGING DIRECTOR

Following is the Remuneration details of the Managing Director for the financial year ended 31st March, 2017.

(` In Lakhs)

Name Salary Perquisites Commission Contribution to P.F. and Total

# Other Funds
Mr. Ashish S. Dandekar 106.22 61.02 - 17.85 185.09

#Perquisites interalia, include reimbursement of expenses/allowances for utilities such as rent, gas, electricity,
water, furnishing and repairs, medical reimbursement, leave travel concession, club fees, provision of car with
driver, telephone/fax facilities, benefit of personal accident insurance scheme etc.,

The Managing Director is also entitled to Company’s contribution to provident fund, superannuation, gratuity
and encashment of leave at the end of tenure as per the rules of the Company & Commission on net profit of
the Company.

Agreement for appointment for a period of three (3) years w.e.f. 1st August, 2015 has been entered into with
the Managing Director.

(B) EXECUTIVE DIRECTOR

Following is the Remuneration details of the Executive Director for the financial year ended 31st March, 2017.

(` In Lakhs)

Name Salary Perquisites Contribution to P.F. and Total

# Other Funds
Ms. Leena Dandekar 52.80 32.20 8.87 93.87

#Perquisites interalia, include reimbursement of expenses/allowances for utilities such as gas, electricity, water,
furnishing and repairs, medical reimbursement, leave travel concession, club fees, provision of car with driver,
telephone/fax facilities, benefit of personal accident insurance scheme etc.,

Agreement for a period of three (3) years w.e.f. 1st July, 2014 was entered into with the Executive Director.
On 10th April, 2017, resignation letter was received by Company of Ms. Leena Dandekar, Executive Director
tendering her resignation from the directorship on personal grounds. The Board took the note of the same and
placed on record its appreciation for the services rendered during her tenure as ‘Executive Director’.

CAMLIN FINE SCIENCES LIMITED | 58

 (C) EXECUTIVE DIRECTOR

Following is the Remuneration details of the Executive Director for the financial year ended 31st March, 2017.

(` In Lakhs)

Name Salary Commission Perquisites # Total

Mr. Dattatraya R. Puranik 55.59 - 11.37 66.96

#Perquisites interalia, include reimbursement of expenses/allowances for utilities such as gas, electricity, water,
furnishing and repairs, medical reimbursement, leave travel concession, club fees, provision of car with driver,
telephone/fax facilities, benefit of personal accident insurance scheme & commission on net profit etc.,

Agreement for a period of three (3) years w.e.f. 1st August, 2016 has been entered into with the Executive
Director. In view of the succession plans of the Company, Mr. Santosh Parab, a Fellow Member of Institute of
Chartered Accountants of India was appointed as Senior Vice President – Finance, Accounts and Taxation on
01st December, 2015. Mr. Santosh Parab was promoted and designated as Chief Financial Officer (CFO) of the
Company w.e.f. 10th February, 2017 on re-designation of Mr. D. R. Puranik as Executive Director. Mr. Puranik
tendered his resignation on personal grounds w.e.f. 19th May, 2017. The Board took the note of the same and
placed on record its appreciation for the services rendered during his tenure as ‘Executive Director’.

(D) NON-EXECUTIVE DIRECTORS / INDEPENDENT DIRECTORS

During the financial year 2016-2017, the Company has paid remuneration (excluding sitting fees) to Mr. Dilip D.
Dandekar. The detail of payment is given below:

(` In Lakhs)

Name Category Amount Paid

Mr. Dilip D. Dandekar NED 30.60

Besides the above payment of remuneration, the Company pays sitting fees to Non-Executive Directors /
Independent Directors for attending the meetings of the Board / Committees of the Board and reimbursement
of conveyance for attending such meetings.

Additionally, we pay commission to Non-Executive Directors / Independent Directors except Mr. Dilip D.
Dandekar, subject to profitability. However, no commission was recommended for the financial year 2016-17.
The details of remuneration (including sitting fees, salaries, arrears, commission and perquisites) of the existing
Non-Executive Directors during the year 2016-2017 are given below:
(` In lakhs)
Name Category Commission / Remuneration Sitting Fees Total
Mr. Dilip D. Dandekar NED (Chairman) 30.60 6.55 37.15
Mr. Sharad M. Kulkarni NED (I) - 10.00 10.00
Mr. Pramod M. Sapre NED (I) - 8.60 8.60
Mr. Abeezar E. Faizullabhoy NED (I) - 8.20 8.20
Mr. Bhargav A. Patel NED (I) - 8.25 8.25
Mr. Nirmal V. Momaya NED - 5.00 5.00
Mr. Atul R. Pradhan NED (I) - 5.25 5.25
Mr. Nicola A. Paglietti NED (I) - 2.00 2.00
Mr. Ajit S. Deshmukh NED - 3.00 3.00
NED – Non-Executive Director / NED (I) – Non-Executive Director (Independent)

CAMLIN FINE SCIENCES LIMITED | 59

 Details of stock options granted / vested during the year

The Company has introduced the ESOP Scheme viz. “CAMLIN FINE SCIENCES EMPLOYEES STOCK OPTION
SCHEME 2014” to its permanent Employees in the financial year 2014-15. The details of ESOP’s granted under
the aforesaid schemes to its directors are enclosed to the Directors Report.

Details of Shareholding of Present Non-Executive Director/Independent Directors as on 31st March, 2017.

Present Directors Name Shares held

Mr. Dilip D. Dandekar 14,27,120
Mr. Pramod M. Sapre 1,84,990
Mr. Sharad M. Kulkarni 1,61,400
Mr. Abeezar E. Faizullabhoy 1,63,000
Mr. Bhargav A. Patel 1,50,000
Mr. Atul R. Pradhan -
Mr. Nicola Paglietti -
Mr. Nirmal V. Momaya 36,01,520
Mr. Ajit S. Deshmukh 40

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition, meetings and the attendance during the year.

The Stakeholders Relations Committee was constituted on 29th May, 2014 in place of Shareholders/Investors
Grievance Committee to look into the redressing of Shareholders and Investors complaints concerning transfer of
shares, non receipt of Annual Reports, and non receipt of Dividend etc.

During the financial year 2016-2017 one (1) meeting was held on 10th February, 2017.

The Details of composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of Meetings attended

Mr. Abeezar E. Faizullabhoy Chairman NED (I) 1
Mr. Dilip D. Dandekar Member NED 1
Mr. Ashish S. Dandekar Member ED 1

The Board has designated Mr. Rahul Sawale, Group Company Secretary as the Compliance Officer.

Complaints received and redressed by the Company during the financial year.

During the year, two complaints were received from the shareholders on the SEBI website www.scores.gov.in/
Admin out of which one complaint was pending and not solved to the satisfaction of the shareholder.

4. COMPENSATION COMMITTEE:
Composition, meeting and the attendance during the year

The Compensation Committee was constituted on 29th April, 2008.

During the financial year 2016-2017 one (1) meeting was held on 3rd June, 2016.

CAMLIN FINE SCIENCES LIMITED | 60

 Details of Composition of the Committee and attendance of the members at the meeting are given below:

Name Designation Category No. of Meetings attended

Mr. Abeezar E. Faizullabhoy Chairman NED (I) 1
Mr. Dilip D. Dandekar Member NED 1
Mr. Ashish S. Dandekar Member ED 1
Mr. Pramod M. Sapre Member NED (I) 1
Mr. Sharad M. Kulkarni Member NED (I) 1
Mr. Bhargav A. Patel Member NED (I) 1

Terms of reference

Ɣ To formulate Employees Stock Option Scheme (ESOP) and its implementation.

Ɣ To administer and supervise the compliance of the detailed terms and conditions in accordance with SEBI Guidelines.

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Composition, meeting and the attendance during the year

The Corporate Social Responsibility Committee was constituted on 29th May, 2014.

During the financial year 2016-2017 one (1) meeting was held on 10th November, 2016.

Details of Composition of the Committee and attendance of the members at the meeting are given below:

Name Designation Category No. of Meetings attended

Mr. Abeezar E. Faizullabhoy Chairman NED (I) 1
Mr. Dilip D. Dandekar Member NED 1
Mr. Ashish S. Dandekar Member ED 1

The role, broad terms and reference of the committee shall include the following:

a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy;

b. Recommend the amount of expenditure to be incurred on the CSR activities to the Board;

c. Monitor the Corporate Social Responsibility Policy of the Company from time to time.

6. INDEPENDENT DIRECTORS’ MEETING:

As required under Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI LODR 2015, the Independent
Directors have to hold at least one meeting in a year, without the attendance of non-independent directors and members
of the management.

During the financial year 2016-2017 one (1) meeting was held on 10th February, 2017.

The role, broad terms and reference of the committee shall include the following:

a. Review the performance of Non-Independent Directors and the Board as a whole;

b. Review the performance of the Chairperson of the Company, taking into account the views of Executive directors
and Non-executive Directors;

CAMLIN FINE SCIENCES LIMITED | 61

 c. Assess the quality, quantity and timeliness of flow of information between the Company management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

7. GENERAL BODY MEETINGS:

Details of location, date and time of Annual General Meetings held during the last three years:

Financial Year (FY) Venue Date and Time

2015-2016 Walchand Hirachand Hall, Indian Merchants Chamber Marg, 10th August, 2016 at 3.30 p.m.
Churchgate, Mumbai 400020.
2014-2015 Walchand Hirachand Hall, Indian Merchants Chamber Marg, 5th August, 2015 at 3.00 p.m.
Churchgate, Mumbai 400020.
2013-2014 Babasaheb Dahanukar Sabhagriha, Maharashtra Chamber 4th August, 2014 at 3.00 p.m.
of Commerce, Industry & Agriculture (MACCIA), Oricon
House, 6th Floor, 12, K. Dubhash Marg, Near Kala Ghoda, Fort,
Mumbai - 400 001

2 (two) Special Resolutions were passed at the 21st Annual General meeting for FY 2013-14, 2 (Two) Special Resolutions
were passed at the 22nd Annual General Meeting FY 2014-15, 4 (four) Special Resolutions were passed at the 23rd
Annual General Meeting for FY 2015-16.

8. DISCLOSURES
Related Party Transactions

The Company did not enter into any materially significant related party transactions, which had potential conflict with the
interest of the Company at large. The register of contracts containing the transactions in which Directors are interested
is placed before the Board regularly for its approval.

Transactions with the related parties are disclosed in the notes to the Financial Statements in the Annual Report.

Web link where policy for determining ‘material’ subsidiaries is disclosed; http://www.camlinfs.com/IR.php.

Web link where policy on dealing with related party transactions; http://www.camlinfs.com/IR.php.

Compliance with Regulations

The Company has complied with all the requirements of the SEBI LODR 2015 with the Stock Exchanges as well as the
regulations and guidelines of SEBI. Consequently, no penalties were imposed or strictures passed against your Company
by SEBI, Stock Exchanges or any other statutory authority in any matter relating to capital markets after the listing of
Shares on the BSE Ltd. and National Stock Exchange of India Ltd.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement,
if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about
the Company’s operations and working environment, including possible breaches of Company’s policies and standards
or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against
such employees. It is hereby affirmed that in relation to the same, no personnel have been denied access to the Audit
Committee.

CAMLIN FINE SCIENCES LIMITED | 62

 CEO / CFO Certification

Managing Director and the Executive Director & Chief Financial Officer of the Company have furnished the requisite
Compliance Certificates to the Board of Directors under Regulation 17 of the SEBI LODR 2015.

Compliance with Corporate Governance requirements

The Company has complied with the mandatory corporate governance requirements specified in regulations 17 to 27
and clause (b) to (i) of sub-regulation (2) of regulation 46 of SEBI LODR 2015.

Mandatory and non-mandatory requirements

The Company has complied with the mandatory requirements of SEBI LODR 2015 which are detailed in the annual report
and also have adopted some of the non-mandatory requirements of SEBI LODR 2015 viz. Non-executive Chairman to the
Board, reporting of internal auditor to the Audit Committee and separate posts for Chairman and Managing Director.

9. MEANS OF COMMUNICATION:
Ɣ The quarterly and half-yearly results are published in widely circulating national and local dailies such as Economic
Times, and Maharashtra Times.

Ɣ Official news releases and presentations made to investors are disclosed to the Stock Exchange(s) and are also
provided on the Company’s web-site i.e. www.camlinfs.com within the time frame prescribed in this regard.

Ɣ As per requirements of the Listing Agreement, all data relating to the quarterly financial results, shareholding
pattern etc., is provided on the Company’s web-site i.e. www.camlinfs.com within the time frame prescribed in this
regard.

10. GENERAL SHAREHOLDER INFORMATION:

As indicated in the Notice to our Shareholders, the 24th Annual General Meeting of the Company will be held on Friday
21st July, 2017 at 3.30 p.m. at Walchand Hirachand Hall, Indian Merchants Chamber Marg, Churchgate, Mumbai 400 020.

i. Financial Calendar Financial Reporting by

Financial Year : April – March
Unaudited Results for the quarter ending 30th June, 2017. : Mid of September, 2017
Unaudited Results for the quarter ending 30th September, 2017. : Mid of November, 2017
Unaudited Results for the quarter ending 31st December, 2017. : Mid of February, 2017
Audited Results for the year ending 31st March, 2018. : end of May, 2018
ii. Date of Book Closure : From 15th July, 2017 to 21st July, 2017 (both
days inclusive)
iii. Date of Dividend Payment : Not applicable
iv. Listing of Equity Shares on Stock Exchanges : The Equity Shares of the Company are listed
at BSE Limited (Stock Code 532834) & The
National Stock Exchange of India Limited
(CAMLINFINE). The Company has duly paid
the annual listing fees to the respective stock
exchange(s)
v. Demat ISIN in CDSL/NSDL : INE052I01032

CAMLIN FINE SCIENCES LIMITED | 63

 vi. Share Price (High & Low) for the year 2016-2017 at BSE and NSE:-

BSE NSE
Month High (`) Low (`) High (`) Low (`)
April, 2016 107.40 87.60 107.40 87.30
May, 2016 103.00 89.15 103.30 89.10
June, 2016 99.75 85.00 99.90 84.50
July, 2016 97.80 90.95 97.80 91.10
August, 2016 96.00 84.00 96.05 83.80
September, 2016 94.80 82.65 94.75 82.00
October, 2016 119.60 84.15 119.70 84.10
November, 2016 116.00 91.00 115.95 90.15
December, 2016 108.95 95.00 108.80 97.05
January, 2017 118.90 100.40 118.90 100.00
February, 2017 114.05 94.05 114.90 93.00
March, 2017 96.95 89.00 96.75 89.00

Stock Performance:

The performance of the Company’s share in comparison to BSE and NSE Sensex is given in the Chart below:

Monthly High - Low CFSL Share Price / BSE Sensex Monthly High - Low CFSL Share Price / NIFTY
130 30000 115 10000

29621 111
110
110
28743
28452 28000
28052 27930 9174
27866 105
26626 27656 105
110 8880
27000 112 8786
26668 26653 110 8639 101
26000 100 8611 8626
CFSL Quotes

CFSL Quotes

8561
BSE Sensex

NIFTY
100
25607 104 8288 8225
8160 8186 8000
100 94 95
99 94
95 7850 93
24000
94 95 94
90 93
90
89 90
87 87
85 22000
85
85

70 20000 80 6000
Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17
Period Period

QUOTES BSE SENSEX QUOTES NIFTY

vii. Registrars and Share Transfer Agents for Shares:

M/s. Link Intime India Private Limited, C 101, 247 Park, L. B .S. Marg, Vikhroli (West), Mumbai – 400083, Toll free
number : 1800 2208 78 Email id: [email protected]

viii. Share Transfer System:

Presently, the Share Transfers which are received in physical form are processed by the Registrars and Share Transfer
Agent and approved by the Committee of Directors in their meeting which normally meets twice in a month and the
share certificates are returned within a period of 20 to 25 days from the date of lodgment, subject to the transfer
instrument being valid and complete in all respects.

CAMLIN FINE SCIENCES LIMITED | 64

 ix. Distribution of Shareholding as on 31st March, 2017.

No. of Equity Shares Held No. of Percentage of No. of Shares Percentage of

Shareholders Shareholders Shares
Up to 500 21306 72.93 3086046 2.97
501 - 1000 3241 11.09 2837523 2.74
1001 - 2000 2327 7.97 4033767 3.89
2001 – 3000 644 2.20 1627703 1.57
3001 - 4000 480 1.64 1785463 1.72
4001 - 5000 366 1.25 1686913 1.63
5001 - 10000 412 1.41 3041108 2.93
10001 and above 440 1.51 85611047 82.55
TOTAL 29216 100.00 103709570 100.00

x. Dematerialisation of Shares:

The Company’s Equity Shares are held in dematerialised form by National Securities Depository Limited (NSDL)
and Central Depository Services India Limited (CDSL) under ISIN No. INE052I01032. As on 31st March, 2017, 97.31%
of the totals shares of the Company have been dematerialised.

xi. Outstanding: GDR/ADR/Warrants/Options

As of date, the Company has not issued GDRs/ADRs/Options.

The Company has issued 5,24,240 Equity Shares of ` 1/- each to its employees under the ESOP Schemes of 2014 at
a price of ` 67/- per Share respectively on 19th September, 2016 and 15th February, 2017.

xii. Subsidiary Company

The Company does not have any materially unlisted Indian Subsidiary Company and hence is not required to have
an Independent Director of the Company on the Board of such Subsidiary.

xiii. Plant Location : D-2/3 M.I.D.C. Boisar, Tarapur, Dist. Thane 401 506.
N/165 M.I.D.C. Boisar, Tarapur, Dist. Thane 401 506.

xv. Address for correspondence:

Registered Office : Plot No. F/11 & F/12, WICEL, Opp. SEEPZ Main Gate,
Central Road, Andheri East, Mumbai 400 093.

Tel No. : 022-6700 1000

Fax No. : 022-28324404

E-mail : [email protected]

xvi. Secretarial Department:

The Company’s Secretarial Department, headed by the Company Secretary, is situated at the Registered Office
mentioned above. Shareholders/Investors may contact the Company Secretary for any assistance they may need.

CAMLIN FINE SCIENCES LIMITED | 65

12. NON MANDATORY REQUIREMENTS:
Non Executive Chairman’s Office:

The Chairman of the Company is a Non Executive Chairman

Shareholders rights:

The Quarterly, Half Yearly and Annual Financial Results of the Company are published in the Newspaper and also posted
on the Company’s website. The complete Annual Report is sent to each and every Shareholder of the Company.

Audit Qualifications:

There are no Audit qualifications in the Company’s financial statement for the year under reference.

Separate post for chairman & CEO

The Company has appointed separate persons to the post of Chairman and Managing Director.

Reporting of internal auditor

The internal auditor reports directly to the Audit Committee.

For & On behalf of the Board

Dilip D. Dandekar Ashish S. Dandekar

Chairman Managing Director
Place : Mumbai
Dated : 19th May, 2017

CAMLIN FINE SCIENCES LIMITED | 66

Declaration by the Managing Director as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

We hereby declare that all Directors and Senior Management personnel of the Company have affirmed compliance with the
Code of Conduct of the Company for the financial year ended 31st March, 2017.

Ashish S. Dandekar
Managing Director

Place : Mumbai
Dated : 19th May, 2017

Certificate from Practicing Company Secretaries Regarding Compliance of

Conditions of Corporate Governance

The Members of Camlin Fine Sciences Limited

We have examined the compliance of conditions of Corporate Governance by Camlin Fine Sciences Ltd for the year
ended on 31st March, 2017 as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 pursuant to Listing Agreements of the said Company with Stock Exchanges (‘the
Regulations’).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as specified in the Regulations referred above.

We have to state that no investor grievance is pending for a period exceeding one month against the Company as per the
records maintained by the Registrars and Transfer Agents and reviewed by the Stakeholders Relationship Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

For JHR & Associates

Company Secretaries

Place : Thane J. H. Ranade

Dated : 18th May, 2017 (Partner)
(FCS: 4317, CP: 2520)

CAMLIN FINE SCIENCES LIMITED | 67

ANNEXURE A TO CORPORATE
GOVERNANCE REPORT
NOMINATION AND REMUNERATION POLICY

INTRODUCTION

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration
to all Directors, key managerial personnel and employees of the Company, to harmonize the aspirations of human resources
consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement
with the stock exchanges (as amended from time to time), this policy on nomination and remuneration of Directors, Key
Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee
(“the Committee”) and approved by the Board of Directors of the Company. The Committee plays a dual role of,

O Identifying potential candidates for becoming members of the Board and determining the composition of the Board
based on the need and requirement of the Company from time to time and also identify persons to be recruited in the
senior management of the Company; and

O To ensure the Companies compensation packages and other human resource practices are effective in maintaining a
competent workforce and to lay down a framework in relation to remuneration of directors, KMP, senior management
personnel and other employees.

OBJECTIVES

This Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto
and Clause 49 under the Listing Agreement. The key objectives of the Committee are as follows:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior
Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further
evaluation.

c) To recommend to the Board on remuneration payable to the Directors and Key Managerial Personnel.

d) Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

e) To provide to Directors, Key Managerial Personnel and Senior Management reward linked directly to their effort,
performance, dedication and achievement relating to the Company’s operations.

f) To retain, motivate and promote talent and to ensure long term sustainability of talented persons and create competitive
advantage.

APPLICABILITY

The Policy is applicable to:

1) Directors ( Executive, Non-Executive and Independent)

2) Key Managerial Personnel

3) Senior Management Personnel

CAMLIN FINE SCIENCES LIMITED | 68

DEFINITIONS

š “Act” means the Companies Act, 2013 and Rules framed there under, including notifications, clarifications and guidelines
issued by Ministry of Corporate Affairs from time to time.

š “Board” means Board of Directors of the Company.

š “Company” means Camlin Fine Sciences Limited.

š “Directors” mean Directors of the Company.

š “Key Managerial Personnel” means

i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. Such other officer as may be prescribed.

š “Senior Management” means Senior Management means the personnel of the Company who are members of its core
management team excluding Board of Directors comprising all members of management one level below the Executive
Directors including the Functional heads.

š “Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the Company, constituted
in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

š “Policy or This Policy” means, “Nomination and Remuneration Policy.”

š “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and
includes perquisites as defined under the Income-tax Act, 1961.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the
Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

GUIDING PRINCIPLES

The Policy ensures that:

Y Potential candidates are identified for becoming members of the Board and also to identify persons to be recruited in
the senior management of the Company including KMP’s;

Y Determining the composition of the Board based on the need and requirement of the Company from time to time;

Y To lay down criteria for appointment, removal of directors, Key Managerial Personnel and Senior Management Personnel
and evaluation of their performance;

Y To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create
competitive advantage;

Y The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the
quality required to run the Company successfully;

Y Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

Y Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and
incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its
goals.

CAMLIN FINE SCIENCES LIMITED | 69

ROLE AND DUTIES OF THE COMMITTEE IN RELATION TO NOMINATION AND REMUNERATION MATTERS

A. ROLE OF THE COMMITTEE:

The Role of the Committee inter alia will be the following:

a) To carry out evaluation of Director’s performance and recommend to the Board appointment / removal based on
his / her performance;

b) To formulate a criteria for determining qualifications, positive attributes and independence of a Director;

c) To recommend to the Board the appointment and removal of Key Managerial Personnel and Senior Management;

d) To recommend to the Board on (i) Remuneration for Directors and Key Managerial Personnel and (ii) Executive
Directors remuneration and incentive;

e) To make recommendations to the Board concerning any matters relating to the continuation in office of any
Director at any time including the suspension or termination of service of an Executive Director as an employee of
the Company subject to the provision of the law and their service contract;

f) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to
performance is clear and meets appropriate performance benchmarks;

g) To devise a policy on Board diversity;

h) To develop a succession plan for the Board and to regularly review the plan.

B. DUTIES OF THE COMMITTEE IN RELATION TO NOMINATION MATTERS:

The duties of the Committee in relation to nomination matters include:

1. Ensuring that there is an appropriate induction in place for new Directors, Key Managerial Personnel and members
of Senior Management and reviewing its effectiveness;

2. Ensuring that on appointment to the Board, Independent Directors receive a formal letter of appointment in
accordance with the Guidelines provided under the Act;

3. Determining the appropriate size, diversity and composition of the Board;

4. Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

5. Evaluating the performance of the Board members and Senior Management in the context of the Company’s
performance from business and compliance perspective;

6. Recommend any necessary changes to the Board; and

7. Considering any other matters, as may be requested by the Board.

C. DUTIES OF THE COMMITTEE IN RELATION TO REMUNERATION MATTERS:

The duties of the Committee in relation to remuneration matters include:

1. Based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract
retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all
elements of the remuneration of the members of the Board.

2. Approving the remuneration of the Directors and key managerial personnel of the Company for maintaining a
balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the
working of the Company.

CAMLIN FINE SCIENCES LIMITED | 70

 3. Delegating any of its powers to one or more of its members of the Committee.

4. Considering any other matters as may be requested by the Board.

COMMITTEE MEMEBERS INTEREST AND VOTING

A. COMMITTEE MEMEBERS INTEREST

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a
meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the
Committee.

B. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members
present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

PROVISIONS RELATING TO APPOINTMENT, REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

A. APPOINTMENT CRITERIA AND QUALIFICATIONS

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for
appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for
appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed
by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Managing Director or Whole-time
Director who has attained the age of seventy years. Provided that the term of the person holding this position may
be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution
based on the explanatory statement annexed to the notice for such motion indicating the justification for extension
of appointment beyond seventy years.

B. TERM/TENURE

1. MANAGING DIRECTOR/ WHOLETIME DIRECTOR:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive
Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before
the expiry of term.

2. INDEPENDENT DIRECTOR:

1. An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company
and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of
such appointment in the Board’s report.

2. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director
shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or be
associated with the Company in any other capacity, either directly or indirectly.

CAMLIN FINE SCIENCES LIMITED | 71

 3. At the time of appointment of Independent Director it should be ensured that number of Boards on which
such Independent Director serves is restricted to seven listed companies as an Independent Director and three
listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed
Company.

C. EVALUTION:

The evaluation of performance of every Director and KMP shall be carried as and when may be decided by the Committee.

D. REMOVAL/VACANCY:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other
applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing,
removal of a Director and KMP subject to the provisions and compliance of the said Act, rules and regulations. Vacancy
may also arise due to retirement, resignation, death etc or vacancy arisen out of annual Board performance evaluation
or any change required by Board on account of diversity or as required by law.

E. RETIREMENT:

The Executive Director including Managing Director, Whole-time Director and KMP shall retire as per the applicable
provisions of the Companies Act, 2013, listing regulations and as per the prevailing policy of the Company. The Board
will have the discretion to retain the Executive Director including Managing Director, Whole-time Director and KMP in
the same position / remuneration or otherwise even after attaining the retirement age, for the benefits of the Company
as per the applicable laws, regulations and as per the prevailing policy of the Company.

PROVISIONS RELATING TO REMUNERATION OF MANAGING DIRECTOR, KMP AND SENIOR MANAGEMENT

1. REMUNERATION:

The Executive Director including Managing Director and Whole-time Director shall be eligible for a monthly remuneration
/ commission as may be approved by the Board on the recommendation of the Committee. The break up of the pay
scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club
fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the
shareholders and Central Government, wherever required.

Where any insurance is taken by the Company on behalf of its Managing Director, Whole-time Director, Chief Executive
Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any
liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such
personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as
part of the remuneration. The Company may also assign any policy including key man insurance policy to its directors
as may be decided by the Committee and Board subject to applicable laws and regulations.

Managing Director, Whole-time Director, KMP or Senior Management Personnel may be given loan but the same shall
be part of the conditions of service extended by Company to all its employees and subject to applicable Act, laws and
regulations.

The KMP, Senior Management Personnel and other employees of the Company shall be paid monthly remuneration as
per the Company’s HR policies and / or as may approved by the Committee. The breakup of the pay scale and quantum
of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be as per
the Company’s HR policies.

In case any of the relevant regulations require that remuneration of KMPs or any other officer is to be specifically
approved by the Committee and/or the Board of Directors then such approval will be accordingly procured.

CAMLIN FINE SCIENCES LIMITED | 72

2. MINIMUM REMUNERATION:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration
to its Executive Director including Managing Director and/or Whole-time Director in accordance with the provisions of
Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval
of the Central Government, wherever required.

3. PROVISIONS FOR REMUNERATION:

If any Executive Director including Managing Director and/or Whole-time Director draws or receives, directly or indirectly
by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the
prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until
such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable
to it unless permitted by the Central Government.

PROVISIONS RELATING TO REMUNERATION TO NON-EXECUTIVE/ INDEPENDENT DIRECTOR

1. REMUNERATION/ COMMISSION:

The remuneration / commission shall be fixed as per the conditions mentioned in the Articles of Association of the
Company and the Companies Act, 2013 and the rules made thereunder with the previous approval of the Shareholders
and /or Central Government, wherever required.

2. SITTING FEES:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board
or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in
the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central
Government from time to time.

3. STOCK OPTIONS:

An Independent Director shall not be entitled to any stock option of the Company. However, Independent Directors shall
be eligible to take the stock options granted to them prior to 01st April, 2014 and which were not vested to them.

4. PROVISIONS FOR REMUNERATION:

If any Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits
prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required,
he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The
Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

REVIEW, AMENDMENT AND DEVIATIONS FROM POLICY

a) The Committee or the Board may review the Policy as and when it deems necessary.

b) The Committee may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and
better implementation to this Policy, if it thinks necessary.

c) This Policy may be amended or substituted by the Committee or by the Board as and when required and where there is
any statutory changes necessitating the change in the policy.

d) Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the
Company, will be made if there are specific reasons to do so in an individual case.

Provided that Nomination and Remuneration Committee shall set up mechanism to carry out its functions and is further
authorized to delegate any / all of its powers to any of the Directors and/or officers of the Company, as deemed necessary
for proper and expeditious execution.

DISSEMINATION OF POLICY

This Policy shall be hosted on the website of the Company and web link thereto shall be provided in the annual report of the
Company.

CAMLIN FINE SCIENCES LIMITED | 73

ANNEXURE B TO CORPORATE
GOVERNANCE REPORT
EVALUATION CRITERIA OF INDEPENDENT DIRECTORS

Background

In accordance with the provisions of the Companies Act, 2013 and Listing Agreement as amended from time to time, the
Nomination and Remuneration Committee (NRC) shall lay down evaluation criteria for performance evaluation of Independent
Directors.

Evaluation Mechanism

As per Para VIII of Code for Independent Directors in Schedule IV of the Companies Act, 2013, the performance evaluation of
Independent Directors shall be done by entire Board of Directors, excluding the Director being evaluated.

Evaluation Process

The statement as per Annexure-1 is required to be completed by the entire Board of Directors, excluding the Directors being
evaluated. The duly completed statement is required to be submitted to the Company Secretary or any other officer as may
be determined by the Board of Directors. Company Secretary or the authorized officer shall prepare the summary of report
based on the statement given and shall submit the same to the Chairman of the NRC.

On the basis of the report of the performance evaluation, the NRC shall decide to extend or continue the terms of appointment
of the independent director.

CAMLIN FINE SCIENCES LIMITED | 74

ANNEXURE -1
Template for Performance Evaluation of the Independent Directors

Name and signature of the Director giving the feedback:

Parameters Remark#
Name of the Independent Director:
01 Engagement (commitment and discipline)
(maintains satisfactory attendance)
(diligently prepares and remains well-informed)
02 Leadership (knowledge and inspiration)
(contributes by displaying good functional* and business* leadership)
(contributes by displaying good people** leadership)
03 Analysis (depth in thinking)
(reviews internal financial controls and performance with rigour)
(deliberates in detail and seeks clarifications on or amplification of information as required)
04 Quality of decision-making (participation)
(probes effectively and constructively to test the assumptions and validate the information for quality
decision-making)
(actively supports worthwhile ideas and proposals)
05 Interaction (communication)
(communicates meaningfully in an open, constructive manner)
(gives a fair chance to others for expressing their views)
06 Governance (ethics)
(exercises independent judgment)
(helps in implementing and sustaining good governance practices and focuses on compliance)
07 Stakeholders (responsibility)
(helps take informed and balanced decisions particularly in case of conflicting interests)
(protects interest of the minority shareholders)
* Functional knowledge (such as finance, legal, marketing, etc)
Business knowledge (related to vision, strategy, investments, risks, execution and review)
** Exemplary personal qualities such as integrity, humility, farsightedness, eye for detail, positivity, etc)
Appointment of Directors and development of and succession plan for Key Management Personnel

#Remark
Unsatisfactory Satisfactory Good

CAMLIN FINE SCIENCES LIMITED | 75

Managing Director and Chief Financial Officer Certificate

The Board of Directors

Camlin Fine Sciences Limited.
Mumbai

Dear Members of the Board,

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge
and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;

(2) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.

B. We are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the listed entity’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit Committee that there are no:

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year; and

(3) instances of significant fraud of which we have become aware.

Ashish S. Dandekar Santosh Parab

Managing Director Chief Financial Officer

CAMLIN FINE SCIENCES LIMITED | 76

INDEPENDENT AUDITOR’S REPORT
To 5. We conducted our audit in accordance with the
The Members of Standards on Auditing specified under section 143(10)
Camlin Fine Sciences Limited of the Act. Those Standards require that we comply with
Report on the Standalone Financial Statements ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial
1. We have audited the accompanying standalone statements are free from material misstatement.
financial statements of Camlin Fine Sciences Limited
(“the Company”), which comprise the balance sheet as 6. An audit involves performing procedures to obtain audit
at March 31, 2017, the statements of profit and loss and evidence about the amounts and disclosures in the
the cash flow for the year then ended, and a summary financial statements. The procedures selected depend
of significant accounting policies and other explanatory on the auditor’s judgment, including the assessment
information. of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making
Management’s Responsibility for the Financial Statements those risk assessments, the auditor considers internal
financial control relevant to the Company’s preparation
2. The Company’s Board of Directors is responsible for
of the financial statements that give true and fair view in
the matters stated in section 134(5) of the Companies
order to design audit procedures that are appropriate in
Act, 2013 (“the Act”) with respect to the preparation
the circumstances. An audit also includes evaluating the
of these financial statements that give a true and fair
appropriateness of accounting policies used and the
view of the financial position, financial performance
reasonableness of the accounting estimates made by
and cash flows of the Company in accordance with
Company’s Directors, as well as evaluating the overall
the accounting principles generally accepted in
presentation of the financial statements.
India, including the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the 7. We believe that the audit evidence we have obtained
Companies (Accounts) Rules, 2014 (as amended). is sufficient and appropriate to provide a basis for our
This responsibility also includes the maintenance of audit opinion on the standalone financial statements.
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Opinion
Company and for preventing and detecting the frauds
8. In our opinion and to the best of our information and
and other irregularities; selection and application of
according to the explanations given to us, the aforesaid
appropriate accounting policies; making judgments and
standalone financial statements, give the information
estimates that are reasonable and prudent; and design,
required by the Act in the manner so required and give
implementation and maintenance of internal financial
a true and fair view in conformity with the accounting
control, that were operating effectively for ensuring the
principles generally accepted in India of the state of
accuracy and completeness of the accounting records,
affairs of the Company as at March 31, 2017, and its
relevant to the preparation and presentation of the
profit and cash flows for the year ended on that date.
financial statements that give a true and fair view and
are free from material misstatement, whether due to
Emphasis of Matters
fraud or error.
9. We draw attention to Note No. 11 of the standalone
Auditor’s Responsibility
financial statements in respect of the Company’s
3. Our responsibility is to express an opinion on these investment of ` 56.01 lakhs in and loans of ` 199.66 lakhs
standalone financial statements based on our audit. given to its subsidiary company recoverability of which
is based on successful implementation of management’s
4. We have taken into account the provisions of the Act, future plans in respect of the subsidiary.
the accounting and auditing standards and matters
which are required to be included in the audit report Our opinion is not modified in respect of this matter.
under the provisions of the Act and the Rules made
thereunder.

CAMLIN FINE SCIENCES LIMITED | 77

Report on other Legal and Regulatory Requirements g) With respect to the other matters included in the
Auditor’s Report in accordance with Rule 11 of the
10. As required by the Companies (Auditor’s Report) Companies (Audit and Auditors) Rules, 2014 (as
Order, 2016, issued by the Central Government of India amended) in our opinion and to our best of our
in terms of sub-section (11) of section 143 of the Act information and according to the explanations
(the “Order”), and on the basis of such checks of the given to us:
books and records of the Company as we considered
appropriate and according to the information and i. The Company has disclosed the impact of
explanations given to us, we give in Annexure A, a pending litigations on its financial position in its
statement on the matters specified in the paragraphs 3 standalone financial statements - Refer Note
and 4 of the Order. 34, to the standalone financial statements.

11. As required by section 143(3) of the Act, we report that: ii. The Company did not have any long term
contracts including derivative contracts on
a) we have sought and obtained all the information and which provision for material foreseeable
explanations which to the best of our knowledge losses was required under the applicable law
and belief were necessary for the purposes of our or accounting standards.
audit;
iii. There has been no delay in transferring
b) in our opinion, proper books of account as required amounts, required to be transferred, to the
by law have been kept by the Company so far as Investor Education and protection Fund by
appears from our examination of those books; the Company.

c) the Balance Sheet, the Statement of Profit and iv. The Company has provided requisite
Loss, and Cash Flow Statement dealt with by this disclosures in Note 38 to the standalone
Report are in agreement with the books of account; financial statements as to holdings as well as
dealings in Specified Bank Notes during the
d) In our opinion, the aforesaid financial statements
period from November 8, 2016 to December
comply with the Accounting Standards specified
30, 2016. Based on our audit procedures and
under Section 133 of the Act, read with Rule 7 of
relying on the management representation, we
the Companies (Accounts) Rules, 2014.
report that the disclosures are in accordance
e) On the basis of written representations received with books of account maintained by the
from the directors as on 31 March, 2017, taken Company and as produced by to us by the
on record by the Board of Directors, none of the management.
directors is disqualified as on March 31, 2017, from For B. K. Khare and Co.
being appointed as a director in terms of Section Chartered Accountants
164(2) of the Act. Firm’s Registration No. : 105102W
f) With respect to the adequacy of the internal Himanshu Chapsey
financial controls over financial reporting of the Partner
Company and the operating effectiveness of Membership No. : 105731
such controls, refer to our separate Report in
Mumbai, May 19, 2017
“Annexure B”.

CAMLIN FINE SCIENCES LIMITED | 78

ANNEXURE A TO THE AUDITOR’S REPORT REFERRED iii. In respect of the loans referred to in this clause in
TO IN PARAGRAPH 10 OF OUR REPORT OF EVEN DATE view of no specific stipulation as to payment of
ON THE STANDALONE FINANCIAL STATEMENTS OF interest and principal, we are unable to comment
MEMBERS OF CAMLIN FINE SCIENCES LIMITED FOR THE on the overdue amount, if any, on such loans.
YEAR ENDED MARCH 31, 2017
4) In our opinion and according to the information and
1) i. The Company has maintained proper records explanations given to us, the Company has complied
showing full particulars, including quantitative with all provisions of Section 185 and 186 of the
details and situation of fixed assets. Companies Act 2013, and the Rules framed thereunder
in respect of loans, investments, guarantees and other
ii. According to the information and explanations
security given by the Company.
given to us the fixed assets are physically verified
by the management according to a phased
5) As indicated in Note 8 to the standalone financial
programme designed to cover all the items over
statements, the Company has, in respect of the deposits
a period of three years which, in our opinion,
accepted by it, complied with the provisions of Section
is reasonable having regard to the size of the
73-76 of the Act read with the Rules framed thereunder.
Company and the nature of its assets.
According to the information and explanations given
iii. The title deeds of immovable property of the to us, the Company has not accepted deposits during
Company are held in the name of the Company. the year ended March 31, 2017. According to information
and explanations given to us and to the best of our
2) Management has conducted physical verification of knowledge and belief, no order has been passed by the
inventory during the year. Confirmations have been Company Law Board or the Reserve Bank of India or
received in respect of inventories lying with third
any court or other tribunal which is to be complied with
parties. In our opinion, the frequency of verification is
by the Company.
reasonable. The discrepancies noticed on verification
between physical stocks and book records were not 6) We have broadly reviewed the books of account
material and have been properly dealt with in the books maintained by the Company in respect of the products
of account. where, pursuant to the rules made by the Central
Government of India, the maintenance of cost records
3) The Company has granted unsecured loans to 8
has been prescribed under Section 148 of the Act, and
companies covered in the register maintained under
Section 189 of the Act which aggregated Rs 3,661.35 are of the opinion that, prima facie, the prescribed
lakhs at March 31, 2017. accounts and records have been made and maintained.
We have not, however, made a detailed examination of
i. The aforesaid loans have been made to its the records with a view to determine whether they are
subsidiaries. According to the information and accurate or complete.
explanations given to us, and having regard to
management’s representation that the loans given 7) i. According to the records of the Company, the
to subsidiaries of the Company are in the interest Company is generally regular in depositing with
of the Company’s business, the rate of interest the appropriate authorities undisputed statutory
and other terms and conditions for such loans are dues including Provident Fund, Employees’ State
not prima facie prejudicial to the interest of the Insurance, Income Tax, Excise Duty, Customs Duty,
Company. Sales Tax, Service Tax, Customs Duty, Value Added
Tax, and other statutory dues applicable to it.
ii. According to the information and explanations
given to us, and to the best of our knowledge no ii. According to the information and explanations
schedule of repayment of principal and interest has given to us, there are no undisputed amounts
been stipulated in respect of the loans aggregating payable in respect of Provident Fund, Employees’
` 936.09 lakhs. In respect of the other loans, the State Insurance, Income Tax, Sales Tax, Excise
same are repayable over a period of 2 to 3 years Duty, Service Tax, Customs Duty and Value Added
(includes one loan whose terms has been extended
Tax that were outstanding, at the year-end for a
to 2 to 3 years) from the date on which these have
period of more than six months from the date they
been granted without any specific stipulation as to
became payable.
payment of interest and principal.

CAMLIN FINE SCIENCES LIMITED | 79

 iii. According to the information and explanations mandated by the provisions of Section 197 read with
given to us and records of the Company examined Schedule V to the Act.
by us, except sales tax and value added tax, there
are no dues of Income Tax, Sales Tax, Value Added 12) The Company, not being a Nidhi Company, the para
Tax, Service Tax, Excise Duty and Custom Duty 3(xii) of the Order is not applicable to the Company.
which have not been deposited on account of any
13) Based on the records examined by us and according
dispute except as indicated below:
to the information and explanations given to us,
transactions with the related parties are in compliance
Name of the Nature of ` In Period to Forum
Statue Dues lakhs which the with sections 177 and 188 of the Act where applicable
amount and details of such transactions have been disclosed in
relates the financial statements as required by the applicable
Maharashtra Value 72.16 2010-2011 Joint accounting standards.
Value Added Added Commissioner
Tax Act, 2002 Tax Appeals 14) According to the information and explanation given
Central Sales Sales Tax 630.35 2010-2011 Joint to us and to the best of our knowledge and belief the
Tax, 1956 Commissioner
placement of equity shares of the Company to Qualified
Appeals
Institutional Buyers during the year is in compliance with
8) Based on the records examined by us and according the requirements of Section 42 of the Act. The amount
to the information and explanations given to us, the raised have been used for the purpose for which these
Company has not defaulted in repayment of loans have been raised and pending such utilization have been
or borrowings to any financial institution, bank or invested in money market mutual funds as permissible
Government during the year. The Company has not under the Placement Document issued by the Company
issued any debentures. at the time of the issue. The Company has not issued
any preferential allotment or private placement of fully
9) In our opinion and according to the information and or partly convertible debentures.
explanations given to us, the term loans availed by the
Company have been applied by the Company for the 15) According to the information and explanations given
purposes for which they were obtained. The Company to us, the Company has not entered into non-cash
has not raised money by way of initial public offer or transactions with directors or persons connected with
further public offer (including debt instruments) during them. Hence provisions of para 3(xv) are not applicable
the year. to the Company.

10) During the course of our audit, carried out in accordance 16) The Company is not required to be registered under
with the generally accepted auditing practices in India, section 45-IA of the Reserve Bank of India Act, 1934.
and according to the information and explanations Hence provisions of para 3(xvi) of the Order are not
given to us, we have neither come across any instance applicable to the Company.
of fraud by the Company or on the Company by its For B. K. Khare and Co.
officers or employees, noticed or reported during the Chartered Accountants
year, nor have we been informed of such case by the Firm’s Registration No. : 105102W
management.
Himanshu Chapsey
11) Based on the records examined by us and according Partner
to the information and explanations given to us, Membership No. : 105731
the Company has paid/ provided for managerial
Mumbai, May 19, 2017
remuneration in accordance with the requisite approvals

CAMLIN FINE SCIENCES LIMITED | 80

Annexure B to the Independent Auditor’s Report of even sufficient and appropriate to provide a basis for our audit
date on the standalone financial statements of Camlin Fine opinion on the Company’s internal financial controls system
Sciences Limited over financial reporting.
Report on the Internal Financial Controls under Clause (i) Meaning of Internal Financial Controls over Financial
of Sub-section 3 of Section 143 of the Companies Act, 2013 Reporting
(“the Act”)
A company’s internal financial control over financial reporting
We have audited the internal financial controls over financial is a process designed to provide reasonable assurance
reporting of Camlin Fine Sciences Limited (“the Company”) regarding the reliability of financial reporting and the
as of March 31, 2017 in conjunction with our audit of the preparation of financial statements for external purposes in
standalone financial statements of the Company for the year accordance with generally accepted accounting principles. A
ended on that date. company’s internal financial control over financial reporting
includes those policies and procedures that
Management’s Responsibility for Internal Financial
Controls (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
The Company’s management is responsible for establishing
dispositions of the assets of the company;
and maintaining internal financial controls based on the
internal control over financial reporting criteria established (2) provide reasonable assurance that transactions are
by the Company considering the essential components recorded as necessary to permit preparation of
of internal control stated in the Guidance Note on Audit financial statements in accordance with generally
of Internal Financial Controls over Financial Reporting accepted accounting principles, and that receipts and
issued by the Institute of Chartered Accountants of India. expenditures of the company are being made only in
These responsibilities include the design, implementation accordance with authorisations of management and
and maintenance of adequate internal financial controls directors of the company; and
that were operating effectively for ensuring the orderly
(3) provide reasonable assurance regarding prevention or
and efficient conduct of its business, including adherence
timely detection of unauthorised acquisition, use, or
to company’s policies, the safeguarding of its assets, the
disposition of the company’s assets that could have a
prevention and detection of frauds and errors, the accuracy
material effect on the financial statements..
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required Inherent Limitations of Internal Financial Controls over
under the Companies Act, 2013. Financial Reporting
Auditors’ Responsibility Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility
Our responsibility is to express an opinion on the Company’s
of collusion or improper management override of controls,
internal financial controls over financial reporting based
material misstatements due to error or fraud may occur and
on our audit. We conducted our audit in accordance with
not be detected. Also, projections of any evaluation of the
the Guidance Note on Audit of Internal Financial Controls
internal financial controls over financial reporting to future
Over Financial Reporting (the “Guidance Note”) and the
periods are subject to the risk that the internal financial
Standards on Auditing, issued by ICAI and deemed to be
control over financial reporting may become inadequate
prescribed under section 143(10) of the Companies Act,
because of changes in conditions, or that the degree of
2013, to the extent applicable to an audit of internal financial
compliance with the policies or procedures may deteriorate.
controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Opinion
Accountants of India. Those Standards and the Guidance
In our opinion, the Company has, in all material respects, an
Note require that we comply with ethical requirements and
adequate internal financial controls system over financial
plan and perform the audit to obtain reasonable assurance
reporting and such internal financial controls over financial
about whether adequate internal financial controls over
reporting were operating effectively as at March 31, 2017,
financial reporting was established and maintained and if
based on the internal control over financial reporting criteria
such controls operated effectively in all material respects.
established by the Company considering the essential
Our audit involves performing procedures to obtain audit components of internal control stated in the Guidance
evidence about the adequacy of the internal financial Note on Audit of Internal Financial Controls Over Financial
controls system over financial reporting and their operating Reporting issued by the Institute of Chartered Accountants
effectiveness. Our audit of internal financial controls over of India.
financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing For B. K. Khare and Co.
the risk that a material weakness exists, and testing and Chartered Accountants
evaluating the design and operating effectiveness of Firm’s Registration No. : 105102W
internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the Himanshu Chapsey
assessment of the risks of material misstatement of the Partner
financial statements, whether due to fraud or error.
Membership No. : 105731
We believe that the audit evidence we have obtained is Mumbai, May 19, 2017

CAMLIN FINE SCIENCES LIMITED | 81

STANDALONE BALANCE SHEET
as at 31 March, 2017
(Unless otherwise stated all amounts are in Indian Rupees Lakhs)
Note 2017 2016
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 2 1,037.10 966.66
Reserves and surplus 3 16,786.60 11,128.36
17,823.70 12,095.02
Non-current liabilities
Long term borrowings 4 1,105.25 2,000.38
Deferred tax liabilities (net) 5 394.97 324.51
Long-term provision 6 214.43 185.26
1,714.65 2,510.15
Current liabilities
Short-term borrowings 7 21,363.13 12,575.93
Trade payables
(A) Total outstanding dues of micro enterprises and small enterprises 39 49.67 -
(B) Total outstanding dues of creditors other than micro enterprises and 3,604.74 7,969.15
small enterprises
Other current liabilities 8 2,102.47 2,528.57
Short-term provisions 9 32.34 549.00
27,152.35 23,622.65
TOTAL 46,690.70 38,227.82
ASSETS
Non-current assets
Fixed assets
Tangible assets 10 7,767.31 8,639.81
Intangible assets 10 87.53 284.47
Capital work-in-progress 499.82 114.88
Intangible assets under development 886.50 -
9,241.16 9,039.16
Non-current investments 11 3,062.80 671.30
Long- term loans and advances 12 2,866.30 1,179.92
Current assets
Current investments 13 1,115.25 -
Inventories 14 11,646.09 11,805.56
Trade receivables 15 12,718.46 9,833.14
Cash and bank balances 16 1,303.28 1,328.71
Short-term loans and advances 17 1,958.36 1,633.74
Other current assets 18 2,779.00 2,736.29
31,520.44 27,337.44
TOTAL 46,690.70 38,227.82
Significant Accounting Policies 1
The accompanying notes are an integral part of these financial statements.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 82

STANDALONE STATEMENT OF PROFIT AND LOSS
for the year ended 31 March 2017

(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

Note 2017 2016
INCOME
Revenue from operations (Gross) 33,757.90 42,266.38
Less: Excise Duty (1,293.48) (1,047.85)
Revenue from operations (Net) 19 32,464.42 41,218.53
Other Income 20 1,307.93 370.25
Total Revenue 33,772.35 41,588.78
EXPENDITURE
Cost of materials consumed 21 20,247.87 25,640.12
Purchase of stock in trade 22 2,236.11 1,364.06
Changes in inventories of finished goods/WIP/stock in trade 23 (2,122.44) (2,572.20)
Employee benefits expenses 24 2,010.53 1,947.33
Finance costs 25 2,583.32 2,182.93
Depreciation and amortisation expense 10 1,158.97 1,014.86
Research and development expenses 26 255.59 210.08
Other expenses 27 7,289.90 7,875.77
33,659.85 37,662.95
Profit before exceptional items and tax 112.50 3,925.83
Exceptional item 28 - 454.73
Profit before tax 112.50 3,471.10
Less : Tax expense
- Current Tax 16.19 776.54
- Prior period Tax Adjustment 36.20 24.71
- MAT credit utillised/(entitlement) (14.04) 144.49
- Deferred tax charge/(credit) 70.45 (49.83)
Profit for the year 3.70 2,575.19
Earnings per equity share of face value of Re 1/- each 29
Basic 0.00 2.68
Diluted 0.00 2.67
Significant accounting policies 1
The accompanying notes are an integral part of these financial statements.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 83

STANDALONE CASH FLOW STATEMENT
for the year ended 31 March 2017

(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

2017 2016
A. CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before taxation 112.50 3,471.10
Adjustments for:
Recovery of Bad Debts (867.80) -
Depreciation and amortisation on Fixed Assets 1,158.97 1,014.86
Deferred employee compensation expenses amortised - (8.52)
Foreign Exchange loss/(gain) (Unrealised) 458.46 112.89
(Profit)/Loss on Sale of Fixed Assets 6.65 29.48
Provision for Doubtful Advances written back (160.00) -
Provision for Doubtful Advances 46.00 -
Provision for Doubtful Debts (Net) 59.98 94.75
Provision for leave encashment 36.57 37.08
Finance costs 2,583.32 2,182.93
Interest Received/Dividend Received (297.46) (151.90)
Operating Profit before Working Capital changes 3,137.19 6,782.67
Adjustments for:
(Increase) / Decrease in inventories 159.47 (2,796.26)
(Increase) / Decrease in trade receivables (3,292.60) 2,492.23
(Increase) / Decrease in long term loans and advances (12.94) 35.45
(Increase) / Decrease in other current assets (88.71) 546.71
Increase / (Decrease) in trade payable (4,425.89) (1,479.18)
Increase / (Decrease) in other payable (283.05) 69.34
Cash generated from / (used in) operating activities (4,806.53) 5,650.96
Direct taxes paid (710.52) (560.09)
Net cash generated from / (used in) operating activities (5,517.05) 5,090.87
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (996.80) (3,691.34)
Sale of Fixed Assets 5.77 0.12
(Purchase)/Sale of Non current investments (2,391.50) (213.53)
(Purchase)/Sale of current investments (1,115.25) -
Receipt/(Payment) of Loans and advances (376.38) (1,194.94)
Interest received 297.42 151.90
Dividend received 0.04 -
Net cash generated from / (used in) investing activities (4,576.70) (4,947.79)

CAMLIN FINE SCIENCES LIMITED | 84

STANDALONE CASH FLOW STATEMENT (Contd.)
for the year ended 31 March 2017

(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

2017 2016
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowings (Net of repayments) 8,787.20 2,815.78
Receipt of term loan 24.95 521.00
Repayment of term loan (1,388.05) (964.40)
Proceeds from issue of share capital 5,759.74 270.77
Maturity of/(Investment in) Margin Fixed Deposit 33.19 (72.82)
Interest Paid (2,560.56) (2,164.22)
Dividend Paid (464.29) (432.69)
Tax on Dividend (94.53) (88.10)
Net cash generated from / (used in) financing activities 10,097.65 (114.68)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 3.90 28.40
Opening Cash and Cash Equivalents 242.08 213.68
Closing Cash and Cash Equivalents 245.97 242.08
Significant accounting policies 1
Notes:
(i) The Cash Flow Statement has been prepared under the “Indirect Method” as set out in Accounting Standard 3
Cash Flow Statements.
(ii) Previous year’s figures have been regrouped to confirm with those of the current year.
The accompanying notes are an integral part of these financial statements.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 85

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

1. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation
The financial statements are prepared and presented under the historical cost convention, on the accrual basis of
accounting and in accordance generally acceptable accounting principles in India. These financial statements have
been prepared to comply in all material respects with the Accounting Standards specified under section 133 of the
Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and other
relevant provisions of the Act.(“ Indian GAAP”).
b. Use of Estimates
The preparation of financial statements in accordance with Indian GAAP requires the management to make estimates
and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of
contingent liabilities on the date of financial statements. The estimates and assumptions used in the accompanying
financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the
date of financial statements, which in management’s opinion are prudent and reasonable. Actual results may differ
from these estimates. Any revision to accounting is recognized prospectively in current and future periods.
c. Presentation and Disclosure of Financial Statements
The financial statements are prepared and presented in the form set out in Schedule III of the Act, so far as they
are applicable thereto. All assets and liabilities have been classified as current/noncurrent as per the Company’s
normal operating cycle and other criteria set out in the Schedule III of the Companies Act, 2013. Based on the nature
of products and their realisation in cash and cash equivalents, the company has ascertained its operating cycle as
twelve months for the purpose of current/ non-current classification of assets and liabilities.
The accounting policies adopted in the preparation of the financial statements are consistent with those of the
previous year.
d. Summary of significant accounting policies
i. Fixed Assets:
Tangible fixed assets
Fixed assets are recorded at cost of acquisition or construction and they are stated at historical cost (net of
CENVAT and VAT). All direct expenses attributable to acquisition of fixed assets are capitalised.
Cost includes all incidental expenses related to acquisition and installation. Borrowing costs relating to
acquisition of fixed assets, which take a substantial period of time to get ready for their intended use are also
included to the extent they relate to the period till such assets are ready to be put to use. When an asset is
scrapped or otherwise disposed of, the cost and related depreciation are removed from the books of account
and resultant profit or loss, if any is reflected in the Statement of Profit and Loss.
Intangible Assets
Intangible assets are initially measured at cost and amortised so as to reflect the pattern in which the asset’s
economic benefits are consumed.
Capitalised software costs of Enterprise Resource Planning (ERP) system includes design software cost, which
provides significant future economic benefits over an extended period. The cost comprises licence fee, cost of
system integration and initial customisation. The costs are capitalised in the year in which the relevant system is
ready for the intended use. The upgradation/enhancements are also capitalised and assimilated with the initial
capitalisation cost.

CAMLIN FINE SCIENCES LIMITED | 86

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
Research and development cost
Research cost are expensed as incurred. Development expenditure incurred on an individual project is
recognised as an intangible asset when all of the following criteria are met:
i. It is technically feasible to complete the intangible asset so that it will be available for use or sale.
ii. There is an intention to complete the asset.
iii. There is an ability to use or sale the asset.
iv. The asset will generate future economic benefits.
v. Adequate resources are available to complete the development and to use or sale the asset.
vi. The expenditure attributable to the intangible asset during development can be measured reliably.
Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring
the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses.
Amortisation of the asset begins when development is complete and the asset is available for use and it is
amortised on straight line basis over the estimated useful life. During the period of development the asset is
tested for impairment annually.
ii. Impairment of assets
The carrying amount of cash generating units/assets is reviewed at Balance Sheet date to determine whether there
is any indication of impairment. If any such indication exists, the recoverable amount is estimated at the higher of
net selling price and value in use. Impairment loss is recognised wherever carrying amount exceeds the recoverable
amount.
iii. Depreciation
Depreciation is provided as per straight-line method over the estimated useful lives of the assets prescribed under
schedule II to the Companies Act 2013, in order to reflect the actual usages of the assets.
Leasehold land is depreciated over its period of lease.
Capitalised ERP hardware/software, technical knowhow and development expenditure of projects/products
incurred is amortised over the estimated period of benefits, not exceeding five years.
iv. Investments
Long-term investments are stated at cost. Provision, if any, is made for diminution other than temporary in the value
of investments.
Current investments are stated at cost or fair value whichever is lower.
v. Inventories
Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to their
present location and condition.
Raw materials and packing materials are valued at cost or net realizable value whichever is lower. Cost is determined
on the basis of weighted average method.
Finished goods produced and purchased for sale and work-in-progress are carried at cost or net realisable value
whichever is lower. Excise duty is included in the value of finished goods inventory.
Stores and spares are carried at cost.
vi. Foreign Currency Transactions
Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction. Foreign
currency monetary assets and liabilities are translated at year-end exchange rates. Exchange difference arising on
settlement of transactions and translation of monetary items are recognised as income or expense in the year in
which they arise.

CAMLIN FINE SCIENCES LIMITED | 87

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
In respect of forward exchange contracts the difference between the forward rate and the exchange rate at the
inception of the contract is recognised as income or expense over the period of the contract.
Gains or losses on cancellation / settlement of forward exchange contracts are recognised as income or expense.
vii. Research and Development
Revenue expenditure on Research and Development (R&D) is included under the natural heads of expenditure.
Capital expenditure on R&D is capitalised as fixed assets. Development cost including legal expenses and/or in
relation to patent/trade marks relating to the new and improved product and/or process development is recognised
as an intangible asset to the extent that it is expected that such asset will generate future economic benefits.
viii. Employee stock option scheme
Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Share
Based Employee Benefits) Regulations, 2014 and the Guidance Note on Accounting for Employee Share-based
Payments, issued by ICAI. The Company measures compensation cost relating to employee stock options using the
intrinsic value method. Compensation expense is amortised over the vesting period of the option on a straight line
basis.
ix. Employee Retirement Benefits
Short-term Employee benefits
All short-term employee benefits such as salaries, wages, bonus, special awards and medical benefits which fall due
within 12 months of the period in which the employee renders the related services which entitles him to avail such
benefits are recognised on an undiscounted basis and charged to the statement of profit and loss.
Defined Contribution Plan
The company has a statutory scheme of Provident Fund a defined contribution scheme and contribution of the
Company is charged to the Statement of Profit and Loss as incurred. The Company has a scheme of superannuation
with the LIC of India and company’s contribution is charged to the statement of profit and loss as incurred.
Defined Benefit Plan
The Company’s liability towards gratuity to its employees is provided on the basis of an actuarial valuation using the
projected unit credit method. Actuarial gains and losses are recognised in full in the statement of profit and loss in
the year in which they occur.
Compensated Absences
The accumulated balance of leave encashment (unfunded) is provided on actuarial basis using projected unit credit
method.
x. Revenue / Expense Recognition
Revenue from the sale of products is recognised when the title and the significant risks and rewards of ownership
have been transferred to the buyer. No revenue is recognised if there are significant uncertainties regarding
collectability of the amount due, associated costs or the possible return of goods.
Revenue in respect of overdue interest, insurance claim, export benefits, etc is recognised to the extent the company
is reasonably certain of its ultimate realisation.
xi. Expense
Expenses are accounted for on accrual basis.
xii. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when a present legal or constructive obligation exists and the payment is probable and
can be reliably estimated.

CAMLIN FINE SCIENCES LIMITED | 88

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
A Contingent liability is a possible obligation that arises from past events or a present obligation that is not recognised
because it is not probable that an outflow of resources will be required to settle the obligation. Contingent liabilities
are disclosed by way of notes to the financial statements after evaluation by the management of the facts and legal
aspects of each matter involved.
Contingent Assets are neither recognized nor disclosed in financial statements.
xiii. Income Tax
Tax expense comprises current and deferred tax.
Current tax is measured at the amount computed under the Income Tax Act, 1961.MAT credit is recognised as an
asset only when, and to the extent, there is convincing evidence that the Company will pay normal income tax
during the specified period and the said is created by way of credit to the statement of profit and loss an shown as
MAT credit entitlement.
The Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit
Entitlement to the extent that there is no longer convincing evidence to the effect that the Company will pay
normal income tax during the specified period.
Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets, on timing
differences, being the differences between taxable income and accounting income that originate in one period and
are capable of being reversed in one or more subsequent periods. Deferred tax is measured using the tax rates and
the tax laws enacted or substantially enacted, at the reporting date.
xiv. Earnings Per Share
Basic earnings per equity share is computed by dividing net profit by the weighted average number of equity shares
outstanding for the period. Diluted earnings per equity share is computed by dividing net income by the weighted
average number of equity shares outstanding adjusted for the effects of all dilutive potential equity shares.
xv. Borrowing Costs
Borrowing cost include exchange differences arising from foreign exchange borrowings to the extent they are
regarded as an adjustment to the interest cost.
Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset, are
capitalised as part of the cost of such asset till such time as the asset is ready for its intended use. A qualifying
asset is an asset that necessarily requires a substantial period of time to get ready for its intended use. All other
borrowing costs are recognised as an expense in the period in which they are incurred.
xvi. Cash and cash equivalents
Cash and cash equivalents for the purposes of cash flow statement comprised cash at bank and in hand and short
term investment with a original maturity of three months or less.
xvii. Lease
Finance leases, where substantially all the risks and benefits incidental to ownership of the leased item, are transferred
to the company, are accounted for as finance leases. Assets acquired under finance leases are capitalised at lower of
fair value and present value of minimum lease payments at the inception of the lease term and disclosed as leased
assets. Lease payments are apportioned between finance charges and reduction of the lease liability based on the
implicit rate of return. Finance charges are charged to income. Lease management fees, legal charges and other
initial direct costs are capitalised.
If there is no reasonable certainty that the company will obtain the ownership by the end of the lease item, capitalised
leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term,
are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit
and loss on a straight-line basis over the lease term.

CAMLIN FINE SCIENCES LIMITED | 89

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
2 Share capital
Authorised Share Capital
15,00,00,000 equity shares of ` 1/- each (Previous Year 15,00,00,000 equity shares 1,500.00 1,500.00
of ` 1/- each)
Issued, subscribed and fully paid up share capital
10,37,09,570 Equity Shares of ` 1/- each (Previous Year 9,66,65,830 equity shares 1,037.10 966.66
of ` 1/-each)
1,037.10 966.66
a. Terms/rights attached to equity shares
The Company has only one class of shares having par value of ` 1/-. Each holder
of equity shares is entitled to one vote per share.
The Company declares and pays dividends in Indian Rupees. The dividend
proposed by the Board of Directors is subject to the approval of the shareholders
in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares are
eligible to receive the remaining assets of the Company after distribution of
all preferential amounts, in proportion to their share holding However, no such
preferential amounts exist currently.

b. Reconciliation of the number of shares

2017 2016
No. of Shares Amount No. of Shares Amount
Balance, beginning of the year 96,665,830 966.66 95,888,130 958.88
Add:
Issued pursuant to Qualified Institutions 6,519,500 65.20 - -
Placement (QIP) (See note below)
Stock options exercised (See note 24(i)) 524,240 5.24 777,700 7.78
Balance, end of the year 103,709,570 1,037.10 96,665,830 966.66

c. Utilisation of proceeds of Qualified Institutions Placement (QIP)

On July 5, 2016, Company has allotted 6,519,500 equity shares of ` 1 each at a premium of ` 84.40 per share
amounting to share proceeds of ` 5,567.65 lakh on July 5, 2016 pursuant to a Qualified Institutions Placement (QIP)
under Securities Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

CAMLIN FINE SCIENCES LIMITED | 90

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
The Company has utilized the proceeds as per the object of the issue as follows:

Particulars 2017 2016

Share issue Expense (adjusted against the Securities Premium Account in terms
of Section 52 of the Companies Act, 2013.) 159.16 -
Capital expenditure including capital advances 139.06 -
Investments in subsidiaries 1,451.45 -
Loans to subsidiaries (including advances of ` 702.40 lakh) 1,969.13 -
Foreign consultant fees 314.22 -
Initial Contribution towards acquisition of Ningbo Wanglong Flavors and 419.38 -
Fragrances Company Limited
Amount kept with mutual funds 1,115.25 -
Total funds raised from QIP 5,567.65 -

d. Details of Shareholders holding more than 5% shares in the Company

2017 2016
Name of Shareholder Number % Number %
Ashish S. Dandekar 13,636,550 13.15 13,631,000 14.10
India Capital Fund Ltd. 6,587,107 6.35 3,442,027 3.56
Abha A. Dandekar 5,573,937 5.37 5,573,937 5.77
Vivek A. Dandekar 5,573,937 5.37 5,573,937 5.77
Camart Agencies Ltd. 5,319,360 5.13 5,319,360 5.50
36,690,891 35.38 33,540,261 34.70

2017 2016
3 Reserves and surplus
Capital Reserve
Balance, beginning and end of the year 80.60 80.60
Securities Premium
Balance, beginning of the year 1,066.10 803.10
Received on exercise of QIP [See Note 2(c) above] 5,502.46 -
Received on exercise of stock options (See Note b below) 346.00 263.00
Less: Issue Expenses of QIP [See Note 2(c) above] (159.16) -
Balance, end of the year 6,755.40 1,066.10

CAMLIN FINE SCIENCES LIMITED | 91

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
Employee Stock Options Outstanding (See Note 24(i))
a) Employee Stock Option Outstanding-
Balance, beginning of the year - 12.36
Less:
Transferred to security premium on account of exercise of option. - (12.36)
Balance, end of the year a - -
Less:
b) Deferred employee compensation expense
Balance, beginning of the year - 3.84
Add: Fresh grant of options - -
Less: Employee compensation/option lapsed net-to statement of profit and - (3.84)
loss
Balance, end of the year b - -
(a-b) - -
General Reserve
Balance, beginning of the year 2,532.04 2,402.04
Transfer from balance in Profit and Loss - 130.00
Balance, end of the year 2,532.04 2,532.04
Balance in Statement of Profit and Loss
Balance, beginning of the year 7,449.62 5,529.82
Profit for the year 3.70 2,575.19
7,453.32 8,105.01
Appropriations
Proposed dividend - (436.35)
Dividend paid (See note a below) (29.30) -
Tax on proposed dividend - (89.03)
Tax on dividend paid (See note a below) (5.46) -
Transfer to General Reserve - (130.00)
(34.76) (655.38)
Balance, end of the year 7,418.56 7,449.62
16,786.60 11,128.36

a) Dividend paid includes ` 29.30 lakh pertaining to payment of dividend with respect to financial year 2015-16 for equity
shares allotted pursuant to QIP issue on July 5, 2016. Correspondingly tax on proposed dividend includes ` 5.97 lakh
related to aforesaid payment of dividend. Tax on proposed dividend also includes reversal of excess provision in earlier
year of ` 0.51 lakh.

b) During the year, Company has allotted 5,24,240 equity shares of ` 1/- each at a premium of ` 66 per share ((Previous
Year 7,77,700 equity shares of ` 1/- each at a premium of ` 66 per share) under the ESOS Scheme, resulting in an increase
in securities premium by ` 346 lakh (Previous Year ` 263 lakh).

CAMLIN FINE SCIENCES LIMITED | 92

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
Non current Current
2017 2016 2017 2016
4 Long term borrowings
Secured
Term loan from banks
In foreign currency (See note a below) - 147.67 - 500.23
In Rupees (See note b below) 1,105.25 1,852.71 850.67 818.41
1,105.25 2,000.38 850.67 1,318.64
1,105.25 2,000.38 850.67 1,318.64

a Foreign currency term loans

Foreign currency term loans as at 31 March 2016 comprised of two term loans, which were repayable in 21 substantially
equal quarterly installments commencing after a moratorium of 24 months from the date of 1st disbursement i.e.
March 3, 2011 and March 28, 2014 respectively. The loans were secured by

i) First pari passu mortgage and charge on mortgage and charge on the entire immoveable properties and
moveable fixed assets of the Company, both present and future.

ii) Pledge of 100% of the equity shares of CFSL Mauritius Pvt. Ltd (“CFCL Mauritius”).

iii) Pledge of 100% equity stake of the CFS EUROPE S.p.A .Italy held by the CFCL Mauritius .

Collateral Security: 2nd pari passu charge on the entire current assets of the Company.

These loans carried an interest rate 4.50% and 4.50% above LIBOR, respectively. The then current interest rate on
these ranged from 4.89% to 4.95%.

b Rupee term loans

Rupee term loan from banks comprise term loans from EXIM Bank , State Bank of Patiala and Vehicle loans from
HDFC Bank

Term loan from EXIM Bank is repayable in 28 & 21 equal quarterly installments commencing after a moratorium
period of one year and two year from the date of first disbursement from 13 May, 2010 and 28 March 2014. The loan
is secured by a first pari passu charge on all the fixed assets of the Company, both present and future. Collateral
Securities: 2nd pari passu Charge on the entire Current assets of the Company. In addition to the above the loan
disbursed on 28 March 2014 is also secured by way of 1)Pledge of 100% Shares of CFCL Mauritius Pvt. Ltd. held
by the Company. (2) Pledge of 100% shares of CFS Europe S.P.A .Italy held by CFCL Mauritius Pvt. Ltd. The current
interest rate on these ranges from 11.00 % to 11.50%

Term loan from State Bank of Patiala is repayable in 26 equal quarterly installments commencing from 31 December
2013. The loan is secured by first pari passu charge on all the fixed assets of the Company, both present and future.
Collateral Security: 2nd pari passu Charge on the entire Current assets of the Company. The current interest rate is
11.65%.

Term loan from HDFC Bank is repayable in maximum tenure five to seven years. The loan is secured by hypothecation
of vehicles. The current interest rate ranges from 11.50% to 12.50%.

CAMLIN FINE SCIENCES LIMITED | 93

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
5 Deferred tax liabilities (net)
The components of the deferred tax liabilities (net) are as follows
Liabilities
Depreciation 625.20 548.42
Gratuity (Prepaid) 28.11 15.78
653.31 564.20
Assets
Provision for doubtful debts and advances 128.57 157.86
Leave encashment 85.40 72.74
Carried forward business losses 39.00 -
Other disallowances under the Income-Tax Act 5.37 9.09
258.34 239.69
394.97 324.51

6 Long term provision

The long term provision comprises entirely of provision for leave encashment. [See note 24(iii)].

2017 2016
7 Short term borrowings
Loans repayable on demand
From Banks
Secured
Working Capital Loans 19,259.89 10,968.47
Other
From Banks
Secured
Foreign Currency Loans ( Buyers Credit) 2,103.24 1,607.46
21,363.13 12,575.93

The facilities are secured by primary charge over Company’s current assets both present and future Collateral: Second
pari passu charge on all movable and immovable fixed assets of the Company both present and future.

CAMLIN FINE SCIENCES LIMITED | 94

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
8 Other current liabilities
Current maturities of long-term debt and foreign currency debt 850.67 1,318.64
Interest accrued but not due on borrowings 71.19 48.43
Unpaid dividends (See note a below) 26.77 22.90
Unclaimed Interest on public deposit 2.68 2.68
Unclaimed public deposit (See note b below) 5.35 5.35
Provision for taxation - 440.24
Share Application money received for allotment of securities and due for refund 0.38 0.38
Deposits 7.58 7.88
TDS Payable 93.67 77.71
Other statutory dues 9.93 33.21
Commission to Director - 92.40
Commission on Sales 19.22 120.52
Payable on purchase of fixed assets 780.21 41.68
Other outstanding liabilities 234.82 316.55
2,102.47 2,528.57

a Does not include any amount due and outstanding to be credited to Investor Education and Protection Fund.

b The unclaimed fixed deposits of ` 5.35 lakh outstanding at March 31, 2017 represent deposits taken under the
Companies Act, 1956.

The Company has been unable to repay these deposits as certain cheques issued for repayment of the deposits
have not been presented to the bank for payment and certain deposit holders have not submitted to the Company
the original deposit receipts for repayment

2017 2016
9 Short-term provisions
Provisions for
Employee benefits - leave encashment 32.34 24.94
Proposed dividend - 435.00
Tax on proposed dividend - 89.06
32.34 549.00

CAMLIN FINE SCIENCES LIMITED | 95

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
10 FIXED ASSETS

PARTICULARS Gross Block Accumulated Depreciation Net Block

As at Additions Deletions As at As at Depreciation Depreciation As at As at
April 1, during the during the March 31, April 1, charge for on Deletions March 31, March 31,
2016 year year 2017 2016 the year during the 2017 2017
year
Tangible Assets
Freehold Land 207.19 - - 207.19 - - - - 207.19
Leasehold Land 947.02 - - 947.02 27.37 29.21 - 56.58 890.44
Factory & Other Building 1,006.92 - - 1,006.92 426.63 26.00 - 452.63 554.29
Site Development 37.55 - - 37.55 9.94 1.54 - 11.48 26.07
Plant, Equipment & Machinery 10,263.65 25.94 0.69 10,288.90 4,683.35 676.20 0.40 5,359.15 4,929.75
Furniture & Fixtures 435.22 2.12 - 437.34 292.34 51.97 - 344.31 93.03
Vehicles 262.61 35.67 27.15 271.13 108.51 31.50 15.02 124.99 146.14
ERP Hardware Cost 180.61 11.76 - 192.37 133.47 18.37 - 151.84 40.53
R&D Assets
Equipments & Furniture 908.25 3.40 - 911.65 140.20 90.45 - 230.65 681.00
Building 229.03 - - 229.03 16.43 13.73 - 30.16 198.87
Total 14,478.05 78.89 27.84 14,529.10 5,838.24 938.97 15.42 6,761.79 7,767.31
Intangible Assets
ERP Software Cost 162.64 23.06 - 185.70 128.94 20.24 - 149.18 36.52
Technical Know-How 1,275.41 - - 1,275.41 1,104.84 170.57 - 1,275.41 -
R & D Process Development 87.53 - - 87.53 7.33 29.19 - 36.52 51.01
Total 1,525.58 23.06 - 1,548.64 1,241.11 220.00 - 1,461.11 87.53
Current Years Total 16,003.63 101.95 27.84 16,077.74 7,079.35 1,158.97 15.42 8,222.91 7,854.84

FIXED ASSETS FOR THE YEAR ENDED 31 MARCH 2016

PARTICULARS Gross Block Accumulated Depreciation Net Block

As at Additions Deletions As at As at Depreciation Depreciation As at As at
April 1, during the during the March 31, April 1, charge for on Deletions March 31, Mrach 31,
2015 year year 2016 2015 the year during the 2016 2016
year
Tangible Assets
Freehold Land 207.19 - - 207.19 - - - - 207.19
Leasehold Land 35.14 911.88 - 947.02 1.39 25.98 - 27.37 919.65
Factory & Other Building 992.24 48.30 33.62 1,006.92 405.23 25.46 4.06 426.63 580.29
Site Development 37.55 - - 37.55 8.40 1.54 - 9.94 27.61
Plant, Equipment & Machinery 7,799.93 2,463.72 - 10,263.65 4,155.52 527.83 - 4,683.35 5,580.30
Furniture & Fixtures 431.62 3.60 - 435.22 226.13 66.21 - 292.34 142.88
Vehicles 262.61 - - 262.61 76.39 32.12 - 108.51 154.10
ERP Hardware Cost 144.92 39.54 3.85 180.61 115.24 22.05 3.82 133.47 47.14
R&D Assets
Equipments & Furniture 818.25 90.00 - 908.25 57.60 82.60 - 140.20 768.05
Building 229.03 - - 229.03 2.70 13.73 - 16.43 212.60
Total 10,958.48 3,557.04 37.47 14,478.05 5,048.60 797.52 7.88 5,838.24 8,639.81
Intangible Assets
ERP Software Cost 137.22 25.42 - 162.64 112.57 16.37 - 128.94 33.70
Technical Know-How 1,275.41 - - 1,275.41 911.20 193.64 - 1,104.84 170.57
R & D Process Development - 87.53 - 87.53 - 7.33 - 7.33 80.20
Total 1,412.63 112.95 - 1,525.58 1,023.77 217.34 - 1,241.11 284.47
Current Years Total 12,371.11 3,669.99 37.47 16,003.63 6,072.37 1,014.86 7.88 7,079.35 8,924.28

CAMLIN FINE SCIENCES LIMITED | 96

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
Number Amount Number Amount
11 Non current investments
Trade, valued at cost unless otherwise stated in equity
instruments (unquoted)
Of subsidiary companies
CFCL Mauritius Private Limited (of US $ 1 fully paid) 132,000 59.73 132,000 59.73
CFS DO BRASIL INDUSTRIA, COMERCIO, IMPORTAÇÃO 1,250,000 331.58 1,250,000 331.58
E EXPORTAÇÃO DE ADITIVOS ALIMENTÍCIOS LTDA. (CFS DO
BRAZIL)(of Real $ 1 fully paid)
Solentus North America Inc. 98,600 56.01 98,600 56.01
(of CAD $ 1 fully paid) (See note a below)
CFS North America LLC 465,000 311.51 315,000 211.62
(of US$ 1 fully paid)
CFS Antioxidantes De Mexico S.A.de C.V. 34,343 1,303.15 50 1.91
(of Mexican Pesos 1000 fully paid) (See note b below)
CFS International Trading (Shanghai) Ltd - 50.32 - -
(Paid up capital RMB 498,860) (See note c below)
Chemolutions Chemicals Limited (of ` 10 fully paid) 6,366,503 950.00 - -
(See note d below)
3,062.30 660.85
Of Associates
Fine Lifestyle Brand Limited 255,000 25.50 255,000 25.50
(of ` 10 fully paid) (see note e below)
Others
Fine Renewable Energy Limited (of ` 10 fully paid) 51,000 5.10 51,000 5.10
(See note e below)
Chemolutions Chemicals Limited (of ` 10 fully paid) - - 99,500 9.95
5.10 15.05
Trade Investments Total 3,092.90 701.40
Non-trade
In equity shares of Saraswat Co-Operative Bank Limited 5,000 0.50 5,000 0.50
(of ` 10 fully paid)
0.50 0.50
Provision for diminution in value of investments (30.60) (30.60)
(see note e below)
3,062.80 671.30
Aggregate market value of Unquoted investments 3,062.80 671.30

a The Company has invested ` 56.01 lakh (previous year ` 56.01 lakh) in the share capital of Solentus North America
Inc., its wholly owned subsidiary Company (“the subsidiary”) and given a loan of ` 199.66 lakh (previous year
` 160.33 lakh) to it (included in loans and advances) (See note 17) upto 31 March 2017. The subsidiary has negative

CAMLIN FINE SCIENCES LIMITED | 97

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
net worth as at 31 March 2017 and is dependent upon the Company to enable it to meet its obligations as they
become due. Based on the proposed plans for the subsidiary, management believes the loan to be fully recoverable
and further believes that there is no diminution other than temporary in its investment in the share capital of the
subsidiary.

b On February 2, 2016 the Company had entered into share purchase agreement with the shareholders of Dresen
Quimica SAPI, a company registered and situated in Mexico along with its five wholly owned subsidiaries in Mexico,
Peru, Guatemala, Columbia and Dominican Republic, to acquire 65% of share capital. Dresen Quimica SAPI and
its subsidiaries are engaged in manufacturing and marketing wide range of antioxidants, adsorbents, acidifying
agents, bactericides, binders and mould inhibitors. Accordingly, on May 4, 2016, Company has invested a sum of
` 1,303.15 lakh equivalent to US$ 19.50 lakh through an intermediary wholly owned subsidiary CFS Antioxidantes De
Mexico, S.A.DE.C.V.(CFS de Mexico) which is registered in Mexico. For the purpose of this acquisition CFS de Mexico
has borrowed US$ 5.85 million as a loan from EXIM Bank. Company has provided a corporate guarantee against the
payment of interest and principal of the aforesaid loan amounting to US$ 6.435 million.

c On April 15, 2016, Company has incorporated a subsidiary in the free trade zone of China, namely, CFS International
Trading (Shanghai) Ltd. The Company has subscribed US$ 75,000 as capital during the year.

d On March 22, 2017, Company has been allotted 62,67,003 equity shares of Chemolutions Chemicals Ltd (CCL) of
` 10 each at a share premium of ` 5 per equity share on conversion of Inter Corporate Deposit of ` 940.05 lakh
Pursuant to this allotment, CCL has become subsidiary of the Company with effect from March 22, 2017.

e The provision for diminution in the value of investments represents the provision in respect of investments in Fine
Renewable Energy Limited and Fine Lifestyle Brand Limited.

2017 2016
12 Long term loans and advances (unsecured, considered good)
Loans and advances to related parties (See note 17) 2124.31 1,044.74
Capital advances 361.95 -
Security deposits 148.12 135.18
Other loans and advances
Advance tax net of provision 217.88 -
MAT credit entitlement 14.04 -
2,866.30 1,179.92
13 Current Investments
(with original maturity of between 3 months and 12 months)
Unquoted investment in Mutual Funds
HDFC Liquid Fund- Regular Plan-Growth 227.23 -
(NAV as on March 31, 2017 ` 3,159.26 per unit)
Birla Sun Life Cash Plus-Growth-Regular Plan 264.48 -
(NAV as on March 31, 2017 ` 257.77 per unit)
Reliance Liquid Fund Treasury Plan Growth Plan 168.58 -
(NAV as on March 31, 2017 ` 3,930.65 per unit)
ICICI Prudential Liquid Plan-Growth 454.96 -
(NAV as on March 31, 2017 ` 233.36 per unit)
1,115.25 -

CAMLIN FINE SCIENCES LIMITED | 98

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
14 Inventories
(at cost or net realisable value whichever is lower)
Raw material and components (including packing materials) [includes goods in- 3,327.32 5,572.17
transit ` 652.64 lakh, (previous year ` 1,759.06 lakh)]
Work-in-progress 2,379.26 1,891.10
Finished goods 5,822.24 4,168.78
Stock in trade 45.10 64.28
Stores and spares 72.17 109.23
11,646.09 11,805.56
15 Trade receivables
Outstanding for a period exceeding six months from the date they are due for
payment
Unsecured, considered good 3,453.32 217.65
Doubtful 325.50 265.53
3,778.82 483.18
Less: Provision for doubtful debts (325.50) (265.53)
3,453.32 217.65
Other debts
Unsecured, considered good [Net of Bills Discounted ` 912.48 lakh (Previous year ` 9,265.14 9,615.49
5,109.82 lakh]
12,718.46 9,833.14
16 Cash and bank balances
i Cash and cash equivalents
Balances with banks
In current account 240.72 233.40
Unpaid dividend/interest account 31.22 27.35
Cash on hand 5.25 8.68
277.19 269.43
ii Other bank balances
Margin money (against letters of credit and bank guarantees) 1,026.09 1,059.28
1,303.28 1,328.71
17 Short term loans and advances
Loans and advances to related parties 1,537.04 1,413.86
(Unsecured, considered good) (See note b below)
Loans to others
Unsecured, considered good 1.94 219.88
Considered doubtful - 160.00
1.94 379.88
Less: Provision for doubtful debts - (160.00)
1.94 219.88
Advance for Investment in Subsidiary (See note a below) 419.38 -
1,958.36 1,633.74

CAMLIN FINE SCIENCES LIMITED | 99

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
a On December 23, 2016, Company has entered into share purchase agreement with Ningbo Wanglong Technology
Limited, a company registered in China for acquisition of 51% equity stake in its Vanillin manufacturing facility, for a
consideration of US$ 6.28 million, by the Company or its subsidiaries. The process of acquisition is expected to be
completed in the first half of next financial year on completion of certain conditions by the counter party. As per the
terms of share purchase agreement, the first tranche of consideration of US$ 0.628 million equivalent to ` 419.38
lakh being 10% of the consideration has been transferred to an Escrow Account on February 28, 2017. This advance
has been disclosed as “Advance for Investment in Subsidiary” Under Note 17 : Short term loans and advances

b Loans and advances to related parties include loans / advances to subsidiaries and associates as follows

2017 2016
Balance Maximum Balance Maximum
outstanding outstanding
during the during the
year year
Subsidiaries
1 CFCL Mauritius Private Limited 856.12 1,095.71 1,093.25 1,093.25
(Purpose : General corporate purposes)
2 CFS Europe S. p. A 50.16 51.09 - 53.67
(Purpose : General corporate purposes)
3 CFS do Brazil 820.74 842.24 774.38 779.71
(Purpose : General corporate purposes)
4 Solentus North America Inc 199.66 206.28 160.33 160.33
(Purpose : General corporate purposes)
5 CFS North America LLC 1,491.03 1,541.38 430.64 437.14
(Purpose : General corporate purposes)
6 CFS Antioxidantes De Mexico S.A.DE C.V. 121.67 125.90 - -
(Purpose : General corporate purposes)
7 Dresen Quimica SAPI De C.V., 42.00 42.00 - -
(Purpose : General corporate purposes)
8 Chemolutions Chemicals Ltd. 79.97 1,313.28 - -
(Purpose : General corporate purposes)
Associate
1 Fine Lifestyle Brands Limited - - 0.26 0.26
(Purpose : General corporate purposes)
3,661.35 5,217.88 2,458.86 2,524.36

2017 2016
Disclosed as
Short Term 1,537.04 1,414.12
Long Term 2,124.31 1,044.74
3,661.35 2,458.86

CAMLIN FINE SCIENCES LIMITED | 100

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017

In addition to the above, the Company has given the following loans to companies in which the directors are
interested
2017 2016
Balance Maximum Balance Maximum
outstanding outstanding
during the during the
year year
1 Chemolutions Chemicals Ltd. - 1,280.04 377.68 411.59

2017 2017 2016

18 Other current assets
Prepaid expenses 462.08 309.32
Advance to Material Suppliers 931.61
Less: Provision for doubtful material advances (46.00) 885.61 738.90
Loans to employees 2.18 0.94
Gratuity (See note 24(ii)) 82.80 45.58
Balance with statutory/government authorities 678.35 918.41
Deposits 35.21 19.50
Export benefits receivable 549.72 695.18
Others 83.05 8.46
2,779.00 2,736.29

2017 2016
19 Revenue from operations
Sale of products
Finished goods 30,841.04 40,123.13
Traded goods 2,479.45 1,528.75
Sale of services 5.09 -
Other operating revenues
- Export benefits 423.50 592.75
- Scrap sales 8.82 21.75
Revenue from operations (gross) 33,757.90 42,266.38
Less: Excise duty (1,293.48) (1,047.85)
32,464.42 41,218.53
Sales of product comprise
Shelf Life solutions 18,204.82 27,775.45
Performance Chemicals (including traded) 13,471.63 12,543.59
Others 359.38 306.75
32,035.83 40,625.78

CAMLIN FINE SCIENCES LIMITED | 101

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
20 Other income
Interest income 297.42 151.90
Dividend income 0.04 -
Gain on current Investment 48.25 -
Gain on Foreign Exchange Fluctuations - 200.52
Recovery of advance written off (See note below ) 867.80 -
Miscellaneous receipts 94.42 17.83
1,307.93 370.25

Board of Directors of the Company has approved conversion of advance amounting to ` 940.05 lakh into equity share
capital of Chemolutions Chemicals Limited (CCL). Pursuant to this capitalisation CCL has issued 62,67,003 equity shares
of ` 10 each at a share premium of ` 5 per equity share amounting to ` 940.05 lakh. Accordingly, Company has reinstated
the advance to CCL written off in earlier years aggregating ` 867.80 lakh which is disclosed under the head “Other
Income”.

2017 2016
21 Cost of materials consumed
Opening Stock of Raw Material 5,681.40 5,457.34
Add: Purchases of Raw Material 17,965.97 25,864.18
Less: Closing Stock of Raw Material (3,399.50) (5,681.40)
20,247.87 25,640.12
22 Purchase of stock in trade
Purchases of stock in trade 2,236.11 1,364.06

23 Changes in inventory of finished goods and work in progress

Opening Inventory
Finished Goods (including stock in trade) 4,233.06 2,145.92
Work-In-Progress 1,891.10 1,406.04
6,124.16 3,551.96
Closing Inventory
Finished Goods (including stock in trade) 5,867.34 4,233.06
Work-In-Progress 2,379.26 1,891.10
8,246.60 6,124.16
(2,122.44) (2,572.20)
Consumption of raw materials, packing materials and traded goods
Hydroquinone 8,741.75 11,922.43
Tertiary Butyl Alcohol 1,241.38 2,149.36
Catechol 5,404.44 5,960.79
Toluene - 786.63
Others 7,096.42 6,184.97
22,483.99 27,004.18

CAMLIN FINE SCIENCES LIMITED | 102

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
% Amount % Amount
Imported 80.32 18,059.76 83.59 22,574.07
Indigenous 19.68 4,424.23 16.41 4,430.11
100.00 22,483.99 100.00 27,004.18

2017 2016
24 Employee benefit expenses
Salaries and Wages 1,765.61 1,720.87
Contributions to -
Provident fund 116.28 107.85
Gratuity fund (See note (ii) below) 32.55 21.36
Expense on Employee Stock Option Scheme (ESOP) (See note (i) below) - 3.69
Staff welfare expenses 96.09 93.56
2,010.53 1,947.33

i. The Company granted options to its eligible employees under “Camlin Fine Sciences Employees Stock Option Scheme,
2008” (ESOS 2008), “Camlin Fine Sciences Employees Stock Option Scheme, 2012”(ESOS 2012) and “Camlin Fine
Sciences Employees Stock Option Scheme, 2014” (ESOS 2014). The options granted under these schemes are equity
settled. The other details of the schemes are summarised below:

ESOS 2008 ESOS 2012 ESOS 2014

Grant date 9 August 2008 13 October 2008 23 October 2009 25 October 2010 19 November 2012 30 December 2014

Options granted 19,41,000 1,67,000 3,22,000 6,40,000 14,94,000 16,38,000

Exercise price ` 5.00/- per share ` 5.00/- per share ` 5.00/- per share ` 6.20/- per share ` 8.00/- per share ` 67.00/- per share

Basis of exercise At a discount to At a discount to At a discount to At a discount to At a discount to At market price

price market price market price market price market price market price

Vesting period 10% On expiry of 12 months from the date of grant 50% On expiry of 50% On expiry of
12 months from the 12 months from the
date of grant date of grant

15% On expiry of 24 months from the date of grant 25% On expiry of 50% On expiry of
24 months from the 24 months from the
date of grant date of grant

20% On expiry of 36 months from the date of grant 25% On expiry of

36 months from the
date of grant

25% On expiry of 48 months from the date of grant

30% On expiry of 60 months from the date of grant

The company has adopted intrinsic value method in accounting for employee cost on account of ESOS. The intrinsic
value of the shares is based on the latest available closing market price, prior to the date of meeting of the board of
directors, in which the options were granted, on the stock exchange in which the shares of the company are listed. The
difference between the intrinsic value and the exercise price is being amortised as employee compensation cost over
the vesting period.

CAMLIN FINE SCIENCES LIMITED | 103

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
Particulars ESOS 2008 ESOS 2012 ESOS 2014

Number Wt avg Number Wt avg Number Wt avg

exercise price exercise price exercise price

Options outstanding at the beginning of the 91,800 6.16 3,57,750 8 12,85,500 67

year

Granted during the year 0 N.A. 0 N.A. 0 N.A

Expired/Forfeited during the year 3,600 6.20 3,750 N.A 85,500 N.A

Exercised during the year 88,200 6.20 3,54,000 8 5,24,240 67

Outstanding at the end of the year 0 N.A 0 N.A 6,75,760 67

Exercisable at the end of the year 0 N.A 0 8 5,00,000 67

Weighted average Range of exercise price of N.A ` 8/- ` 67/-

Options outstanding at the end of the year

Weighted average remaining contractual life of N.A 0.20 years 1.25 years
the option outstanding at the end of the year

Weighted average fair value of the options 4.43 4.68 17.70

granted during the year

Option pricing model used Black Scholes option pricing model

Assumptions used in arriving at fair value of

option granted during the year

Risk free interest rate N.A. N.A. 8.29%

Expected life 1 to 3 yrs

Expected volatility 69.72%

Expected dividend yield 10.81%

Price of share at the time of grant 67

The total expense charged to the statement of profit and loss in respect of the options granted aggregated ` Nil lakh
(previous year ` 3.69 lakh).

Had the fair value method of accounting for options been followed the net profit for the year would have been lower by
` 49.72 lakh (previous year ` 233.91 lakh).

ii Gratuity

The following tables summaries the net benefit expense recognised in the Statement of Profit & Loss, the details of the
defined benefit obligation and the funded status of the Company’s gratuity plan

2017 2016
a Expense recognised in the statement of profit and loss
Current Service Cost 21.00 17.33
Interest (3.67) (2.47)
Expected Return on plan assets - -
Actuarial (Gain)/Loss 15.22 6.50
Total expense 32.55 21.36
Actual return on plan assets 19.04 38.16

CAMLIN FINE SCIENCES LIMITED | 104

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
b Net asset recognised in the Balance Sheet
Present Value of Defined Benefit Obligation at end of the year 303.36 273.40
Fair Value of plan assets at the end of the year 386.16 318.98
Funded status [Surplus/(Deficit)] 82.80 45.58
Net Asset/(Liability) at the end of the year. 820.80 45.58
c Change in obligation during the year
Present Value of Defined Benefit Obligation at the beginning of the year 273.40 225.75
Current Service Cost 21.00 17.33
Interest Cost 22.04 18.06
Actuarial (Gains)/Losses on Obligations - Due to Change in Financial 18.40 (1.20)
Assumptions
Actuarial (Gains)/Losses on Obligations - Due to Experience (9.84) 25.32
Benefit payments (21.64) (11.86)
Present Value of Defined Benefit Obligation at the end of the year 303.36 273.40
d Change in Fair Value of Assets during the year ended.
Fair Value of plan assets at the beginning of the year 318.98 256.70
Expected return on plan assets 25.71 20.53
Contributions by employer 69.77 35.99
Actual benefits paid (21.64) (11.86)
Actuarial Gain/(Loss) on Plan Assets - Due to Experience (6.66) 17.62
Fair Value of plan assets at the end of the year. 386.16 318.98

The Company expects to contribute ` 70 lakh to gratuity in the next year (Previous year ` 35 lakh).

The amount of defined benefit obligation, plan assets, the deficit thereof and the experience adjustments on plan asset
and plan liabilities for the current and previous fours years are as follows

2017 2016 2015 2014 2013

Defined Benefit Obligation 303.36 273.40 225.75 163.06 148.20
Plan assets 386.16 318.98 256.70 228.63 161.56
Deficit/(Surplus) (82.80) (45.58) (30.95) (65.57) (13.36)
Experience adjustments
On plan assets (6.66) 17.62 7.08 1.33 1.29
On plan liabilities (9.84) (11.86) 12.72 (11.68) (12.18)

The gratuity fund is entirely invested in a group gratuity policy with the Life Insurance Corporation of India. The
information on the allocation of the fund into major asset classes and the expected return on each major class is not
readily available.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable
to the period over which the obligation is to be settled.

CAMLIN FINE SCIENCES LIMITED | 105

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
The principal assumptions used in determining the gratuity obligations are as follows

2017 2016
Discount rate 7.20% 8.06%
Expected rate of return on plan assets 7.20% 8.06%
Expected rate of salary increase 5.00% 5.00%
Attrition rate 2.00% 2.00%

The estimates of future salary increases, considered in actuarial valuation take account of inflation, seniority, promotion
and other relevant factors.

iii Leave Encashment

The accumulated balance of leave encashment (unfunded) provided in the books as at 31 March 2017 ` 246.77 Lakh
(previous year ` 210.20 Lakh), determined on actuarial basis using projected unit credit method.

2017 2016
25 Finance costs
Interest 2,193.49 1,776.04
Bank Charges 389.83 406.89
2,583.32 2,182.93
26 Research & development expenses
Salaries and incentives 146.95 152.32
Travelling & Conveyance 21.31 16.18
Professional fees - 24.92
Laboratory Expenses 49.46 52.00
Other Expenses 37.87 52.19
255.59 297.61
Less: Product Process Development Capitalised - (87.53)
255.59 210.08

2017 2016
27 Other expenses
Consumption of stores and spares 202.53 198.34
Power and Fuel 1,301.77 1,308.53
Rent (See note 32) 286.49 299.68
Rates and Taxes 16.39 0.23
Insurance 253.90 317.34
Repairs
- Building - 1.28
- Machinery 77.25 76.20
- Others 278.73 306.81

CAMLIN FINE SCIENCES LIMITED | 106

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
Sub Contracting Charges 636.52 1,085.61
Labour Charges 470.44 517.77
Advertisement and Sales Promotion 913.19 802.60
Transport & Forwarding Charges 375.37 487.78
Commission/Discount/Service Charges on Sales 362.81 532.28
Travelling & Conveyance 537.79 658.19
Directors’ Meeting Fees 56.85 69.55
Auditors’ Remuneration (See note below) 40.29 40.71
Corporate Social Responsibility Contribution 72.15 63.57
Legal & Professional fees 368.89 381.63
Bad Debt Written Off 17.40 2.45
Bad Advances Written Off - -
Provision for Doubtful Debts 77.37 94.74
Provision for Doubtful Advances 46.00 -
Less: Provision for Doubtful Advances Written (160.00) -
Back
Less: Provision for Doubtful Debts Written Back (17.40) -
(36.63) 97.20 (36.63) 97.20
Loss on Sale/Discarding of Assets 6.65 29.48
Exchange fluctuation 420.54 -
Miscellaneous Expenses 647.98 600.99
7,289.90 7,875.77
Auditor remuneration
As Auditors
Audit Fees Standalone Financials 13.75 12.50
Tax Audit Fees 3.45 3.14
In Other Capacity
Taxation Matters 3.19 2.94
Certification 0.50 0.98
Other Services 18.73 20.52
Reimbursement of Expenses 0.67 0.63
40.29 40.71

CAMLIN FINE SCIENCES LIMITED | 107

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
28 Exceptional Item

On 16th June 2013, a fire had occurred at the Company’s factory at Tarapur as a result of which there was a loss of
inventory and fixed assets. Company had preferred an insurance claim which was settled during the previous year. The
resultant loss on final settlement of the insurance claim amounting to ` 454.73 lakh has been disclosed as an exceptional
item in the previous year.

29 Earnings per share

2017 2016
Profit as per Statement of Profit and Loss available for equity shareholders 3.70 2,575.19
Weighted average number of equity shares used in computing basic earnings per 10,15,83,090 9,61,32,995
share
Dilutive effect of stock options 2,20,651 4,06,051
Weighted average number of equity shares used in computing diluted earnings per 10,18,03,741 9,65,39,046
share
Basic earnings per share (`) of face value of ` 1/- each 0.00 * 2.68
Diluted earnings per share (`) of face value of ` 1/- each 0.00 * 2.67

* The EPS value upto two decimals is zero.

30 Foreign currency transactions

The unhedged exposure of foreign currency transactions as on 31 March 2017 is as follows:

Currency 2017 2016

Trade Receivable US $ 128.75 103.15
Euro 31.47 14.56
Trade Payable US $ 2.81 19.68
Euro 10.29 32.00
Payable on purchase of fixed assets Euro 10.00 -
Short Term Borrowing US $ 17.48 3.79
Euro 14.00 18.06
Term Loan US $ - 9.77
Loan & Advance Receivable Euro 12.80 12.13
US $ 41.57 23.33
Total unhedged exposure of foreign currency transactions
Currency US $ 190.61 155.93
Currency Euro 78.56 58.69

CAMLIN FINE SCIENCES LIMITED | 108

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
31 Related party transactions

The related parties with whom the Company had transactions during the year are summarized below:

a Name of the related party Nature of relationship

CFCL Mauritius Pvt. Ltd. Wholly owned subsidiary
CFS DO BRASIL INDUSTRIA, COMERCIO, IMPORTAÇÃO Wholly owned subsidiary
E EXPORTAÇÃO DE ADITIVOS ALIMENTÍCIOS LTDA.
Solentus North America Inc. Wholly owned subsidiary
CFS EUROPE S.p.A Wholly owned subsidiary
CFS North America LLC Wholly owned subsidiary
CFS Antioxidantes De Mexico S.A.DE C.V. Wholly owned subsidiary
Dresen Quimica SAPI De C.V., Subsidiary w.e.f. May 4, 2016
CFS International Trading (Shanghai) Ltd Wholly owned subsidiary w.e.f. April 15,2016
Chemolutions Chemicals Ltd Subsidiary w.e.f. March 22, 2017
Fine Lifestyle Brands Ltd. Associate
Fine Lifestyle Solutions Ltd. Significant influence by Managing Director
Fine Renewable Energy Ltd. Significant influence by Managing Director
Abana Medisys Pvt.Ltd Significant influence by Managing Director
Focussed Event Management Pvt. Ltd Significant influence by Managing Director
Vibha Agencies Pvt. Ltd. Owned by Managing Director
Key managerial personnel and their relatives
Mr. D. D. Dandekar Chairman
Mr. A. S. Dandekar Managing Director
Mr. .D. R. Puranik Executive Director & CFO till February 9, 2017 there
after Executive Director
Ms. Leena Dandekar Executive Director
Mr. S. D. Dandekar Management Consultant/Relative of Managing Director
Mrs. R. S. Dandekar Management Consultant/Relative of Managing Director
Mr. Santosh Parab Chief Finance Officer w.e.f February 10, 2017
Mr. Rahul Sawale Company Secretary

b The transactions with related parties are summarised below (figures in brackets represent previous year
amounts):

Subsidiaries / Associate Key managerial

Wholly owned personnel and
subsidiaries their relatives
i Purchases/Expenses
Goods 9,525.17 Nil Nil
(12,542.79) (Nil) (Nil)
Puchase of technology 704.66 - -

CAMLIN FINE SCIENCES LIMITED | 109

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
Subsidiaries / Associate Key managerial
Wholly owned personnel and
subsidiaries their relatives
(Nil) (Nil) (Nil)
Advance for land 352.20 Nil Nil
(Nil) (Nil) (Nil)
Services Nil Nil 11.40
(Nil) (Nil) (11.40)
ii Sales
Goods 6,268.34 Nil Nil
(4,528.60) (Nil) (Nil)
Services 89.88 Nil Nil
(Nil) (Nil) (Nil)
iii Investment made 2,391.50 Nil Nil
(213.53) (Nil) (Nil)
iv Finance
Inter Corporate Loans Given 1,038.21 Nil Nil
(862.32) (0.26) (Nil)
Material Advance Given 2,688.56 Nil Nil
(2,210.06) (Nil) (Nil)
Interest Received 150.38 Nil Nil
(28.68) (Nil) (Nil)
v Other Transactions
Commission Given 124.13 Nil Nil
(129.62) (Nil) (Nil)
Rent Received 0.03 Nil Nil
(0.03) (Nil) (Nil)
vi Outstanding
Payable 1,503.56 Nil Nil
(2,465.83) (Nil) (Nil)
Receivable 7,027.06 Nil Nil
(3,417.07) (0.26) (Nil)
Inter Corporate Loans Given 3,098.73 Nil Nil
(2,174.76) (Nil) (Nil)
Interest and Other Receivable 563.01 Nil Nil
(283.84) (Nil) (Nil)
Advances 307.21 Nil Nil
(434.99) (Nil) (Nil)
vii Investment 3,062.30 Nil Nil
(660.85) (Nil) (Nil)
viii Managerial Remuneration Nil Nil 400.11
(Nil) (Nil) (378.71)

CAMLIN FINE SCIENCES LIMITED | 110

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
c Significant transactions with related parties

2017 2016
Subsidiaries / Wholly owned subsidiaries
i Purchases/Expenses
Goods
CFS Europe S.p.A 9,521.80 12,542.79
Chemolutions Chemicals Ltd 3.37 -
Fixed Asset
CFS Europe S.p.A 704.66 -
ii Sales
Goods
CFS Europe S.p.A 2,729.59 2,339.01
CFS do Brazil 931.96 1,547.48
CFS North America LLC 692.63 641.97
Dresen Quimica SAPI De C.V., 1,914.16 -
Kokuyo Camlin Ltd. - 0.14
Service
CFS Europe S.p.A 30.24 -
CFS do Brazil 17.90 -
CFS North America LLC 8.95 -
Dresen Quimica SAPI De C.V., 32.79 -
iii Finance
Inter Corporate Loans Given
CFS do Brazil - 537.30
Solentus North America Inc. 33.60 13.26
CFS North America LLC 917.08 311.76
CFS Antioxidantes De Mexico S.A.DE C.V. 87.53 -
iv Interest Received
CFS do Brazil 53.98 15.66
Solentus North America 12.74 10.45
CFS North America LLC 78.85 2.57
CFS Antioxidantes De Mexico S.A.DE C.V. 3.58 -
Chemolutions Chemicals Ltd 1.23 -
v Material Advance Given
CFS Europe S.p.A 2,623.72 2,210.06
CFS do Brazil 64.84 -
vi Other Transactions
Commission
CFS do Brazil 124.13 129.62
vii Outstanding:
a Loan & Advances
CFCL Mauritius Pvt. Ltd. 856.12 1,093.23
CFS Europe S.p.A 50.16 434.99

CAMLIN FINE SCIENCES LIMITED | 111

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
CFS do Brazil 820.74 774.38
Solentus North America Inc. 199.66 160.33
CFS North America LLC 1,491.03 430.64
CFS Antioxidantes De Mexico S.A.DE C.V. 121.67 -
Chemolutions Chemicals Ltd 79.97 -
Dresen Quimica SAPI De C.V., 42.00 -
b Material Advance
CFS Europe S.p.A 242.37 434.99
CFS do Brazil 64.84 -
c Trade Payable
CFS Europe S.p.A 712.55 2,403.84
Payable on purchase of fixed asset
CFS Europe S.p.A 692.48 -
Other Payable
CFS do Brazil 81.93 61.99
CFS International Trading (Shanghai) Ltd 16.61 -
d Receivable
CFS Europe S.p.A 2,984.97 1,486.61
CFS do Brazil 2,092.78 1,300.18
Dresen Quimica SAPI De C.V., 1,064.33 -
CFS North America LLC 884.98 630.28

Associate Companies
viii Other Transactions
Rent Received
Abana Medisys Pvt.Ltd 0.01 0.01
Fine Renewable Energy Ltd. 0.01 0.01
ix Outstanding:
Abana Medisys Pvt.Ltd 0.38 0.36
Fine Renewable Energy Ltd. 0.01 0.03
Fine Lifestyle Brands Ltd. - 0.26

Key Management Personnel

x Managerial Remuneration
Mr. A. S. Dandekar 185.09 190.45
Mr. D. D. Dandekar 30.60 30.00
Ms. Leena Dandekar 93.87 82.55
Mr. D.R.Puranik 66.96 66.25
Mr. Santosh Parab 5.78 -
Mr. R.D.Sawale 17.81 9.46

CAMLIN FINE SCIENCES LIMITED | 112

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
32 Leases

General description of operating lease

The significant leasing arrangements are in respect of residential flats, warehouses etc. taken on lease. The arrangements
range between 11 months to five years and are generally renewable by mutual consent or mutually agreeable terms.
Under these arrangements refundable interest-free deposits have been given.

2017 2016
For the period up to one year 197.91 187.47
For the period one year to five years 369.76 415.60
Five years and above - -
567.67 603.07

33 Segment information

The Company operates primarily in the segment of Fine Chemicals and hence has only one reportable segment
Geographical segment disclosure for year ended March 31, 2017 Domestic sale is ` 9,963.94 lakh (previous year ` 8,437.09
lakh) and Export sale is ` 23,356.55 lakh (previous year ` 33,214.80 lakh)

34 Contingencies and commitments

2017 2016
Contingent liabilities
a) In respect of bills of exchange / cheque discounted with the bankers 912.48 5,109.82
b) In respect of bank guarantees issued to VAT ,Excise and Custom Authorities 393.26 374.30
c) In respect of VAT / CST Matter* (See note below) 732.44 732.44
d) In respect of corporate guarantees issued against the borrowings of:
i) CFS Europe S.p.A. - Subsidiary Company 1,900.00 5,076.54
Loan balance outstanding in respect of the above guarantee is ` 1,900.00
lakh (Previous Year ` 2,895.02 Lakh)
ii) CFS Antioxidantes De Mexico S.A.DE C.V. - Subsidiary Company 4,456.08 -
e) In respect of corporate guarantees issued against the contractor’s payment
obligations and supply of material
i) CFS Europe S.p.A. - Subsidiary Company 2,911.17 3,157.01
Contractors payment obligations outstanding in respect of the above
guarantee is ` 3,258.52 Lakh (Previous Year ` 1,132.85 Lakh)

* Includes Central Excise and Customs duty demand of ` 356.02 lakh received dated April 13, 2017 for which the period
of filing of appeal has not expired.

Commitments

Value of contracts (net of advance) remaining to be executed on capital account not provided for ` 725 Lakh.
(Previous year ` 5.48 Lakh)

The information in respect of commitment has been given only in respect of capital commitment in order to avoid
providing excess details that may not assist user of financial statements

CAMLIN FINE SCIENCES LIMITED | 113

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
2017 2016
35 Value of imports on CIF basis
Raw Material 12,419.64 19,801.24
Purchase of Traded Goods 2,236.11 1,364.06
14,655.75 21,165.30
36 Expenditure in foreign currency
Professional & Legal Fees 66.59 110.07
Commission and Sales Promotion 918.92 747.60
Others 385.14 291.68
1,370.65 1,149.35
37 Earnings in foreign exchange
Exports at F.O.B. Value (Including Trading) 23,133.18 32,646.27

38 Disclosure on Specified Bank Notes (SBNs)

During the year, the company had specified bank notes or other denomination note as defined in the MCA notification
G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period
from November 8, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the notification is
given below:

SBNs* Other Total

Denomination
notes
Closing cash in hand as on November 8,2016 2.78 3.99 6.77
(+) Permitted Receipt** 6.19 9.14 15.33
(-) Permitted Payment*** (0.62) (8.60) (9.22)
Amount deposited in Banks (8.35) - (8.35)
Closing cash in hand as on December 30,2016 - 4.53 4.53

*For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification
of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the
8th November, 2016.”

**Permitted receipts pertain to SBN’s received from debtors by Company’s sales representatives prior to November 7,
2016.

***Permitted payments include transactions of SBN as permitted pursuant to notifications issued by Reserve Bank of
India.

CAMLIN FINE SCIENCES LIMITED | 114

NOTES TO THE STANDALONE FINANCIAL STATEMENTS for the year ended 31 March 2017
39 MICRO,SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT,2006

The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and Medium Enterprises Development
Act, 2006” has been determined to the extent such parties have been identified on the basis of information available
with the Company. The disclosure relating to Micro and Small Enterprises as at March 31,2017 are as under:

Particulars 2017 2016

1 Principle amount remaining unpaid beyond due date, to suppliers as at the end 43.80 Nil
of accounting year
2 Interest due thereon remaining unpaid to suppliers as at the end of accounting 2.27 Nil
year
3 Amount of interest paid in terms of Section 16,along with the amount of Nil Nil
payment made to the supplier beyond the appointed day during the year 2016-
2017
4 Amount of interest due and payable for the period of delay in making payment 3.60 Nil
(which have been paid but beyond the appointed day during the year) but
without adding the interest specified under this Act.
5 Amount of interest accrued and remaining unpaid at the end of accounting 5.87 Nil
year.
6 The amount of further interest due and payable even in the succeeding year Nil Nil
until such date when the interest due as above are actually paid to the suppliers
for the purpose of disallowance as a deductible expenditure under Section 23.
7 Balance as at the year end 49.67 Nil

40 Prior year comparatives

Prior year figures have been reclassified, where necessary to confirm to current year’s classification.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 115

 FORM AOC-I
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
(All amounts in ` lakhs, unless otherwise stated)
Part “A”: Subsidiaries

Sr. Name of Reporting Reporting Exchange Share Reserves Total Total Investments Turnover Profit / Provision Profit / Proposed % of
No. Subsidiary period currency rate capital & surplus assets liabilities (loss) for (loss) dividend shareholding
before taxation after
taxation taxation
1 CFCL Mauritius Apr 16 to EUR 69.25 59.73 (42.22) 21.82 857.69 853.38 - (9.37) - (9.37) - 100%
Private Limited Mar 17
2 CFS Europe Apr 16 to EUR 69.25 1,384.95 5,633.50 19,254.45 12,334.18 98.18 22,161.86 351.81 (148.50) 500.31 - 100%

CAMLIN FINE SCIENCES LIMITED | 116

S.p.A. Mar 17
3 CFS do Brasil Apr 16 to BRL 20.76 331.58 (906.55) 2,570.83 3,145.80 - 1,723.54 (425.22) (58.15) (367.07) - 100%
Industria, Mar 17
Comercio
Importacao E
Exportacao
De Aditivos
Alimenticios
Ltda.
4 Solentus North Apr 16 to CAD 48.65 56.01 (252.99) 20.40 217.38 - - (25.98) - (25.98) - 100%
America Inc Mar 17
5 CFS North Apr 16 to US$ 64.84 311.51 (1,597.37) 1,162.06 2,447.92 - 1,085.80 (1,267.01) - (1,267.01) - 100%
America LLC Mar 17
6 CFS Apr 16 to MXP 3.46 1,303.15 (305.51) 158.64 4,194.65 5,033.64 179.99 (226.08) 8.52 (217.56) - 100%
Antioxidantes De Mar 17
Mexico S.A.de
C.V.
7 CFS International Apr 16 to CNY 9.41 50.32 (25.96) 24.42 0.06 - - (23.97) - (23.97) - 100%
Trading Mar 17
(Shanghai) Ltd
8 Dresen Quimica, Apr 16 to MXP 3.46 2,779.98 2,189.57 6,567.32 3,034.77 1,437.00 9,793.33 2,240.96 575.35 1,665.60 - 65%
S.A.P.I. de C.V. Mar 17
9 Industrias Apr 16 to MXP 3.46 3.88 110.12 242.24 128.24 - 1,184.24 102.52 48.38 54.14 - 65%
Petrotec de Mar 17
Mexico, S.A. de
C.V.
10 Inovel, S.A.S. Apr 16 to MXP 3.46 79.52 142.45 747.24 525.27 - 919.12 133.21 40.56 92.65 - 65%
Mar 17
11 Nuvel, S.A.C. Apr 16 to MXP 3.46 30.24 897.24 1,620.28 692.79 - 1,615.61 140.60 - 140.60 - 65%
Mar 17
12 Britec, S.A. Apr 16 to MXP 3.46 30.41 371.03 532.70 131.26 - 959.04 2.88 25.99 (23.12) - 65%
Mar 17
13 Grinel, S.R.L. Apr 16 to MXP 3.46 1.45 - 1.45 - - - - - - - 65%
Mar 17
14 Chemolutions Apr 16 to INR 676.70 (468.14) 359.13 150.57 - 8.86 (42.08) (277.23) 235.15 - 94.08%
Chemicals Ltd. Mar 17
 Part “B”: Associates and Joint Ventures

1 Name of Associate Fine Lifestyle Brands Limited

2 Latest audited Balance Sheet Date 31/3/2017
3 Shares of Associate held by the company on the year end
No. 255,000
Amount of Investment in Associate 2,550,000
Extend of Holding % 49.04%
4 Description of how there is significant influence 49.04% Stake in total Equity Capital
5 Reason why the associate/joint venture is not consolidated N.A.
6 Net worth attributable to Shareholding as per latest audited Balance Sheet (7.73)
7 Profit/(Loss) for the year
i. Considered in Consolidation 1.71
ii. Not Considered in Consolidation -
8 Names of associates or joint ventures which are yet to commence operations N.A.

For and on behalf of the Board of Directors of

Camlin Fine Sciences Limited
D. D. Dandekar A.S.Dandekar
Chairman Managing Director

Santosh Parab R.D.Sawale

Chief Financial Officer Company Secretary

Mumbai
Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 117

INDEPENDENT AUDITOR’S REPORT
To Auditor’s Responsibility
The Members of
Camlin Fine Sciences Limited 3. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
Report on the Consolidated Financial Statements
While conducting the audit, we have taken into account
1. We have audited the accompanying consolidated the provisions of the Act, the accounting and auditing
financial statements of Camlin Fine Sciences Limited standards and matters which are required to be included
(hereinafter referred to as “the Holding Company”) in the audit report under the provisions of the Act and
and its subsidiaries (the Holding Company and its the Rules made thereunder.
subsidiaries are hereinafter referred to as “the Group”)
4. We conducted our audit in accordance with the
and associates,comprising the consolidated balance
Standards on Auditing specified under Section 143(10)
sheet as at March 31, 2017, the consolidated statement
of the Act. Those Standards require that we comply
of profit and loss and the consolidated cash flow
with ethical requirements and plan and perform the
statement for the year then ended, and a summary of the
audit to obtain reasonable assurance about whether the
significant accounting policies and other explanatory
consolidated financial statements are free from material
information.
misstatement.
Management’s Responsibility for the Financial Statements
5. An audit involves performing procedures to obtain audit
2. The Holding Company’s Board of Directors is evidence about the amounts and the disclosures in
responsible for the preparation of these consolidated the consolidated financial statements. The procedures
financial statements in terms of the requirements of the selected depend on the auditor’s judgment, including
Companies Act, 2013 (hereinafter referred to as “the the assessment of the risks of material misstatement
Act”) that give a true and fair view of the consolidated of the consolidated financial statements, whether due
financial position, consolidated financial performance to fraud or error. In making those risk assessments, the
and consolidated cash flows of the Group including auditor considers internal financial control relevant to
its associates in accordance with the accounting the Holding Company’s preparation of the consolidated
principles generally accepted in India, including the financial statements that give a true and fair view in
Accounting Standards specified under Section 133 of order to design audit procedures that are appropriate in
the Act,read with Rule 7 of the Companies (Accounts) the circumstances. An audit also includes evaluating the
Rules, 2014. The respective Board of Directors of the appropriateness of the accounting policies used and
companies included in the Group and its associates are the reasonableness of the accounting estimates made
responsible for maintenance of adequate accounting by the Holding Company’s Board of Directors, as well as
records in accordance with the provisions of the evaluating the overall presentation of the consolidated
Act for safeguarding the assets of the Group and for financial statements.
preventing and detecting frauds and other irregularities;
6. We believe that the audit evidence obtained by us and
the selection and application of appropriate accounting
the audit evidence obtained by the other auditors in
policies; making judgements and estimates that are
terms of their reports referred to in the Other Matters
reasonable and prudent; and the design, implementation
paragraph below, is sufficient and appropriate to
and maintenance of adequate internal financial controls,
provide a basis for our audit opinion on the consolidated
that were operating effectively for ensuring the
financial statements.
accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the Opinion
financial statements that give a true and fair view and
are free from material misstatement, whether due to 7. In our opinion and to the best of our information and
fraud or error, which have been used for the purpose of according to the explanations given to us, the aforesaid
preparation of the consolidated financial statements by consolidated financial statements give the information
the Directors of the Holding Company, as aforesaid. required by the Act in the manner so required and
give a true and fair view in conformity with the

CAMLIN FINE SCIENCES LIMITED | 118

 accounting principles generally accepted in India, of respective countries. The Company’s management
the consolidated state of affairs of the Group and its has converted the financial statements of such
associates as at March 31, 2017, and their consolidated subsidiaries located outside India from accounting
loss and their consolidated cash flows for the year principles generally accepted in their respective
ended on that date. countries to accounting principles generally
accepted in India. We have audited these
Other Matters conversion adjustments made by the Company’s
management. Our opinion, in so far as it relates
8. a) We did not audit the financial statements of
to the balances and affairs of such subsidiaries
11 subsidiaries whose financial statements (before
located outside India is based on the report of
consolidation adjustments) reflect total assets of
other auditors and the conversion adjustments
` 32,987.18 lakhs as at 31st March, 2017, total
prepared by the management of the Company and
revenues of ` 35,990.94 lakhs and net cash flows
audited by us.
amounting to ` 2,495.79 lakhs for the year then
ended. The consolidated financial statements also (d) Our opinion on the consolidated financial
include the Group’s share of net profit of ` 1.71 lakhs statements, and our report on Other Legal and
for the year ended 31st March, 2017, as considered Regulatory Requirements below, is not modified
in the consolidated financial statements, in respect in respect of the above matters with respect to
of 2 associates, whose financial statements has not our reliance on the work done and the reports of
been audited by us. These financial statements have the other auditors and the financial statements
been audited by other auditors whose reports have certified by the Management.
been furnished to us by the Management and our
opinion on the consolidated financial statements, in Report on Other Legal and Regulatory Requirements
so far as it relates to the amounts and disclosures
included in respect of these subsidiaries and 9. As required by Section 143(3) of the Act, we report that:
associates, and our report in terms of sub-sections
a. we have sought and obtained all the information and
(3) and (11) of Section 143 of the Act, insofar as it
explanations which to the best of our knowledge
relates to the aforesaid subsidiaries and associates,
and belief were necessary for the purpose of our
is based solely on the reports of the other auditors.
audit of the consolidated financial statements;
(b) We did not audit the financial statement of
b. in our opinion, proper books of account as required
2 subsidiaries whose financial statement (before
by law relating to preparation of the aforesaid
consolidation adjustments) reflect total assets of
consolidated financial statements have been kept
` 44.74 lakhs as at 31st March, 2017, and which has
so far as it appears from our examination of those
earned no revenue and net cash flows amounting
books and the reports of the other auditors;
to ` 22.55 lakhs for the year then ended. These
financial statement are unaudited and have been c. the consolidated balance sheet, the consolidated
furnished to us by the Management and our opinion statement of profit and loss and the consolidated
on the consolidated financial statements, in so far as cash flow statement dealt with by this Report are in
it relates to the amounts and disclosures included agreement with the books of account maintained
in respect of these subsidiaries and our report in for the purpose of preparation of the consolidated
terms of sub-sections (3) and (11) of Section 143 financial statements;
of the Act, insofar as it relates to the aforesaid
subsidiaries and associates, is based solely on such d. In our opinion, the aforesaid consolidated financial
unaudited financial statement. statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
(c) The subsidiaries referred to in paras (a) and (b) Rule 7 of the Companies (Accounts) Rules, 2014
above which are located outside India whose (as amended);
consolidated financial statements and consolidated
interim financial statements and other financial e. On the basis of written representations received
information have been prepared in accordance from the directors of the Holding Company as
with International Financial Reporting Standards on March 31, 2017taken on record by the Board
and/or the accounting principles applicable in their of Directors of the Holding Company and the
reports of the statutory auditors of its subsidiary

CAMLIN FINE SCIENCES LIMITED | 119

 companies and associate companies incorporated ANNEXURE A TO OUR REPORT OF EVEN DATE ON
in India, none of the directors of the aforesaid THECONSOLIDATED FINANCIAL STATEMENTS OF CAMLIN
companies is disqualified as on March 31, 2017 from FINE SCIENCES LIMITED
being appointed as a director in terms of section
164(2) of the Act. Report on the Internal Financial Controls under Clause (i)
of Sub-section 3 of Section 143 of the Companies Act, 2013
f. With respect to the adequacy of the internal (“the Act”)
financial controls over financial reporting of the
Company and the operating effectiveness of In conjunction with our audit of the consolidated financial
such controls, refer to our separate Report in statements of the Camlin Fine Sciences Limited as of March
Annexure A. 31, 2017 and for the year then ended. We have audited the
internal financial controls over financial reporting of Camlin
g. With respect to the other matters included in the Fine Sciences Limited (hereinafter referred to as “the Holding
Auditor’s Report in accordance with Rule 11 of the Company”) and its two associate company incorporated in
Companies (Audit and Auditors) Rules, 2014 (as India, as of that date.
amended), in our opinion and to our best of our
information and according to the explanations Management’s Responsibility for Internal Financial
given to us: Controls

i. The Group and its associates have disclosed The respective Board of Directors of the of the Holding
the impact of pending litigations on its company are responsible for establishing and maintaining
financial position in its financial statements - internal financial controls based on the internal control over
Refer Note 35, to the consolidated financial financial reporting criteria established by the Company
statements. considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial
ii. The Group and its associates did not have Controls Over Financial Reporting issued by the Institute of
any long term contracts including derivative Chartered Accountants of India (“ICAI”). These responsibilities
contracts. include the design, implementation and maintenance of
adequate internal financial controls that operate effectively
iii. There has been no delay in transferring for ensuring the orderly and efficient conduct of its business,
amounts, required to be transferred, to the including adherence to the respective company’s policies,
Investor Education and protection Fund by the the safeguarding of its assets, the prevention and detection
Holding Company and its Indian associates. of frauds and efforts, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
iv. The Company has provided requisite
financial information, as required under the Companies Act,
disclosures in Note 39 to the consolidated
2013 (“the Act”).
financial statements as to holdings as well as
dealings in Specified Bank Notes during the Auditors’ Responsibility
period from November 8, 2016 to December
30, 2016. Based on our audit procedures and Our responsibility is to express an opinion on internal
relying on the management representation, we financial controls over financial reporting based on our
report that the disclosures are in accordance audit for the Group Companies. We conducted our audit
with books of account maintained by the in accordance with the Guidance Note on Audit of Internal
Group and its associates and as produced by Financial Controls Over Financial Reporting (the “Guidance
to us by the management. Note”) and the Standards on Auditing, issued by the Institute
of Chartered Accountants of India (“ICAI”) and deemed
For B. K. Khare and Co.
to be prescribed under section 143(10) of the Companies
Chartered Accountants
Act, 2013, to the extent applicable to an audit of internal
Firm’s Registration No. : 105102W
financial controls, both applicable to an audit of internal
Himanshu Chapsey financial controls and, both issued by ICAI. Those Standards
Partner and the Guidance Note require that we comply with ethical
Membership No. : 105731 requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal
Mumbai, May 19, 2017
financial controls over financial reporting was established

CAMLIN FINE SCIENCES LIMITED | 120

and maintained and if such controls operated effectively in Inherent Limitations of Internal Financial Controls over
all material respects. Financial Reporting

Our audit involves performing procedures to obtain audit Because of the inherent limitations of internal financial
evidence about the adequacy of the internal financial controls over financial reporting, including the possibility
controls system over financial reporting and their operating of collusion or improper management override of controls,
effectiveness. Our audit of internal financial controls over material misstatements due to error or fraud may occur and
financial reporting included obtaining an understanding of not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting, assessing internal financial controls over financial reporting to future
the risk that a material weakness exists, and testing and periods are subject to the risk that the internal financial
evaluating the design and operating effectiveness of control over financial reporting may become inadequate
internal control based on the assessed risk. The procedures because of changes in conditions, or that the degree of
selected depend on the auditor’s judgement, including the compliance with the policies or procedures may deteriorate.
assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. Opinion

We believe that the audit evidence we have obtained is In our opinion, the Holding Company, its subsidiary and its
sufficient and appropriate to provide a basis for our audit associate companies incorporated in India have, in all material
opinion on the internal financial controls system over financial respects, an adequate internal financial controls system over
reporting of the Group Companies in India. financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31,
Meaning of Internal Financial Controls over Financial 2017, based on the internal control over financial reporting
Reporting criteria established by the aforesaid companies considering
the essential components of internal control stated in the
A company’s internal financial control over financial reporting Guidance Note on Audit of Internal Financial Controls Over
is a process designed to provide reasonable assurance Financial Reporting issued by ICAI.
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in Other Matters
accordance with generally accepted accounting principles. A
company’s internal financial control over financial reporting Our aforesaid report under Section 143(3)(i) of the Act
includes those policies and procedures that on the adequacy and operating effectiveness of the
internal financial controls over financial reporting insofar
(1) pertain to the maintenance of records that, in reasonable as it relates to a subsidiary and two associate companies,
detail, accurately and fairly reflect the transactions and which are companies incorporated in India, is based on
dispositions of the assets of the company; the corresponding report of the auditor of such company
incorporated in India.
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with generally For B. K. Khare and Co.
accepted accounting principles, and that receipts and Chartered Accountants
expenditures of the company are being made only in Firm’s Registration No. : 105102W
accordance with authorisations of management and
directors of the company; and
Himanshu Chapsey
(3) provide reasonable assurance regarding prevention or
Partner
timely detection of unauthorised acquisition, use, or
Membership No. : 105731
disposition of the company’s assets that could have a
material effect on the financial statements. Mumbai, May 19, 2017

CAMLIN FINE SCIENCES LIMITED | 121

CONSOLIDATED BALANCE SHEET
as at 31 March, 2017
(Unless otherwise stated all amounts are in Indian Rupees Lakhs)
Note 2017 2016
EQUITY AND LIABILITIES
Shareholders' Funds
Share capital 2 1,037.10 966.66
Reserves & surplus 3 20,085.05 16,654.90
21,122.15 17,621.56

Minority Interest 1,761.48 -

Non-current liabilities
Long term borrowings 4 5,131.61 2,144.80
Deferred tax liabilities (net) 5 394.97 324.51
Long-term provision 6 214.43 185.26
5,741.01 2,654.57
Current liabilities
Short-term borrowings 7 23,298.07 14,570.49
Trade payables
(A) Total outstanding dues of micro enterprises and small enterprises 40 49.70 -
(B) Total outstanding dues of creditors other than micro enterprises and 7,848.67 9,531.43
small enterprises
Other current liabilities 8 2,480.46 2,739.52
Short-term provisions 9 576.25 1,152.90
34,253.15 27,994.34
TOTAL 62,877.79 48,270.47
ASSETS
Non-current assets
Fixed Assets
Tangible assets 10 15,369.73 12,788.89
Intangible assets 10 926.95 1,238.49
Capital work-in-progress 738.24 2,506.46
17,034.92 16,533.84
Goodwill (on consolidation) 41 3,791.71 -
Non-current investments 11 101.19 109.42
Deferred tax Assets (net) 12 1,945.62 1,485.23
Long- term loans and advances 13 774.63 169.61
Current assets
Current investments 14 1,115.25 -
Inventories 15 19,779.55 17,331.54
Trade receivables 16 11,287.12 7,548.06
Cash and bank balances 17 3,123.59 1,889.64
Short-term loans and advances 18 421.32 219.88
Other current assets 19 3,502.89 2,983.25
39,229.72 29,972.37
TOTAL 62,877.79 48,270.47
Significant accounting policies 1
The accompanying notes are an integral part of these financial statements.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 122

CONSOLIDATED STATEMENT OF PROFIT AND LOSS
for the year ended 31 March 2017

(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

Note 2017 2016
INCOME
Revenue from operations (Gross) 54,686.90 50,422.83
Less: Excise Duty (1,293.85) (1,488.61)
Revenue from operations (Net) 20 53,393.05 48,934.22
Other Income 21 1,480.27 426.89
Total Revenue 54,873.32 49,361.11
EXPENDITURE
Cost of materials consumed 22 29,283.59 24,275.40
Purchase of stock in trade 23 141.80 750.76
Changes in inventories of finished goods/WIP/stock in trade 24 (3,374.99) (4,716.09)
Employee benefits expense 25 5,842.29 4,005.21
Finance costs 26 3,037.62 2,444.25
Depreciation and amortisation expense 10 2,180.29 1,705.52
Research and development expenses 27 255.59 210.08
Other expenses 28 17,935.62 15,229.41
55,301.81 43,904.54
Profit / (Loss) before exceptional items and tax (428.49) 5,456.57
Exceptional item 29 - (454.73)
Profit / (Loss) before tax (428.49) 5,001.84
Less : Tax expense
- Current Tax 754.72 987.95
- Prior period Tax Adjustment 36.20 24.71
- MAT credit utilised/(entitlement) (14.04) 144.49
- Deferred tax charge/(credit) (451.64) 262.69
Profit /(Loss) for the year (753.73) 3,582.00
Add: Share of profit of associate for the year 1.71 0.37
Less: Minority interest (673.51) -
Profit / (Loss) for the year (1,425.53) 3,582.37
Earnings / (Loss) per equity share of face value of ` 1/- each 30
Basic (in `) (1.40) 3.73
Diluted (in `) (1.40) 3.71
Significant accounting policies 1
The accompanying notes are an integral part of these financial statements.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 123

CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 March 2017

(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

2017 2016
A. CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before exceptional items and taxation (428.49) 5,456.57
Adjustments for:
Recovery of Bad Debts (867.80) -
Depreciation / Amortisation on Fixed Assets 2,180.29 1,705.52
Deferred employee compensation expenses amortised - (8.52)
Foreign Exchange loss/(gain) (Unrealised) 452.83 169.30
(Profit)/Loss on Sale of Fixed Assets 2.92 30.11
Provision for Doubtful Advances written back (160.00) -
Provision for Doubtful Debts (Net) 193.31 94.75
Provision for leave encashment (23.42) 127.28
Finance costs 3,037.62 2,444.25
Interest Received/Dividend Received (148.61) (128.12)
Operating Profit before Working Capital changes 4,238.65 9,891.14
Adjustments for:
(Increase) / Decrease in inventories (2,448.01) (3,693.47)
(Increase) / Decrease in trade receivables (4,282.27) 3,673.30
(Increase) / Decrease in long term loans and advances (395.94) 34.49
(Increase) / Decrease in other receivables (267.42) (343.54)
Increase / (Decrease) in trade payable (1,603.49) (1,267.56)
Increase / (Decrease) in other payable (32.94) 82.73
Cash generated from / (used in) operating activities (4,791.42) 8,377.09
Direct taxes paid (1,070.12) (1,219.85)
Net cash generated from / (used in) operating activities (5,861.54) 7,157.24
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of fixed assets (2,987.98) (6,708.12)
Sale of fixed assets 11.75 2.13
(Purchase)/Sale of non current investments 8.23 -
(Purchase)/Sale of current investments (1,115.25) -
Receipt/(Payment) of loans and advances (41.44) 10.73
Interest received 148.57 128.12
Acquisition of subsidiaries (net) (3,898.01) -
Dividend received 0.04 -
Net cash generated from / (used in) investing activities (7,874.09) (6,567.14)

CAMLIN FINE SCIENCES LIMITED | 124

CONSOLIDATED CASH FLOW STATEMENT (Contd.)
for the year ended 31 March 2017

(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

2017 2016
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowings (Net of repayments) 8,727.58 2,475.12
Receipt of term loan 4,164.96 521.00
Repayment of term loan (1,532.47) (955.00)
Proceeds from issue of share capital 5,759.74 270.77
Maturity of/(Investment in) Margin Fixed Deposit 32.23 (54.38)
Interest Paid (2,949.33) (2,423.37)
Dividend Paid (464.39) (432.69)
Tax on Dividend (94.54) (88.10)
Net cash generated from / (used in) financing activities 13,643.78 (686.65)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (91.85) (96.55)
Opening Cash and Cash Equivalents 802.90 899.45
Cash received on acquisition of subsidiary 1,354.27 -
Closing Cash and Cash Equivalents 2,065.32 802.90
Notes:
(i) The Cash Flow Statement has been prepared under the "indirect Method" as
set out in Accounting Standard 3 Cash Flow Statements.
(ii) Previous year's figures have been regrouped to conform with those of the
current year.
Significant Accounting Policies 1
The accompanying notes are an integral part of these financial statements.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 125

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
(Unless otherwise stated all amounts are in Indian Rupees Lakhs)

1. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation

The financial statements of the Company have been prepared in accordance with the historical cost convention
on an accrual basis of accounting in accordance with generally acceptable accounting principles in India. These
financial statements have been prepared to comply in all material respects with the Accounting Standards specified
under section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014
(as amended) and other relevant provisions of the Act.(“ Indian GAAP”).

b. Principles of consolidation

The consolidated financial statements comprise the financial statements of Camlin Fine Sciences Limited (‘the
Company’) and its subsidiaries (the Company and its subsidiaries are hereinafter collectively referred to as the
‘Group’) and its investment in associate as at 31 March 2017. The Consolidated Financial Statements have been
prepared in accordance with Accounting Standard (AS) 21 “Consolidated Financial Statements” and Accounting
Standard (AS) 23 “Accounting for Investments in Associates in Consolidated Financial Statements” issued by the
Institute of Chartered Accountants of India.

i. The financial statements of the Company and its subsidiaries have been consolidated on a line-by-line basis
by adding the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group
balances and the unrealised profits / losses on intra-group transactions, and are presented to the extent
possible, in the same manner as the Company’s separate financial statements. The consolidated cash flow
statement has been prepared using uniform policies for the transactions. The financial statements of all entities
used for consolidation are drawn up to the same reporting date as that of the Company i.e. 31 March 2017.

The excess of the Company’s investment in a subsidiary over the subsidiary’s net assets is recognized in the
consolidated financial statements as “Goodwill (on consolidation)”. The excess of the subsidiary’s net assets
over the Company’s investment in a subsidiary is recognized in the financial statement as “Capital reserve (on
consolidation)”.

ii. Investments in associate companies are accounted under the equity method as per the AS 23.

Under the equity method, the investment in associates is carried in the balance sheet at cost plus post
acquisition changes in the Group’s share of net assets of the associate. The statement of profit and loss
includes the Group’s share of the results of operations of the associates.

The excess of the Group’s cost of investment over its share of net assets in the associate on the date of acquisition
of investment is recognized in the consolidated financial statements as “Goodwill (on consolidation)”. The
excess of the Group’s share of net assets in the associate over the cost of its investment is recognized in the
financial statement as “Capital reserve (on consolidation)”. Goodwill / Capital Reserve is included/adjusted in
the carrying amount of the investment.

CAMLIN FINE SCIENCES LIMITED | 126

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
iii. The following entities have been considered in preparation of the consolidated financial statements:

Name of the Entities Country of % of ownership interest

Incorporation either directly or through
subsidiaries
(a) Subsidiaries As on March As on March
31, 2017 31, 2016
Direct Subsidiaries

CFCL Mauritius Pvt. Ltd. Mauritius 100% 100%

CFS DO BRASIL INDÚSTRIA,COMÉRCIO,IMPORTAÇÃO Brazil 100% 100%

E EXPORTAÇÃO DE ADITIVOS ALIMENTÍCIOS LTDA.
Solentus North America Inc. Canada 100% 100%

CFS North America LLC USA 100% 100%

CFS Antioxidantes De Mexico S.A.de C.V. Mexico 100% 100%

(Since 22 January 2016)
CFS International Trading (Shanghai) Limited China 100% N.A.
(Since April 15, 2016)
Chemolutions Chemicals Limited India 94.08% N.A.
(Since March 22, 2017)
Indirect Subsidiaries

CFS Europe S.p.A. Italy 100% held 100% held

by CFCL by CFCL
Mauritius Pvt. Mauritius Pvt.
Ltd. Ltd.
Dresen Quimica, S.A.P.I. de C.V. (Since May 04, 2016) Mexico 65% held N.A.
by CFS
Antioxidantes
De Mexico
S.A.de C.V.
Industrias Petrotec de Mexico, S.A. de C.V. (Since May Mexico 100% held N.A.
04, 2016) by Dresen
Quimica,
S.A.P.I. de C.V.
Britec, S.A. (Since May 04, 2016) Guatemala 100% held N.A.
by Dresen
Quimica,
S.A.P.I. de C.V.
Inovel, S.A.S. (Since May 04, 2016) Colombia 100% held N.A.
by Dresen
Quimica,
S.A.P.I. de C.V.

CAMLIN FINE SCIENCES LIMITED | 127

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

Name of the Entities Country of % of ownership interest

Incorporation either directly or through
subsidiaries
Nuvel, S.A.C. (Since May 04, 2016) Peru 100% held N.A.
by Dresen
Quimica,
S.A.P.I. de C.V.
Grinel, S.R.L. (Since May 04, 2016) Republic of 100% held N.A.
Dominicana by Dresen
Quimica,
S.A.P.I. de C.V.
(b) Associate

Fine Lifestyle Brands Limited (FLBL) India 49.04% 49.04%

Fine Lifestyle Solutions Limited (FLSL) India 75% held by 75% held by
FLBL FLBL

The Company accounts for minority Interest in the net assets of the consolidated subsidiaries at the aggregate
of

1. Amount of equity attributable at the date on which investment in subsidiaries is made, and

2. The minorities share of movements in the equity since the date the parent- subsidiary relationship comes
into existence.

The minorities share of net profit / (loss) for the year of consolidated subsidiaries is identified and adjusted
against the profit / (loss) after tax of the Group in order to arrive at the net profit / (loss) attributable to the
shareholders of the Company.

iv. The difference between the proceeds from disposal of investment in a subsidiary and the carrying amount
of its assets less liabilities as of date of disposal is recognised in the consolidated statement of profit and
loss as profit or loss on disposal of investment in subsidiary. Similarly deemed divesture gain or loss on de-
subsidiarisation of subsidiaries is also recognized in the statement of profit and loss.

c. Use of Estimates

The preparation of consolidated financial statements in accordance with Indian GAAP requires the management to
make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and
disclosure of contingent liabilities on the date of consolidated financial statements. The estimates and assumptions
used in the accompanying consolidated financial statements are based upon management’s evaluation of the
relevant facts and circumstances as of the date of consolidated financial statements, which in management’s
opinion are prudent and reasonable. Actual results may differ from these estimates. Any revision to accounting is
recognized prospectively in current and future periods.

d. Presentation and Disclosure of Financial Statements

The consolidated financial statements are prepared and presented in the form set out in Schedule III of the Act,
so far as they are applicable thereto. All assets and liabilities have been classified as current/noncurrent as per the
Group’s normal operating cycle and other criteria set out in the Schedule III of the Companies Act, 2013. Based on
the nature of services and their realisation in cash and cash equivalents, the Group has ascertained its operating
cycle as twelve months for the purpose of current/ non-current classification of assets and liabilities.

CAMLIN FINE SCIENCES LIMITED | 128

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with
those of the previous year.

e. Summary of significant accounting policies

i. Fixed Assets

Tangible fixed assets

Fixed assets are recorded at cost of acquisition or construction and they are stated at historical cost (net of
CENVAT and VAT). All direct expenses attributable to acquisition of fixed assets are capitalised. Cost includes
all incidental expenses related to acquisition and installation. Borrowing costs relating to acquisition of fixed
assets, which take a substantial period of time to get ready for their intended use are also included to the
extent they relate to the period till such assets are ready to be put to use. When an asset is scrapped or
otherwise disposed of, the cost and related depreciation are removed from the books of account and resultant
profit or loss, if any is reflected in the consolidated Statement of Profit and Loss.

Intangible assets

a. Intangible assets are initially measured at cost and amortised on a straight line basis so as to reflect the
pattern in which the asset’s economic benefits are consumed.

Enterprise Resource Planning (ERP) software cost

Capitalised software costs of ERP system includes design software cost, which provides significant future
economic benefits over an extended period. The cost comprises licence fee, cost of system integration
and initial customisation. The costs are capitalised in the year in which the relevant system is ready for
the intended use. The upgradation/enhancements are also capitalised and assimilated with the initial
capitalisation cost.

b. Research and development cost.

Research costs are expensed as incurred. Development expenditure incurred on an individual project is
recognised as an intangible asset when all of the following criteria are met:

i. It is technically feasible to complete the intangible asset so that it will be available for use or sale.

ii. There is an intention to complete the asset.

iii. There is a ability to use or sale the asset.

iv. The asset will generate future economic benefits.

v. Adequate resources are available to complete the development and to use or sale the asset.

vi. The expenditure attributable to the intangible asset during development can be measured reliably.

Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring
the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses.

Amortisation of the asset begins when development is complete and the asset is available for use and it is
amortised on straight line basis over the estimated useful life. During the period of development the asset is
tested for impairment annually.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
ii. Impairment of assets

The carrying amount of cash generating units/assets is reviewed at Balance Sheet date to determine whether
there is any indication of impairment. If any such indication exists, the recoverable amount is estimated at the
higher of net selling price and value in use. Impairment loss is recognised wherever carrying amount exceeds
the recoverable amount.

iii. Depreciation

Depreciation is provided as per straight-line method over the estimated useful lives of the assets prescribed
under schedule II to the Companies Act 2013. Leasehold land is depreciated over its period of lease.

Capitalised ERP hardware/software, technical knowhow and development expenditure of projects/products

incurred is amortised over the estimated period of benefits, not exceeding five years.

iv. Investments

Long-term investments are stated at cost. Provision, if any, is made for diminution other than temporary in the
value of investments.

Current investments are stated at cost or fair value whichever is lower.

v. Inventories

Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to
their present location and condition.

Raw materials and packing materials are valued at cost or net realizable value whichever is lower. Cost is
determined on the basis of weighted average method. Finished goods produced and purchased for sale and
work-in-progress are carried at cost or net realisable value whichever is lower. Excise duty is included in the
value of finished goods inventory.

Stores and spares are carried at cost.

vi. Foreign currency transactions

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction.
Foreign currency monetary assets and liabilities are translated at year-end exchange rates. Exchange difference
arising on settlement of transactions and translation of monetary items are recognised as income or expense
in the year in which they arise.

In respect of forward exchange contracts the difference between the forward rate and the exchange rate at the
inception of the contract is recognised as income or expense over the period of the contract.

The Company classifies all its foreign operations as either “integral foreign operations” or “non-integral foreign
operations.” The financial statements of an integral foreign operation are translated as if the transactions of the
foreign operation have been those of the Company itself.

The assets and liabilities of a non-integral foreign operation are translated into the reporting currency at the
exchange rate prevailing at the reporting date and their statement of profit and loss are translated at exchange
rates prevailing at the dates of transaction or weighted average weekly rates, where such rates approximate
the exchange rate at the date of transaction. The exchange differences arising on translation are accumulated
in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated
foreign currency translation reserve relating to that foreign operation is recognized in the consolidated
statement of profit and loss.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
When there is a change in the classification of a foreign operation, the translation procedures applicable to the
revised classification are applied from the date of the change in the classification.

vii. Research and Development

Revenue expenditure on Research and Development (R&D) is included under the natural heads of expenditure.

Capital expenditure on R&D is capitalised as fixed assets. Development cost including legal expenses and/or
in relation to patent/trade marks relating to the new and improved product and/or process development is
recognised as an intangible asset to the extent that it is expected that such asset will generate future economic
benefits.

viii. Employee stock options

Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI
(Share Based Employee Benefits) Regulations, 2014 and the Guidance Note on Accounting for Employee
Share-based Payments, issued by ICAI. The Company measures compensation cost relating to employee stock
options using the intrinsic value method. Compensation expense is amortised over the vesting period of the
option on a straight line basis.

ix. Employee benefits

Short term employee benefits

All short-term employee benefits such as salaries, wages, bonus, special awards and medical benefits which
fall due within 12 months of the period in which the employee renders the related services which entitles him
to avail such benefits are recognised on an undiscounted basis and charged to the consolidated statement of
profit and loss.

Defined contribution plan

The Company has a statutory scheme of Provident Fund a defined contribution scheme and contribution of the
Company is charged to the consolidated Statement of Profit and Loss as incurred. The Company has a scheme
of superannuation with the LIC of India and contribution of the Company is charged to the consolidated
statement of profit and loss as incurred.

Defined Benefit Plan

The Company’s liability towards gratuity to its employees is provided on the basis of an actuarial valuation
using the projected unit credit method. Actuarial gains and losses are recognised in full in the consolidated
statement of profit and loss in the year in which they occur.

Compensated Absences

The accumulated balance of leave encashment (unfunded) is provided on actuarial basis using projected unit
credit method.

x. Revenue

Revenue from the sale of products is recognised when the title and the significant risks and rewards of
ownership have been transferred to the buyer. No revenue is recognised if there are significant uncertainties
regarding collectability of the amount due, associated costs or the possible return of goods.

Revenue in respect of overdue interest, insurance claim, export benefits, etc is recognised to the extent the
Group is reasonably certain of its ultimate realisation.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
xi. Expenses

Expenses are accounted for on accrual basis.

xii. Provisions, Contingent Liabilities and Contingent Assets.

Provisions are recognised when a present legal or constructive obligation exists and the payment is probable
and can be reliably estimated.

A Contingent liability is a possible obligation that arises from past events or a present obligation that is not
recognised because it is not probable that an outflow of resources will be required to settle the obligation.
Contingent liabilities are disclosed by way of notes to the consolidated financial statements, after evaluation
by the management of the facts and legal aspects of each matter involved.

Contingent Assets are neither recognised nor disclosed in consolidated financial statements.

xiii. Income Tax

Tax expense comprises current and deferred tax.

Current tax is measured on the basis of taxable income and tax credits computed for each of the entities in
the Group in accordance with the applicable tax rates and provisions of applicable tax laws of the respective
jurisdictions where the entities are located.

MAT credit is recognised as an asset only when, and to the extent, there is convincing evidence that the Group
will pay normal income tax during the specified period and is created by way of credit to the consolidated
statement of profit and loss and shown as MAT Credit Entitlement. The Group reviews the same at each
Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent that there
is no longer convincing evidence to the effect that the Group will pay normal income tax during the specified
period.

Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets, on
timing differences, being the differences between taxable income and accounting income that originate in one
period and are capable of being reversed in one or more subsequent periods. Deferred tax is measured using
the tax rates and the tax laws enacted or substantially enacted, at the reporting date.

xiv. Earnings per share

Basic earnings per equity share is computed by dividing net profit by the weighted average number of equity
shares outstanding for the period. Diluted earnings per equity share is computed by dividing net income by the
weighted average number of equity shares outstanding adjusted for the effects of all dilutive potential equity
shares.

xv. Borrowing costs

Borrowing cost include exchange differences arising from foreign exchange borrowings to the extent they are
regarded as an adjustment to the interest cost.

Borrowing costs, that are attributable to the acquisition, construction or production of a qualifying asset, are
capitalised as part of the cost of such asset till such time as the asset is ready for its intended use. A qualifying
asset is an asset that necessarily requires a substantial period of time to get ready for its intended use. All other
borrowing costs are recognised as an expense in the period in which they are incurred.

xvi. Cash and cash equivalents

CAMLIN FINE SCIENCES LIMITED | 132

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
Cash and cash equivalents for the purposes of consolidated cash flow statement comprise of cash at bank and
in hand and short term investments with an original maturity of three months or less.

xvii. Leases

Finance Leases, where substantially all the risks and benefits incidental to ownership of the leased item,
are transferred to the Group, are accounted for as finance leases. Assets acquired under finance leases are
capitalised at lower of fair value and present value of the minimum lease payments at the inception of the
lease term and disclosed as leased assets. Lease payments are apportioned between finance charges and
reduction of the lease liability based on the implicit rate of return. Finance charges are charged to income.
Lease management fees, legal charges and other initial direct costs are capitalised.

If there is no reasonable certainty that the Group will obtain the ownership by the end of the lease item,
capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease
term.

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased
term, are classified as operating leases. Operating lease payments are recognized as an expense in the
consolidated statement of profit and loss on a straight-line basis over the lease term.

2017 2016
2 Share capital
Authorised Share Capital
15,00,00,000 equity shares of ` 1/- each (Previous Year 15,00,00,000 equity shares 1,500.00 1,500.00
of ` 1/- each)
Issued, subscribed and fully paid up share capital
10,37,09,570 Equity Shares of ` 1/- each (Previous Year 9,66,65,830 equity shares 1,037.10 966.66
of ` 1/-each)
1,037.10 966.66

a. Terms/rights attached to equity shares

The Company has only one class of shares having par value of ` 1/-. Each holder of equity shares is entitled to one
vote per share.

The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares are eligible to receive the remaining assets
of the Company after distribution of all preferential amounts, in proportion to their share holding. However, no such
preferential amounts exist currently.

CAMLIN FINE SCIENCES LIMITED | 133

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
b. Reconciliation of the number of shares

2017 2016
No. of Shares Amount No. of Shares Amount
Balance, beginning of the year 96,665,830 966.66 95,888,130 958.88
Add:

Issued pursuant to Qualified Institutions 6,519,500 65.20 - -

Placement (QIP) (See note below)
Stock options exercised (Refer note 25(i)) 524,240 5.24 777,700 7.78
Balance, end of the year 103,709,570 1,037.10 96,665,830 966.66

c. Utilisation of proceeds of Qualified Institutions Placement (QIP)

On July 5, 2016, Company has allotted 6,519,500 equity shares of ` 1 each at a premium of ` 84.40 per share
amounting to share proceeds of ` 5,567.65 lakh pursuant to a Qualified Institutions Placement (QIP) under Securities
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

The Company has utilized the proceeds as per the object of the issue as follows:

Particulars 2017 2016

Share issue expense (adjusted against the Securities Premium Account in terms
of Section 52 of the Companies Act, 2013.) 159.16 -
Capital expenditure including capital advances 139.06 -
Investments in subsidiaries 1,451.45 -
Loans to subsidiaries (including advances of ` 702.40 lakh) 1,969.13 -
Foreign consultant fees 314.22 -
Initial Contribution towards acquisition of Ningbo Wanglong Flavors and 419.38 -
Fragrances Company Limited
Amount kept with mutual funds 1,115.25 -
Total funds raised from QIP 5,567.65 -

d. Details of Shareholders holding more than 5% shares in the Company

2017 2016
Name of Shareholder Number % Number %
Ashish S. Dandekar 13,636,550 13.15 13,631,000 14.10
India Capital Fund Ltd. 6,587,107 6.35 3,442,027 3.56
Abha A. Dandekar 5,573,937 5.37 5,573,937 5.77
Vivek A. Dandekar 5,573,937 5.37 5,573,937 5.77
Camart Agencies Ltd. 5,319,360 5.13 5,319,360 5.50
36,690,891 35.37 33,540,261 34.70

CAMLIN FINE SCIENCES LIMITED | 134

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
3 Reserves and surplus
Capital Reserve
Balance, beginning of the year 134.52 134.52
Add: Transferred from surplus - -
Balance, end of the year 134.52 134.52
Capital Reserve (on consolidation)
Balance, beginning and end of the year 1,080.63 1080.63
Foreign Currency Translation Reserve
Balance, beginning of the year 113.45 (702.37)
Less: on currency translation during the year (net) (798.86) 815.82
Balance, end of the year (685.41) 113.45
Securities Premium
Balance, beginning of the year 1,066.10 803.10
Received on exercise of QIP [See Note 2(c) above] 5,502.46 -
Received on exercise of stock options (See Note b below) 346.00 -
Less: Issue Expenses of QIP [See Note 2(c) above] (159.16) 263.00
Balance, end of the year 6,755.40 1,066.10
Employee Stock Options Outstanding [(See Note 25(i)]
a) Employee Stock Option Outstanding-
Balance, beginning of the year - 12.36
Add: Fresh grant of options - -
Less
Amount transferred in respect of options lapsed- to consolidated statement of - -
profit and loss
Transferred to securities premium on account of exercise of option. - (12.36)
Balance, end of the year a - -

b) Deferred employee compensation expense

Balance, beginning of the year - 3.84
Add: Fresh grant of options - -
Less: Employee compensation/option lapsed net-to consolidated statement of - (3.84)
profit and loss
Balance, end of the year b - -
(a-b) - -
General Reserve
Balance, beginning of the year 2,534.88 2,404.88
Transfer from balance in consolidated statement of Profit and Loss - 130.00
Balance, end of the year 2,534.88 2,534.88

CAMLIN FINE SCIENCES LIMITED | 135

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
Balance in Consolidated Statement of Profit and Loss
Balance, beginning of the year 11,725.32 8,798.35
Profit /(Loss) for the year (1,425.53) 3,582.37
10,299.79 12,380.72
Appropriations
Proposed dividend (See note a below) (29.30) (436.36)
Tax on proposed dividend (See note a below) (5.46) (89.04)
Transfer to General Reserve - (130.00)
(34.76) (655.40)
Balance, end of the year 10,265.03 11,725.32
20,085.05 16,654.90

a) Dividend paid includes ` 29.30 lakh pertaining to payment of dividend with respect to financial year 2015-16 for
equity shares allotted pursuant to QIP issue on July 5, 2016. Correspondingly tax on proposed dividend includes
` 5.97 lakh related to aforesaid payment of dividend. Tax on proposed dividend also includes reversal of excess
provision in earlier year of ` 0.51 lakh.

b) During the year, Company has allotted 5,24,240 equity shares of ` 1/- each at a premium of ` 66 per share ((Previous
Year 7,77,700 equity shares of ` 1/- each at a premium of ` 66 per share) under the ESOS Scheme, resulting in an
increase in securities premium by ` 346 lakh (Previous Year ` 263 lakh).

Non current Current

2017 2016 2017 2016
4 Long term borrowings
Secured
Term loan from banks
In foreign currency (See note a below) 4,026.37 292.10 113.65 500.23
In Rupees (See note b below) 1,105.24 1,852.70 850.67 818.41
5,131.61 2,144.80 964.32 1,318.64

a Foreign currency term loans

Foreign currency term loan as at 31 March 2017 at subsidary CFS Europe S.P.A. is repayable in 20 structured
installments commencing from 28 February 2017. The loan is unsecured. The interest rate on this loan is 3M EURIBOR
+ 1.50%.The current interest rate is 1.25% p.a.

Foreign currency term loan as at 31 March 2017 at subsidary CFS Antioxidantes De Mexico S.A.de C.V. (CFS Mexico)
is repayable in 24 quarterly installments commencing after a moratorium of 24 months from the date of first
disbursement, i.e. 26 April 2016. The loans are secured by:

i) Pledge of 100% of equity shares of CFS Mexico held by the Company.

ii) Pledge of 65% of equity shares of Dresen held by CFS Mexico.

CAMLIN FINE SCIENCES LIMITED | 136

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
iii) Corporate Guarantee of the Company.

The interest rate on this loan is 6M LIBOR + 3.75%. The current interest rate is 4.65% p.a.

b Rupee term loans

Rupee term loan from banks comprise term loans from EXIM Bank , State Bank of Patiala and Vehicle loans from
HDFC Bank.

Term loan from EXIM Bank is repayable in 28 & 21 equal quarterly installments commencing after a moratorium
period of one year and two year from the date of first disbursement from 13 May, 2010 and 28 March 2014. The loan
is secured by a first pari passu charge on all the fixed assets of the Company, both present and future. Collateral
Securities: 2nd pari passu Charge on the entire current assets of the Company. In addition to the above the loan
disbursed on 28 March 2014 is also secured by way of 1) Pledge of 100% Shares of CFCL Mauritius Private Limited
held by the Company. (2) Pledge of 100% shares of CFS Europe S.P.A .Italy held by CFCL Mauritius Pvt. Ltd. The
current interest rate on these ranges from 11.00 % to 11.50%.

Term loan from State Bank of Patiala is repayable in 26 equal quarterly installments commencing from 31 December
2013. The loan is secured by first pari passu charge on all the fixed assets of the Company, both present and future.
Collateral Security: 2nd pari passu Charge on the entire Current assets of the Company. The current interest rate is
11.65%.

Term loan from HDFC Bank is repayable in maximum tenure of five to seven years. The loan is secured by
hypothecation of vehicles. The current interest rate ranges from 11.50% to 12.50%.

2017 2016
5 Deferred tax liabilities (net)
The components of the deferred tax liabilities (net) are as follows
Liability
Depreciation 625.20 548.42
Gratuity (Prepaid) 28.11 15.78
Lease Payments - -
653.31 564.20
Asset
Provision for doubtful debts and advances 128.57 157.86
Leave encashment 85.40 72.74
Carried forward business losses 39.00 -
Other disallowances under the Income-Tax Act 5.37 9.09
258.34 239.69
394.97 324.51

6 Long term provision

The long term provision comprises entirely of provision for leave encashment. [See note 25(iii)].

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
7 Short term borrowings
Loans repayable on demand
From Banks
Secured
Working Capital Loans 21,194.83 12,963.03
Other
From Banks
Secured
Foreign Currency Loans ( Buyers Credit) 2,103.24 1,607.46
23,298.07 14,570.49

The facilities are secured by primary charge over Company’s current assets both present and future Collateral: Second
pari passu charge on all movable and immovable fixed assets of the Company both present and future.

The working capital loans at subsidary at Brazil are secured against receivables of the subsidiary.

The working capital loan at subsidiary at Italy are secured by a Standby Letter of Credit issued by an Indian bank which
in turn is secured by corporate guarantee of the Company.

2017 2016
8 Other current liabilities
Current maturities of long-term debt and foreign currency debt 964.32 1,318.64
Interest accrued but not due on borrowings 138.90 50.62
Unpaid dividends (See note a below ) 26.77 22.90
Unclaimed Interest on public deposit 2.68 2.68
Unclaimed public deposit (See note b below ) 5.35 5.35
Provision for taxation 402.80 454.55
Share Application money received for allotment of securities and due for refund 0.38 0.38
Deposits 7.58 7.88
TDS Payable 149.83 120.71
Other statutory dues 42.03 35.04
Commission to Director - 92.40
Commission on Sales 19.22 120.52
Payable on purchase of fixed assets 87.80 -
Other outstanding liabilities 632.80 507.85
2,480.46 2,739.52

a Does not include any amount due and outstanding to be credited to Investor Education and Protection Fund.

b The unclaimed fixed deposits of ` 5.35 lakh outstanding at March 31, 2017 represent deposits taken under the
Companies Act, 1956. The Company has been unable to repay these deposits as certain cheques issued for
repayment of the deposits have not been presented to the bank for payment and certain deposit holders have not
submitted to the Company the original deposit receipts for repayment.

CAMLIN FINE SCIENCES LIMITED | 138

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
9 Short-term provisions
Provisions for
Employee benefits - leave encashment 576.25 628.84
Proposed dividend - 435.00
Tax on proposed dividend - 89.06
576.25 1,152.90

10 FIXED ASSETS

PARTICULARS Gross Block Accumulated Depreciation Net Block

As at Additions Assets Other Disposal/ As at As at Depre- Relating Adjust- Other As at As at
April 1, during acquired Adjust- Adjust- March 31, April 1, ciation to assets ments On Adjust- March 31, March 31,
2016 the year in business ments ** ment 2017 2016 charge for acquired in disposals ments ** 2017 2017
combina- the year business com-
tions binations
Tangible Assets
Freehold Land 207.19 111.14 - - - 318.33 - - - - - - 318.33
Leasehold Land 947.02 - - - - 947.02 23.34 29.21 - - - 52.55 894.47
Lease Hold Improvement 48.48 134.51 - 6.17 - 189.16 37.34 28.44 - - 4.75 70.53 118.63
Factory & Other Building 1,878.84 662.02 - (67.96) - 2,472.90 1,039.81 61.17 - - (47.44) 1,053.54 1,419.36
Site Development 37.55 - - 27.48 - 65.03 9.93 4.29 - - 4.35 18.57 46.46
Plant, Equipment & 27,845.26 3,373.04 351.94 (1,350.67) 2.96 30,216.61 18,451.67 1,326.83 215.86 0.47 (1,016.45) 18,977.44 11,239.17
Machinery
Furniture & Fixtures 434.16 68.96 127.28 0.97 0.06 631.31 294.65 69.35 96.51 0.01 0.53 461.03 170.28
Vehicles 305.23 43.53 115.22 (3.31) 27.15 433.52 114.50 57.01 66.98 15.02 (0.77) 222.70 210.82
ERP Hardware Cost 203.06 19.79 4.73 (0.12) 227.46 141.95 23.17 4.57 - 0.07 169.76 57.70
R&D Assets
R&D Assets 925.18 3.40 - - - 928.58 142.49 90.45 - - - 232.94 695.64
Building 229.03 - - - - 229.03 16.43 13.73 - - - 30.16 198.87
Total 33,061.00 4,416.39 599.17 (1,387.44) 30.17 36,658.95 20,272.11 1,703.65 383.92 15.50 (1,054.96) 21,289.22 15,369.73
Intangible Assets
ERP Software Cost 162.97 31.29 - 0.59 - 194.85 129.07 21.62 - - 0.20 150.89 43.96
Technical Know-How 562.37 - - - - 562.37 458.90 103.46 - - - 562.36 0.01
Development expenditure 2,091.65 84.09 - (162.51) - 2,013.23 1,070.73 322.37 - - (211.84) 1,181.26 831.97
R & D Processing fees 87.53 - - - - 87.53 7.33 29.19 - - - 36.52 51.01
Total 2,904.52 115.38 - (161.92) - 2,857.98 1,666.03 476.64 - - (211.64) 1,931.03 926.95
Current Years Total 35,965.52 4,531.77 599.17 (1,549.36) 30.17 39,516.93 21,938.14 2,180.29 383.92 15.50 (1,266.60) 23,220.25 16,296.68

* Other adjustments during the year include translation differences of opening balance.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
FIXED ASSETS FOR THE YEAR ENDED 31 MARCH 2016

PARTICULARS Gross Block Accumulated Depreciation Net Block

As at Additions Assets Other Disposal/ As at As at Depre- Relating Adjust- Other As at As at
April 1, during acquired Adjust- Adjust- March 31, April 1, ciation to assets ments On Adjust- March 31, March 31,
2015 the year in business ments ** ment 2016 2015 charge for acquired in disposals ments** 2016 2016
combina- the year business com-
tions binations
Tangible Assets
Freehold Land 207.19 - - - - 207.19 - - - - - - 207.19
Leasehold Land 35.14 911.88 - - - 947.02 1.41 25.98 - 4.05 - 23.34 923.68
Lease Hold Improvement 45.93 5.04 - (2.49) - 48.48 17.11 24.70 - - (4.47) 37.34 11.14
Factory & Other Building 1,755.22 71.43 - 85.81 33.62 1,878.84 933.16 50.99 - - 55.66 1,039.81 839.03
Site Development 37.55 - - - - 37.55 8.39 1.54 - - - 9.93 27.62
Plant, Equipment & 22,981.21 3,195.01 - 1,669.59 0.55 27,845.26 16,200.43 944.55 - - 1,306.69 18,451.67 9,393.59
Machinery
Furniture & Fixtures - -
Owned 214.39 20.06 - 1.27 0.18 235.54 104.90 68.75 - - 1.22 174.87 60.67
Leased 198.62 - - - - 198.62 119.78 - - - - 119.78 78.84
Vehicles 273.90 33.83 - 1.26 3.76 305.23 80.85 38.42 - 6.17 1.40 114.50 190.73
ERP Hardware Cost 155.20 52.62 - (0.41) 4.35 203.06 118.08 24.13 - - (0.26) 141.95 61.11
R&D Assets -
R&D Assets 835.18 90.00 - - - 925.18 59.89 82.60 - - - 142.49 782.69
Building 229.03 - - - - 229.03 2.70 13.73 - - - 16.43 212.60
Total 26,968.56 4,379.87 - 1,755.03 42.46 33,061.00 17,646.70 1,275.39 10.22 1,360.24 20,272.11 12,788.89
Intangible Assets
ERP Software Cost 137.57 25.42 - (0.02) - 162.97 112.27 16.80 - - - 129.07 33.90
Technical Know-How 562.37 - - - - 562.37 429.24 29.66 - - - 458.90 103.47
Development expenditure 1,842.91 63.09 - 185.65 - 2,091.65 680.70 376.34 - - 13.69 1,070.73 1,020.92
R & D Processing fees - 87.53 - - - 87.53 - 7.33 - - - 7.33 80.20
Total 2,542.85 176.04 - 185.63 - 2,904.52 1,222.21 430.13 - - 13.69 1,666.03 1,238.49
Current Years Total 29,511.41 4,555.91 - 1,940.66 42.46 35,965.52 18,868.91 1,705.52 - 10.22 1,373.93 21,938.14 14,027.38

* Other adjustments during the year include translation differences of opening balance.

2017 2016
Number Amount Number Amount
11 Non current investments
Trade, valued at cost unless otherwise stated In equity
instruments (unquoted)
Of Associates
Fine Lifestyle Brand Limited (of ` 10 fully paid) 255,000 7.49 255,000 5.78
Others
Fine Renewable Energy Limited (of ` 10 fully paid) 51,000 5.10 51,000 5.10
Chemolutions Chemicals Limited (of ` 10 fully paid) - - 99,500 9.95
Ravenna Servizi Industriali Consortium (of Euro 1 fully paid) 141,783 98.60 141,783 98.60
103.70 113.65
Trade Investments Total 111.19 119.43

CAMLIN FINE SCIENCES LIMITED | 140

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
Number Amount Number Amount
Non-trade
In equity shares of Saraswat Co-Operative Bank Limited 5,000 0.50 5,000 0.50
(of ` 10 fully paid)
0.50 0.50
Provision for diminution in value of investments (see note (10.51) (10.51)
below)
101.19 109.42
Aggregate market value of unquoted investments 101.19 109.42

The provision for diminution in the value of investments represents the provision in respect of investments in Fine
Renewable Energy Limited and Fine Lifestyle Brand Limited.

2017 2016
12 Deferred tax assets, net
The components of the deferred tax asset are as follows
Assets
Depreciation 22.13 0.54
Tax Losses 1,501.75 1,071.91
Receivable Write-down 218.95 194.36
Unrealised foreign exchange Losses 5.50 22.55
Deductible costs for cash 186.90 205.21
Pre-operating expenses 10.39
1,945.62 1,494.57
Liabilities
Unrealised foreign exchange gains - 9.34
- 9.34
1,945.62 1,485.23
Deferred tax assets on carry forward tax loss has been recognised on the basis of
binding confirmed profitable sales orders.
13 Long term loans and advances (unsecured, considered good)
Capital advances 361.95 -
Security deposits 180.76 169.61
Advance tax net of provision 217.88 -
MAT credit entitlement 14.04 -
774.63 169.61

CAMLIN FINE SCIENCES LIMITED | 141

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
14 Current Investments
(with original maturity of between 3 months and 12 months)
Unquoted investment in Mutual Funds
HDFC Liquid Fund- Regular Plan-Growth 227.23 -
(NAV as on March 31, 2017 ` 3,159.26 per unit)
Birla Sun Life Cash Plus-Growth-Regular Plan 264.48 -
(NAV as on March 31, 2017 ` 257.77 per unit)
Reliance Liquid Fund Treasury Plan Growth Plan 168.58 -
(NAV as on March 31, 2017 ` 3,930.65 per unit)
ICICI Prudential Liquid Plan-Growth 454.96 -
(NAV as on March 31, 2017 ` 233.36 per unit)
1,115.25 -
15 Inventories
(at cost or net realisiable value whichever is lower)
Raw material and components (including packing materials) 4,634.14 5,552.25
Work-in-progress 4,893.44 4,572.80
Finished goods 9,022.16 5,514.64
Stock in trade 641.27 1,094.43
Stores and spares 588.54 597.42
19,779.55 17,331.54
16 Trade receivables
Outstanding for a period exceeding six months from the date they are due for
payment
Unsecured, considered good 1,831.03 217.65
Doubtful 1,353.58 1,160.27
3,184.61 1,377.92
Less: Provision for doubtful debts (1,353.58) (1,160.27)
1,831.03 217.65
Other debts
Unsecured, considered good [Net of Bills Discounted ` 3,746.72 lakh (Previous year 9,456.09 7,330.41
` 5,592.27 lakh] (Refer note 36)
11,287.12 7,548.06
17 Cash and bank balances
i Cash and cash equivalents
Balances with banks
In current account 2,058.50 793.40
Unpaid dividend/interest account 31.22 27.46
Cash on hand 6.82 9.50
2,096.54 830.36

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
ii Other bank balances
Margin money (against letters of credit and bank guarantees) 1,027.05 1,059.28
3,123.59 1,889.64
18 Short term loans and advances
Loans to others
Unsecured, considered good 1.94 219.88
Considered doubtful - 160.00
1.94 379.88
Less: Provision for doubtful debts - (160.00)
1.94 219.88
Advance for Investment in Subsidiary (See note below) 419.38 -
421.32 219.88

On December 23, 2016, Company has entered into share purchase agreement with Ningbo Wanglong Technology
Limited, a company registered in China for acquisition of 51% equity stake in its Vanillin manufacturing facility, for a
consideration of US$ 6.28 million, by the Company or its subsidiaries. The process of acquisition is expected to be
completed in the first half of next financial year on completion of certain conditions by the counter party. As per the
terms of share purchase agreement, consideration of US$ 0.628 million equivalent to ` 419.38 lakh being 10% of the
consideration has been transferred to an Escrow Account on February 28,2017. This advance has been disclosed as
“Advance for Investment in Subsidiary” under Note 18 : Short term loans and advances

2017 2016
Balance Maximum Balance Maximum
outstanding outstanding
during the year during the year
Loans and advances to related parties include
loans / advances to associates as follows
Associate
Fine Lifestyle Brands Limited - 0.26 0.26 0.26
(Purpose : General corporate purposes) - 0.26 0.26 0.26

In addition to the above, the Company has given the following loans to companies in which the directors are interested

2017 2016
Balance Maximum Balance Maximum
outstanding outstanding
during the year during the year
Chemolutions Chemicals Ltd. - 1,280.04 377.68 411.59
(Purpose : General corporate purposes)
Byrde International Inc. - - - 0.21
(Purpose : General corporate purposes) - 1,280.04 377.68 411.80

CAMLIN FINE SCIENCES LIMITED | 143

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2017 2016

19 Other current assets
Prepaid expenses 578.66 390.84
Advance to Material Suppliers 685.51
Less: Provision for doubtful material advances (46.00) 639.51 454.71
Loans to employees 10.54 1.51
Gratuity [See note 25 (ii)] 82.80 45.58
Balance with statutory/government authorities 663.28 915.77
Balances with Tax Authorities 656.91 404.68
Deposits 35.21 19.50
Export benefits receivable 549.72 695.18
Others 286.26 55.48
3,502.89 2,983.25

2017 2016
20 Revenue from operations
Sale of products
Finished goods 50,411.44 45,849.92
Traded goods 3,725.21 3,958.40
Sale of services 10.59 -
Other operating revenues
- Export benefits 530.33 592.76
- Scrap sales 9.33 21.75
Revenue from operations (gross) 54,686.90 50,422.83
Less: Excise duty (1,293.85) (1,488.61)
53,393.05 48,934.22
21 Other income
Interest income 148.57 128.12
Dividend income 0.04 -
Gain on current Investment 48.25 -
Gain on Foreign Exchange Fluctuations 249.53 212.73
Recovery of advance written off (See note below) 867.80 -
Miscellaneous receipts 166.08 86.04
1,480.27 426.89

Board of Directors of the Company has approved conversion of advance amounting to ` 940.05 lakh into equity share
capital of Chemolutions Chemicals Limited (CCL). Pursuant to this capitalisation CCL has issued 62,67,003 equity shares
of ` 10 each at a share premium of ` 5 per equity share amounting to ` 940.05 lakh. Accordingly, Company has
reinstated the advance to CCL written off in earlier years aggregating ` 867.80 lakh which is disclosed under the head
“Other Income”.

CAMLIN FINE SCIENCES LIMITED | 144

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
22 Cost of materials consumed
Opening Stock of Raw Material 6,149.68 7,172.30
Add: Purchases of Raw Material 28,356.59 23,252.78
Less: Closing Stock of Raw Material (5,222.68) (6,149.68)
29,283.59 24,275.40
23 Purchase of stock in trade
Purchases of stock in trade 141.80 750.76

24 Changes in inventory of finished goods and work in progress

Opening Inventory
Finished Goods (including stock in trade) 6,609.07 3,059.41
Work-In-Progress 4,572.79 3,406.36
11,181.86 6,465.77
Closing Inventory
Finished Goods (including stock in trade) 9,663.42 6,609.07
Work-In-Progress 4,893.43 4,572.79
14,556.85 11,181.86
(3,374.99) (4,716.09)
Consumption of raw materials, packing materials and traded goods
Tertiary Butyl Alchohol 1,241.38 2,149.36
Phenol 7,818.38 6,202.69
Hydrogen peroxide 2,038.24 1,786.47
Toluene - 786.63
Ethoxiquin 1,007.18 -
Others 17,320.21 14,101.01
29,425.39 25,026.16

2017 2016
% Amount % Amount
Imported 38.32 11,275.07 45.05 11,275.07
Indigenous 61.68 18,150.32 54.95 13,751.09
100.00 29,425.39 100.00 25,026.16

CAMLIN FINE SCIENCES LIMITED | 145

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
25 Employee benefit expenses
Salaries and wages 5,465.65 3,769.29
Contributions to -
Provident fund 164.62 107.85
Gratuity fund (See note (ii) below) 32.55 21.36
Expense on Employee Stock Option Scheme (ESOP) (See note (i) below) - 3.69
Staff welfare expenses 179.47 103.02
5,842.29 4,005.21

i. The Company has granted options to its eligible employees under “Camlin Fine Sciences Employees Stock Option
Scheme, 2008” (ESOS 2008), “Camlin Fine Sciences Employees Stock Option Scheme, 2012”(ESOS 2012) and “Camlin
Fine Sciences Employees Stock Option Scheme, 2014” (ESOS 2014). The options granted under these schemes are
equity settled. The other details of the schemes are summarised below:

ESOS 2008 ESOS 2012 ESOS 2014

Grant date 9 August 2008 13 October 2008 23 October 2009 25 October 2010 19 November 2012 30 December 2014
Options granted 19,41,000 1,67,000 3,22,000 6,40,000 14,94,000 16,38,000
Exercise price ` 5.00/- per share ` 5.00/- per share ` 5.00/- per share ` 6.20/- per share ` 8.00/- per share ` 67.00/- per share
Basis of exercise At a discount to At a discount to At a discount to At a discount to At a discount to At market price
price market price market price market price market price market price
Vesting period 10% On expiry of 12 months from the date of grant 50% On expiry of 50% On expiry of
12 months from the 12 months from the
date of grant date of grant
15% On expiry of 24 months from the date of grant 25% On expiry of 50% On expiry of
24 months from the 24 months from the
date of grant date of grant
20% On expiry of 36 months from the date of grant 25% On expiry of
36 months from the
date of grant
25% On expiry of 48 months from the date of grant
30% On expiry of 60 months from the date of grant

The company has adopted intrinsic value method in accounting for employee cost on account of ESOS. The intrinsic
value of the shares is based on the latest available closing market price, prior to the date of meeting of the board of
directors, in which the options were granted, on the stock exchange in which the shares of the company are listed. The
difference between the intrinsic value and the exercise price is being amortised as employee compensation cost over
the vesting period.

Particulars ESOS 2008 ESOS 2012 ESOS 2014

Number Wt avg Number Wt avg Number Wt avg

exercise price exercise price exercise price

Options outstanding at the beginning of the 91,800 6.16 3,57,750 8 12,85,500 67

year

Granted during the year 0 N.A. 0 N.A. 0 N.A

Expired/Forfeited during the year 3,600 6.20 3,750 N.A 85,500 N.A

Exercised during the year 88,200 6.20 3,54,000 8 5,24,240 67

Outstanding at the end of the year 0 N.A 0 N.A 6,75,760 67

Exercisable at the end of the year 0 N.A 0 8 5,00,000 67

Weighted average Range of exercise price of N.A ` 8/- ` 67/-

Options outstanding at the end of the year

CAMLIN FINE SCIENCES LIMITED | 146

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

Particulars ESOS 2008 ESOS 2012 ESOS 2014

Number Wt avg Number Wt avg Number Wt avg

exercise price exercise price exercise price

Weighted average remaining contractual life of N.A 0.20 years 1.25 years
the option outstanding at the end of the year

Weighted average fair value of the options 4.43 4.68 17.70

granted during the year

Option pricing model used Black Scholes option pricing model

Assumptions used in arriving at fair value of

option granted during the year

Risk free interest rate N.A. N.A. 8.29%

Expected life 1 to 3 yrs

Expected volatility 69.72%

Expected dividend yield 10.81%

Price of share at the time of grant 67

The total expense charged to the statement of profit and loss in respect of the options granted aggregated ` Nil lakh
(previous year ` 3.69 lakh).

Had the fair value method of accounting for options been followed the net profit for the year would have been lower by
` 49.72 lakh ( previous year ` 233.91 lakh) .

ii Gratuity

The following tables summaries the net benefit expense recognised in the Consolidated Statement of Profit & Loss, the
details of the defined benefit obligation and the funded status of the Company’s gratuity plan

2017 2016
a Expense recognised in the consolidated statement of profit and loss
Current Service Cost 21.00 17.33
Interest (3.67) (2.47)
Expected Return on plan assets - -
Actuarial (Gain)/Loss 15.22 6.50
Total expense 32.55 21.36
Actual return on plan assets 19.04 38.16
b Net asset recognised in the Consolidated Balance Sheet
Present Value of Defined Benefit Obligation at end of the year 303.36 273.40
Fair Value of plan assets at the end of the year 386.16 318.98
Funded status [Surplus/(Deficit)] 82.80 45.58
Net Asset/(Liability) at the end of the year. 82.80 45.58

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
c Change in obligation during the year
Present Value of Defined Benefit Obligation at the beginning of the year 273.40 225.75
Current Service Cost 21.00 17.33
Interest Cost 22.04 18.06
Actuarial (Gains)/Losses on Obligations - Due to Change in Financial 18.40 (1.20)
Assumptions
Actuarial (Gains)/Losses on Obligations - Due to Experience (9.84) 25.32
Benefit payments (21.64) (11.86)
Present Value of Defined Benefit Obligation at the end of the year 303.36 273.40
d Change in Fair Value of Assets during the year ended.
Fair Value of plan assets at the beginning of the year 318.98 256.70
Expected return on plan assets 25.71 20.53
Contributions by employer 69.77 35.99
Actual benefits paid (21.64) (11.86)
Actuarial Gain/(Loss) on Plan Assets - Due to Experience (6.66) 17.62
Fair Value of plan assets at the end of the year. 386.16 318.98

The Company expects to contribute ` 70 lakhs to gratuity in the next year (Previous year ` 35 lakhs).

The amount of defined benefit obligation, plan assets, the deficit thereof and the experience adjustments on plan asset
and plan liabilities for the current and previous four years are as follows

2017 2016 2015 2014 2013

Defined Benefit Obligation 303.36 273.40 225.75 163.06 148.20
Plan assets 386.16 318.98 256.70 228.63 161.56
Deficit/(Surplus) (82.80) (45.58) (30.95) (65.57) (13.36)
Experience adjustments
On plan assets (6.66) 17.62 7.08 1.33 1.29
On plan liabilities (9.84) (11.86) 12.72 (11.68) (12.18)

The gratuity fund is entirely invested in a group gratuity policy with the Life Insurance Corporation of India. The
information on the allocation of the fund into major asset classes and the expected return on each major class is not
readily available.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable
to the period over which the obligation is to be settled.

CAMLIN FINE SCIENCES LIMITED | 148

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
The principal assumptions used in determining the gratuity obligations are as follows

2017 2016
Discount rate 7.20% 8.06%
Expected rate of return on plan assets 7.20% 8.06%
Expected rate of salary increase 5.00% 5.00%
Attrition rate 2.00% 2.00%

The estimates of future salary increases, considered in actuarial valuation take account of inflation, seniority, promotion
and other relevant factors.

iii Leave Encashment

The accumulated balance of leave encashment (unfunded) provided in the books as at 31 March 2017 ` 790.68 lakh
(previous year ` 814.10 Lakh), determined on actuarial basis using projected unit credit method.

2017 2016
26 Finance costs
Interest 2,516.57 1,920.25
Bank Charges 521.05 473.91
Exchange Difference to the extent considered as an adjustment to borrowing cost - 50.09
3,037.62 2,444.25
27 Research & development expenses
Salaries and incentives 146.95 152.32
Travelling & Conveyance 21.31 16.18
Professional fees - 24.92
Laboratory Expenses 49.46 52.00
Other Expenses 37.87 52.19
255.59 297.61
Less: Product Process Development Capitalised - (87.53)
255.59 210.08

2017 2016
28 Other expenses
Consumption of stores and spares 259.95 265.12
Power and Fuel 4,621.49 4,742.87
Rent (See Note 33) 724.98 484.95
Rates and Taxes 50.73 13.50
Insurance 448.40 452.56

CAMLIN FINE SCIENCES LIMITED | 149

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017

2017 2016
Repairs
- Building 9.72 10.03
- Machinery 891.15 91.57
- Others 772.98 1,431.72
Sub Contracting Charges 817.64 1,134.60
Labour Charges 561.26 560.39
Advertisement and Sales Promotion 1,308.64 1,102.53
Transport & Forwarding Charges 1,455.28 927.53
Commission/Discount/Service Charges on Sales 582.90 503.42
Travelling & Conveyance 924.58 731.11
Directors' Meeting Fees 56.85 69.55
Auditors' Remuneration (See note below) 79.09 73.66
CSR Contribution 72.15 63.57
Legal & Professional fees 1,516.02 646.37
Bad Debt Written Off 17.40 2.46
Bad Advances Written Off - -
Provision for Doubtful Debts 304.62 94.74
Provision for Doubtful Advances 46.00 -
Less: Provision for Doubtful Advances Written (160.00) -
Back
Less: Provision for Doubtful Debts Written Back (17.40) -
190.62 97.20 190.62 97.20
Loss on Sale/Discarding of Assets 2.92 30.11
Exchange fluctuation 548.67 197.09
Miscellaneous Expenses 2,039.60 1,599.96
17,935.62 15,229.41
Auditors' remuneration
Audit Fees Standalone Financials 52.55 45.45
Tax Audit Fees 3.45 3.14
In Other Capacity
Taxation Matters 3.19 2.94
Certification 0.50 0.98
Other Services 18.73 20.52
Reimbursement of Expenses 0.67 0.63
79.09 73.66

CAMLIN FINE SCIENCES LIMITED | 150

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
29 Exceptional Item

On 16th June 2013, a fire had occurred at the Company’s factory at Tarapur as a result of which there was a loss of
inventory and fixed assets. Company had preferred an insurance claim which was settled during the previous year. The
resultant loss on final settlement of the insurance claim amounting to ` 454.73 lakh has been disclosed as an exceptional
item in the previous year.

30 Earnings per share

2017 2016
Profit/(Loss) as per Consolidated Statement of Profit and Loss available for equity (1,425.53) 3,582.37
shareholders
Weighted average number of equity shares used in computing basic earnings per 10,15,83,090 9,61,32,995
share
Dilutive effect of stock options 2,20,651 4,06,051
Weighted average number of equity shares used in computing diluted earnings per 10,18,03,741 9,65,39,046
share
Basic earnings per share (`) of face value of ` 1/- each (1.40) 3.73
Diluted earnings per share (`) of face value of ` 1/- each (1.40) 3.71

31 Foreign currency transactions

The unhedged exposure of foreign currency transactions as on 31 March 2017 is as follows:

Currency 2017 2016

Trade Receivable US $ 115.04 82.59
Euro 2.89 0.09
Trade Payable US $ 18.96 29.68
Euro - 19.29
Short Term Borrowing US $ 19.21 -
Euro 40.36 25.36
BRL 3.97 4.91
Term Loan US $ 58.50 7.54
Euro 7.14 -
Total unhedged exposure of foreign currency transactions
Currency US $ 211.71 119.81
Currency Euro 50.39 44.74
Currency BRL 3.97 4.91

CAMLIN FINE SCIENCES LIMITED | 151

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
32 Related party transactions

The related parties with whom the Company had transactions during the year are summarized below:

Name of the related party Nature of relationship

Fine Lifestyle Brands Ltd. Associate
Fine Lifestyle Solutions Ltd. Significant influence by Managing Director
Fine Renewable Energy Ltd. Significant influence by Managing Director
Abana Medisys Pvt.Ltd Significant influence by Managing Director
Focussed Event Management Pvt. Ltd Significant influence by Managing Director
Vibha Agencies Pvt. Ltd. Owned by Managing Director
Key managerial personnel and their relatives
Mr. D. D. Dandekar Chairman
Mr. A. S. Dandekar Managing Director
Mr .D. R. Puranik Executive Director & CFO till Februany 9, 2017 there after
Executive Director
Ms. Leena Dandekar Executive Director
Mr. S. D. Dandekar Management Consultant/Relative of Managing Director
Mrs. R. S. Dandekar Management Consultant/Relative of Managing Director
Mr Santosh Parab Chief Finance Officer w.e.f Februay 10, 2017
Mr R. D. Sawale Company Secretary

The transactions with related parties are summarised below (figures in brackets represent previous year amounts):

Associate Key
managerial
personnel and
their relatives
Managerial Remuneration Nil 400.04
(Nil) (378.71)

2017 2016
Key Management Personnel
Managerial Remuneration
Mr.A.S.Dandekar 185.02 190.45
Mr. D. D. Dandekar 30.60 30.00
Ms. Leena Dandekar 93.87 82.55
Mr. D. R. Puranik 66.96 66.25
Mr. Santosh Parab 5.78 -
Mr. R.D.Sawale 17.81 9.46

CAMLIN FINE SCIENCES LIMITED | 152

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
33 Leases

General description of operating lease

The significant leasing arrangements are in respect of residential flats, warehouses etc. taken on lease. The arrangements
range between 11 months to five years and are generally renewable by mutual consent or mutually agreeable terms.
Under these arrangements refundable interest-free deposits have been given.

2017 2016
For the period up to one year 402.48 187.47
For the period one year to five years 848.76 415.60
Five years and above - -
1,251.24 603.07

34 Segment information

The Company operates primarily in the segment of Fine Chemicals and hence has only one reportable segment.
For year ended March 31, 2017 Domestic sale is ` 22,109.69 lakh (previous year ` 11,702.00 lakh) and Export sale is
` 32,026.96 lakh (previous year ` 38,106.31 lakh) respectively.

35 Contingencies and commitments

2017 2016
Contingent liabilities
a) In respect of bills of exchange / cheque discounted with the bankers (Refer 3,746.72 5,109.82
note 16)
b) In respect of bank guarantees issued to VAT ,Excise and Custom Authorities 393.26 374.30
c) In respect of VAT / CST Matter* (See note below) 732.44 732.44

* Includes Central Excise and Customs duty demand of ` 356.02 lakh received dated April 13, 2017 for which the period
of filing of appeal has not expired.
Commitments
Value of contracts (net of advance) remaining to be executed on capital account not provided for ` 725 Lakh. (Previous
year ` 5.48 Lakh)
The information in respect of commitment has been given only in respect of capital commitment in order to avoid
providing excess details that may not assist user of financial statements

2017 2016
36 Value of imports on CIF basis
Raw Material 6,473.36 7,110.79
37 Expenditure in foreign currency
Professional & Legal Fees 247.97 110.07
Commission and Sales Promotion 1,460.90 747.60
Others 385.14 291.68
2,094.01 1149.35
38 Earnings in foreign exchange
Exports at F.O.B. Value (Including Trading) 32,126.57 18,521.32

The earnings in foreign exchange represent earnings in foreign exchange by the Company and export earnings of its
subsidiaries in a currency other than their local reporting currency but excludes any earnings made from sales made in
India by these subsidiaries.

CAMLIN FINE SCIENCES LIMITED | 153

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
39 Disclosure on Specified Bank Notes (SBNs)

During the year, the company had specified bank notes or other denomination note as defined in the MCA notification
G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period
from November 8, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the notification is
given below:

SBNs* Other Denomination Total

notes
Closing cash in hand as on November 8,2016 2.78 3.99 6.77
(+) Permitted Receipt** 6.19 9.14 15.33
(-) Permitted Payment*** (0.62) (8.60) (9.22)
Amount deposited in Banks (8.35) - (8.35)
Closing cash in hand as on December 30,2016 - 4.53 4.53
*For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification
of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the
8th November, 2016.”
**Permitted receipts pertain to SBN’s received from debtors by Company’s sales representatives prior to November 7,
2016.
***Permitted payments include transactions of SBN as permitted pursuant to notifications issued by Reserve Bank of
India.
40 MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT,2006
The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and Medium Enterprises Development
Act, 2006” has been determined to the extent such parties have been identified on the basis of information available
with the Company. The disclosure relating to Micro and Small Enterprises as at March 31,2017 are as under:

Particulars 2017 2016

1 Principle amount remaining unpaid beyond due date, to suppliers as at the end 43.80 Nil
of accounting year
2 Interest due thereon remaining unpaid to suppliers as at the end of accounting 2.27 Nil
year
3 Amount of interest paid in terms of Section 16, along with the amount of Nil Nil
payment made to the supplier beyond the appointed day during the year 2016-
2017
4 Amount of interest due and payable for the period of delay in making payment 3.60 Nil
(which have been paid but beyond the appointed day during the year) but
without adding the interest specified under this Act.
5 Amount of interest accrued and remaining unpaid at the end of accounting 5.87 Nil
year.
6 The amount of further interest due and payable even in the succeeding year Nil Nil
until such date when the interest due as above are actually paid to the suppliers
for the purpose of disallowance as a deductible expenditure under Section 23.
41 During the year, the group has accounted goodwill on consolidation amounting to ` 3,791.71 lakhs on acquisition of
following subsidiaries:
i. Goodwill amounting to ` 2,816.72 lakhs [being net of the consideration of ` 6,299.12 lakhs as reduced by the net assets
of ` 3,482.40 lakhs arose on acquisition of 65% stake in Dresen Quimica S.A.P.I. de C.V. along with five wholly owned
subsidiaries in Mexico, Peru, Guatemala, Columbia and Dominican Republic. (Collectively referred to as step-down
subsidiaries) through wholly owned subsidiary CFS Antioxidantes De Mexico S.A. de C.V. The results for the year include
the profit after tax of ` 1,002.24 lakhs arising from Dresen Quimica S.A.P.I. de C.V.

CAMLIN FINE SCIENCES LIMITED | 154

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 March 2017
ii. Goodwill amounting to ` 974.99 lakhs [being net of the consideration of ` 950 lakhs as reduced by the net assets of
` (24.99) lakhs arose on acquisition of 94.08% stake in Chemolutions Chemicals Limited (‘Chemolutions”). The results
for the year include the profit after tax of ` 235.15 lakhs arising from Chemolutions.

42 Additional information as required under Schedule III to the Companies Act 2013, of enterprises Consolidated as
Subsidiary/Associates/Joint Venture

As % of Amount As % of Amount
consolidated consolidated
net assets profit or loss
Parent
Camlin Fine Sciences ltd. 68.48 17,823.69 0.49 3.70
Subsidiaries
Indian
Chemolutions Chemicals Limited 0.85 221.08 31.42 235.15
Foreign
CFCL Mauritius Pvt. Limited 23.76 6,183.02 71.08 531.89
CFS DO BRASIL INDÚSTRIA, COMÉRCIO, (2.21) (574.97) (49.05) (367.06)
IMPORTAÇÃO E EXPORTAÇÃO DE ADITIVOS
ALIMENTÍCIOS LTDA.
Solentus North America Inc (0.76) (196.98) (3.47) (25.98)
CFS North America LLC (4.94) (1,285.86) (169.31) (1,267.01)
CFS Antioxidantes De Mexico S.A. De. C.V. 14.73 3,833.57 222.04 1,661.64
CFS International Trading (Shanghai) Ltd 0.09 24.36 (3.20) (23.97)
Total 100.00 26,027.91 100.00 748.36
Minority Interests in all subsidiaries (1,761.48) (673.51)
Associates
Indian
Fine Lifestyle Brand Limited - 1.71
Total Eliminations (3,144.28) - (1,502.09)
Total 21,122.15 (1,425.53)

43 Prior year comparatives

Prior year figures have been reclassified, where necessary to confirm to current year’s classification. On May 4, 2016, CFS
Antioxidantes De Mexico S.A.de C.V. Mexico, wholly owned subsidiary of the company has acquired 65% equity stake in
Dresen Quimica S.A.P.I.de C.V., Mexico and its subsidiaries. CFS North America LLC was incorporated on October 13, 2015
as a wholly owned subsidiary. On March 22, 2016, the Company has acquired 94.08% stake in Chemolutions Chemicals
Limited. Results of these subsidiaries have been consolidated in the current year, hence the corresponding figures of
prior year are not comparable.

As per our report of even date. For and on behalf of the Board of Directors of
For B.K. Khare & Co. Camlin Fine Sciences Limited
Chartered Accountants D. D. Dandekar A.S.Dandekar
Firm Registration No : 105102W Chairman Managing Director

Himanshu Chapsey Santosh Parab R.D.Sawale

Partner Chief Financial Officer Company Secretary
Membership No : 105731
Mumbai Mumbai
Dated : 19 May 2017 Dated : 19 May 2017

CAMLIN FINE SCIENCES LIMITED | 155

 Notes

CAMLIN FINE SCIENCES LIMITED | 156

 Notes

CAMLIN FINE SCIENCES LIMITED | 157

 Notes

CAMLIN FINE SCIENCES LIMITED | 158

Camlin Fine Sciences Limited
F/11 - 12, WICEL, Opp. SEEPZ Main Gate, Central Road, Andheri (East), Mumbai - 400 093.
Tel.: 022 - 6700 1000; Fax: 022 - 2832 4404; Email: [email protected]; CIN: L74100MH1993PLC075361

ATTENDANCE SLIP
Folio No. / Client ID No. / DP ID No.:

I hereby record my presence at the TWENTY FOURTH ANNUAL GENERAL MEETING of the Company on Friday the 21st July,
2017 at 3.30 p.m. at Walchand Hirachand Hall, Indian Merchants Chamber, Churchgate, Mumbai 400 020.

Name of attending Member/Proxy Member’s/Proxy’s Signature

(To be signed at the time of handing over this slip)
Note: No Duplicate Attendance Slip will be issued at the Meeting Hall. You are requested to bring your copy of the Annual Report to the Meeting.
TEAR HERE

Camlin Fine Sciences Limited

F/11 - 12, WICEL, Opp. SEEPZ Main Gate, Central Road, Andheri (East), Mumbai - 400 093.
Tel.: 022 - 6700 1000; Fax: 022 - 2832 4404; Email: [email protected]; CIN: L74100MH1993PLC075361

PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name and Address of the Member(s):

Name of Jointholders, if any:

Folio No./DP ID - Client Id:

No. of Shares held: E-mail ID:

I/We, being the member(s) of CAMLIN FINE SCIENCES LIMITED hereby appoint:
1. Name:
Address: Signature:
E-mail id:
or failing him
2. Name:
Address: Signature:
E-mail id:
or failing him
3. Name:
Address: Signature:
E-mail id:

E-VOTING PARTICULARS (Refer Point 14 of Notice of AGM for detailed instructions)

EVSN
User ID PAN / Sequence No.
(Electronic Voting Sequence Number)

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the TWENTY FOURTH ANNUAL GENERAL MEETING of the Company on
P.T.O.
 TEAR HERE

Friday the 21st July, 2017 at 3.30 p.m. at Walchand Hirachand Hall, Indian Merchants Chamber Marg, Churchgate, Mumbai 400 020 and at any adjournment thereof
in respect of following resolutions:

No. Item No. No of shares I assent to the I dissent to the

held by me resolution resolution

1 To consider and adopt, the audited financial statements (including consolidated financial statements)
of the Company for the financial year ended 31st March, 2017 and the reports of Board of Directors
and Auditors thereon. (Ordinary Resolution)

2 To appoint a Director in place of Mr. Ajit S. Deshmukh (DIN: 00203706), who retires by rotation and
being eligible, offers himself for re-appointment. (Ordinary Resolution)

3 To appoint a Director in place of Mr. Dilip D. Dandekar (DIN: 00846901), who retires by rotation and
being eligible, offers himself for re-appointment. (Ordinary Resolution)

4 Appointment of M/s Kalyaniwalla & Mistry LLP, Chartered Accountants (FR No. 104607W/W100166)
as Statutory Auditors of the Company. (Ordinary Resolution)

5 Adoption of Articles of Association. (Special Resolution)

6 Further issue of Securities upto ` 250 crores. (Special Resolution)

Signed this _________________________day of _____________________________ 2017.

Affix
Revenue
Place: Mumbai
Stamp
Date: (Signature of the Shareholder)

Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not
less than 48 hours before the commencement of the Meeting.
2. A Proxy need not be a member of the Company.
3. A shareholder need not use all his votes nor he need to cast all his votes in the same way. It may be noted that since all the shares
in the issued and paid-up capital of the Company are fully paid and rank pari-passu in all respects, each share entitles the member
for one vote.