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Director's Report

Camex Ltd
Industry :  Dyes And Pigments
BSE Code
ISIN Demat
Book Value()
524440
INE198C01010
41.953138
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
20.84
40.43
EPS(TTM)
Face Value()
Div & Yield %
1.9
10
0
 
As on: Jul 13, 2025 11:54 PM

TO THE MEMBERS, their 36th Annual Report of the Company together with the Audited Statements of Accounts for submitting Yourdirectorshavepleasure the financial year ended on March 31, 2025.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

(Rs in Lakhs)

Particulars

Financial Figures
2024-25 2023-24
Total revenue 13365.06 14181.41
Profit before Finance Cost, Depreciation & Amortization Expense and Tax Expense 478.48 571.30
Less: Finance Cost 133.22 76.00
Depreciation & Amortization Expense 58.07 30.98
Profit/(Loss) before Exceptional Item and Tax 287.19 464.32
Exceptional Item (Net of Income) 6.83 0.00
Profit/(Loss) Before Tax 280.36 464.32
Less: Tax Expenses
Current Tax 70.44 120.55
Deferred tax liability/(asset) 1.74 (2.50)
(Excess) / Short Provisions of Earlier Years 18.81 0.00
Profit/(Loss) for the period from continuing Operations 189.38 346.26

2. TRANSFER TO RESERVE: --

During the year under review, the Company does not propose to transfer any amount to reserves.

3. DIVIDEND:

The Board of Directors has decided to conserve resources and therefore, did not recommend any dividend for the financial year 2024-25.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

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

During the year 2024-25, the Company's revenue decreased to 13365.06 Lakhs as compared to last years' Sales 14181.41 Lakhs and profit of the current year also decreases to 189.38 Lakhs compared to profit of 346.26 Lakhs for the previous financial year. Your Directors are hopeful of getting better results in the current financial year.

Your directors would delight to inform you that, Company has entered into Lease Agreement for a Period of 5 (Five) years with GIIO INDUSTRIES on dated 20th March,2024 for the premises situated at Revenue Survey No.369, Vadavswami, Gandhinagar, Gujarat-382271 for Industrial/Commercial Purposeactivities of wax Chemicals, Intermediates, Plastic to carry on the manufacturing Chemicals and other equivalent products. Moreover, your Directors would also delight to inform you that, your company has started the production of P.E. Wax Chemicals, Epoxidized Soya bean oil (ESBO), One Pack Stabilizer (OPS), Intermediates, Plastic Chemicals and other equivalent products w.e.f. 30th September,2024.

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

5. THE CHANGE IN NATURE OF BUSINESS:

During the year under review, the company has not started any new segment.

6. CAPITAL STRUCTURE:

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

7. ANN UAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 the Annual Return of the Company as on March 31, 2025 is available on the website of the Company at https://www.camexltd.com and the weblink of the same is https://www.camexltd.com/ images/docs_pdfs/1752063222_Annual%20Report%20for%20the%20year%202024-25.pdf

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

The Board met for seven times during the financial year under review. The dates on which the May 17, 2024, July 17, 2024, August 6, 2024, October 28, 2024, November 29, 2024 and February 3, 2025. For, details of the meetings of the Board please refer to the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

9. SUB SIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2025 Company is not having any Subsidiary, Joint Venture or Associate Company. Therefore a statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 is not required to be attached.

10. DEPOSITS:

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

11. DIRE CTORS & KMP:

During the year 2024-2025 there was a change of directors as per details below.

Sr No Name of the Director

Designation Appointment/ Re-appointment/ Cessation Changes Effective from Reason for changes

1 Mr. Sunil Kothari (DIN : 01749751)

Non-Executive Independent Director Cessation 4th July,2024 Due to completion of Second and Final Term

2 Mr. Uttam Bhandari (DIN : 00021649)

Non-Executive Independent Director Appointment 3rd July, 2024 NIL
3 Mr. Rajesh Nahata (DIN : 00278873) Whole-time Director Appointment 17th July,2024 NIL

4 Mrs. Tara Jain (DIN : 10663639)

Non-Executive Independent Director Appointment 17th July,2024 NIL
5 Mr. Jitendra Chopra (DIN: 00374945) Whole-time Director Cessation 18th November, 2024 Due to

6 Mrs. Indra Singhvi

Non-Executive Independent Director Cessation 12th Jan,2025 Expiration of Second and Final Term

Ther e were no other changes in Directors and Key Managerial Personnel during the year under review.

12. DE CLARATION FROM INDEPENDENT DIRECTORS:

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

13. DIRE CTORS' RESPONSIBILITY STATEMENT

Pur suant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that i In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for that period; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other iv. The Directors had prepared the annual accounts on a ‘going concern' basis; v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls ely; and effectiv areadequateandwereoperating vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

15. COMPLIANCE WITH SECRETARIAL STANDARD:

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

16. AUDITORS:

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

In the Board Meeting held on 17th May, 2024, M/s. Ravi Kapoor & Associates, Practicing Company Secretaries was appointed as Secretarial Auditor of the Company for the financial year 2024-25.

17. SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013, and in pursuant to Reg. 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) (Amendments) Regulations, 2018 the Secretarial Audit Report for the Financial Year ended on March 31, 2025 issued by Ravi Kapoor & Associates, Practicing Company Secretary is annexed to this Report as an Annexure II.

18. COMMENTS ON AUDITORS' AND SECRETARIAL AUDIT REPORT: i. By the Auditor in his report; ation, reservation, adverse remark or disclaimer. qualific TheAuditors'Reportdoesnotcontainany ii. By the Secretarial Auditor in his report;

The Secretarial Auditors' Report doesnotcontainanyqualification, adverse remark or disclaimer. reservation,

19. FRAUDS REPORTED BY AUDITORS:

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

20. CASHFLOW STATEMENT:

Cash Flow Statement is the part of Balance Sheet.

21. DETAILS OF COMMITTEES:

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

22. VIGIL MECHANISM:

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

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

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

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

26. LOANS, GUARANTEES SECURITIES OR INVESTMENTS:

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

27. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.camexltd.com/images/docs_pdfs/1692269225_6Sr-No.7-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf

There are no materially significant related party transactions that may have potential conflict with interest of the Company

28. INTERNAL FINANCIAL CONTROLS:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed M/s. J. K. Brahmin & Co., Chartered Accountants as an Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control for the Financial year 2024-25.

29. INSURANCE:

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

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

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the

. Companyanditsfutureoperations

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

The information pertaining to conservation absorption,Foreign exchange Earnings and outgo as required under ofenergy,technology with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure Section IV and is attached to this report.

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

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

33. RISK MANAGEMENT POLICY OF THE COMPANY:

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

LIMITED

34. PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: ( In Lakhs)

Sr. No.

Name of Director Median Remuneration Ratio % increase / decrease in remuneration in the financial year
1. Mr. Chandraprakash Chopra 7.48 8.02 : 1 Nil
2. Mr. Rajesh Nahata 7.48 4.81 : 1 Nil

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

During the year under review, there was 12.56% increase in remunerationof Company Secretary and 6.67% increase in the remuneration of Chief Financial Officer (CFO) of the Company. c. The percentage increaseinthemedianremuneration year: 7.60% of employeesinthefinancial d. There are 40 permanent employees on the rolls of the Company as on 31st March, 2025. e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The total turnover of the Company is 13365.06 Lakhs which is decreased by 816.35 Lakhs from the previous year turnover of 14181.41 Lakhs. The average increase in the remuneration of employees is in line with the current market dynamic and as a measure to motivate the employees for the better future performance to achieve the organization's growth expectations.

Information asper Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 f. The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2024-25:

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

1.02 Cr.

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

The statement containing the names of top ten employees will be made available on request sent to the Company on cs@camexltd.com. g. The Company affirms that the remuneration is as per the remuneration policy of the Company.

34. ANNUAL PERFORMANCE EVALUATION:

The Company has devised a Policy Committees and other individual Directors (including for performance evaluationof the Board,

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

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

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

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

Board:

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

Committees of the Board:

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

INDIVIDUAL DIRECTORS:

Independent Directors:

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

Non-Independent Directors:

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

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

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

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

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

37. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

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

38. ACKNOWLEDGEMENTS

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

   

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