Directors Report of Camlin Fine Sciences Ltd.

Mar 31, 2025

The Directors hereby present the 32^nd Annual Report of Camlin Fine Sciences Limited (the “Company” or
“CFS”) along with the Audited Standalone and Consolidated Financial Statements for the financial year
ended March 31, 2025. The Consolidated Financial Statements comprise performance of the Company and
its subsidiaries and associates.

1. Financial Results

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31,	March 31,	March 31,	March 31,
	2025	2024	2025	2024
Revenue from continuing operations	88,649.13	77,326.21	166,652.66	145,391.22
Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)*	7,060.22	2,712.94	20,811.25	18,360.21
Depreciation and amortisation expense	5,252.66	4,939.00	6,383.89	5,635.29
Earnings before Interest and Taxes (EBIT) (before other Income)	1,807.56	(2,226.06)	14,427.36	10,335.15
Other Income	2,061.53	1,888.26	1,445.26	1,554.55
Earnings before Interest and Taxes (EBIT) (after other Income)	3,869.09	(337.80)	15,872.62	11,889.70
Finance costs	6,611.93	5,432.60	9,988.22	6,030.49
Profit/(Loss) before exceptional items, share of profit/(loss) of associate and tax	(2,742.84)	(5,770.40)	5,884.40	5,859.21
Exceptional items (net)	9,600.21	192.84	981.52	-
Profit/(Loss) before share of profit/(loss) of associate and tax	(12,343.05)	(5,963.24)	4,902.88	5,859.21
Share of profit / (loss) of associate	-	-	44.22	-
Profit/(Loss) before tax	(12,343.05)	(5,963.24)	4,947.10	5,859.21
Tax expenses	(4,712.00)	(824.32)	6.65	563.16
Profit/(Loss) from continuing operations after tax	(7,631.05)	(5,138.92)	4,940.45	5,296.05
Loss from discontinued operations after tax	-	-	(20,752.39)	(15,783.56)
Profit/(Loss) for the year	(7,631.05)	(5,138.92)	(15,811.94)	(10,487.51)
Attributable to:
- Equity shareholders of the Company	(7,631.05)	(5,138.92)	(13,904.59)	(9,275.34)
- Non-controlling interests	-	-	(1,907.35)	(1,212.17)
Other comprehensive income (''OCI'')	(54.04)	(4.46)	(1,223.49)	1,796.41
Total comprehensive income	(7,685.08)	(5,143.38)	(17,035.43)	(8,691.10)
Balance in Retained earnings at the beginning of the Year	12,540.49	17,679.25	22,881.80	30,264.47
Profit/(Loss) for the year (attributable to equity shareholders of the Company)	(7,631.05)	(5,138.92)	(13,904.59)	(9,275.34)
Remeasurement of defined employee benefit plans (net of tax)	(7.98)	(5.56)	(7.52)	(6.09)
Depreciation for the year on revaluation of assets transferred from Revaluation Reserve	-	-	991.85	1,893.04
Transferred from Employee Stock Option Outstanding	1.99	5.72	1.99	5.72
Balance in Retained earnings at the end of the year	4,903.45	12,540.49	9,963.53	22,881.80

2. Performance Review and State of Company’s Affairs

2.1 Consolidated:

Company has treated its cash generating units relating to the Diphenol facility of CFS Europe Spa,
Italy, a wholly owned subsidiary and the entire Vanillin manufacturing facility of CFS Wanglong
Flavours (Ningbo) Co. Ltd; a subsidiary, as ''discontinuing operations” as they were determined
as economically unviable and with remote possibility of revival. Consequently, results have been
disclosed as continuing and discontinued operations for the period under consideration and for the
prior period for comparison.

On a consolidated basis, the revenue from continuing operations for FY 2024-25 stood at '' 166,652.66
lakh (Previous Year '' 145,391.22 lakh) and EBITDA (net of foreign exchange impact and after profit
from associate) for FY 2024-25 was '' 20,855.47 lakh (Previous Year '' 18,360.21 lakh). The growth in
revenues was attributable to impressive performance in the revenues generated by sale of Blends and
Vanillin.

Profit from continuing operations before tax (and before exceptional items) was
'' 5,884.40 lakh (Previous Year '' 5,859.21 lakh). Exceptional items of '' 981.52 lakh include a provision for
embezzlement of funds by an employee in Britec SA, a wholly owned step-down subsidiary in Guatemala
'' 640.48 lakh, acquisition related costs of Vitafor Group '' 201.72 lakh and loss on demolition/refurbishment
of assets (net of scrap sale) '' 139.32 lakh. Profit after tax from continuing operations for FY 2024-25 was
'' 4,940.45 lakh (Previous Year '' 5,296.05 lakh).

Loss after tax from discontinuing operations was '' 20,752.39 lakh (Previous Year '' 15,783.56 lakh).
The loss after tax for the FY 2024-25 stood at '' 15,811.94 lakh (Previous Year '' 10,487.51 lakh).

2.2 Standalone:

On a standalone basis, the Revenue from Operations for FY 2024-25 was '' 88,649.13 lakh (Previous
Year '' 77,326.21 lakh), EBITDA (net of foreign exchange impact) for FY 2024-25 stood at '' 7,060.22
lakh (Previous Year '' 2,712.94 lakh).

The increase in the revenue was due to increase in the sale volumes of Vanillin and higher realizations
as compared to earlier year.

Loss before tax (before exceptional items) for FY 2024-25 was at '' 2,742.84 lakh (Previous Year
'' 5,770.4 lakh). Exceptional item of '' 9,600.21 lakh includes impairment loss on investments in
subsidiaries '' 1,633.38 lakh, impairment of trade and other receivables (net of payable) due from
subsidiaries '' 7,870.56 lakh and loss on demolition/refurbishment of assets (net of scrap sale) '' 96.27
lakh. Loss after tax for FY 2024-25 stood at '' 7,631.05 lakh (Previous Year '' 5,138.92 lakh).

For more details on the Consolidated and Standalone performance, please refer to Management
Discussion & Analysis.

3. Management Discussion & Analysis

The Management Discussion & Analysis, as required in terms of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI LODR”) forms part
of this annual report.

4. Business & Strategy

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

(i) Shelf-Life Solutions

(ii) Aroma Ingredients

(iii) Performance Chemicals and

(iv) Health & Wellness

Product portfolio under Shelf-Life Solutions includes basic ingredients such as tert-butylhydroquinone
(TBHQ), Butylated Hydroxyanisole (BHA), Butylated Hydroxytoluene (BHT) & Ascorbyl Palmitate (ASP)
which are primarily manufactured in India and marketed globally through the network of subsidiaries
as well as distribution networks. These products are also used to value add into Blends which are also
part of Shelf-Life Solutions. Blends are included in Shelf-Life Solutions which manufactured by using
inorganic as well as natural & organic inputs. Manufacturing operations of Blends are spread across the
globe viz., India, Mexico, Brazil, USA & Europe. Blends are targeted at Food, Feed, Pet food, Animal
Nutrition and Bio-diesel industries. All these products address the issue of shelf life and allied usages.

Aroma ingredients mainly includes Vanillin, Ethyl Vanillin, Natural Vanillin and some of its combinations.
All these products are manufactured in India at the Dahej manufacturing unit. Company is one of the
largest manufacturers of Methyl Vanillin in the world. These products are marketed globally through
subsidiaries and distribution network and are used by manufacturers of products for Flavor and
Fragrance.

Portfolio of Performance Chemicals includes specialty chemicals such as Hydroquinone (HQ),
Catechol (CAT), Monomethyl Ether of HQ (MEHQ), tert butylcatechol (TBC), Guaiacol, Veratrole, etc.
These products are manufactured in India and are used by pharmaceuticals, petrochemicals, industrial
chemicals, etc.

Products of Health & Wellness are aimed to manufacture algae based products such as Omega 3 fatty
acids at its manufacturing unit of subsidiary in South India. There are good growth prospects for this
businessin the coming years.

For more details of the businesses of the operations of the Company''s subsidiaries, please refer
Management Discussion & Analysis.

5. Finance, Liquidity & Rating

FY 2024-25 was a challenging year for financing and liquidity due to pressure on margins, delayed
ramp up of Aroma products, accumulation of inventory and impairment provisions of investments
and receivables. The Company has however been able to maneuver through the turbulent times by
aggressive working capital management, support from the Shareholders through rights issue and
interim funding through Non-Convertible Debentures.

On a standalone basis, the short-term borrowings increased to '' 26,995.67 lakh as on March 31,
2025, from '' 26,931.59 lakh as on March 31, 2024. The consolidated short-term borrowings stood at
'' 37,734.19 lakh as on March 31, 2025, as compared to '' 32,493.91 lakh as on March 31, 2024. The short¬
term borrowings on the consolidated basis were higher due to higher current maturities of long-term
borrowings and higher utilization of working capital limits at the end of the year.

The long-term borrowings on a standalone basis stood at '' 17,185.96 lakh as on March 31, 2025,
as compared to '' 22,230.80 lakh as on March 31, 2024. While on a consolidated basis, it stood at
'' 26,830.33 lakh and '' 33,271.85 lakh as on March 31, 2025, and March 31, 2024, respectively.

For the year under review, the Company''s rating was reduced by two notches by the rating agency
viz. India Ratings and Research Pvt. Ltd. It is expected that the Company will be in a position to
enhance its rating with improved performance in FY 2025-26 and beyond. The Company as on March
31, 2025 had the following credit rating:

(i) For Term loan: IND BBB/Negative outlook

(ii) For Fund-based limits: IND BBB/Negative outlook/IND A3

(iii) For Non-fund-based limits: IND A3

6. Issue of Debentures

During the year under review, the Company had issued and allotted 10,000 Senior, Secured,
Redeemable, Unlisted, Unrated, Non-Convertible Debentures of face value of '' 100,000 each (“NCDs”)
aggregating for an amount of '' 1,00,00,00,000 on a private placement basis on December 5, 2024.
The funds raised through NCDs have been utilized for working capital requirements and general
corporate purposes of the Company. The said NCDs were subsequently redeemed on February 13,
2025 out of the proceeds from the rights issue.

7. Equity Share Capital

7.1 Authorised Share Capital:

During the year, the Authorised Share Capital of the Company has been increased from '' 18,00,00,000/-
divided into 18,00,00,000 equity shares of '' 1/- each to '' 21,50,00,000/- divided into 21,50,00,000
equity shares of '' 1/- each pursuant to the approval of the Board of Directors and Shareholders of the
Company.

The Authorised Share Capital of the Company stood at '' 21,50,00,000/- divided into 21,50,00,000
equity shares of '' 1/- each as at March 31, 2025.

7.2 CFSL Employees Stock Option Plan 2020 (“ESOP 2020”):

During the year, the Company issued and allotted 30,000 equity shares pursuant ESOP 2020.

7.3 Issue of Equity Shares on Rights Basis:

During the year under review, your Company had issued and allotted 2,04,25,805 fully paid-up equity
shares of face value '' 1 each of the Company at a price of '' 110 per Rights Equity Share (including
share premium of '' 109 per Rights Equity Share), aggregating to '' 2,24,68,38,550 on a rights basis to
the eligible equity shareholders of the Company in the ratio of 5 (five) rights equity shares for every
41 (forty-one) fully paid-up equity shares held by the eligible equity shareholders of the Company.

The said Rights Equity Shares rank pari passu with the existing Equity Shares of the Company in all
respects.

The purpose of the Rights Issue was to raise the necessary capital from its existing shareholders for
prepayment and / or repayment, in full or in part, of certain borrowings availed by the Company and
general corporate purposes as stated in the Letter of Offer dated January 9, 2025.

Out of the total issue size of 2,04,25,805 equity shares, 439 rights equity shares have been kept in
abeyance pending regulatory/other clearances resulting into receipt of subscription amounting to
'' 22,468.87 lakh with respect to 2,04,26,244 right equity shares of face value '' 1 each at a price of
'' 110 per share including share premium of '' 109 per share.

7.4 Issued, Subscribed and Paid-Up Share Capital:

The paid-up equity share capital has been increased from '' 16,74,65,207/- divided into 16,74,65,207
equity shares of '' 1/- each as on March 31, 2024 to '' 18,79,21,012/- divided into 18,79,21,012 equity
shares of '' 1/- each as on March 31, 2025 pursuant to the allotment of equity shares under ESOP 2020
and the rights issue.

8. Non Current Assets & Capital Expenditure

On a standalone basis, the capital expenditure on tangible assets incurred during the year was
'' 1,995.77 lakh while the capital work in progress stood at '' 909.95 lakh as on March 31, 2025.

On a consolidated basis, the capital expenditure on tangible assets incurred during the year was
'' 2,639.72 lakh, while the capital work in progress stood at '' 972.67 lakh as on March 31, 2025.

During the year under review, the non-current assets pertaining to discontinued operations amounting
to '' 15,085.88 lakhs were impaired and provided for in the consolidated financial statements. This
provision has been included under the heading Loss on discontinuing operations.

9. Dividend Distribution Policy

The Board of Directors of the Company has adopted a Dividend Distribution Policy which is available
on the website at https://www.camlinfs.com/investor-relations/home/downloads.

10. Dividend

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

11. Particulars of Loans, Guarantees or Investments

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

12. Transfer to Reserves

In view of losses, the Company has not transferred any amount to General Reserve.

13. Deposits from Public

The Company has not accepted any deposits from the public during the year under review, and as
such, no amount of principal or interest on deposits from public was outstanding as on March 31,
2025.

14. Related Party Transactions

In line with the requirements of the Companies Act, 2013 (the “Act”) and SEBI LODR, as amended
from time to time, the Company has a Policy on Related Party Transactions (RPTs) approved by the
Board for identifying, reviewing, approving and monitoring of RPTs and the same is available on the
Company''s website at https://www.camlinfs.com/investor-relations/home/downloads.

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

During the year under review, the Company did not enter into any contracts or arrangements with related
parties in terms of section 188(i) of the Act and no material RPTs were entered into by the Company.
Accordingly, the disclosure of RPTs as required under section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2024-25 and hence does not form part of this Annual Report.

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

15. Material changes and commitments affecting financial position

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

16. Subsidiary Companies and Associates

During the year under review, the Dresen Quimica SAPI De CV (DQ Mexico) acquired 100% stake in
Vitafor Invest NV, Belgium and its underlying subsidiaries/associates namely Addi-Tech NV (100%);
Vitafor NV (100%); Vitafor China Ltd. (100%); Europe Bio Engineering BV (100%) and Vial Sarl (45%
held by Vitafor NV) for a consideration of Euro 1.

During the year under review, the management of Vitafor Invest NV submitted an application for
the liquidation of Europe Bio Engineering BV in Belgium effective from December 31, 2024. This
subsidiary was already non-operational at the time DQ Mexico acquired a stake in Vitafor Invest
NV. Europe Bio Engineering BV has no employees, revenues, assets, or third-party liabilities. The
liquidation was approved by the appropriate authorities in Belgium on March 21, 2025.

CFS De Mexico Blends, S.A.P.I. DE C.V., incorporated in Mexico, a wholly owned subsidiary of the
Company and DQ Mexico duly executed a Merger Deed dated March 24, 2025 wherein, both the
companies have agreed to effect the merger with retrospective effect from February 28, 2025, in
accordance with the applicable law whereby the former will reverse merge into later, the merger was
approved by the appropriate authorities in Mexico on May 21, 2025.

The Vanillin manufacturing facility of our subsidiary, CFS Wanglong Flavors (Ningbo) Co. Ltd., Yuyao,
China was under shutdown since February 19, 2021 due to a legal action against our JV partner. Since
there are no chances of revival of this facility for any alternate use, it has been decided to close the
operations and consider liquidation of this subsidiary. Upon liquidation the net receivables amounting
to '' 5,941.52 lakh, which have been already provided, will be written off. Accordingly, an appropriate
provision for impairment of assets has been made in standalone and consolidated financial statements
in FY 2024-25. The results of these operations are also disclosed as discontinued operations.

The Company has 21 Subsidiaries (including Step-down subsidiaries) and 1 Associate of Step-down
subsidiary as on March 31, 2025. The changes in subsidiaries during the year has been included in the
Standalone financial statements of the Company.

The Policy for Determining Material Subsidiaries is disclosed on the Company''s website and the
weblink for the same is https://www.camlinfs.com/investor-relations/home/downloads.

17. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries / associates for FY 2024¬
25 are prepared in compliance with the applicable provisions of the Act and as stipulated under
Regulation 33 of the SEBI LODR as well as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated
Financial Statements together with the Auditor''s Report thereon form part of this Integrated Annual
Report.

Further, a statement containing the salient features of the financial statement of our subsidiaries in
the prescribed format AOC-I is appended to the financial statements. The statement also provides
details of the performance and financial position of each of the subsidiaries, along with the changes
that occurred during the FY 2024-25.

Though, the copies of Financial Statements of the subsidiaries have not been attached to the financial
statements of the Company. These documents will be made available upon request by any member
of the Company and also shall be available for inspection at the registered office of the Company
during business hours on working days of the Company up to the date of the ensuing Annual General
Meeting. Further, the accounts of the subsidiaries shall also be uploaded on the Company''s website
and the weblink for the same is https://www.camlinfs.com/investor-relations/home/subsidiaries
financials.

18. Human Resource:

Our employees are our most important asset in our business. The current business environment is
constantly prone to rapid evolution by technological advancement and dynamic economic factors
which emphasizes this importance.

The Company persists with its approach of emphasizing the importance of the management, assistance
and engagement of Human Resources with concentration on the critical functions such as policy
administration, process of recruitment, administration of benefit, regulatory framework, orientation,
continuing training and development, employee engagement and relation, employee well being and
assistance and welfare schemes. Well-being programs remain the focus area which are continuously
addressed through medical assistance, health & wellness programs and individual developments.

Human Capital of the Standalone Company:

Direct Employees : 661

Female Employees : 44

Employee Benefit Expenses : '' 7,248.10 lakh

18.1 Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is
annexed herewith as “Annexure A”.

18.2 Employee Stock Option Scheme

The details of the employee stock option scheme(s) /plan, including the terms of reference, and the
requirement as stipulated under SEBI Guidelines as at March 31, 2025 is given in “Annexure B” to this
report. Further, the details of these scheme / plan also form part of the Notes to Financial statements
in this Annual Report.

19. Corporate Governance & Compliance

19.1 Corporate Governance Report

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

19.2 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism through a Whistle Blower Policy which enables communication
of concerns on illegal, unethical practices as well as fraud and mismanagement, if any. The objective
of the said policy is to explain and encourage the directors and individual employees to freely 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. The Whistle Blower Policy
is disclosed on the Company''s website and the web link for the same https://www.camlinfs.com/
investor-relations/home/downloads.

19.3 Prevention of Sexual Harassment:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Committee at its
operational locations to address complaints against sexual harassment in accordance with the POSH
Act. The Company has conducted programme to build awareness in this area. Further, there were no
reported cases/complaints filed under the POSH Act during the year under review.

19.4 Risk Management Policy

The Risk Management Policy of the Company provides a risk management framework to identify and
assess risks such as operational, financial, regulatory and such other risks.

Some of the risks identified are set out the paragraph on “Risks and Concerns” in the Management
Discussion & Analysis which forms part of this Annual Report.

19.5 Secretarial Standards

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

19.6 Number of Meetings of the Board

During the year, the Board met 8 (Eight) times. The details of the same along with other Committee''s
of the Board are given in the Corporate Governance Report. The intervening gap between the Board
Meetings was within the period prescribed under the Act.

19.7 Declaration by independent directors

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

19.8 Board Evaluation

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

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

The aforesaid policy, terms as well as evaluation criteria is disclosed on the Company''s website at
https://www.camlinfs.com/investor-relations/home/downloads.

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

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

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

19.9 Familiarisation programme for the Directors

The details of familiarisation programmes held for the directors are disclosed on the Company''s website
and the weblink for the same is https://www.camlinfs.com/investor-relations/home/downloads.

19.10 Directors and Key Managerial Personnel

As on March 31, 2025, the Board comprised of three Executive Directors, three Non-Executive
Non-Independent Directors and six Non-Executive Independent Directors.

The following changes have taken place in the Directors during the year under review and up to the
date of this report.

Ms. Sutapa Banerjee (DIN: 02844650) completed her tenure as an Independent Director and ceased
to be Director of the Company w.e.f. February 6, 2025, on completion of 5 years of her appointment.
The Company places on record its appreciation for her contribution and guidance during her tenure
as Independent Director.

Mr. Abeezar Faizullabhoy (DIN: 0026422) and Ms. Radhika Dudhat (DIN: 00016712) were appointed
as Independent Directors for a period of five years with effect from February 4, 2025 and March 12,
2025 respectively. Mr. Jens Van Nieuwenborgh (DIN: 07638244) was appointed as Non-Executive
Non-Independent Director with effect from March 12, 2025. Their appointments were approved by the
shareholders through postal ballot which was concluded on April 23, 2025.

Mr. Arjun Dukane (DIN: 06820240) and Ms. Anagha Dandekar (DIN: 07897205), are retiring by
rotation at the ensuing 32^nd Annual General Meeting and being eligible have offered themselves for
re-appointments. On the recommendation of the Nomination and Remuneration. Committee, the
Board of Directors at its meeting held on May 23, 2025, has recommended their re-appointments at
the ensuing Annual General Meeting.

Mr. Harsha Raghavan (DIN: 01761512) will complete his term of 5 years as a Non-Executive Non¬
Independent of the Company on August 09, 2025 and being eligible, has offered himself for re¬
appointment. On the recommendation of the Nomination and Remuneration. Committee and the
Board of Directors, at its meeting held on May 23, 2025, the proposal for re-appointment of Mr.
Harsha Raghavan as Non-Executive Non-Independent Director of the Company being liable to retire
by rotation with effect from August 10, 2025 is being included in the Notice of ensuing 32^nd Annual
General Meeting for the approval of the shareholders.

As required under the SEBI LODR, particulars of Directors seeking re-appointment at the ensuing
Annual General Meeting have been given under Corporate Governance Report and in the Notice of
the 32^nd Annual General Meeting.

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

The Board is of the opinion that all Directors including the Independent Directors of the Company
possess requisite qualifications, integrity, expertise and experience in the fields of science and
technology, strategy, finance, governance, human resources, safety, sustainability, etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the
Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

In terms of the provisions of Section 2(51) and Section 203 of the Act, in addition to the Executive
Directors, the following are the KMP of the Company as on March 31, 2025:

• Mr. Santosh Parab, Chief Financial Officer

• Mr. Rahul Sawale, Company Secretary & VP - Legal

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

19.11 Committees of the Board

As on March 31, 2025, the Board had 5 mandatory committees: (a) Audit Committee; (b) Nomination
and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social
Responsibility Committee; and (e) Risk Management Committee. All the committees are well
represented by participation of the Independent Directors.

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

19.12 Internal financial controls and their adequacy

Internal financial control systems of the Company are commensurate with its size and the nature of
its operations. These have been designed to provide reasonable assurance with regard to recording
and providing reliable financial and operational information, complying with applicable accounting
standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions
with proper authorization and ensuring compliance of corporate policies. The Company has a well-
defined delegation of authority with specified limits for approval of expenditure, both capital and
revenue. The Company uses an established Enterprise Resource Planning (ERP) system to record
day-to-day transactions for accounting and financial reporting.

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

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

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

19.14 Reporting of Frauds

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

19.15 Reporting of Frauds by employees of subsidiary:

During the year under review, the management of Britec SA, a wholly owned step-down subsidiary
incorporate in Guatemala, based on the internal assessment and review, detected embezzlement by
an employee of that subsidiary in the bank accounts aggregating to '' 640.48 lakh.

There is no direct impact of the above on the Company on standalone financial statements. However,
adequate provision for the entire loss is made in the consolidated financial statements for the quarter
and year ended March 31, 2025. The management of the subsidiary is in the process of taking an
appropriate legal action against the aforesaid employee as per the local statute.

19.16 Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025, is available on the Company website on https://www.camlinfs.com/investor-relations/home/
annual return.

19.17 Investor Education and Protection Fund (IEPF)

The Company has not declared any dividend since the FY 2016-17. In terms of section 124(5) of the
Act, the dividend amount which remained unclaimed for a period of 7 years have been transferred to
the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, in
terms of section 124(6) of the Act, in case of shareholders whose dividends are unpaid for a continuous
period of 7 years, their corresponding shares have also been transferred to the IEPF demat account.

However, shareholders can claim back their shares and unclaimed dividends transferred to the IEPF
by following the prescribed procedure under the IEPF Rules. The shareholder/claimant post obtaining
Entitlement Letter from the Company must make an online application to the IEPF Authority in e-Form
No. IEPF-5 (available at www.iepf.gov.in) and submit the necessary document to the Company.

The details of the year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid
dividend account up to the year, and the corresponding shares, which are transferred, are uploaded on
the Company''s website at https://www.camlinfs.com/investor-relations/home/unclaimed dividend.

19.18 Directors Responsibility Statement

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

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the Act
have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the
year ended on that date;

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

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

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

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

20. Auditors & Audit Reports:

20.1 Statutory Auditors

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

The report of the Statutory Auditors along with notes to Schedules is a part of this Integrated Annual
Report. There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.

20.2 Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the
Company is required to prepare, maintain as well as have the audit of its cost records conducted by
a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The
Board, on the recommendation of the Audit Committee has appointed M/s. ABK & Associates, Cost
Accountants (Firm Registration No. 000036) as the Cost Auditors of the Company for FY 2025-26.

M/s. ABK & Associates have confirmed that they are free from disqualification specified under Section
141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment
meets the requirements of the Act. They have further confirmed their independent status and an
arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Shareholders in
a General Meeting for their ratification. Accordingly, a resolution seeking Shareholders ratification
for the remuneration payable to M/s. ABK & Associates, forms part of the Notice of the 32^nd Annual
General Meeting forming part of this Integrated Annual Report.

20.3 Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, M/s. JHR & Associates, Practicing
Company Secretaries (Firm Registration No. S2015MH296800) were appointed as Secretarial Auditors
of the Company to carry out the secretarial audit for FY 2024-25. The report of the Secretarial Auditors
for FY 2024-25 is enclosed as “Annexure C” forming part of this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditors in their Report.

The Certificate of the compliance with Corporate Governance requirements by the Company for the
financial year ended March 31, 2025, issued by the Practicing Company Secretaries is also attached to
the Report on Corporate Governance.

The Secretarial Auditor''s certificate on the implementation of ESOP schemes in accordance with
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available for
inspection as per the Notice of the ensuing 32^nd Annual General Meeting.

Further in terms of Section 204 of the Act, Rules made thereunder and Regulation 24A of SEBI LODR
the Company recommends the appointment of M/s. JHR & Associates as Secretarial Auditor of the
Company to hold office for a term of 5 consecutive years to conduct secretarial audit and provide
other allied certification / permitted services for FY 2025-26 to FY 2029-30. They have confirmed their
eligibility and qualifications required under the Act and SEBI LODR for holding office as Secretarial
Auditors of the Company.

The appointment and remuneration payable to the Secretarial Auditors is required to be approved by
the Shareholders in a General Meeting. Accordingly, a resolution seeking Shareholders approval for
appointment and the remuneration payable to M/s. JHR & Associates, forms part of the Notice of the
32^nd Annual General Meeting forming part of this Integrated Annual Report.

21. Corporate Social Responsibility (CSR)

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

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

During the FY 2024-25, the Company has spent the entire amount of '' 35.00 lakh towards CSR
activities through NGO operating in the said areas. The Annual Report on CSR activities forming part
of this Board''s report is annexed herewith as “Annexure D”.

The CSR Policy may be accessed on the Company''s website at the link https://www.camlinfs.com/
investor-relations/home/downloads.

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

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

23. Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and Sustainability
Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the
prescribed format is available as a separate section of the Annual Report.

24. General

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

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

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

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

d) There is no application made or proceedings pending under the Insolvency and Bankruptcy
Code, 2016.

e) There was no instance of one-time settlement with any Bank or Financial Institution.

25. Acknowledgements:

The Directors appreciate the hard work, dedication and commitment of all its employees including
the workmen and contractual labour at our various manufacturing units.

The Directors also acknowledge the support extended by and would thank the financial institutions,
banks, government authorities especially GST authorities, the Reserve Bank of India, SEBI, Pollution
Control Boards, Dahej SEZ Authority as well as State Governments of Maharashtra and Gujarat and
its various departments, customers, vendors and other stakeholders for their continued support and
co-operation.

For & On behalf of the Board

Ashish Dandekar
Chairman & Managing Director

Place : Mumbai
Date : May 23, 2025

---

Mar 31, 2024

The Directors hereby present the 31^st Annual Report of Camlin Fine Sciences Limited (the “Company” or “CFS”) along with the Audited Financial Statement for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries and associate has been referred to wherever required.

1. Financial Results

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	77,326.21	78,943.57	161,306.20	1,68,156.40
Other Income	1,888.26	2,883.18	1,555.64	579.93
Earnings before Interest, Tax, Depreciation & Amortisation	2,712.94	12,755.76	11,338.19	21,310.96
Less: Finance Cost	5,432.60	5,694.24	6,030.49	5,850.48
Less: Depreciation & Amortisation expenses	4,939.00	3,282.10	7,860.61	6,251.21
Less: Share of Loss of associate	-	-	-	-
(Loss) / Profit before exceptional item and tax	(5,770.40)	6,662.60	(4,943.95)	9,005.54
Less: Exceptional Items	192.84	-	4,980.40	967.84
Less: Tax Expenses	(824.32)	1,907.13	563.16	4,056.66
(Loss) / Profit After Tax	(5,138.92)	4,755.47	(10,487.51)	3,981.04
Other Comprehensive Income net of tax	(4.46)	(65.96)	1,796.41	2,023.15
Total Comprehensive Income for the Year	(5,143.38)	4,689.51	(8,691.10)	6,004.19

2. Performance Review and State of Company’s Affairs

On a consolidated basis, the revenue from operations was '' 161,306.20 lakh in FY 2023-24 as compared to '' 1,68,156.40 lakh in FY 2022-23. The loss after tax & exceptional items was at '' 10,487.51 lakh in FY 2023-24 as compared to profit after tax & exceptional items of '' 3,981.04 lakh in FY 2022-23.

On a standalone basis, the revenue from operations was '' 77,326.21 lakh in FY 2023-24 as compared to '' 78,943.57 lakh in FY 2022-23. The loss after tax & exceptional items was at '' 5,138.92 lakh in FY 2023-24 as compared to profit after tax & exceptional items of '' 4,755.47 lakh in FY 2022-23.

The revenues and consequently margins were impacted due to global weak demand and predatory pricing by Chinese manufacturers in the Company''s businesses of performance chemicals and Aroma products. Further, the temporary shutdown of Diphenol Plant in CFS Europe SpA, Italy which led to reduction in revenue, gross margins and adverse impact on the EBITDA margins. Though the Company improved its volume in the shelf-life solutions products, the pricing headwinds has severely impacted the gross margins and consequently the profitability margins. The delay in stabilisation and lower capacity utilisation of Vanillin manufacturing plant in Dahej also contributed adversely on the revenues and profitability margins.

The Consolidated results were also impacted by impairment provisions on account of subsidiaries in Europe and China amounting to '' 4,980.40 lakh.

3. Management Discussion and Analysis

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

4. Business & Strategy

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

(i) Shelf-Life Solutions

(ii) Aroma Ingredients

(iii) Performance Chemicals and

(iv) Health & Wellness

Your Company commenced production at its composite Vanillin manufacturing facility in Dahej on January 2023. The commercialization of the project faced teething issues on product stabilization in the early part of the year. The commercialization also faced the onslaught from Chinese manufacturers on two counts, excessive supply and predatory pricing. Your Company has rejigged its strategy and has commenced sale of Vanillin at the current prices which has resulted in loss of margin both on sale as well as marking the inventory at realizable value. Your Company had also rationalized the production to match the excessive supply with the best product available in the market.

The shelf life solution business has shown remarkable growth in all geographies. The business in the American continent, especially in USA, has been stellar, with new client acquisition, innovation in product and enhanced customer service. Your Company is confident to keep the growth profile at a high rate in these geographies in the future.

5. Finance, Liquidity & Rating

The year under review was a challenging year for financing and liquidity due to pressure on margins, lack of growth in revenues and accumulation of inventory. The Company has been however able to manoeuvre through the difficult times by efficient working capital and debt maturity management. The short-term borrowings increased to '' 23,336.38 lakh as on March 31, 2024, from '' 21,968.21 lakh as on March 31, 2023, on a standalone basis. The consolidated short-term borrowing stood at '' 23,346.16 lakh as on March 31, 2024, as compared to '' 23,328.35 lakh as on March 31, 2023.

The long-term borrowings on a standalone basis stood at '' 25,826.01 lakh as on March 31, 2024, as compared to '' 38,465.71 lakh as on March 31, 2023. While on a consolidated basis, it stood at '' 42,419.60 lakh and '' 54,630.28 lakh as on March 31, 2024, and March 31, 2023, respectively.

The reduction was mainly on account of conversion of FCCB into equity as stated in Point 6 of this report.

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

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

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

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

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

6. Equity Share Capital

During the year, the Company issued and allotted 1,00,225 equity shares pursuant to ESOP 2018 and 12,500 equity shares pursuant to ESOP 2020.

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

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

On April 17, 2023, the Infinity Direct Holdings (“Acquirer 1”) and Infinity Direct Holdings Sidecar I (“Acquirer 2”) (collectively referred to as the “Acquirers”) along with Infinity Holdings (“PAC 1”), Anfima Nv (“PAC 2”) and one of the promoters of the Company, Mr. Ashish Dandekar (“PAC 3”), in the capacity of persons acting in concert (collectively referred to as “PACS”) have entered into the Voting and Cooperation Agreement which sets out the common objective of the Acquirers and PACs, on and from the completion of the Open Offer and payment of the Offer Price to the Eligible Public Shareholders who have tendered their Equity Shares in the Open Offer at a price of '' 160/- (Rupees One Hundred Sixty Only) per Offer Share (“Offer Price”) as per the SEBI (SAST) Regulations, of pooling their shares and voting rights in the Company together in order to jointly exercise control over the Company.

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

The Agreement and the shareholding pattern is available on the Company''s website at www.camlinfs. com.

7. Capital Expenditure

On a consolidated basis, the capital expenditure on tangible assets incurred during the year was '' 4,196.86 lakh. Total expenditure under capital work in progress as on March 31, 2024 was '' 4,556.45 lakh as compared to '' 4,083.62 lakh as on March 31, 2023.

8. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy which was approved by the Board in its meeting held on May 28, 2021. The policy is hosted on the website at https^www.camlinfs.com/ investor-relations/home/downloads.

9. Dividend

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

10. Particulars of Loans, Guarantees or Investments

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

11. Transfer to Reserves

In view of losses, the Company has not transferred any amount to General Reserve.

12. Deposits from Public

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

13. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and SEBI LODR, as amended from time to time, the Company has a policy on Related Party Transactions (RPTs) approved by the Board for identifying, reviewing, approving and monitoring of RPTs. The policy on the related party transaction was revised pursuant to the amendment of SEBI LODR and the same is available on the Company''s website at https://www.camlinfs.com/investor-relations/home/downloads.

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

The Company did not enter into any contracts or arrangements with related parties in terms of section 188 (i) of the Companies Act and no material RPTs were entered into by the company during the year under review. Accordingly, the disclosure of RPTs as required under section 134 (3)(h) of the Act in Form AOC-2 is not applicable to the company for FY 2023-24 and hence does not form part of this Annual Report.

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

14. Material changes and commitments affecting financial position

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

15. Subsidiary Companies and Associates

The Company has 18 subsidiaries as on March 31, 2024. During the year under review no companies have become or ceased to be joint ventures or associate companies of the Company.

During the year under review, the Dresen Quimica SAPI De CV and its subsidiaries became the 100% subsidiaries of the Company against the 98.50% stake.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-I is appended to the financial statements. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred during the financial year 2023-24.

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

The Policy for Determining Material Subsidiaries is disclosed on the Company''s website and the weblink for the same is https://www.camlinfs.com/investor-relations/home/downloads.

16. Human Resource:

Human Resource remains the most important asset in the current business environment which is constantly prone to rapid evolution by technological advancement and dynamic economic factors.

The Company persists with its approach of emphasising the importance of the management, assistance and engagement of Human Resources with concentration on the critical functions such as policy administration, process of recruitment, administration of benefit, regulatory framework, orientation, continuing training and development, employee engagement and relation, employee well being and assistance and welfare schemes. Well being programs remain the focus area which are continuously addressed through medical assistance, health & wellness programs and family interactions.

Human Capital of the Company:

Direct Employees : 624 Female Employees : 43 Employee Benefit Expenses : '' 6,594.84 lakh

16.1 Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as “Annexure A”.

16.2 Employee Stock Option Scheme

The details of the employee stock option scheme(s) /plan, including the terms of reference, and the requirement as stipulated under SEBI Guidelines as at March 31, 2024 is given in “Annexure B” to this report. Further, the details of these scheme / plan also form part of the Notes to Financial statements in this Annual Report.

17. Corporate Governance17.1 Corporate Governance Report

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

17.2 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the said policy is to explain and encourage the directors and employees to freely 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. The Whistle Blower Policy is disclosed on the Company''s website and the web link for the same https://www.camlinfs.com/investor-relations/home/downloads.

17.3 Sexual Harassment of Women at Workplace:

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

17.4 Risk Management Policy

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

Refer to the paragraph on “Risks and Concerns” of the Management Discussion and Analysis for additional details.

17.5 Secretarial Standards

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

17.6 Number of Meetings of the Board

During the year, the Board met 7 (Seven) times. The details of the same along with other Committee''s of the Board are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

17.7 Declaration by independent directors

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

17.8 Board Evaluation

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

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

The aforesaid policy, terms as well as evaluation criteria is disclosed on the Company''s website at https://www.camlinfs.com/investor-relations/home/downloads.

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

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

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

17.9 Familiarisation programme for the Directors

The details of familiarisation programmes held for the directors are disclosed on the Company''s website and the weblink for the same is https://www.camlinfs.com/investor-relations/home/ downloads.

17.10Directors - Appointments / Re-appointments

Ms. Anagha Dandekar (DIN: 07897205) and Mr. Harsha Raghavan (DIN: 01761512) are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointments. The Board on the recommendation of the Nomination and Remuneration Committee recommends their re-appointments.

The Members at 28^th Annual General Meeting held on July 20, 2021, had approved the appointment of Mr. Ashish Dandekar (Chairman and Managing Director), Mr. Nirmal Momaya (Managing Director) and Mr. Arjun Dukane (Executive Director - Technical) for the period of 3 years. As the present term of their appointment ends, resolutions for renewal of their appointments are being placed before the members for approval at the ensuing Annual General Meeting.

The Board of Directors at its meeting held on May 20, 2024, upon recommendation of the Nomination and Remuneration Committee, has proposed the re-appointment of Mr. Amol Shah (DIN: 00171006), as an Independent Director on the Board of the Company for the second term of 5 (five) consecutive years. Being eligible and offering himself for re-appointment, resolution is being placed before the Members for approval at the ensuing Annual General Meeting.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), particulars of Directors seeking reappointment at the ensuing General Meeting have been given under Corporate Governance Report and in the Notice of the 31^st Annual General Meeting.

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

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

17.11 Directors - Resignations / Retirements

During the year under review, Mr. Sarvjit Bedi, Non-Executive Director resigned w.e.f. April 19, 2023 due to preoccupation and other commitments.

The Board placed on record its appreciation for the service rendered by Mr. Sarvjit Bedi during his tenure as Director.

17.12 Change in the Key Managerial Personnel of the Company

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

17.13 Committees of the Board

As on March 31, 2024, the Board had 6 mandatory committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; (e) Compensation Committee; and (f) Risk Management Committee. All the committees are well represented by participation of the Independent Directors.

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

17.14Internal financial controls and their adequacy

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

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

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

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

17.16 Reporting of Frauds

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

17.17 Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the company website on https://www.camlinfs.com/investor-relations/ home/annual_return.

17.18 Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred the unclaimed dividend of '' 5.89 lakh to the Investor Education and Protection Fund.

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

17.19 Directors’ Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date;

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

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

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

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

18. Auditors & Audit Reports:18.1 Audit Reports

• The Statutory Auditors Report on the Financial Statements for the financial year ended March 31, 2024, does not contain any qualification, reservations or adverse remarks, except emphasis of matter concerning the issues emanating from the Order of Supreme Court of People of China which is self-explanatory and adequately addressed in the financial statements.

• The Report of the Secretarial Audit is annexed herewith as “Annexure C”. The observations and suggestions, if any, given in the Secretarial Audit Report were duly considered.

• The Certificate of the compliance with Corporate Governance requirements by the Company for the financial year ended March 31, 2024, issued by the Practicing Company Secretaries is attached to the Report on Corporate Governance.

• The Secretarial Auditor''s certificate on the implementation of ESOP schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available for inspection as per the Notice of the ensuing Annual General Meeting.

18.2 Statutory Auditors

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

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

18.3 Secretarial Auditors

Company has appointed JHR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025.

18.4 Cost Records & Cost Auditors

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

The Company has appointed M/s. ABK & Associates (Firm Registration No. 000036) as Cost Auditors to audit cost records of the Company for the financial year 2024-25. The remuneration payable to the Cost Auditors is subject to ratification of the Members at the ensuing Annual General Meeting. Accordingly, the necessary resolution for ratification of the remuneration payable to M/s. ABK & Associates to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the ensuing Annual General Meeting of the Company and the resolution is recommended for your approval.

19. Corporate Social Responsibility (CSR)

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

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

During the Financial Year 2023-24, the Company has spent the entire amount of '' 88.00 lakh towards CSR activities through NGO operating in the said areas. The Annual Report on CSR activities forming part of this Board''s report is annexed herewith as “Annexure D”.

The CSR Policy may be accessed on the Company''s website at the link https^www.camlinfs.com/ investor-relations/home/downloads.

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

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

21. Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report.

22. General

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

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

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

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

d) There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

e) There was no instance of one-time settlement with any Bank or Financial Institution.

23. Acknowledgements:

The Directors appreciate the hard work, dedication and commitment of all its employees including the workmen and contractual labour at our various manufacturing units.

The Directors also acknowledge the support extended by and would thank the financial institutions, banks, government authorities especially GST authorities, the Reserve Bank of India, SEBI, Pollution Control Boards, Dahej SEZ Authority as well as State Governments of Maharashtra and Gujarat and its various departments, customers, vendors and other stakeholders for their continued support and co-operation.

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Mar 31, 2022

Your Directors are pleased to present the Twenty-ninth Annual Report of Camlin Fine Sciences Limited (the "Company” or "CFS”) along with the Audited Financial Statement for the financial year ended March 31, 2022. The consolidated performance of the Company and its subsidiaries and associate has been referred to wherever required.

1. FINANCIAL RESULTS

('' in Lakh)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	68,550.81	60,004.83	1,41,208.91	1,18,710.31
Other Income	1,870.44	546.83	3,303.42	498.42
Earnings before Interest, Tax, Depreciation & Amortisation	7,748.23	6,187.27	15,280.84	18,193.34
Less: Finance Cost	3,342.68	3,253.65	3,576.61	3,752.77
Less: Depreciation & Amortisation expenses	2,668.28	1,928.30	5,596.47	4,429.42
Less: Share of Profit/ Loss of associate	-	-	(13.33)	0.06
Profit before exceptional item and tax	3,607.71	1,552.14	9,397.85	10,509.63
Less: Exceptional Item	-	50.32	-	-
Less: Tax Expenses	1,020.73	673.70	3,360.66	3,973.83
Profit After Tax	2,586.98	828.12	6,03719	6,535.80
Other Comprehensive Income net of tax	(15.16)	(3797)	(776.56)	11,350.04
Total Comprehensive Income for the Year	2,571.82	790.15	5,260.63	17,885.84

2. PERFORMANCE REVIEW AND STATE OF COMPANY’S AFFAIRS2.1. Consolidated

On a consolidated basis, revenue from operations increased from '' 118,710.31 Lakh in FY 2020-21 to '' 141,208.91 Lakh in FY 2021-22. The growth in the revenue was achieved despite closure of the Company''s Vanillin manufacturing unit in China and hence no Vanillin sales during the year The revenue from performance chemicals and shelf-life solutions showed robust growth which was further fueled by increase in sale prices. Profit before exceptional items was at '' 9,39785 Lakh in FY 2021-22 as compared to '' 10,509.63 Lakh FY 2020-21. Despite robust growth in the topline, profit before tax was adversely impacted due to unprecedented increase in costs, especially, raw materials, logistics and power and fuel. The adverse impact was aggravated in the last quarter mainly due to the impact of the Russia-Ukraine crisis on the operations of the European subsidiary.

2.2. Standalone

On a standalone basis, revenues grew to '' 68,550.81 Lakh in FY 2021-22 from '' 60,004.83 Lakh in FY 2020-21. The quantum leap in revenue was triggered by stabilization and optimum capacity utilization of Diphenol manufacturing unit in Dahej. This resulted in increased throughput and corresponding increase in revenues from downstream products of Diphenol. Profit before tax accordingly improved to '' 3,60771 Lakh in FY 2021-22 from '' 1,552.14 Lakh in FY 2020-21.

3. MANAGEMENT DISCUSSION AND ANALYSIS

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

4. BUSINESS & STRATEGY

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

(i) Shelf-Life Solutions

(ii) Aroma Ingredients

(iii) Performance Chemicals and

(iv) Health & Wellness

The Company''s Diphenol Plant at Dahej achieved 100% capacity utilisation in September 2021. Post the year end, in May 2022, Company has carried out debottlenecking of the Dahej Diphenol facility whereby the capacity is expected to increase from the existing 10,000 MTPA to 15,000 MTPA. This will enable the company to widen its downstream products, de-risking the existing business verticals and developing natural ingredients as a parallel to the existing portfolio.

As a part of developing the portfolio of natural ingredients, your company acquired a company based in the southern part of India, namely, AlgalR Nutrapharms Private Limited (AlgalR) which manufactures oils containing Omega-3 fatty acids. The company has initiated process stabilisation and increasing the product basket of AlgalR.

The capital investment program for erection of Vanillin plant with a capacity of 6,000 MT in Dahej is nearing completion. We have started trial runs in the plant in the month of May 2022 and the commercial production is likely to commence from July 2022.

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

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

5. FINANCE, LIQUIDITY & RATING

The year under review has been challenging with respect to liquidity, cash flows and working capital due to the high inflationary trends, elongation of operating cycles because of the pandemic, and logistical issues. Despite increase in operations, Company has been able to maintain the working capital requirement at reasonable levels. The short-term borrowings decreased to '' 17,964.19 Lakh as on March 31, 2022, from '' 20,074.04 Lakh as on March 31, 2021, on a standalone basis. The consolidated short-term borrowing stood at '' 18,034.55 Lakh as on March 31, 2022, as compared to '' 21,690.49 Lakh as on March 31, 2021.

During the year under review, for our capital investment program for the erection of the Vanillin plant in Dahej, the company completed the first phase of financing by drawing Tranche 2 of ECB from International Finance Corporation amounting to USD 10 Million ('' 7,519.50 Lakh). Tranche 1 of USD 5 Million ('' 3,611 Lakh) was drawn in March 2021.

The Company also financed the acquisition of 33.5% non-controlling interest in Dresen Quimica S.A.P.I. de C.V., our blends manufacturing subsidiary in Mexico with local finance of USD 8.5 Million ('' 6,344.80 Lakh)

As a result of the above, the long-term borrowings on a standalone basis stood at '' 26,801.89 Lakh as on March 31, 2022, as compared to '' 17,220.03 Lakh as on March 31, 2021. While on a consolidated basis, it stood at ''

44,224.06 Lakh and '' 32,099.85 Lakh as on March 31, 2022, and March 31, 2021, respectively.

Despite the global disruptions due to the COVID 19 pandemic, the Company''s ratings improved during the year under review. As on March 31, 2022, the Company had the following credit ratings:

(i) For Term loan the rating improved from BBB /Stable to IND A-/Stable

(ii) For Fund-based limits, the rating improved from BBB /Stable/IND A2 to IND A-/Stable/IND A2

(iii) For Non-fund-based limits the rating improved from IND A2 to IND A2

6. EQUITY SHARE CAPITAL

On July 25, 2020, the members of the Company approved preferential allotment of 3,55,00,000 (Warrants) to Infinity Holdings and Infinity Direct Holdings (the "Investors”) where each warrant is convertible into one equity share of the Company of face value of '' 1/- each.

On September 17, 2020, the Company allotted preferential warrants to the afore-mentioned two investors as follows: (a) 1,00,00,000 warrants to Infinity Holdings (IH) and 2,55,00,000 warrants to Infinity Direct Holdings (IDH) at an issue price of '' 47.89/- per warrant aggregating to '' 17,000.95 Lakh. The Investors subscribed to the warrants by paying an amount equivalent to 33% of the issue price i.e., '' 5,610.31 Lakh at the time of allotment of the said warrants. As per SEBI regulations, the Warrants were to be exercised any time before the expiry of 18 (Eighteen) months from the date of allotment of the Warrants.

On November 24, 2020, Infinity Direct Holdings exercised its option to convert 61,50,000 warrants into equivalent number of equity shares of the Company. On November 17, 2020 , IDH paid the balance 67% amount of '' 1,973. 30 Lakh subsequent to which the Company issued 61,50,000 equity shares to IDH after complying with the necessary formalities.

On February 23, 2022, Infinity Direct Holdings and Infinity Holdings exercised their options to convert 1,93,50,000 and 100,00,000 warrants into equivalent number of equity shares of the Company. During the year under review, IDH and IH paid the balance 67% amount of '' 6,208.70 Lakh and '' 3,208.64 Lakh subsequent to which the Company issued 1,93,50,000 and 100,00,000 equity shares to IDH and IH after complying with the necessary formalities.

Further during the year, the Company also issued 1,35,775 equity shares pursuant to ESOP 2018.

7. CAPITAL EXPENDITURE

During the year on a consolidated basis, the capital expenditure on tangible assets amounted to '' 4,634.96 Lakh.

As on March 31, 2022, the capital work in progress stood at '' 21,471.10 Lakh on a consolidated basis, which included '' 18,912.37 Lakh for the Vanillin plant being erected at Dahej.

8. DIVIDEND DISTRIBUTION POLICY

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

9. DIVIDEND

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

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

11. TRANSFER TO RESERVES

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

12. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet except for unclaimed and unpaid deposits amounting to '' 4.83 Lakh (including interest of '' 2.53 Lakh) pertaining to previous years.

13. RELATED PARTY TRANSACTIONS

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

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

The Company did not enter into any contracts or arrangements with related parties in terms of Sec. 188 (i) of the Companies Act and no material RPTs were entered into by the company during the year under review. Accordingly, the disclosure of RPTs as required under section 134 (3)(h) of the Act in Form AOC-2 is not applicable to the company for FY 2021-22 and hence does not form part of this Annual Report.

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

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

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

15. SUBSIDIARY COMPANIES AND ASSOCIATES

During the financial year under review, AlgalR NutraPharms Private Limited and CFS De Mexico Blends SAPI De CV have become subsidiaries and Fine Lifestyle Brands Limited has ceased to be a Associate of the Company.

Company has 17 subsidiaries as on March 31, 2022. At the beginning of the year, we had 15 subsidiaries and 1 associate company. The changes in subsidiaries and associates during the year has been included in the Standalone financial statements of the Company.

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

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

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

16. HUMAN RESOURCE:16.1 Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as "Annexure A”.

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

16.2 Employee Stock Option Scheme

Pursuant to the approval accorded by the members in the Annual General Meeting held on August 13, 2018, the Company can issue and allot up to 15,00,000 (Fifteen Lakh) equity shares of '' 1/- each at the exercise price which shall be at the maximum 20% (twenty percent) discount of the market price of the equity shares on the Stock Exchange(s) on the date of grant of Options under the CFS Employees Stock Option Scheme, 2018 ("CFSL ESOP 2018”). The applicable disclosure as stipulated under SEBI Guidelines as at March 31, 2022 is given in "Annexure B” to this report.

Further, on July 25, 2020, pursuant to the approval of the members in the Extra Ordinary General Meeting, the Company can issue and allot up to 44,00,000 (Forty Four Lakh) equity shares of '' 1/- each at the exercise price which shall be at the market price of the equity shares on the Stock Exchange(s) on the date of grant of Options under the CFS Employees Stock Option Plan, 2020 ("CFSL ESOP 2020”).

The Company at its 28^th Annual General Meeting held on July 20, 2021 approved the CFS Employees Stock Option Plan, 2021 which provides for allotment of up to 45,00,000 (Forty Five Lacs) Options convertible into equivalent number of equity shares of '' 1/- each. The first lot of Grants shall be issued at an Exercise

Price of '' 150/-per option. The Nomination and Remuneration Committee shall decide on the exercise price for future grants, which shall be at a maximum discount of 25% to the market price of the equity shares on the Stock Exchange(s) on the date of grant of Options.

The details of the above scheme /plan, including the terms of reference, and the requirement as stipulated under SEBI Guidelines as at March 31, 2022 is given in "Annexure B” to this report. Further, the details of these scheme / plan also form part of the Notes to the accompanying Financial statements in this Annual Report.

17. CORPORATE GOVERNANCE17.1 Corporate Governance Report

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

17.2 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The objective of the said policy is to explain and encourage the directors and employees to raise any concern about the 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. The Whistle Blower Policy is disclosed on the Company''s website and the web link for the same https://www.camlinfs. com/BusinessConductEthics.

17.3 Sexual Harassment of Women at Workplace:

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

17.4 Risk Management Policy

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

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

17.5 Secretarial Standards

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

17.6 Number of Meetings of the Board

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

17.7 Declaration by independent directors

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

17.8 Board Evaluation

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

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

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

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

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

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

17.9 Familiarisation programme for the Directors

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

17.10 Directors - Appointments / Re-appointments

Mr. Arjun Dukane (DIN: 06820240) and Mr. Harsha Raghavan (DIN: 01761512) are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends their re-appointments.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), particulars of Directors seeking reappointment at the ensuing General Meeting have been given under Corporate Governance Report and in the Notice of the Twenty-ninth Annual General Meeting.

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

The shareholders approved the following resolutions in relation to the appointment of Directors during the Twenty-Eighth Annual General Meeting held on July 20, 2021:

• Mr. Harsha Raghavan (Din: 01761512) and Mr Sarvjit Bedi (Din: 07710419), as Non-Executive Directors;

• Mr. Joseph Conrad D''Souza (Din: 00010576), Mr. Mahabaleshwar Palekar (Din: 02455892) and Mr Thomas Videbaek (Din : 09110625) as the Independent Directors; and

• Mr. Nirmal Momaya (DIN: 01641934) as the Managing Director;

• Re-appointment(s) of Mr Ashish Dandekar (DIN: 01077379) as the Chairman & Managing Director and Mr. Arjun Dukane (DIN: 06820240) as the Executive Director - Technical.

Further, the Board of Directors of the Company at its Meeting held on February 7, 2022 accorded approval to the proposal to conduct Postal Ballot pursuant to applicable laws and regulations, to seek approval of the shareholders for the appointment of Mr. Pradip Kanakia (Din: 00770347) as an Independent NonExecutive Director of the Company.

Accordingly, the Company had on February 24, 2022 completed the dispatch of the Postal Ballot Notice and Explanatory Statement thereto dated February 18, 2022 (the "Notice”), as per the permitted mode.

The resolution, as set out in the Notice, was duly approved and passed through Postal Ballot by the shareholders of the Company with the requisite majority on March 26, 2022, being the last date of voting.

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

17.11 Directors - Resignations / Retirements

Mr. Dilip Dandekar, Chairman and Non-Executive Director resigned on June 1, 2021, due to pre- occupation.

Tenure of Mr. Atul Pradhan and Mr. Nicola Paglietti, Independent Directors, expired on July 21, 2021.

The Board placed on record its appreciation for the services rendered by Mr. Dilip Dandekar, Mr. Atul Pradhan and Mr Nicola Paglietti during their respective tenures as Director(s).

17.12 Change in the Key Managerial Personnel of the Company

During the year under review, Mr. Mandar Godbole resigned as the Company Secretary from close of business hours of August 31, 2021 and in his place Mr. Rahul Sawale has been appointed as Company Secretary of the Company with effect from November 12, 2021.

17.13 Committees of the Board

As on March 31, 2022, the Board had 6 (six) committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; (e) Compensation Committee; and (f) Risk Management Committee. All the committees are well represented by participation of the Independent Directors.

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

17.14 Internal financial controls and their adequacy

The Company''s internal control systems are commensurate with its nature of business, its size and complexities of its operations, and such internal financial controls with reference to the Financial Statements are adequate. The Statutory Auditors of the Company have audited such controls with reference to the financial reporting and their Audit Report on such controls.

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

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

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

except the circumstances emanating from the final decision with respect to the Order of Supreme Court of People of China against Company''s subsidiary namely, CFS Wanglong Flavors (Ningbo) Co. Ltd ("CFS Wanglong”). The appeal for a retrial with the Supreme Court filed by Company''s JV partner has been heard and the decision on the same is awaited. In the meantime, the Company has restrategised its manufacturing operation in China (please check the wording of these statements).

17.16 Reporting of Frauds

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

17.17 Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022, is available on the company website on https://www.camlinfs.com/AnnualReturn.

17.18 Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred the unclaimed dividend of '' 4.06 Lakh to the Investor Education and Protection Fund. The details of the year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are uploaded on the Company''s website at https://www.camlinfs.com/Dividends

17.19 Directors’ Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

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

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

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

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

18. AUDITORS & AUDIT REPORTS:18.1 Audit Reports

• The Statutory Auditors Report on the Financial Statements for the financial year ended March 31, 2022, does not contain any qualification, reservations or adverse remarks. The report however includes one matter under the paragraph "emphasis of matter” concerning the issues of Order of Supreme Court of People of China, which have been self-explanatory and adequately addressed in the financial statements. The said report is enclosed with the financial statements in this Annual Report.

• The Report of the Secretarial Audit is annexed herewith as "Annexure C”. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

• The Certificate of the compliance with Corporate Governance requirements by the Company for the financial year ended March 31, 2022, issued by the Practicing Company Secretaries is attached to the Report on Corporate Governance.

• The Auditor''s certificate on the implementation of ESOP schemes/plans in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, will be made available at the ensuing Annual General Meeting.

18.2 Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166) were appointed as Auditor of the Company, for a term of 5 (five) consecutive years, at the Twenty-fourth Annual General Meeting held on July 21, 2017 They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

The Notes to financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer

18.3 Secretarial Auditors

Company has appointed JHR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023.

18.4 Cost Records & Cost Auditors

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

The Company has appointed ABK & Associates (Firm Registration No. 000036) as Cost Auditors to audit cost records of the Company for the financial year 2022-23. The remuneration payable to the Cost Auditors is subject to ratification of the Members at the ensuing Annual General Meeting. Accordingly, the necessary resolution for ratification of the remuneration payable to M/s. ABK & Associates to conduct the audit of cost records of the Company for the financial year 2022-23 has been included in the Notice of the ensuing Annual General Meeting of the Company and the resolution is recommended for your approval.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

During the Financial Year 2021-22, the Company has spent the entire amount of '' 42.00 Lakh towards CSR activities through a NGO operating in the said areas. The Annual Report on CSR activities forming part of this Board''s report is annexed herewith as "Annexure D”.

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

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

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

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

21. BUSINESS RESPONSIBILITY REPORT (BRR)

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

22. ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG)

The Company has initiated various ESG initiatives with the following objectives:

• Safeguard employee well-being by enabling work from home

• Significant focus on ''sustainable solutions'' regarding wastage of food

• Energy conservation measures

• Environment friendly technologies

• Strategic collaborations for renewable energy sources

Social initiatives through the CSR activity have been discussed under "CSR” section of this Report.

23. GENERAL

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

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

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

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

24. ACKNOWLEDGEMENTS:

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

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

For & On behalf of the Board

Ashish Dandekar

Chairman & Managing Director

Place: Mumbai Dated: May 19, 2022

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 25th Annual Report and the Audited Financial Statements of Accounts for the financial year ended 31st March, 2018.

Standalone Financial Highlights of 2017 - 2018

- Net Sales and other income of the Company were Rs. 41,425.85 Lakhs as compared to Rs. 35,043.90 Lakhs in the previous year.

- Profit/(Loss) before tax was Rs. (1,806.91) Lakhs as compared to Rs. 10.70 Lakhs in the previous year.

- Profit/(Loss) after tax was Rs. (1,417.88) Lakhs as compared to Rs. (79.15) Lakhs in the previous year.

Standalone Financial Results

(Rs. In Lakhs)

	2017 - 2018	2016 - 2017
Net Sales & Other Income	41,425.85	35,043.90
Profit / (Loss) before Interest & Depreciation	1,498.09	3,493.58
Interest	2,398.85	2,323.91
Depreciation	906.15	1,158.97
Profit/(Loss) before exceptional item and tax	(1,806.91)	10.70
Less : Exceptional Item	-	-
Less: Provision for Tax (Net)	(389.03)	89.85
Profit /(Loss) After Tax	(1,417.88)	(79.15)
Other Comprehensive Income net of tax	12.43	(10.19)
Total Comprehensive Income for the Year	(1,405.45)	(89.34)
Balance available for Appropriation
Appropriations:
Dividend paid	-	464.33
Corporate Dividend Tax	-	94.53
General Reserve	-	-
Balance Carried Forward	5,633.14	6,938.96

The revenue from operations (net) including other income on standalone basis increase to Rs. 41,425.85 lakhs as against Rs. 35,043.90 lakhs in the previous year. The revenues were higher by 18.21% on year on year basis. The subdued performance in the first three quarters affected the annual result. However, robust growth in blends has boost the revenues from the third quarter. Consequential adverse impact was seen on standalone results as loss after tax for the year ended 31st March, 2018 was Rs. 1,417. 88 lakhs as against loss after tax of Rs. 79.15 lacs in previous year, thereby a reduction in growth

Our results of operations on consolidated basis is as follows:

The revenue from operations (net) on consolidated basis including other income for the financial year ended 31st March, 2018 was Rs. 73,431.98 lakhs as against Rs. 56,137.97 lakhs in the previous year thereby registering a growth of 30.81% on year on year basis. The revenues were higher mainly due to addition of Vanillin Facility in July 2017 through acquisition of 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd., China and robust growth in blends has boosted the revenues from the third quarter. Consolidated loss after tax was Rs. 2,397.22 lakhs as against loss after tax of Rs. 443.92 lakhs in previous year. Margins were impacted due to gestation losses (after tax) in CFS North America LLC of Rs. 7.49 Crores, CFS do Brasil Industria, Comercio, Importa^ao E Exporta^ao De Aditivos Alimenticios Ltda of Rs. 5.23 Crores and CFS Europe S.p.A of Rs. 13.19 lakhs. CFS Europe S.p.A results subdued due to stabilisation issues of efficiency enhancement project. Further, the Euro:USD conversion has impacted the costs & revenues adversely.

State of Affairs

Your Company is engaged in research, development, manufacturing, commercialising, and marketing of speciality chemicals and blends which are used in a wide array of food, feed, animal and pet nutrition, aroma products and industrial products. Our business is categorised into three verticals based on our product portfolio, namely: (i) Shelf-life Extension Solutions; and (ii) Aroma Ingredients and (iii) Performance Chemicals. Your Company market its products globally including in Europe, Asia Pacific, India, South and Central America and North America.

In July 2017, your Company through its wholly owned step-down subsidiary viz. CFS Europe S.p.A. acquired 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd. erstwhile Ningbo Wanglong Flavors and Fragrances Company Limited (Wanglong). Wanglong uses a patented process in its 3,500 sq.mt. dedicated facility in the coastal city of Yuyao, China. Your Company has built a robust manufacturing chain with complete traceability in Ravenna (Italy), Tarapur (India) and Yuyao (China) to produce vanillin from catechol. Today, your Company is one of the global leading vanillin producers and has boosted its presence in the world market catering to food, fragrances, pharmaceuticals, feed sectors etc.

In March 2018, CFS do Brasil Industria, Comercio, Importa^ao e Exporta^ao de Aditivos Alimenticios Ltda. our wholly owned subsidiary in Brazil has set-up separate entity named CFS Argentina S.A (CFS Argentina) to cater to the customers in Argentinian market. CFS Argentina developed antioxidant formulations for biodiesel producers with the goal to supply to all biodiesel markets. It has received “No Harm test and Relative Efficiency” certification for its two formulations/products from AGQM (Germany).

In April 2018, your Company has signed a joint venture contract with Pahang Pharma (S) Pte. Ltd., Singapore (Pahang) for incorporating a holding company, shareholding in the proportion of 51:49, named CFS Pahang Asia Pte. Ltd. in Singapore (hereinafter referred JV). The JV aims at research, development, production, trade and dealing in animal feed ingredients and products for Malaysia and other South Asian countries through its subsidiaries. Pahang’s strong presence in ASEAN markets along with its technical expertise can bring-in synergy with Company’s capabilities. The portfolio of complementing products gives customer access to a wide, reliable offering.

Shelf-life Extension Solutions include a range of antioxidant solutions used to increase the shelf life of oils and fats, which in turn is used in processed food products like bakery, confectionery, fried snack foods, dairy, animal feed and pet food. We also manufacture antioxidant blends (“Blending Business”), which we market under brands “Xtendra” and “NaSure”.

Aroma vertical primarily includes production of Vanillin and Ethyl Vanillin (“Vanillin Products”) which are marketed under the brands “Vanesse” and “Evanil”. The key raw materials used to manufacture our Vanillin Products are Guaiacol and Guethol, respectively, which in turn are derived from Catechol. Our Vanillin Products are used to give food and beverages a flavour of vanilla, to enhance other flavours or to mask unwanted flavours and are used in food, flavour and fragrance, incense sticks, pharma and cattle feed segments.

Performance Chemicals vertical includes production of amongst others, Guaiacol, Veratrole, TBC and MEHQ, which are derivatives of either Catechol or Hydroquinone and have wide application in sectors such as food flavouring, pharmaceuticals intermediate, agrochemicals, dyes and pigments and fragrance industry.

Dresen manufactures and markets a range of animal nutrition products, antioxidants, adsorbents, acidifying agents, bactericides, binders and mould inhibitor.

Dividend

Considering the growth requirements of the business and absence of profits, your directors did not consider any dividend for the financial year 2017 - 2018.

The Company had transferred a sum of Rs. 2,11,674 during the financial year to the Investor Education and Protection Fund established by the Central Government. The said amount represents Unclaimed Dividend for the financial year 2009 -2010 with the Company for a period of 7 (seven) years from the due date of payment.

QIP ISSUE

During the year under review, the Company allotted to eligible qualified institutional buyers in the Qualified Institutions Placement, 1,72,41,379 equity shares of face value Rs. 1 each of the Company (the “Equity Shares”) at a price of Rs. 87.00 per Equity Share (including share premium of Rs. 86.00 per Equity Share) aggregating to Rs. 15,000.00 lakhs.

PREFERENTIAL WARRANTS

During the year under review, the Company allotted 90,00,000 warrants on preferential basis convertible in to one equity share of face value Rs. 1 each (the “Equity Shares”) within a period of 18 (eighteen) months from the date of allotment of the warrants at a price of Rs. 92.69 per warrant including share premium of Rs. 91.69 per Equity Share) aggregating to Rs. 8,342.10 lakhs.

Employee Stock Option Scheme

During the year under review, the Company allotted 2,78,422 equity shares of Rs. 1/- each upon exercise of stock options by the eligible employees under the Camlin Fine Sciences Employee Stock Option Scheme of 2014.

The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2018 is given in “Annexure A” to this report.

Deposits

During the year under review, your Company neither accepted nor renewed any fixed deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The total unclaimed Fixed Deposits as on 31st March, 2018 were Rs. 4.10 Lakhs.

Subsidiaries

Your Company has the following overseas subsidiaries (including step down subsidiaries) as on March 31, 2018:

- CFCL Mauritius Private Limited

A 100% owned subsidiary of the Company incorporated for acquisition of CFS Europe S.p.A. in Italy.

- CFS Europe S.p.A.

A step down subsidiary of the Company engaged in manufacture and sale of key raw materials required by the Company.

- CFS do Brasil Industria, Comercio, Importapao e Exportapao de Aditivos Alimenticios Ltda.

A 100% owned subsidiary in Brazil to manufacture and market customized blends to cater to the Latin American market. Besides, it also handles distribution of bulk antioxidants and vanillin.

- CFS Argentina S.A.

In March 2018, CFS do Brasil Industria, Comercio, Importa^ao e Exporta^ao de Aditivos Alimenticios Ltda. our wholly owned subsidiary in Brazil has setup separate entity named CFS Argentina S.A (CFS Argentina) to cater to the customers in Argentinian market.

- Solentus North America Inc.

A 100% wholly owned subsidiary in Canada engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in USA and Canada.

- CFS North America LLC.

A 100% wholly owned subsidiary in USA engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in North America.

- CFS Antioxidantes de Mexico SA de C.V.

A 100% owned subsidiary of the Company incorporated for acquisition of Dresen Quimica SAPI de C.V. in Mexico.

- CFS International Trading (shanghai) Ltd.

A 100% wholly owned subsidiary CFS International Trading (Shanghai) Ltd. was incorporated in China (shanghai) pilot free trade zone to manufacture and deal in speciality chemicals.

- Dresen Quimica S.A.P.I. de C.V.

On 04th May, 2016, our subsidiary CFS Antioxidantes 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 group companies viz. Industrias Petrotec de Mexico, S.A. de C.V., Mexico; Nuvel, S.A.C., Peru; Britec, S.A., Guatemala, Inovel, S.A.S., Colombia and Grinel, S.A., Dominican Republic.

- Chemolutions Chemicals Limited (CCL)

A subsidiary in which the Company owns 94.08%. CCL inter alia deal in specialty chemicals and is also engaged in third party contract manufacturing/job-work. CCL is having its registered office in Mumbai and its plant at Tarapur, Maharashtra.

- CFS Wanglong Flavours (Ningbo) Co. Ltd.

In July 2017, your Company alongwith its wholly owned step-down subsidiary viz. CFS Europe S.p.A. acquired 51% stake in CFS Wanglong Flavours (Ningbo) Co. Ltd. erstwhile Ningbo Wanglong Flavors and Fragrances Company Limited (CFS Wanglong). CFS Wanglong uses a patented process in its 3,500 sq.mt. (approx.) dedicated facility in the coastal city of Yuyao, China to manufacture vanillin.

In April 2018, your Company has signed a joint venture contract with Pahang Pharma (S) Pte. Ltd., Singapore (Pahang) for incorporating a holding company, shareholding in the proportion of 51:49, named CFS Pahang Asia Pte. Ltd. in Singapore (hereinafter referred JV). The JV was incorporated on 09th April, 2018 which aims at research, development, production, trade and dealing in animal feed ingredients and products for Malaysia and other South Asian countries through its subsidiaries.

The statement containing the salient features of Company’s Subsidiaries and Associate Companies under the first proviso of section 129(3) forms the part of the financial statements.

As decided by the Board of Directors at its meeting held on 24th May, 2018 the copies of Audited/ Unaudited Financial Statements of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

The Policy for Determining Material Subsidiaries is disclosed on the Company’s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Directors

Mr. Ajit S. Deshmukh and Mr. Nirmal V. Momaya are retiring by rotation and being eligible offer themselves for reappointment. You are requested to appoint them.

As the present term of appointment of Mr. Ashish S. Dandekar, Managing Director, ends on 31st July, 2018, resolution for renewal of his appointment for the period 01st August, 2018 to 31st July, 2021 is being placed before the members for approval at the ensuing General Meeting.

The Board of Directors at its meeting held on 28th August, 2017 upon recommendation of the Nomination and Remuneration Committee appointed Ms. Anagha S. Dandekar, who is sister of Mr. Ashish S. Dandekar, Managing Director and Promoter, as additional director on the Board of Directors. The term of Ms. Anagha S. Dandekar shall expire at the ensuing 25th Annual General Meeting and it is proposed appointed her as Non-Executive Director on the Board of Directors. Being eligible and offering herself for appointment, resolution is being placed before the members for approval at the ensuing General Meeting.

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 24th May, 2018 has approved the appointment of Mr. Arjun S. Dukane as the Executive Director for a period of 3 years w.e.f. 1st June, 2018. Being eligible and offering himself for appointment, resolution is being placed before the members for approval at the ensuing General Meeting.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), particulars of Directors seeking appointment/ reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

During the year under review, on 10th April, 2017, the Company received the letter of resignation from Ms. Leena Dandekar, Executive Director tendering her resignation from the directorship on personal grounds. Further on 19th May, 2017, Mr. D. R. Puranik, Executive Director tendered his resignation from directorship on personal grounds. The Board took the note of the same and placed on record its appreciation for their services rendered during their tenure as Executive Director’s.

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

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The details of familiarisation programmes held for the directors are disclosed on the Company’s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The board’s performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board’s functioning. The overall performance of the Board and Committee’s of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Nomination and Remuneration Policy and Evaluation criteria of 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 details in relation to Nomination and Remuneration Policy and evaluation criteria of Independent Directors have been provided under Corporate Governance Report.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of statutory auditor and the internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Directors’ Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the “Act”) with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2018 and of the profit and loss of the company for the year ended on that date;

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

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

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

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

Meeting of Board and Committees of Directors

During the year 8 (eight) Board Meetings and 6 (six) Audit Committee Meetings were convened and held. The details of the same along with other Committee’s of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166), were appointed as statutory auditors of your Company at the Annual General Meeting held on 21st July, 2017 for a term of five consecutive years.

Auditors’ Report

The observations made in the Auditors’ Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013.

Reporting of Frauds

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JHR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure B”.

Pursuant to resignation of Ms. Leena Dandekar, Executive Director on 10th April, 2017, the seat of woman director on the Board of Directors was vacant. The Nomination and Remuneration Committee after reviewing the applications / recommendations and after review of the desired information seeked from the Company has on 28th August, 2017 recommended to the Board the appointment of Ms. Anagha S. Dandekar, as additional director on the Board of Directors.

The Board of Directors at its meeting held on 28th August, 2017 upon recommendation of the Nomination and Remuneration Committee appointed Ms. Anagha S. Dandekar, as additional director on the Board of Directors. Due to want of desired information for selection and recommendation process and further the availability of directors for conducting the meetings, time has been lapsed for the said appointment.

Cost Audit

As per the Companies (cost records and audit) Rules, 2014, the requirement for cost audit is not applicable to a Company whose revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue.

Since, the Company’s revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue, Cost Audit is not applicable to the Company.

Particulars of employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Corporate Social Responsibility (CSR)

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

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

During the Financial Year 2017-18, the Company has spent entire amount of Rs. 45.50 Lakhs towards CSR activities through various trusts and NGO’s operating in the said areas.

The Annual Report on CSR activities forming part of this Board’s report is annexed herewith as “Annexure- C”.

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.

The Whistle Blower Policy is disclosed on the Company’s website and the web link for the same is http://www. camlinfs.com/IR.php.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related Party Transactions as required under Section 134 (3) (h) of the Companies Act 2013 in form AOC-2 is not applicable to your Company.

The details of transaction with related parties are provided in the accompanying financial statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and the weblink for the same is http://www.camlinfs.com/IR.php.

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

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

Risk Management

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same.

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

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

During the year under review, the Company’s manufacturing unit situated at Plot D- 2/3, MIDC, Tarapur, District Palghar was been directed by the Regional Officer Maharashtra Pollution Control Board (MPCB) vide letter no. MPCB/ ROT/CD/617 dated 25th April, 2017 to close down the manufacturing activities of the aforesaid unit for violation of consent conditions (consent granted u/s. 26 of Water (P&CP Act), 1974 and u/s. 21 of Air (P&CP Act), 1981).

The Regional Officer of MPCB vide letter no. MPCB/ROT/ Restart/C-708 dated 16th May, 2017 gave conditional consent to restart the manufacturing activities of the Company’s unit situated at Plot D- 2/3, MIDC, Tarapur, District Palghar, Maharashtra with immediate effect.

Accordingly, the manufacturing activities were restarted and after 30 days of successful operations, the aforesaid unit was considered for regular restart by MPCB, with fresh conditions.

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

Sexual Harassment of Women at Workplace:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. During the year under review, no case of sexual harassment was reported.

Corporate Governance

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

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management’s Discussion and Analysis Report which forms a part of this report.

Extract of the annual return

Pursuant to section 92(3) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 forms part of this Board’s report and is enclosed as “Annexure- E”.

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels. Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and governmental authorities.

For & On behalf of the Board

Dilip D. Dandekar Ashish S. Dandekar

Chairman Managing Director

Place : Mumbai

Dated : 24th May, 2018

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Mar 31, 2017

The 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

- Net Sales and other income of the Company were Rs. 33,772.35 Lakhs as compared to Rs.41,588.78 Lakhs in the previous year

- Profit before tax was Rs.112.50 Lakhs as compared to Rs.3,471.10 Lakhs in the previous year

- Profit after tax was Rs.3.70 Lakhs as compared to Rs.2,575.19 Lakhs in the previous year

Standalone Financial Results

(Rs. 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 Rs.1.36 lakhs pertaining to the earlier periods.

The revenue from operations (net) on standalone basis decreased to Rs.32,464.42 lakhs as against Rs.41,218.53 lakhs in the previous year. The revenues were lower by 21.24% on year on year basis mainly due to loss of customers due to competitive & negative pressure on international product prices. Consequential adverse impact on standalone profit before tax, which was decreased to Rs.112.50 lakhs as against Rs.3,471.10 lakhs in previous year, thereby a reduction in growth by 96.76% on year on year basis. There was also a Foreign Exchange fluctuation loss of Rs.4.21 Crores. Profit After Tax was decreased to Rs.3.70 lakhs as against Rs.2,575.19 lakhs.

Our results of operations on consolidated basis is as follows:

The revenue from operations (net) on consolidated basis was Rs.53,393.05 lakhs as against Rs.48,934.22 lakhs in the previous year thereby registering a growth of 9.11% on year on year basis. The revenues were higher mainly due to addition of Dresen Quimica SAPI de CV, Mexico revenues Rs. 120.97 Crores. Consolidated loss before tax was Rs.428.49 lakhs as against profit before tax of Rs.5,001.84 lakhs in previous year. Margins were impacted due to gestation losses in CFS North America LLC of Rs.12.67 Crores and CFS do Brasil Industria, Comercio, Importa^ao E Exporta^ao De Aditivos Alimenticios Ltda of Rs.3.67 Crores. CFS Europe S.p.A results were also subdued due to volatile input prices.

Consolidated Loss after tax was Rs.753.73 lakhs as against profit after tax of Rs.3,582.00 lakhs in previous year

State of Affairs

Your Company is engaged in research, development, manufacturing, commercializing, and marketing of specialty chemicals and blends which are used in a wide array of food, feed, animal and pet nutrition and industrial products. Our business is categorized into three verticals based on our product portfolio, namely: (i) Shelf-life Extension Solutions; and (ii) Aroma Ingredients and (iii) Performance Chemicals. We have added animal nutrition to our portfolio of products pursuant to our acquisition of 65% stake in Dresen Quimica SAPI De CV, Mexico (Dresen) and going forward we expect this to complement our Shelf-life Extension Solutions portfolio. We market our products globally including in Europe, Asia Pacific, India, South and Central America and North America.

Shelf-life Extension Solutions include a range of antioxidant solutions used to increase the shelf life of oils and fats, which in turn is used in processed food products like bakery, confectionery, fried snack foods, dairy, animal feed and pet food. We also manufacture antioxidant blends ("Blending Business”), which we market under brands "Xtendra” and "NaSure”.

Aroma vertical primarily includes production of Vanillin and Ethyl Vanillin ("Vanillin Products”) which are marketed under the brands "Vanesse” and "Evanil”. The key raw materials used to manufacture our Vanillin Products are Guaiacol and Guethol, respectively, which in turn are derived from Catechol. Our Vanillin Products are used to give food and beverages a flavour of vanilla, to enhance other flavours or to mask unwanted flavours and are used in food, flavour and fragrance, incense sticks, pharma and cattle feed segments.

Performance Chemicals vertical includes production of amongst others, Guaiacol, Veratrole, TBC and MEHQ, which are derivatives of either Catechol or Hydroquinone and have wide application in sectors such as food flavouring, pharmaceuticals intermediate, agrochemicals, dyes and pigments and fragrance industry

Dresen manufactures and markets a range of animal nutrition products, antioxidants, adsorbents, acidifying agents, bactericides, binders and mould inhibitor.

Dividend

Considering the growth requirements of the business and absence of sufficient profits, your directors do not recommend any dividend for the financial year 2016-2017.

The Company had transferred a sum of Rs.1,90,854 during the financial year to the Investor Education and Protection Fund established by the Central Government. The said amount represents Unclaimed Dividend for the financial year 20082009 with the Company for a period of 7 years from the due date of payment.

QIP ISSUE

During the year under review, the Company allotted to eligible qualified institutional buyers in the Qualified Institutions Placement, 65,19,500 equity shares of face value Rs.1 each of the Company (the "Equity Shares”) at a price of Rs.85.40 per Equity Share (including share premium of Rs.84.40 per Equity Share) aggregating to Rs.5,567.65 lakhs.

Employee Stock Option Scheme

During the year under review, the Company allotted 5,24,240 Equity Shares of Rs.1/- each upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Scheme of 2014.

The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2017 is given in Annexure A to this report.

Deposits

During the year under review, your Company neither accepted nor renewed any fixed deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The total unclaimed Fixed Deposits as on 31st March, 2017 were Rs.5.35 lakhs.

Subsidiaries

The Company has the following overseas subsidiaries (including step down subsidiaries) as on March 31, 2017:

- CFCL Mauritius Private Limited

A 100% owned subsidiary of the Company incorporated for acquisition of CFS Europe S.p.A. in Italy

- CFS Europe S.p.A.

A step down subsidiary of the Company engaged in manufacture and sale of key raw materials required by the Company

- CFS do Brasil Industria, Comercio, Importagao e Exportagao de AditivosAlimenti''cios Ltda.

A 100% owned subsidiary in Brazil to manufacture and market customized blends to cater to the Latin American market. Besides, it also handles distribution of bulk antioxidants and vanillin.

- Solentus North America Inc.

A 100% wholly owned subsidiary in Canada engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in USA and Canada.

- CFS North America LLC.

A 100% wholly owned subsidiary in USA engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in North America.

- CFS Antioxidantes de Mexico SA de C.V.

A 100% owned subsidiary of the Company incorporated for acquisition of Dresen Quimica SAPI de C.V. in Mexico.

- CFS International Trading (shanghai) Ltd.

On 15th April, 2016, a 100% wholly owned subsidiary CFS InternationalTrading (Shanghai) Ltd. was incorporated in China (Shanghai) pilot free trade zone to manufacture and deal in speciality chemicals.

- Dresen Quimica S.A.P.I. de C.V.

On 04th May, 2016, our subsidiary CFS Antioxidantes 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 group companies viz. Industrias Petrotec de Mexico, S.A. de C.V., Mexico; Nuvel, S.A.C., Peru; Britec, S.A., Guatemala, Inovel, S.A.S., Colombia and Grinel, S.A., Dominican Republic.

On 22nd March, 2017, Chemolutions Chemicals Limited

(CCL) allotted 62,67,003 (Sixty Two Lakhs Sixty Seven Thousand and Three) equity shares on preferential basis to the Company. Post allotment, the shareholding of Company in CCL was 94.08% and CCL became the subsidiary of the Company. CCL inter alia deals in specialty chemicals and is also engaged in third party contract manufacturing/job-work. CCL is having its registered office in Mumbai and its plant at Tarapur, Maharashtra.

During the year under review, your Company has entered into a Share Purchase Agreement to acquire (either through itself or its subsidiaries/group companies) 51% stake in an entity in China namely Ningbo Wanglong Flavors and Fragrances Company Limited, which shall be subject to certain conditions being fulfilled prior to the said acquisition and regulatory approvals. The said acquisition can also be through the Company''s subsidiaries and/or group companies.

The statement containing the salient features of Company''s Subsidiaries and Associate Companies under the first proviso of section 129(3) forms the part of the financial statements.

As decided by the Board of Directors at its meeting held on 19th May, 2017 the copies of Audited Financial Statements of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

The Policy for Determining Material Subsidiaries is disclosed on the Company''s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Directors

Mr. Ajit S. Deshmukh and Mr. Dilip D. Dandekar are retiring by rotation and being eligible offer themselves for reappointment. You are requested to appoint them.

Renewal of appointment of Mr. Dattatraya R. Puranik, Executive Director & CFO for the period 01st August, 2016 to 31st July, 2019 was approved by the members at the previous Annual General Meeting held on 10th August, 2016. 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

On 10th April, 2017, the Company received the letter of resignation from Ms. Leena Dandekar, Executive Director tendering her resignation from the directorship on personal grounds. Mr. D. R. Puranik also resigned on 19th May, 2017 from directorship on personal grounds. The Board took the note of the same and placed on record its appreciation for the services rendered by them during their tenures as ''Executive Directors''.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), particulars of Directors seeking reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

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

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The details of familiarization programmes held for the directors are disclosed on the Company''s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The board''s performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board''s functioning. The overall performance of the Board and Committee''s of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Nomination and Remuneration Policy and Evaluation criteria of 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 provided under Corporate Governance Report.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of statutory auditor and the internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Directors’ Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2017 and of the profit and loss of the Company for the year ended on that date;

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

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

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

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

Meeting of Board and Committees of Directors

During the year 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of the same along with other Committee''s of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Auditors

M/s. B. K. Khare and Co., Chartered Accountants (Firm Registration No. 105102W), retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting. The Audit Committee and the Board have placed on record their appreciation for the professional services rendered by them and their long association with the Company as its auditors.

Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee has proposed to appoint M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166). M/s. Kalyaniwalla & Mistry LLP have informed their willingness and the Company have received a letter confirming to the effect that if appointment as Statutory Auditors is made, would be within the limits prescribed u/s 141 of the Companies Act, 2013.

Members are requested to consider and appoint M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, as the Statutory Auditors of the Company from the ensuing Annual General Meeting till the conclusion of 29th Annual General Meeting.

Auditors’ Report

The observations made in the Auditors'' Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013.

Reporting of Frauds

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JHR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure B. The findings of the Secretarial Audit were entirely satisfactory.

Cost Audit

As per the Companies (cost records and audit) Rules, 2014, the requirement for cost audit is not applicable to a Company whose revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue.

Since, the Company''s revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue, Cost Audit is not applicable to the Company.

Particulars of employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Corporate Social Responsibility (CSR)

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

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

During the Financial Year 2016-17, the Company has spent entire amount of Rs.72.15 lakhs towards CSR activities through various trusts and NGO''s operating in the said areas.

The Annual Report on CSR activities forming part of this Board''s report is annexed herewith as Annexure- C.

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.

The Whistle Blower Policy is disclosed on the Company''s website and the web link for the same is http://www. camlinfs.com/IR.php.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year and as disclosed in the Financial Statements were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related Party Transactions as required under Section 134 (3) (h) of the Companies Act 2013 in form AOC-2 is not applicable to your Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the weblink for the same is http://www.camlinfs.com/IR.php.

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

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

Risk Management Policy

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same.

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

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

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

However, the Company''s manufacturing unit situated at Plot D- 2/3, M.I.D.C., Tarapur, District Palghar was been directed by the Regional Officer Maharashtra Pollution Control Board (M.P.C.B.) vide letter no. M.P.C.B./ROT/CD/617 dated 25th April, 2017 to close down the manufacturing activities of the aforesaid unit for violation of consent conditions (consent granted u/s. 26 of Water (P&CP Act), 1974 and u/s. 21 of Air (P&CP Act), 1981).

The Regional Officer of M.P.C.B. vide letter no. M.P.C.B./ ROT/Restart/C-708 dated 16th May, 2017 gave conditional consent to restart the manufacturing activities of the Company''s unit situated at Plot D- 2/3, M.I.D.C., Tarapur, District Palghar, Maharashtra and simultaneously, the manufacturing activities in the said unit were restarted. This did not had any material impact on the Company''s working.

Sexual Harassment of Women at Workplace:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. During the year under review, no case of sexual harassment was reported.

Corporate Governance

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

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms a part of this report.

Extract of the annual return

Pursuant to section 92(3) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 forms part of this Board''s report and is enclosed as Annexure- E.

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels. Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and governmental authorities.

For & On behalf of the Board

Dilip D. Dandekar Ashish S. Dandekar

Chairman Managing Director

Place : Mumbai

Dated : 19th May, 2017

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the 23rd Annual Report and the Audited Financial Statements of Accounts for the financial year ended 31st March, 2016

Financial Highlights of 2015-16 (Standalone)

Net Sales and other income of the Company were Rs, 41,588.78 Lacs as compared to Rs, 43,264.57 Lacs in the previous year

Profit before tax was Rs, 3,471.10 Lacs as compared to Rs, 3,17703 Lacs in the previous year

Profit after tax was Rs, 2,575.19 Lacs as compared to Rs, 2,581.76 Lacs in the previous year

Considering the profits available for distribution, Directors have recommended a dividend of Rs, 0.45 per equity share of Rs, 1/- each (i.e.45%).

Financial Results

(Rs, in Lacs)

2015-2016 2014-2015

Net Sales & Other Income 41,588.78 43,264.57

Profit before Interest & Depreciation 7,123.62 6,288.44

Interest 2,182.93 2,115.11

Depreciation 1,014.86 996.30 Profit/(Loss) before exceptional item and tax 3,925.83 3,177.03

Less : Exceptional Item# 454.73 -

Less: Provision for Tax (Net) 895.91 595.27

Profit After Tax 2,575.19 2,581.76

Balance available for Appropriation 8,105.00 6,179.66

Appropriations:

Proposed Dividend* 436.35 431.50

Corporate Dividend Tax 89.03 88.35

General Reserve 130.00 130.00

Balance Carried Forward 7449.62 5529.81

8,105.00 6,179.66

# Loss on final settlement of insurance claim.

* Includes short provision of Rs, 1.36 Lacs pertaining to the earlier periods

Our Results of Operations on Consolidated basis is as follows:

Consolidated EBIDTA (before exceptional item) for the financial year ending on 31st March 2016 is at Rs, 9,606.34 Lacs (19.05 % of sales) in comparison with that of previous financial year ending on 31st March 2015 at Rs, 9,254.91 Lacs (16.22 % of sales).

Consolidated PBT (before exceptional items) for the financial year ending on 31st March 2016 is at Rs, 5,456.57 Lacs (11 % of sales) in comparison with that of previous financial year ending on 31st March 2015 at Rs, 5,247.83 Lacs (9.20 % of sales).

Consolidated Cash Accruals (before exceptional item & tax) for the 12 months period ending on 31st March 2016 is at Rs, 7,162.00 Lacs (14.20 % of sales) in comparison with that of previous financial year ending on 31st March 2015 at Rs, 6,001.70 Lacs (10.52 % of sales).

State of Affairs

Your Company is engaged in research, development, manufacturing, commercializing, and marketing of specialty chemicals and blends which are used in a wide array of food, feed, animal and pet nutrition and industrial products. Our business is categorized into three key verticals namely:

(i) Shelf-life Extension Solutions; (ii) Aroma Ingredients; and (iii) Performance Chemicals. We have recently added animal nutrition products to our portfolio pursuant to our recent acquisition of 65% stake in Dresen Quimica SAPI De CV, Mexico (Dresen) and going forward we expect this to complement our Shelf-life Extension Solutions portfolio. We market our products globally including in Europe, Asia Pacific, India, South and Central America and North America.

Shelf-life Extension Solutions include a range of antioxidant solutions used to increase the shelf life of oils and fats, which in turn is used in processed food products like bakery, confectionery, fried snack foods, dairy, animal feed and pet food. We also manufacture antioxidant blends ("Blending Business"), which we market under brands "Xtendra" and "NaSure".

Aroma Ingredients vertical primarily includes production of Vanillin and Ethyl Vanillin ("Vanillin Products") which are marketed under the brands "Vanesse" and "Evanil." The key raw materials used to manufacture Vanillin Products are Guaiacol and Guethol, respectively, which in turn are derived from Catechol. Vanillin Products are used to give food and beverages a flavour of vanilla, to enhance other flavours or to mask unwanted flavours and are used in food, flavour and fragrance, incense sticks, pharma and cattle feed segments.

Performance Chemicals vertical includes production of amongst others, Guaiacol, Veratrole, TBC and MEHQ, which are derivatives of either Catechol or Hydroquinone and have wide application in sectors such as food flavouring, pharmaceuticals intermediate, agrochemicals, dyes and pigments and fragrance industry.

Dresen manufactures and markets a range of animal nutrition products, antioxidants, adsorbents, acidifying agents, bactericides, binders and mould inhibitor.

Reserves

During the year under the review, the Company has transferred Rs, 130.00 Lacs to the General Reserve from the amounts available for appropriation.

Dividend

Your Directors are pleased to recommend payment of dividend at the rate of Rs, 0.45 per equity share (i.e. 45%).

The Company had transferred a sum of Rs, 0.99 Lacs during the financial year to the Investor Education and Protection Fund established by the Central Government. The said amount represents Unclaimed Dividend for the financial year 2007-2008 with the Company for a period of 7 years from the due date of payment.

Employee Stock Option Scheme

During the year under review, the Company allotted 7,77,700 Equity Shares of Rs, 1/- each upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Schemes of 2008, 2012 and 2014 respectively

The applicable disclosure as stipulated under SEB Regulations as at 31st March, 2016 is given in "Annexure A" to this report.

Deposits

During the year under review, your Company neither accepted nor renewed any fixed deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The total unclaimed Fixed Deposits as on 31st March, 2016 were Rs, 4.00 Lacs

Subsidiaries

The Company has the following overseas subsidiaries (including step down subsidiaries) as on 31st March, 2016

- CFCL Mauritius Private Limited

A 100% owned subsidiary of the Company incorporated for acquisition of CFS Europe S.p.A. in Italy.

- CFS Europe S.p.A.

A step down 100% owned subsidiary of the Company engaged in manufacture and sale of key raw materials required by the Company.

- CFS do Brasil Indústria, Comércio, Importação e Exportação de Aditivos Alimentícios Ltda.

A 100% owned subsidiary in Brazil to manufacture and market customized blends to cater to the Latin American market. Besides, it also handles distribution of bulk antioxidants and vanillin

- Solentus North America Inc.

A 100% owned subsidiary in Canada engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in USA and Canada

- CFS North America LLC

A 100% owned subsidiary in USA engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc. in North America

- CFS Antioxidants De Mexico SA De C.V.

A 100% owned subsidiary of the Company incorporated for acquisition of Dresen Quimica SAPI De C.V. in Mexico.

On 15th April, 2016, a 100% owned subsidiary CFS International Trading (Shanghai) Ltd. was incorporated in China (shanghai) pilot free trade zone to manufacture and deal in specialty chemicals

On 04th May, 2016, our subsidiary CFS Antioxidants De Mexico S.A. De C.V., Mexico acquired 65% stake in Dresen Quimica SAPI De C.V., Mexico along with its group companies viz. Industrias Petrotec De Mexico, S.A. de C.V., Mexico; Nuvel, S.A.C., Peru; Britec, S.A., Guatemala, Inovel, S.A.S., Colombia and Grinel, S.A., Dominican Republic.

The statement containing the salient features of Company''s Subsidiaries and Associate Companies under the first proviso of section 129(3) forms the part of the financial statements

As decided by the Board of Directors at its meeting held on 23rd May, 2016 the copies of Audited Financial Statements of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company and also sha be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annua General Meeting

The Policy for Determining Material Subsidiaries is disclosed on the Company''s website and the weblink for the same is http://www.camlinfs.com/IR.php.

Directors

As the present term of appointment of Mr. Dattatraya R. Puranik, Executive Director & Chief Financial Officer, ends on 31st July, 2016, resolution for renewal of his appointment for the period 01st August, 2016 to 31st July, 2019 is being placed before the members for approval at the ensuing General Meeting

Mr. Ajit S. Deshmukh and Mr. Nirmal V. Momaya are retiring by rotation and being eligible offer themselves for re-appointment. You are requested to re-appoint them

Mr. Atul R. Pradhan and Mr. Nicola A. Paglietti are being re-appointed as the Independent Directors of the Company from the ensuing Annual General Meeting for a term of 5 years. You are requested to re-appoint them.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), particulars of Directors seeking reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

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

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The details of familiarization programmes held for the directors are disclosed on the Company''s website and the we blink for the same is http://www.camlinfs.com/IR.php.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The board''s performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board''s functioning. The overall performance of the Board and Committee''s of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Nomination and Remuneration Policy and Evaluation criteria of 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 provided under Corporate Governance Report.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of statutory auditor and the internal auditor, corrective actions are undertaken in the respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Directors'' Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2016 and of the profit and loss of the Company for the year ended on that date;

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

(d) the directors have prepared the annual accounts on a going concern basis; and

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

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

Meeting of Board and Committees of Directors

During the year 5 (five) Board Meetings and 5 (five) Audit Committee Meetings were convened and held. The details of the same along with other Committee''s of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Approval of resolutions through Postal Ballot

During the year under review, the Company has sought approval of the Members for amending main objects and other objects clause of Memorandum of Association, issue of securities up to Rs, 150 crores, increase in authorized share capital and alteration of capital clause in Memorandum and Articles of Association of the Company. The results of the postal ballot were declared on 04th December, 2015. All the resolutions were passed with requisite majority.

Auditors

M/s. B. K. Khare and Co., Chartered Accountants (FR No. 105102W), retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s 141 of the Companies Act, 2013.

Members are requested to consider and re-appoint M/s. B. K. Khare and Co., Chartered Accountants, as the Statutory Auditors of the Company from the ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

Auditors'' Report

The observations made in the Auditors'' Report are self- explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013.

Reporting of Frauds

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs J. H. Ranade & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure B". The findings of the Secretarial Audit were entirely satisfactory.

Cost Audit

As per the Companies (Cost Records and Audit) Rules, 2014, the requirement for cost audit is not applicable to a Company whose revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue.

Since, the Company''s revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue, Cost Audit is not applicable to the Company.

Particulars of employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Corporate Social Responsibility (CSR)

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

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

During the Financial Year 2015-16, the Company has spent entire amount of Rs, 63.57 Lacs towards CSR activities through various trusts and NGO''s operating in the said areas.

The Annual Report on CSR activities forming part of this Board''s report is annexed herewith as "Annexure-C".

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.

The Whistle Blower Policy is disclosed on the Company''s website and the web link for the same is http://www. camlinfs.com/IR.php.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given to the Financial Statements.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related Party Transactions as required under Section 134 (3) (h) of the Companies Act 2013 in form AOC-2 is not applicable to your Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the we blink for the same is http://www.camlinfs.com/IR.php.

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

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

Risk Management Policy

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same.

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

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

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Sexual Harassment of Women at Workplace:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. During the year under review, no case of sexual harassment was reported.

Corporate Governance

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

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms a part of this report.

Extract of the annual return

Pursuant to section 92(3) of the Companies Act, 2013, the extract of the annual return in Form No. MGT – 9 forms part of this Board''s report and is enclosed as "Annexure- E".

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels. Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and governmental authorities.

For & On behalf of the Board

Ashish S. Dandekar Dattatraya R. Puranik

Managing Director Executive Director &

Chief Financial Officer

Place : Mumbai

Dated : 23rd May, 2016

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 21st Annual Report and the Audited Statements of Account for the financial year ended 31st March, 2014.

Highlights of 2013-2014

- Net Sales and Other Income of the Company wereRs. 37,671.97 Lacs as compared to Rs. 31,639.97 Lacs in the previous year.

- profit Before Tax was Rs. 2,920.58 Lacs as compared to Rs. 2,252.77 Lacs in the previous year.

- profit After Tax was Rs. 1,896.86 Lacs as compared to Rs. 1,475.91 Lacs in the previous year.

- Consolidated Gross Sales of the Company were Rs. 51,716.91 Lacs as compared to Rs. 38,285.35 Lacs in the previous year.

- Consolidated profit After Tax was Rs. 2,873.77 Lacs as compared to Rs. 1,512.34 Lacs in the previous year.

- Considering the profits available for distribution, Directors have recommended a dividend of Rs. 0.70 per share of Rs. 2/- each (i.e. 35%).

Financial Results:

(Rs. in Lacs)

2013-2014 2012-2013

Net Sales & Other Income 37,671.97 31,639.97

profit before Interest & Depreciation 6,092.11 4,860.59

Interest 2,239.53 1,752.13

Depreciation 932.00 855.69

profit/(Loss) before tax 2,920.58 2,252.77

Less: Provision for Tax (Net) 1,023.72 776.86

profit After Tax 1,896.86 1,475.91

Balance bought forward from last year 2,328.00 1,331.59

Balance available for Appropriation 4,224.86 2,807.50

Appropriations:

Proposed Dividend 331.83 281.66

Corporate Dividend Tax 56.40 47.84

General Reserve 190.00 150.00

Balance Carried Forward 3,646.63 2,328.00

4,224.86 2,807.50

Operational Performance

During the year under review, net sales and other income of the Company was Rs. 37,671.97 Lacs as compared to Rs. 31,639.97 Lacs during previous year, registering an increase of 19% in net sales and income. Your Company was successful in holding on to the market share in major markets and also registered a growth in emerging markets like South America and Asia by extensive customer reach through its sales teams. This growth has been achieved in spite of recessionary pressures in the international market

during the year. The net profit after tax for the year was Rs. 1,896.86 Lacs as against Rs. 1,475.91 Lacs in the previous year thereby registering a growth of 28.52%.

The consolidated gross sales of the Company was Rs. 51,716.91 Lacs as compared Rs. 38,285.35 Lacs during the previous year there by registering a growth of 35.08%.

The Consolidated profit after tax for the year ended 31st March, 2014 was Rs. 2,873.77 Lacs as compared to Rs. 1,512.34 Lacs during the previous year, thereby registering a remarkable growth of 90.02%.

The growth of the Company is also powered by new and value added products. The Company has increased its market share by 3 highly potential new products from the diphenol downstream as per planned strategy. These products were Tertiary Butyl Catechol (TBC), Guaiacol and Veratrole which have contributed to the growth.

The operations team has successfully completed the enhancement in capacities for the existing and new products by technological improvements and process re- engineering with minimum of capital spending during the financial year 2013-14.

The process of market development of Diphenol downstream products and new products (both Industrial & Food) shall have the same momentum during the current year and steps have been taken for building up the additional production capacities which shall be adequate for meeting the increasing demands.

On 16th June, 2013 a fre broke out in the godown area of our manufacturing facility at Tarapur. The fre was contained and fortunately there was neither any casualty nor significant damage to the manufacturing facility. Due to fre, stock of raw materials, packing materials, fnished goods, work-in process material, engineering stores etc. and nearby plant building and machinery were gutted.

The production commenced within a weeks time after the precautionary safety clearance. There was no resultant impact on the Company''s manufacturing capacity and supply status for fnished goods to customers.

The Stocks and other property destroyed in fre were fully insured and the Company has received on account payment of Rs. 10 Crores against the pending settlement of final claim.

Dividend

Considering substantial growth in disposable profits, your Directors are pleased to recommend payment of a higher dividend at the rate of Rs. 0.70 per equity share (i.e. 35%) on 4,74,04,940 Equity Shares of Rs. 2/- each. If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs. 388.23 Lacs inclusive of Dividend Distribution Tax of Rs. 56.40 Lacs.

Employee Stock Option Scheme

During the year under review, the Compensation Committee granted options to the Employees/Directors in accordance with the Securities and Exchange Board of India (Employees'' Stock Option Scheme and Employees'' Stock Purchase Scheme) Guidelines 1999 (''the SEBI Guidelines").

During the year under review, the Company allotted 2,60,225 equity shares upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Scheme 2008 and 2012

The applicable disclosure as stipulated under SEB Guidelines as at 31st March, 2014 is given in Annexure A to this report.

Fixed Deposits

During the year under review, your Company neither accepted nor renewed any fixed deposits. The total amount of fixed deposits held by the Company was Rs. 689.90 Lacs The Company has decided to repay the fixed deposits on their maturity.

Subsidiaries

- Dulcette Technologies LLC

A 61% owned joint venture of the Company engaged in market/business development of Company''s products in U.S.A.

- CFCL Mauritius Private Limited

A 100% owned subsidiary of the Company incorporated for acquisition of CFS Europe S.p.A. in Italy.

- CFS Europe S.p.A.

A step down subsidiary of the Company engaged in manufacture and sale of key raw materials required by the Company.

- Solentus do Brasil Indústria, Comércio, Importação e Exportação de Aditivos Alimentícios Ltda.

A 100% owned subsidiary in Brazil to manufacture and market customized blends to cater to the Latin American market. Besides, it also handles distribution of bulk antioxidants and vanillin

- Solentus North America Inc.

A 100% wholly owned subsidiary in Canada engaged in sales, marketing and distribution of antioxidants, food ingredients, blends, formulations etc in USA and Canada

As decided by the Board of Directors at its meeting held on 29th May, 2014 the copies of Balance Sheet and Statement of profit & Loss, Report of the Directors and Auditors of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company.

Directors

Mr. Dattatraya R. Puranik retires by rotation and being eligible offers himself for reappointment. You are requested to appoint him.

The Companies Act, 2013 (the "Act") provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Act provides that Independent Directors shall hold office for a term upto (5) five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Our Independent Directors being eligible be considered by the shareholders for appointment for a term of upto five consecutive years in accordance with the Act.

With appointment of Mrs. Leena A. Dandekar as Non-Retiring Executive Director proposed to the members w.e.f. 01st July, 2014, under postal ballot, for complying with the provisions of the Companies Act, 2013 and Listing Agreement, the Company is required to expand its Board by appointing (2) two Retiring Directors and (2) two Independent Directors. Accordingly, the appointment of Mr. Nirmal V. Momaya and Mr. Ajit S. Deshmukh is proposed as Retiring Directors and Mr. Atul R. Pradhan and Mr. Nicola A. Paglietti as Independent Directors.

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

As required under the Listing Agreement, particulars of Directors seeking appointment/reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

Approval of resolutions through Postal Ballot

The Company has sought approval of the Members for amending certain Articles of Association, appointment of Mrs. Leena A. Dandekar as Non-Retiring Director, re-appointment of Mr. Dattatraya R. Puranik as Executive Director & CFO, revision in remuneration payable to Mr. Dilip D. Dandekar, Non-Executive Director, approvals under Section 180 (1) (a) & (c) and Section 186 of the Companies Act, 2013. As per schedule the result of the postal ballot shall be declared by end of June, 2014.

Directors'' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profit of the Company for the year under review;

iii. that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records for the year ended 31st March, 2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Committees of Directors

As required under the provisions of the Companies Act, 2013 and amendment in Listing Agreement, the Remuneration Committee and Shareholders / Investors Grievance Committee has been newly constituted as Nomination and Remuneration Committee and Stakeholders Relationship Committee respectively and their terms of reference along with Audit Committee has been enlarged so as to conform to the new regulatory requirements. Similarly Corporate Social Responsibility (CSR) Committee has been setup for undertaking CSR activities from the current financial year.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out for the specified period, by a Practicing Company Secretary. The fndings of the Secretarial Audit were entirely satisfactory.

Cost Audit

The Company''s Cost Records for the year ended 31st March, 2014 in respect of manufacturing activities are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai. However, for financial year 2014-2015, the Company has appointed V R & Associates, Cost Accountants in place of earlier auditor who has since relinquished his office.

Auditors

M/s. B. K. Khare and Co., Chartered Accountants (FR No. 105102W), retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s. 141 of the Companies Act, 2013.

Members are requested to consider and re-appoint M/s. B. K. Khare and Co., Chartered Accountants, as the Statutory Auditors of the Company from the ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

Information Pursuant to Section 217 (2A) of the Companies Act, 1956

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the corporate office of the Company.

Information & Technology

In line with the overall growth objective and strengthening our infrastructure base, the Company has invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values. Through implementation of SAP the Company has improved its operational efficiencies, inventory minimisation and cost optimisation.

The Company views SAP as a strategic tool to enhance its operational efficiencies, through various functional integration.

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

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

Corporate Governance

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certifcate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms a part of this report.

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it to reach its current growth levels. Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and governmental authorities.

For & On behalf of the Board

Ashish S. Dandekar Dattatraya R. Puranik

Managing Director Executive Director &

Chief Financial officer

Place : Mumbai, Dated : 17th June, 2014

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Mar 31, 2013

Dear members

The Directors are pleased to present the 20th Annual Report and the Audited Statements of Account for the fnancial year ended 31st March, 2013.

Highlights of 2012-2013

Net Sales and other income of the Company were Rs. 31,639.97 Lacs as compared to Rs. 25,562.02 Lacs in the previous year. (increase by 23.77%).

Proft before tax was Rs. 2,252.77 Lacs as compared to Rs. 1,644.07 Lacs in the previous year (increase by 37.02%).

Proft after tax was Rs. 1,475.91 Lacs as compared to Rs. 1,014.03 Lacs in the previous year (increase by 45.54%).

Considering the profts available for distribution, Directors have recommended a dividend of Rs. 0.60 per share of Rs. 2/- each (i.e.30%).

Financial Results:

(Rs.in Lacs) 2012-2013 2011-2012

Net Sales & Other Income 31,639.97 25,562.02

Proft before Interest & Depreciation 4,860.59 3,913.12

Interest 1,752.13 1,620.11

Depreciation 855.69 648.94

Proft before Tax 2,252.77 1,644.07

Less: Provision for Tax (Net) 776.86 630.04

Proft after Tax 1,475.91 1,014.03

Balance brought forward from last year 1,331.59 694.49

Balance available for Appropriation 2,807.50 1,708.52

Appropriations:

Proposed Dividend 281.66 233.97

Corporate Dividend Tax 47.84 37.96

General Reserve 150.00 105.00

Balance Carried Forward 2,328.00 1,331.59

2,807.50 1,708.52

Operational Performance

During the year under review, total income of the Company rose to Rs. 31,639.97 Lacs from Rs. 25,562.02 Lacs registering an impressive growth of 23.77%. Your Company has registered a high growth in this extremely volatile market and increased its market share of food antioxidants due to its technological and markets development initiatives. This was possible by the focussed approach on the stability of supplies and prices to the customers inspite of the

recessionary pressures. The net proft after tax for the year was Rs. 1,475.91 Lacs as against Rs. 1,014.03 Lacs in the previous year thereby registering a growth of 45.54%.

The growth of the Company is powered by new and value added products. The Company has added 3 highly potential products from the diphenol downstream as per planned strategy. These products are Vanillin, Tertiary Butyl Catechol (TBC) and Guaiacol which have contributed to the growth.

The Company in spite of low demand and severe pressure on margins achieved the targeted market share. The Company has focussed on the emerging markets like Asia, Latin America and India besides existing areas of business.

The operations team managed to successfully undertake certain critical cost reduction measures. The quantum jump that the Company has achieved in capacities of products with marginal capital investment is due to the great work done by the Engineering and Technology team during the current year.

The establishment of two major business divisions, namely, Food and Industrial Products has been successfully completed. This has resulted in positive impact as demonstrated in the growth of sales volumes and value during the current year. These divisions have brought about a sharper focus on developing Diphenol downstream products which were successfully commercialized. This strategic change has resulted in signifcant increase in market share of both Food and Industrial Products.

Dividend

Considering substantial growth in disposable profts. Your Directors are pleased to recommend payment of a higher dividend @ of Rs. 0.60 per equity share (i.e. 30%) on 4,69,43,940 Equity Shares of Rs. 2/- each for the year ended 31st March, 2013. If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs. 329.50 Lacs inclusive of Dividend Distribution Tax of Rs. 47.84 Lacs.

Employee Stock Option Scheme

During the year under review, the Compensation Committee granted options to the Employees/Directors in accordance with the Securities and Exchange Board of India (Employees'' Stock Option Scheme and Employees'' Stock Purchase Scheme) Guidelines 1999 (‘the SEBI Guidelines").

During the year under review, the Company allotted 1,49,550 equity shares upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Scheme 2008.

The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2013 is given in Annexure A to this report.

Fixed Deposits

During the year under review, your Company has not accepted any new fxed deposits. The total amount of fxed deposits held by the Company was Rs. 694.95 Lacs.

Subsidiaries

- Dulcette Technologies LLC

A 61% owned joint venture of the Company engaged in market/business development of Company''s products in U.S.A.

- CFCL Mauritius Pvt. Limited

A 100% owned subsidiary of the Company incorporated for acquisition of CFS Europe S.p.A. in Italy.

- CFS Europe S.p.A.

A step down subsidiary of the Company engaged in manufacture and sale of key raw materials required by the Company.

As decided by the Board of Directors at its meeting held on 21st May, 2013 the copies of Balance Sheet and Statement of Proft & Loss, Report of the Directors and Auditors of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company.

Directors

Mr. Abeezar E. Faizullabhoy and Mr. Bhargav A. Patel retire by rotation and being eligible offer themselves for re- appointment. You are requested to re-appoint them

Similarly you are also requested to appoint Mr. Dattatraya R Puranik who was appointed as Additional Director w.e.f. 1st August, 2012 by the Board of Directors designated as Executive Director & Chief Financial Offcer and approve his remuneration

None of the Directors are disqualifed from being appointed as Directors, as specifed in Section 274(1)(g) of the Companies Act, 1956

As required under the Listing Agreement, particulars of Directors seeking reappointment at the ensuing Annua General Meeting have been given under Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confrmed that in the preparation of the annual accounts for the fnancial year ended 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

i. that the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year ended 31st March, 2013 and of the proft of the Company for the year under review;

iii. that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records for the year ended 31st March, 2013 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts for the fnancial year ended 31st March, 2013 on a ‘going concern'' basis.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out for the specifed period, by a Practicing Company Secretary. The fndings of the Secretarial Audit were entirely satisfactory.

Cost Audit

The Company''s Cost Records for the year ended 31st March, 2013 in respect of manufacturing activities are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai.

Auditors

M/s. B. K. Khare and Co., Chartered Accountants, retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

Members are requested to consider and re-appoint M/s. B. K. Khare and Co., Chartered Accountants, as the Statutory Auditors of the Company for the year 2013-2014.

Information Pursuant to Section 217(2A) of the Companies Act, 1956

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the corporate offce of the Company.

Information & Technology

In line with the overall growth objective and strengthening our infrastructure base, the Company has invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values. Through implementation of SAP the Company has improved its operational effciencies, inventory minimisation and cost optimisation.

The Company views SAP as a strategic tool to enhance its operational effciencies, through various functional integration.

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

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

Corporate Governance

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certifcate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms a part of this report.

Acknowledgment

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels. Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, fnancial institutions, business associates, regulatory and governmental authorities.

For & On behalf of the Board

Ashish S. Dandekar

Managing Director

Place : Mumbai

Dated : 21st May, 2013

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Mar 31, 2012

The Directors are pleased to present the 19th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2012.

Highlights of 2011-2012

Net Sales/Income from operations of the Company was Rs. 25,206.23 Lacs as against Rs. 16,475.96 Lacs in the previous year.

Profit before tax was Rs. 1,644.07 Lacs as compared to Rs. 841.85 Lacs in the previous year (increase by 95.29%).

Profit after tax was Rs. 1,014.03 Lacs as compared to Rs. 666.20 Lacs in the previous year.

Considering the profits available for distribution, Directors have recommended a dividend of Rs. 0.50 per share of Rs. 2/- each (i.e. 25%).

Financial Results:

(Rs. in Lacs)

2011-2012 2010-2011

Net Sales & Other Income 25,562.02 16,608.45

Profit before Interest & Depreciation 3,913.12 2,188.46

Interest 1,620.11 800.38

Depreciation 648.94 546.23

Profit before Tax 1,644.07 841.85

Less: Provision for Tax (Net) 630.04 175.65

Profit after Tax 1,014.03 666.20

Balance bought forward from last year 694.49 499.02

Balance available for Appropriation 1,708.52 1,165.21

Appropriations:

Proposed Dividend 233.97 186.12

Corporate Dividend Tax 37.97 30.19

General Reserve 105.00 55.00

Balance Carried Forward 1,331.58 893.90

1,708.52 1,165.21

Operational Performance:

The year under review for food antioxidants TBHQ and BHA business was a challenging one due to the pricing volatility of key raw material; Hydroquinone. The volatility and escalation in Hydroquinone prices forced the manufacturers of food antioxidants to adopt short term pricing strategy to protect their margins. In spite of these limitations, the Company has registered a higher growth at 53.91%, compared to its CAGR at 32.75% during the last 4 years, by increasing its market share of food antioxidants business globally. This was possible by a focused approach on the stability of supplies and also prices to the customers. Further, the backward integration due to acquisition of an Italian Company Borregaard Italia S.p.A (now known as CFS Europe S.p.A.) helped the Company to ensure stability in supplies of key raw material at the competitive prices. This has also contributed towards better realizations during the year.

The total income of the Company rose to Rs. 25,562.02 Lacs from Rs. 16,608.45 Lacs registering an impressive growth of 53.91%. Your Company was able to improve its profitability due to quantitative growth and higher sales realization achieved through tighter control over costs, enhancement in production capacity by process re-engineering and de-bottlenecking of plant/processes, by installation of critical equipments, productivity improvements and bringing in operational efficiency. These steps have resulted in improving the margins and finally the net profit after tax which stands atRs. 1,014.03 Lacs as against Rs. 666.20 Lacs in the previous year thereby registering a growth at 52.25%

The Company's product range has applications in 2 growing segments of the market, Food and Industrial The Company created two major business divisions namely Food Ingredients Division and Industrial Products Division as planned in the last year. These business divisions have brought in a sharper focus on the food anti-oxidants and food ingredient business coupled with growing sections of fine chemicals market related to industrial products. This strategic change has been reflected in the growth in the customer base

The Food Division, in spite of the volatility on pricing on account of HQ, has managed not only to hold on to the existing market share but has enlarged its market by adding new markets in China, Middle East and Latin America which have contributed significantly during the year under review. Further, the Company has successfully built a larger customer base in these markets as per the plans put in the earlier year's business strategy

The strategy of appointing a commercial manager for Latin America, covering countries like Brazil, Argentina, Colombia, Chile, Peru, Ecuador, etc. has immensely benefited the Company to penetrate in these Regions W.e.f. 27th August, 2011 name of the Company was changed from Camlin Fine Chemicals Limited to Camlin Fine Sciences Limited to give a broader business outlook of the Company

Dividend:

Considering substantial growth in disposable profits, Your Directors are pleased to recommend payment of a dividend @ of Rs. 0.50 per equity share (i.e. 25%) on 46,794,390 Equity Shares of Rs. 2/- each for the year ended 31st March, 2012 If approved by the shareholders at the Annual Genera Meeting, the dividend will absorb Rs. 271.93 Lacs inclusive of Dividend Distribution Tax of Rs. 37.96 Lacs

Employee Stock Option Scheme:

During the year under review, the Company allotted 264,375 Equity Shares upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme. The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2012 is given in Annexure A to this report.

Further your Directors are proposed to make suitable amendments to the Clause 16 of the said Scheme for closing the scheme at a future date.

It is also proposed to introduce a new Scheme for offering the employees of the Company (excluding the Promoter Director or persons belonging to the Promoter's Group), an option to acquire the Equity Shares of the Company under Camlin Fine Sciences Employees Stock Option Scheme 2012 (ESOP 2012 or the Scheme) on more favorable terms so as to motivate, retain and reward eligible Employees based on their individual performance and facilitating them to contribute in the overall business growth of the Company. Besides the proposed scheme shall also be easy to administer

Fixed Deposits:

During the year under review, your Company has accepted fixed deposits of Rs. 696.90 Lacs from the Public and the Shareholders after complying with the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended. However, no new deposits are being accepted

Subsidiaries:

- Dulcette Technologies LLC

A 51% owned joint venture of the Company posted a total income of Rs. 184.40 Lacs for the fnancial year ended 31st March, 2012

- CFCL Mauritius Pvt. Limited

A 100% owned subsidiary of the Company incorporated on 25th January, 2011 primarily for the purpose of overseas investments

- CFS Europe S.p.A. (formerly known as Borregaard Italia S.p.A)

A 100% subsidiary of CFCL Mauritius Pvt. Ltd. since 8th March, 2011 engaged in manufacture and sale of key raw materials required by the Company

In terms of approval granted by the Board of Directors at its meeting held on 6th February, 2012 Under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet and Profit & Loss Account, Report of the Directors and Auditors of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company

Directors:

Mr. Pramod M. Sapre and Mr. Sharad M. Kulkarni retire by rotation and being eligible offer themselves for re-appointment. You are requested to re-appoint them.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 274(1)(g) of the Companies Act, 1956.

As required under the Listing Agreement, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

Directors' Responsibility Statement:

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2012 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

Secretarial Audit:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out at the specified period, by a Practicing Company Secretary. The findings of the Secretarial Audit were entirely satisfactory.

Cost Audit:

The Company's Cost Records for the year ended 31st March, 2012 in respect of manufacturing activities are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai.

Auditors:

M/s. B. K. Khare & Co., Chartered Accountants, retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

Members are requested to consider and re-appoint M/s. B. K. Khare & Co., Chartered Accountants, as the Statutory Auditors of the Company for the year 2012-2013.

Information Pursuant to Section 217 (2A) of the Companies Act, 1956:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the corporate office of the Company.

Information & Technology:

In line with the overall growth objective and strengthening our infrastructure base, the Company has invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values. Through implementation of SAP the Company has improved its operational efficiencies, inventory minimisation and cost optimisation.

The Company views SAP as a strategic tool to enhance its operational efficiencies, through various functional integration.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

Corporate Governance:

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Management Discussion and Analysis:

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report which forms a part of this report.

Acknowledgment:

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels. Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and governmental authorities.

For & on behalf of the Board

ASHISH S. DANDEKAR

Managing Director

Place : Mumbai

Dated : 24th May, 2012

---

Mar 31, 2011

The Directors are pleased to present the 18th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2011.

Highlights of 2010-11:

Net Sales/Income from operations of the Company were Rs. 16,480.18 Lacs as against Rs. 12,522.03 Lacs in the previous year.

Profit before tax was Rs. 841.84 Lacs as compared to Rs. 658.50 Lacs in the previous year.

Profit after tax was Rs. 666.19 Lacs as compared to Rs. 428.68 Lacs in the previous year.

Considering the profits available for distribution, Directors have recommended a dividend of Rs. 2.00 per share of Rs. 10/- each (i.e. 20%).

Financial Results:

(Rs. In Lacs) March 31, 2011 March 31, 2010

Net Sales & Other Income 16608.45 12633.94

Profit before Interest & Depreciation 2188.45 1704.87

Interest 800.39 603.78

Depreciation 546.23 442.59

Profit before Tax 841.83 658.50

Less: Provision for Tax (Net) 175.65 229.82

Profit after Tax 666.18 428.68

Balance brought forward from last year 499.02 239.39

Balance available for Appropriation 1165.20 668.07

Appropriations:

Proposed Dividend 186.12 116.29

Corporate Dividend Tax 30.19 19.76

General Reserve 55.00 33.00

Balance Carried Forward 893.89 499.02

1165.20 668.07

Operational Performance:

During the year under review, total income of the Company rose to Rs. 16,608.45 Lacs from Rs. 12,633.95 Lacs registering growth of 31.46%.

Despite increase in competition and steep rise in prices of major raw materials your Company was able to improve its profitability. This was mainly due to tighter control over costs, installation of new assets, improvement in productivity and other operational parameters. With set off of accumulated losses of Sangam Laboratories Limited, a 100% subsidiary since amalgamated with the Company, the tax liability was considerably reduced and accordingly the net profit after tax for the year was Rs. 666.18 Lacs as against Rs. 428.68 Lacs in the previous year in spite of increase in Profit Before Tax by 27.84%.

The Company’s main products viz. TBHQ and BHA achieved combined sales of 2665 MT thus making the Company, the largest manufacturers and exporter globally.

Your Directors expect the growth in operational profits to get further boost during the current year with easy availability of key raw material viz. Hydroquinone at the competitive price from its Italian subsidiary Company.

Dividend:

Your Directors are pleased to recommend payment of a dividend @ of Rs. 2.00 per equity share (i.e. 20%) on 9306003 Equity Shares of Rs. 10/- each for the year ended 31st March, 2011. If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs. 216.31 Lacs inclusive of Dividend Distribution Tax of Rs. 30.19 Lacs.

Rights Issue:

During the year, your Company raised an aggregate of Rs. 548.39 Lacs through Rights Issue of Equity Shares in the ratio of 1:3 at a price of Rs. 15.75/- per Equity Share. The Rights Issue opened on 10th August, 2010 and closed on 24th August, 2010. Due to attractive price the issue received overwhelming response from the Members. These Shares have been listed on the Bombay Stock Exchange Limited.

Employee Stock Option Scheme:

During the year under review, the Compensation Committee granted options to the employees in accordance with the Securities and Exchange Board of India (Employees’ Stock Option Scheme and Employees’ Stock Purchase Scheme) Guidelines 1999 (‘the SEBI Guidelines’).

During the year under review, the Company allotted 3315 Equity Shares upon exercise of stock options by the eligible employees under the Employee Stock Option Scheme.

The applicable disclosure as stipulated under SEB Guidelines as at 31st March, 2011 is given in Annexure A to this report.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year. There were no overdue deposits or unclaimed deposits as at 31st March, 2011.

Subsidiaries:

During the year Chemolutions Chemicals Limited, Fine Lifestyle Brands Limited and Fine Renewable Energy Limited ceased to be subsidiaries of the Company.

- Sangam Laboratories Limited

Vide order dated 21st April, 2011 Hon’ble High Court Bombay approved Scheme of Amalgamation of Sangam Laboratories Limited, a 100% owned subsidiary with the Company. Accordingly the accounts of the said subsidiary have been merged with the Company.

- Dulcette Technologies LLC

A 51% owned joint venture of the Company posted a total income of Rs. 89.40 Lacs for the financial year ended 31st March, 2011.

- CFCL Mauritius Pvt. Limited

A 100% owned subsidiary of the Company incorporated on 25th January, 2011 primarily for the purpose of overseas investments.

- Borregaard Italia s.p.a.

A 100% subsidiary of CFCL Mauritius Pvt. Limited since 8th March, 2011 engaged in manufacture and sale of key raw materials required by the Company.

In terms of approval granted by the Board of Directors at its meeting held on 7th February, 2011 u/s 212(8) of the Companies Act, 1956, copies of Balance Sheet and Profit & Loss Account, Report of the Directors and Auditors of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any member of the Company.

Directors:

Mr. Bhargav A. Patel and Mr. Dilip D. Dandekar retire by rotation and being eligible offer themselves for re-appointment. You are requested to re-appoint them.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 274 (1) (g) of the Companies Act, 1956.

As required under the Listing Agreement, particulars of Directors seeking reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

Directors’ Responsibility Statement:

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the profit of the Company for the year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2011 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a ‘going concern’ basis.

Secretarial Audit:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out at the specified period, by a Practicing Company Secretary. The findings of the Secretarial Audit were entirely satisfactory.

Cost Audit:

The Company’s Cost Records for the year ended 31st March, 2011 in respect of manufacturing activities of Bulk Drugs are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai.

Auditors:

M/s. B. K. Khare and Co., Chartered Accountants, retire as Statutory Auditors at the conclusion of the ensuing Annua General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed u/s 224 (1B) of the Companies Act, 1956.

Members are requested to consider and re-appoint M/s. B. K. Khare and Co., Chartered Accountants, as the Statutory Auditors of the Company for the year 2011-2012.

Information Pursuant to Section 217 (2A) of the Companies Act, 1956:

As required u/s 217(2A) of Companies Act, 1956 there are no employees drawing Rs. 60,00,000/- or more if employed throughout the year or Rs. 5,00,000/- or more per month if employed for the part of the year.

Information & Technology:

In line with the overall growth objective and strengthening our infrastructure base, the Company has invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values. Through mplementation of SAP the Company has improved its operational efficiencies, inventory minimisation and cost optimisation.

The Company views SAP as a strategic tool to enhance its operational efficiencies, through various functional integration.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

Corporate Governance:

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in

this regard. The Auditors’ Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Management Discussion and Analysis:

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management’s Discussion and Analysis Report which forms a part of this report.

Acknowledgment:

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels.

Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and governmental authorities.

For & on behalf of the Board

ASHISH S. DANDEKAR Managing Director

Place : Mumbai Dated : 25th May, 2011

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Mar 31, 2010

The Directors are pleased to present the 17th Annual Report and the Audited Statements of Account for the fnancial year ended 31st March, 2010.

HIGHLIGHTS OF 2009-10:

Net Sales of the Company were Rs. 12345.41 Lacs as compared to Rs. 10050.25 Lacs in the previous year.

Profit before tax was Rs. 658.50 Lacs as compared to Rs. 520.52 Lacs in the previous year.

Profit after tax was Rs. 428.68 Lacs as compared to Rs. 338.48 Lacs in the previous year.

Directors have recommended a dividend of Rs. 2.00 per Share of Rs. 10/- each (i.e. 20.00%) as compared to Rs. 1.50 per Share of Rs. 10/- each (i.e. 15.00%).

FINaNcIAL RESULTS:

(Rs. In Lacs) 2009-2010 2008-2009 Net Sales & Other Income 12633.95 10107.41 Profit before Interest & Depreciation 1704.87 1475.11 Interest 603.78 553.46 Depreciation 442.59 401.13 Profit before tax 658.50 520.52 Less: Provision for tax 229.82 182.04 Profit after tax 428.68 338.48 Balance brought forward from last year 239.39 19.70 Profit available for Appropriation 668.07 358.18 Appropriations: Proposed Dividend 116.29 87.00 Corporate Dividend Tax 19.76 14.79 transferred to General Reserve 33.00 17.00 Balance Carried forward 499.02 239.39 668.07 358.18

OPERATIONAL PERFORMANCE:

During the year under review, total income of the Company rose to Rs. 12633.94 Lacs from Rs. 10107.41 Lacs maintaining a growth rate of 25%.

Despite a volatile foreign exchange situation and a recessionary environment dominating the economic scenario during the year ended 31st March, 2010, your Company maintained its profitability. This was mainly due to tighter control over costs, installation of new assets & capacity expansion, improvement in productivity and other operational parameters. The net profit after tax improved

from Rs. 338.48 Lacs to Rs. 428.68 Lacs registering a growth rate of around 27.00% over the previous year.

The Company’s main products viz. TBHQ and BHA Mchieved a combined sale of 2276 MT thereby globally making the Company the largest manufacturer and exporter.

Barring any unforeseen situation, your Directors expect the growth in operations and profitability to continue in the current year as well.

DIVIDEND:

Your Directors are pleased to recommend payment of a dividend at the rate of Rs. 2.00 per equity share (i.e. 20.00%) on 58,14,480 Equity Shares of Rs. 10/- each for the year ended 31st March, 2010. If approved by the shareholders at the ensuing Annual General Meeting, the dividend will absorb Rs. 136.05 Lacs inclusive of Dividend Distribution Tax of Rs. 19.76 Lacs. Shares that may be allotted on exercise of options granted under the Employee Stock Option Scheme before the book closure will rank pari passu with the existing shares and be entitled to receive the dividend.

EMPLOYEE STOCK OPTION SCHEME:

During the year under review, the Compensation Committee granted options to the Employees/Directors in accordance with the Securities and Exchange Board of India (Employees’ Stock Option Scheme and Employees’ Stock Purchase Scheme) Guidelines 1999 (‘the SEBI Guidelines”).

During the year under review, the Company allotted 14,480 Equity Shares of Rs. 10/- each upon exercise of stock options by the eligible Employees/Directors under the Employee Stock Option Scheme. The applicable disclosure as stipulated under SEBI Guidelines as at 31st March, 2010 is given in Annexure ‘A’ to this report.

SUBSIDIARIES:

The Company at present has the following subsidiaries;

(a) Chemolutions Chemicals Limited.

A 68% owned subsidiary of the Company posted a total income of Rs. 1657.92 Lacs for the financial year ended 31st March, 2010.

(b) Sangam Laboratories Limited.

A 91% owned subsidiary of the Company posted a total income of Rs. 120.10 Lacs for the financial year ended 31st March, 2010.

(c) Fine Lifestyle Brands Limited.

A 51% owned subsidiary of the Company posted a total income of Rs. 5.40 Lacs in its first year of operations for the financial year ended 31st March, 2010.

(d) Fine Renewable Energy Limited.

A 77% owned subsidiary of the Company posted a total income of Rs. 51.28 Lacs in its first year of operations for the financial year ended 31st March, 2010.

(e) Dulcette Technologies LLC, USA.

A 51% owned joint venture of the Company posted a total income of Rs. 25.28 Lacs for the financial year ended 31st March, 2010.

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet and Profit & Loss Account, Report of the Directors and Auditors of the Subsidiaries have not been attached to the Annual Accounts of the Company. These documents will, however, be made available upon request by any members of the Company. As directed by the Central Government in its approval, the financial data of the subsidiaries have been annexed and forms part of this Annual Report.

Directors:

Mr. Sharad M. Kulkarni and Mr. Abeezar E. Faizullabhoy retire by rotation and being eligible offer themselves for re-appointment. You are requested to re-appoint them.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 274 (1) (g) of the Companies Act, 1956.

As required under the Listing Agreement, particulars of Directors seeking reappointment at the ensuing Annual General Meeting have been given under Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profit of the Company for the year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2010 in accordance with the provisions of the Companies

Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

SECRETATRIAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit has been carried out during the specified period, by a Practicing Company Secretary. The findings of the Secretarial Audit were entirely satisfactory.

COST AUDIt:

The Company’s Cost Records for the year ended 31st March, 2010 in respect of manufacturing activities of Bulk Drugs are being audited by Cost Auditor, Mr. Prakash A. Sevekari, Mumbai.

AUDITORS:

M/s. B.K. Khare & Co., Chartered Accountants, retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Members are requested to consider and re-appoint M/s. B.K. Khare & Co., Chartered Accountants, as the Statutory Auditors of the Company for the year 2010-2011.

INFORMATION PURSUANT TO SECTION 217 (2a) OF THE COMPANIE ACT, 1956: Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, form part of this report.

However, as per the provision of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

LABOUR RELATIONS:

During the year under review, the Company has signed a Wage Agreement with the workers of the Tarapur Plant. The demands raised by them were fully met to the satisfaction of the workers.

The relations with the workers and staff were cordial.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the annexure to this report.

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as a part of the Annual Report. Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors’ Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. The Management Discussion and Analysis Report also forms a part of this report.

ACKNOWLEDGEMENT:

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of the Company, in helping it reach its current growth levels.

Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, regulatory and government authorities.

For & on behalf of the Board ASHISH S. DENDEKAR Managing Director Place: Mumbai, Dated:5th May 2010