Camac Commercial Company Limited Unlisted Shares Annual Reports

Camac Commercial Company Limited Unlisted Shares

The 44th Annual Report for the fiscal year 2023-2024 of CAMAC Commercial Company Limited details the company's performance, financial results, proposed resolutions for the upcoming Annual General Meeting (AGM), and various corporate governance practices. The AGM is scheduled for July 18, 2024, via video conferencing. **Notice & AGM Agenda** The notice for the AGM includes ordinary business: to receive, consider, and adopt the audited financial statements for the year ended March 31, 2024, along with the Board and auditors’ reports; and to appoint a director in place of Ms. Swati Srivastava, who is retiring by rotation and is eligible for re-appointment. Special business items include: re-appointing Mr. Abhinav Srivastava as a Non-Executive Independent Director for a second five-year term; approving the alteration of the Object Clause of the Memorandum of Association (MOA) to align with the Company's current investment activities, categorize it as a Type-1 Non-Banking Finance Company (NBFC), and comply with the Companies Act, 2013; and adopting a new set of Articles of Association (AOA) as per the Companies Act, 2013. Shareholders who want to express views or ask questions may register as speakers. **Key Financial Data & Board’s Report** The Board's report highlights the financial performance of the company. The standalone total income was ₹296.32 Lakhs for both FY 2023-24 and FY 2022-23, while profit/loss before tax was ₹92.89 Lakhs for 2023-24 compared to ₹(329.45) Lakhs in the previous year. The profit/loss after tax was ₹93.48 Lakhs (2023-24) and ₹(329.25) Lakhs (2022-23). The consolidated total income was ₹296.32 Lakhs for both FY 2023-24 and FY 2022-23. The profit/loss before tax was ₹92.89 Lakhs for 2023-24 compared to ₹(329.45) Lakhs in the previous year, while share in profit/loss of associates was ₹(1020.51) Lakhs (2023-24) and ₹(140.43) Lakhs (2022-23). The profit/loss after tax was ₹(927.03) Lakhs (2023-24) and ₹(469.68) Lakhs (2022-23). The company's activities mainly involve investing surplus funds in mutual funds, non-convertible debentures (NCDs), bonds, and equity shares. The Board does not recommend a dividend for 2023-2024. A sum of ₹24.46 Lakhs is being carried to the special reserve. **Directors & Key Personnel** The board consists of three directors, including one non-executive non-independent and two non-executive independent directors. The Key Managerial Personnel (KMP) include Mr. Sanjay Kumar (Chief Financial Officer), Ms. Shakshi Mishra (Company Secretary), and Mr. Umesh Dutt (Manager). Mr. Sunil Singh resigned as Manager, effective May 31, 2023, and Mr. Umesh Dutt was appointed as Manager on June 1, 2023. Ms. Monisha Saraf was re-appointed as a non-executive independent director for a second term. The Board has conducted performance evaluations of independent directors, board committees, and individual directors. **Compliance & Governance** The company has established a Vigil Mechanism/Whistle Blower Policy. The Company has met 10 times. The company is committed to maintaining high standards of corporate governance and has various board committees including audit, nomination and remuneration, and stakeholder relationship committees. Balraj Sharma & Associates conducted the secretarial audit, confirming compliance with the Companies Act, Rules, Regulations and Guidelines. The company is registered as a non-deposit taking NBFC with the RBI but currently classified as a Middle Layer NBFC. **Legal Matters** The Securities and Exchange Board of India (SEBI) had issued 5 show cause notices to the company. SEBI had accepted the Company's applications under the SEBI (Settlement Proceedings) Regulations, 2018 to settle proceedings for 3 of these cases. For the other 2 cases, The Securities Appellate Tribunal (SAT) had stayed the effect and operation of the SEBI Orders subject to payment of 25% of the levied penalty(ies) by the Company. The payment for the said 25% penalty has been made to SEBI by the Company. The matter is sub-judice as on date. **Financial Statements & Auditors' Report** The auditor's report from S.R. Goyal & Co. provides an unqualified opinion on the standalone and consolidated financial statements, indicating a true and fair view of the company's affairs. A "emphasis of matter" is included, drawing attention to a SEBI final order from March 28, 2023 where the company has made the requied payment to SEBI. **Operational Information** The Equity Shares of the Company are listed at the Calcutta Stock Exchange Ltd. , and the annual listing fee for the financial year 2024-25 has been paid. The Equity Shares of your Company are available for trading in the depository systems of the Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Electronic copies of annual report 2024, notice of the 44th AGM, and instructions slip will be sent to all the shareholders whose email addresses are registered with the Company/depository participant(s) for communication purpose. **Shareholding** The shareholding pattern as of March 31, 2024 shows promoters holding 68.86%, public holding (institutions) 0.01%, and public holding (non-institutions) 30.30%. The company adheres to all applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI). **MD&A** The Management Discussion and Analysis (MD&A) report outlines the global and Indian economic climate, and discusses the company's performance within this context. CAMAC is a non-deposit-accepting NBFC, classified as Middle Layer due to its asset size. The company earned a net profit of Rs. 93.48 lakhs during the financial year 2023-2024. The Reserve Bank of India (RBI) has been continually strengthening the supervisory framework for Non-Banking Financial Companies (NBFCs) to ensure their sound and healthy functioning and to mitigate excessive risk-taking.

Camac Commercial Company Limited Unlisted Shares

The 43rd Annual Report of Camac Commercial Company Limited for the financial year 2022-23 includes audited standalone and consolidated financial statements, prepared in accordance with Indian Accounting Standards (Ind AS). The report announces the Annual General Meeting (AGM) scheduled for Wednesday, July 12, 2023, conducted through Video Conferencing (VC). **Key AGM Agenda Items:** * Adoption of the audited financial statements for the year ended March 31, 2023. * Re-appointment of Ms. Swati Srivastava (DIN: 08529225) as a Director, who retires by rotation. * Re-appointment of Ms. Monisha Saraf (DIN: 07503642) as a Non-Executive Independent Director for a second term, effective May 29, 2023, to May 28, 2028, subject to member approval via special resolution, as she meets the criteria for independence per Section 149(6) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. * Appointment of Mr. Umesh Dutt as Manager for a period of three years starting June 1, 2023, at a gross remuneration of Rs. 6.39 lakhs per annum, subject to member approval, filling the vacancy created by the resignation of Mr. Sunil Singh. **Financial Performance (Standalone & Consolidated):** * The company experienced losses after tax for both standalone (Rs. 329.25 lakhs) and consolidated (Rs. 469.68 lakhs) results. * Increase in legal and professional charges due to shareholder and SEBI-related matters contributed to the loss. * The company's primary activity during the year was investment in debt/equity mutual funds, corporate deposits, government bonds, and listed/unlisted equity shares. * No dividend is recommended for the financial year 2022-2023. **Corporate Governance & Compliance:** * The Board comprises three directors, including two Non-Executive Independent Directors, aligning with the Companies Act, 2013, and SEBI regulations. * Mr. Sunil Singh resigned as Manager on May 31, 2023, and Mr. Umesh Dutt was appointed as his replacement. * Ten Board meetings were held, complying with the requirement of a maximum 120-day gap between meetings. An independent directors' meeting, chaired by Ms. Monisha Saraf, took place on February 24, 2023. * The company has a Nomination and Remuneration Policy, a Business Risk Management policy, and various Board Committees (Audit, Nomination & Remuneration, Stakeholders Relationship, Risk Management). * The company adheres to corporate governance requirements, including a Vigil Mechanism/Whistle Blower Policy. * The company confirms that the Independent Directors meet independence criteria and have registered with the Independent Director's database. **Other Key Points:** * SEBI settlement proceedings involving the company and its associates resulted in a payment of Rs 470.10 lakhs, but certain adjudication orders regarding other matters were challenged by the Company before the Securities Appellate Tribunal (SAT). SAT stayed the effect of these SEBI orders subject to a 25% penalty payment, and the appeals are pending. * Total CSR obligation of the Company for the financial year 2022-23 was Rs. 9.00 lakhs, which was contributed to the Times Foundation. * There are two permanent employees in the company. * The shares of the company are listed on the Calcutta Stock Exchange (CSE). * The company is registered as a Systemically Important-Non deposit taking Non-Banking Financial Company with the Reserve Bank of India. * The report details the procedures for remote e-voting and participation in the AGM through VC and include instructions for shareholders holding shares in demat and physical forms. * The Register of Members and Share Transfer Register will be closed from July 6, 2023, to July 12, 2023. The report also details the distribution of shareholding, composition of various committees, and compliance with various regulations including details of directors seeking appointment or re-appointment. Further details on related party transactions, auditors' reports, internal controls, going concern status and other disclosures required under Companies Act, 2013 and SEBI regulations are also outlined.

Camac Commercial Company Limited Unlisted Shares

The following is a detailed summary of the 42nd Annual Report for the financial year 2021-22 of Camac Commercial Company Limited. **I. Company Overview and AGM Details:** The 42nd Annual General Meeting (AGM) of Camac Commercial Company Limited will be held on September 30, 2022, at 10:15 A.M. IST via Video Conferencing (VC). Physical attendance is not required. The notice details procedures for participating in the AGM through VC and e-voting, including registration deadlines, contact information for technical support, and requirements for institutional shareholders. The Company Secretary is Ms. Shakshi Mishra. The corporate identification number (CIN) is L70109DL1980PLC169318. The registered office is located in New Delhi. **II. Ordinary Business at the AGM:** The meeting will address the following: * Adoption of audited financial statements (standalone and consolidated) for the year ended March 31, 2022, along with the Board's and Auditors' reports. * Appointment of a director in place of Ms. Swati Srivastava, who is retiring by rotation and is eligible for re-appointment. * Appointment of Statutory Auditor: M/s. S. R. Goyal & Co. (Firm Registration No:001537C) is proposed as Statutory Auditors to hold office from the conclusion of 42nd AGM till the conclusion of the 45th Annual General Meeting. Their proposed fees is Rs. 47,000/- plus applicable taxes. The audit committee has also recommended this appointment. **III. Financial Performance and Results:** The report presents the standalone and consolidated financial results for the year ended March 31, 2022, prepared in accordance with Indian Accounting Standards (Ind AS). * **Standalone Results:** * Total Income: ₹ 637.07 Lakhs (previous year: ₹ 428.14 Lakhs). * Total Expenditure: ₹ 81.19 Lakhs (previous year: ₹ 85.13 Lakhs). * Profit after Tax: ₹ 464.77 Lakhs (previous year: ₹ 286.98 Lakhs). * **Consolidated Results:** * Total Income: ₹ 637.07 Lakhs (previous year: ₹ 428.14 Lakhs). * Total Expenditure: ₹ 81.19 Lakhs (previous year: ₹ 85.13 Lakhs). * Profit after Tax: ₹ 770.07 Lakhs (previous year: ₹ 453.45 Lakhs). 305.30 Lakhs of the ₹ 770.07 Lakhs consolidated profit relates to the Associates Companies. * The company has not carried on any business activity during the year, and the funds are invested in debt/equity mutual funds, corporate deposits of top-rated NBFCs, government bonds, and equity shares of listed and non-listed companies. * No dividend is recommended for the financial year 2021-2022. * ₹ 92.95 Lakhs is carried to the special reserve pursuant to Section 45-IC of the Reserve Bank of India Act, 1934. **IV. Directors and Key Managerial Personnel:** * The Board comprises three directors: two independent and one non-executive. * Ms. Swati Srivastava retires by rotation and offers herself for re-appointment. * Ms. Surabhi Srivastava resigned as Company Secretary cum Compliance Officer effective February 08, 2022, and Ms. Shakshi Mishra was appointed in her place. * Mr. Sanjay Kumar (Chief Financial Officer) and Mr. Sunil Singh (Manager) continue as Key Managerial Personnel. * The directors' shareholding are: as on March 31, 2022, Ms. Monisha Saraf holds 100 shares, whereas Mr. Abhinav Srivastava and Ms. Swati Srivastava don't hold any shares in the Company. **V. Committees of the Board:** The Board has constituted an Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee. Details of their constitution and meetings are provided. **VI. Auditors:** * M/s K.N. Gutgutia & Co., Chartered Accountants, were the statutory auditors. M/s S.R. Goyal & Co. is being proposed to replace them, subject to shareholder approval. * The auditor's report does not contain any qualifications, reservations, or adverse remarks. * M/s. Balraj Sharma & Associates is the secretarial auditor. The secretarial audit report does not contain any qualification, reservation, or adverse remark. * M/s Nidhi S Gupta, Chartered Accountants, perform the duties of internal auditors. **VII. Other Key Highlights:** * The company's CSR obligation for the year 2021-22 was ₹ 9.98 Lakhs, contributed to the Times Foundation. * A Vigil Mechanism / Whistle Blower Policy is in place. * The Company complies with corporate governance requirements as per SEBI regulations. * The Company is listed on the Calcutta Stock Exchange (CSE) and has paid its listing fees. The Company has diligently complied with the applicable provisions of the listing regulations with the exchange. * The Company is registered as a Systemically Important-Non deposit taking Non-Banking Financial Company with the Reserve Bank of India. * The Company has Registrar and Transfer Agent (RTA) and details of how to communicate with the RTA or the Company are provided. **VIII. Notes to Financial Statements:** The annual report includes detailed notes to the financial statements, providing information on accounting policies, financial instruments, share capital, reserves, provisions, contingent liabilities, related party disclosures, and other matters required by Ind AS. Of note are details of the company's investment portfolio and compliance with NBFC regulations. These notes contain detailed information on the various line items presented in the balance sheet and statement of profit and loss. Management has presented an assessment of these events in a "Management Discussion and Analysis" section. **IX. Auditors' Reports:** The report includes the Independent Auditor's Report on both the standalone and consolidated financial statements, along with a separate report on internal financial controls. The Independent Auditor's Report on the consolidated financial statements expresses an unmodified opinion. The Key Audit Matters are addressed in the context of the Consolidated Financial Statements as a whole, and in forming an opinion. There are no Key audit matters to be communicated in this report. The Independent Auditor's Report has also addressed the compliance of the conditions of Corporate Governance

Camac Commercial Company Limited Unlisted Shares

The 41st Annual Report (2020-21) of Camac Commercial Company Limited (CIN: L70109DL1980PLC169318) highlights the company's financial performance, governance, and compliance. The Annual General Meeting (AGM) is scheduled for September 30, 2021, via video conferencing. **Corporate Information & Key Personnel:** The registered office is located in New Delhi. The directors are Mr. Abhinav Srivastava, Ms. Monisha Saraf, and Ms. Swati Srivastava. Mr. Sanjay Kumar serves as the Chief Financial Officer, Mr. Sunil Singh is the Manager, and Ms. Surabhi Srivastava is the Company Secretary. HDFC Bank Limited is the banker. The statutory auditors are M/s K. N. Gutgutia & Co., the secretarial auditors are M/s. Balraj Sharma & Associates, and the internal auditors are M/s. Nidhi S Gupta. M/s. Niche Technologies Pvt. Ltd. is the share transfer agent. **AGM & Business Matters:** The AGM will address the adoption of audited financial statements for the year ending March 31, 2021, the re-appointment of Ms. Swati Srivastava as director (retiring by rotation), and the re-appointment of Mr. Sunil Singh as manager. The notice outlines the process for members to participate in the AGM through video conferencing, including e-voting procedures. The e-voting period will be open from September 27, 2021, to September 29, 2021. **Board's Report & Financial Results:** The Board's Report details the financial results for the year ended March 31, 2021, with comparative figures from the previous year (March 31, 2020). Total Income: ₹428.14 Lakhs (2021) vs. ₹528.72 Lakhs (2020) Total Expenditure: ₹85.13 Lakhs (2021) vs. ₹67.59 Lakhs (2020) Profit Before Tax: ₹343.01 Lakhs (2021) vs. ₹461.13 Lakhs (2020) Profit After Tax: ₹286.98 Lakhs (2021) vs. ₹386.69 Lakhs (2020) Consolidated Profit After Tax: ₹453.45 Lakhs (2021), with ₹166.47 Lakhs relating to Associate Companies The board does not recommend a dividend for the financial year 2020-2021. The company has invested its surplus funds in debt-based mutual funds. The Board proposes to carry ₹57.40 lakh to special reserve. The company has not accepted any public deposits. There were no loans or guarantees given under Section 186 of the Companies Act, 2013. **Board Changes & Evaluations:** Mr. Abhinav Srivastava was appointed as an Independent Director. The board performed an evaluation of independent directors, committees, and the board as a whole. Eight board meetings were held, with no gap exceeding 120 days. Ms. Monisha Saraf chaired a meeting of independent directors. **Other Key Points from the Report:** The company's CSR obligation for the financial year 2020-21 was ₹8.60 lakhs, and the company contributed this amount to the Times Foundation. The company has a Vigil Mechanism/Whistle Blower Policy. The company is compliant with corporate governance requirements. There were no material related-party transactions. Mr. Sanjay Kumar (CFO), Ms. Surabhi Srivastava (Company Secretary) and Mr. Sunil Singh (Manager) are detailed with the years of experience, remuneration and other employment details. The company is registered as an NBFC but is now categorized as a Systemically Important Non-Deposit-taking NBFC due to its asset size crossing ₹500 crores. The Company's Registrar and Transfer Agent is Niche Technologies Private Limited. The notice and Annual Report are available on www.camaccommercial.com and www.evotingindia.com The annual return of the company as at March 31, 2021 is available on the company's website. **Auditor's Report & Internal Control:** The auditor's report from K.N. Gutgutia & Co. states that the standalone and consolidated financial statements give a true and fair view. They found no key audit matters to communicate. The auditor also provided a separate report expressing an unmodified opinion on the adequacy and operating effectiveness of the company's internal financial controls over financial reporting. Balraj Sharma & Associates conducted the secretarial audit, expressing that the company generally complied with the statutory provisions. **Shareholding Pattern:** The report includes details on the distribution of shareholding and category-wise shareholding pattern as of March 31, 2021, including the number of shareholders and shares held in various holding ranges and by different categories of shareholders (promoters, public, etc.). As of March 31, 2021, 8,65,427 Equity Shares, representing 98.03 % of the total Equity Share Capital, have been dematerialized. **Management Discussion and Analysis Report (MDA):** The MDA discusses the impact of COVID-19, company performance, opportunities, threats, risk and concern, internal control systems, and their adequacy. It says the company earned a net profit of Rs 286.98 Lakhs during the year 2020-21. The MDA highlights the company’s focus on safe work environments and prudent investments.