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Camac Commercial Company Limited Unlisted Shares

Annual Report: 2023

Year: 2023

Annual Report Summary

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.

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