Annual Report: 2024
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.
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