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Camlin Fine Sciences Ltd.
Market Cap. (Rs.) 740.11 Cr. P/BV 1.99 Book Value (Rs.) 30.62
52 Week High/Low (Rs.) 155/59 FV/ML 1/1 P/E(X) 0.00
Bookclosure 13/08/2018 EPS (Rs.) 0.00 Div Yield (%) 0.00
You can view full text of the latest Director's Report for the company.
Year End :2017-03 

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


Net Sales & Other Income



Profit before Interest & Depreciation









Profit/(Loss) before exceptional item and tax



Less : Exceptional Item



Less: Provision for Tax (Net)



Profit After Tax



Balance available for Appropriation




Proposed Dividend



Corporate Dividend Tax



General Reserve



Balance Carried Forward



# 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.


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.


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.


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.


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.


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.


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.


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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Reg. Office: 32/A, Diamond Harbour Road, Shakerbazar, Kolkata 700008 Tel: 033 2445 6442/66063000 Fax: 033 6606 3041
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