Camson Annual Report 2009-2010

CAMSON BIO TECHNOLOGIES LIMITED

Annual Report 2009-10

Board of Directors

Mr. Dhirendra Kumar Managing Director

Mr. A N Singh Director

Mr. Krishnaswamy Ramaswamy Director

Mr. B C Madappa Director

Mr. Veerendra Kumar Singh Director

Dr. Anurudh Kumar Singh Director

Mr. Sanjay Agarwal Director

Mr. C.M. Murthy Company Secretary

Contents

Managing Director’s Message 8

Notice 9

Directors’ Report 14

Corporate Governance 20

Management Discussion & Analysis 28

Auditors’ Report 30

Balance Sheet 33

Profit & Loss Account 34

Schedules to the Financial Statements 35

Cash Flow Statement 41

Balance Sheet Abstract 52

Registered Office

Survey No.132

Madagondanahalli,

Bangalore - 561 203.

Tel: +91 80 2535 5138 / 8097

Telefax: +91 80 2535 2232

E-mail: [email protected]

www.camsonbiotechnologies.com

Auditors

Ishwar & Gopal

Chartered Accountants

Bangalore

Registrars & Share Transfer Agents

Alpha Systems Pvt.Ltd.

No. 30, Ramana Residency, 4th Cross,

Sampige Road, Malleswaram,


Phone: 080 - 2346 0815 / 818

Fax: 080 - 2346 0819

Bankers

State Bank of India

Axis Bank

Bank of Baroda

Corporation Bank

Kotak Mahindra Bank

ANNUAL REPORT 2009-2010

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MESSAGE FROM MANAGING DIRECTOR

Dear Shareholders,

Agriculture needs to re-invent itself in many ways. Over burdened eco- system, increasing demands from agriculture to

support global food needs and growing food safety awareness have made this imperative.

It is time to re-engineer agricultural practices. It is time to change the way we think about our planet, our communities,

our eco- systems and the way we approach agriculture.

Camson is doing this by implementing ecological agricultural practices for a sustainable future. The global demand for

food is likely to double by 2050 as world population multiplies and economic growth enables higher spending on food

and just not food,- Healthy food. Meeting the growing food demand across the globe is the biggest challenge that we

have to face and the only way forward is, to produce more from the same land. We, as a society, are facing one more

challenge- of the farmers abandoning their land, as agriculture is not remunerative enough.

Faced with a daunting task of increasing productivity from the landmass, making agriculture remunerative for the farmers,

protecting the ecological balance , ensuring healthy food for the growing population, Camson has strived and achieved

success in its endeavor.

Camson has successfully launched in the Indian market many firsts in biocides, hybrid seeds and biofertilizers, which has

given a new hope to the farmers of India.

Many brands launched by the Company have already become a new bench-mark in agriculture- (in biocides) - Calbahaar,

Calgard, Caltika, Calmyte, (to name a few) and very unique “ freezer watermelon”, like Netravati, Vedavati, Sonmati etc.

We have been continuously making investments to open up new market and service. Our intellectual capability and focus

on innovation are helping us chart our future progress not only in terms of our business but through the impact on

community at large.

Our business is guided by our mission to provide innovative biotechnology solutions for global agricultural needs. In

order to accomplish this, Camson has developed a unique technology platform that enables the development of alternative

products that are safer, more effective, non poisonous, eco- friendly, etc.

Importantly, Camson and its shareholders are well positioned to benefit from the ensuing growth.

Wish you all the best.

Dhirendra Kumar Bangalore

Managing Director 30.08.2010


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NOTICE

Notice is hereby given that the 16th Annual General Meeting of the members of the Company will be held on Monday, the

27th day of September, 2010, at 3.30 p.m. at Hotel Nandhini, 210, ‘A’ Cross, Domlur 1st Main, 2nd Stage, Bangalore,

560071 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2010 and the Profit and Loss Account

for the year ended on that date together with the reports of the Directors and Auditors thereon.

2. To declare dividend.

3. To appoint Mr. A.N.Singh, Director, who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint Mr. Krishnaswamy Ramaswamy, Director, who retires by rotation and being eligible, offers himself for

reappointment.

5. To reappoint Messrs Ishwar & Gopal, Chartered Accountants, Membership No. 001154S to hold the office of

Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General

Meeting and authorise the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:

6. To appoint Mr. Sanjay Agarwal who was appointed as Additional Director and who holds Office upto the date of this

meeting and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956

proposing the candidature of Mr. Sanjay Agarwal as a Director.

7. To appoint Mr. Gulshan Kumar Khanna who was appointed as Additional Director and who holds Office upto the

date of this meeting and in respect of whom the Company has received a notice under Section 257 of the Companies

Act, 1956 proposing the candidature of Mr. Gulshan Kumar Khanna as a Director.

8. To consider, and if thought fit, to pass with or without modification(s), the following as a Special Resolution:

“RESOLVED THAT pursuant to, and in accordance with, the provisions of Sections 198, 269, 309, 310, 311,

Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, or any re-enactment or modifications

thereof, approval of the members be and is hereby accorded to the variation in the terms of remuneration payable

to Mr. Dhirendra Kumar, Managing Director with effect from 23.05.2010 for a period of 3 years, i.e. from 23.05.2010

to 22.5.2013 with the new terms and conditions, as mentioned below:

1. Overall Remuneration : Rs.5,00,000/-(CTC) per month, inclusive of perquisites as per Company rules.

However, the following components shall not form part of the Managerial Remuneration.

1. CONVEYANCE : Chauffer driven car provided by the Company for the performance of duties. All expenses

towards this facility will be borne by the Company.

2. TELEPHONE : A residential telephone, Laptop Computer and one Internet Service connection will be provided by

the Company at its cost to facilitate the performance of duties.

3. REIMBURSEMENT OF BUSINESS EXPENSES : Reimbursement of all reasonable expenses on travel, entertainment

etc., legitimately incurred in the course of duties.


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No sitting fees will be paid for attending Meetings of the Board of Directors or Committees thereof nor shall he be

liable to retire by rotation.

MINIMUM REMUNERATION:

In the event of absence or inadequacy of profits in any financial year during the currency of tenure of the appointment,

the entire applicable remuneration by way of salary and perquisites mentioned above shall be paid as minimum

remuneration, subject to the provisions under Schedule XIII of the Companies Act, 1956.

FURTHER RESOLVED THAT the Board of Directors or Remuneration Committee be and is hereby authorized to

vary the terms of appointment of Mr. Dhirendra Kumar, as Managing Director, within the limits prescribed under

Schedule XIII or other provisions of the Companies Act, 1956 without seeking further approval from the shareholders.”

By order of the Board of Directors

Place: Bangalore C M Murthy

Date: 30.08.2010 Company Secretary

NOTES:

(1) A member entitled to attend and vote at the Meeting, is also entitled to appoint a proxy or proxies to attend and, on

a poll, to vote instead of such member. A proxy need not be a member. Duly executed proxy form, in order to be

effective, must be deposited at the Registered Office of the Company not less than 48 hours before the commencement

of the Meeting.

(2) The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956, relating to the Special Business

to be transacted at the Meeting, is given below and forms part of the Notice.

(3) The Register of Members and Transfer Books of the Company will be closed from 23.09.2010 to 27.09.2010.

(4) Please quote your Folio Number/DP Id No. and the Company’s name in all correspondence with Alpha Systems

Pvt Ltd. 30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore - 560 003 who are the Registrars

& Transfer Agents of the Company.

(5) Members holding Shares in physical form are requested to immediately intimate change of address, if any, to the

Company/ Registrars & Transfer Agents (RTA) quoting reference to the Registered Folio Number.

(6) If Shares are registered in the same name or in the same order of names but in several Folios, please let us know so

that we may consolidate them into one Folio.

(7) Shareholdes now avail of the facility of nomination by nominating, in the prescribed form, a person to whom the

Shares in the Company shall vest in the event of the death. Interested members may write to the Company/

Registrars & Transfer Agents for the prescribed form.

(8) Queries on accounts and operations of the Company, if any, may please be sent to the Company, seven days in

advance of the Meeting, so that the clarifications may be made available at the Meeting.

(9) Members / Proxies should bring in their attendance slip, duly filled in, for attending the Meeting.

(10) Members are requested to note that as prescribed by the Securities and Exchange Board of India (SEBI), trading in


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securities of the Company is in dematerialized form only. Hence, Members who are yet to dematerialize their

Shares are advised to do so. The Company has entered into agreements with NSDL and CDSL for Demat facilities.

(11) Pursuant to SEBI notification no. MED/ DOP/ Circular/05/2009 dated May 20, 2009, it has become mandatory for

the transferee(s) to furnish copy of PAN Card to the Company/ RTA to enable/effect transfer of Shares in physical

form.

(12) In order to protect the investors from fraudulent encashment of their dividend warrants or Demand Drafts, the

Company hereby offers Electronic Clearing Services (ECS) facility to the Shareholders having Bank Accounts at

Centers notified for ECS by RBI. RBI is continuously adding more centers for ECS and Members are kindly requested

to check with their banker whether their place has been notified by RBI for the purposes of ECS. ECS mandate form

is forwarded as detachable part of this Annual Report. The Members from the ECS notified centers desirous of

payment of dividend through ECS are requested to forward the ECS mandate form, duly signed with the required

annexure, to Company’s present Registrars and Share Transfer Agents, Alpha Systems Pvt. Ltd., Bangalore.




I. Information pursuant to Clause 49 of the Listing Agreement regarding re-appointment of Directors:

Sl No Name Educational Age Experience

Qualifications (Yrs)

1 Mr. A.N. Singh M. Sc. Agriculture 76 Over 50 years experience in Agriculture and allied

activities. Retired as Commissioner of Agriculture,

Govt. of India. Was Consultant to World Bank. His

Experience in the Agro field is very relevant to the

Company’s business

2 Mr. Krishnaswamy B.A. (Hons.) 67 Extensive experience in Banking and financial related

Ramaswamy LL.B, CAIIB areas, spanning 43 years.

Exposure to Corporate Sector in India and abroad

adds huge value to the Company.


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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 :

Item No. 6:

Mr. Sanjay Agarwal was appointed as Additional Director and holds Office upto the date of the AGM. Mr. Sanjay Agarwal

is a qualified Chartered Accountant & Company Secretary and has immense experience in Corporate Management. His

wealth of experience in the food processing industry will certainly enhance the growth of the Company. Mr. Sanjay

Agarwal is the Managing Director of K.S. Oils Limited.

The Board of Directors considers that in view of the background and experience of Mr. Agarwal, it would be in the

interest of the Company to appoint him as a Director of the Company.

Mr. Agarwal holds 50,000 Shares in the Company.

The Board recommends the resolution for approval of the Shareholders.

Except Mr. Sanjay Agarwal himself, no other Director is interested/concerned in the resolution.

Item No.7:

Mr. Gulshan Kumar Khanna was appointed as Additional Director and holds Office upto the date of the AGM.

Mr. Gulshan Kumar Khanna is a qualified Engineer and a technocrat and has immense experience in Corporate Management

and his substantial experience will certainly enhance the growth of the Company. Mr. Khanna is the Managing Director

of MAXPRO Engineers Private Limited.

The Board of Directors considers that in view of the background and experience of Mr. Khanna, it would be in the interest

of the Company to appoint him as a Director of the Company.

Mr. Khanna does not hold any Shares in the Company.

The Board recommends the resolution for approval of the Shareholders.

Except Mr. Gulshan Kumar Khanna himself, no other Director is interested/concerned in the resolution.

Item No.8:

The Members may recall that Mr. Dhirendra Kumar’s appointment was approved at the Annual General Meeting on

23.5.2007. The Members are aware that the Company has grown significantly in the past 3 years and with the ambitious

and aggressive plans of expansion, coupled with substantial capital infusion, significantly larger responsibilities will

continue to be shouldered by Mr. Dhirendra Kumar as Managing Director.

Based on the recommendations of the Remuneration Committee, the Board of Directors considered the following:

• Background of Mr. Dhirendra Kumar, Promoter & Managing Director

• His educational qualifications

• Experience

• Industry Norms


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• Comparable compensation drawn by other managerial personnel

• Other significant criteria

After in-depth study, your Board has recommended revised remuneration to Mr. Dhirendra Kumar, Managing Director,

effective from 23.05.2010 for a period of 3 years, i.e. from 23.05.2010 to 22.5.2013 as exhibited in the resolution.

This may be treated as Abstract of the terms of appointment in terms of Section 302 of the Companies Act, 1956.

Your Board recommends the resolution for approval.

Except Mr. Dhirendra Kumar himself, Mr. A N Singh and Mr. Veerendra Kumar Singh being relatives of Mr. Dhirendra

Kumar, may be deemed to be interested or concerned in the above resolution.





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DIRECTORS’ REPORT

Dear Shareholders,

Your Directors are pleased to present the 16th Annual Report and the Audited Accounts of the Company for the year

ended March 31st, 2010.

Financial Results:

(Rs. in Lakhs)

2009-2010 2008-2009

Revenue

Gross Income 8033.49 4941.91

Profit before Interest & Depreciation 1806.56 964.99

Deductions

Interest 19.71 11.64

Depreciation 166.19 102.69

Profit before Tax 1620.66 850.66

Provision for Tax 105.72 39.28

Profit for the year 1514.94 811.39

2. Appropriation of Profits:

Your Company`s Dividend policy is based on the need to balance the twin objectives of appropriately rewarding the

shareholders with cash dividend and of conserving resources to meet the Company`s investment needs. Your

Directors wish to recommend a Dividend at Re 1/- per share (10%) involving an outgo of Rs.1.605 Crores and a

Corporate Dividend Tax payable thereon amounting to Rs.27.28 Lakhs. An amount of Rs. 40.97 Lakhs has been

transferred to General Reserve.

3. Review of Operations:

The performance of your Company during the year under report has been exceptional on both fronts i.e. Top Line

and Bottom Line. On both the fronts the Company achieved new heights. Whereas the revenues have gone up over

the last year by a whopping 63%, the profits have increased by 91%. The prime reason behind this unprecedented

success emanates from the quality products offered by the Company and their efficient performance. Introduction of

value enhancing products in the market and stringent cost containment measures continue to be hallmark of the

Company`s pursuit towards excellence in all areas of its operations.

4. Expansion Program:

Your Company has, as part of its strategy for growth, launched into rapid expansion plans in the form of capacity

build-up, research, geographical expansion and market expansion.

Your Company is poised to commence operations, shortly, at its new manufacturing facility at Nangal, in the State

of Himachal Pradesh for production of Biocides & Bio fertilizers.

Your Company has also initiated construction activities at Kotabagh, in the State of Uttarakhand, for setting up a like

manufacturing facility.

Further, the Company has also developed a large tract of land in Aligarh, in the State of Uttar Pradesh and commenced

research in hybrid seeds.

These projects, when fully operational, will make a significant contribution in shaping the earnings of Camson and

also play a vital role in changing the agricultural landscape in India.

Marketing has been expanded in fresh areas in the domestic market. It has also consolidated its overseas operation

in Mauritias, . The products of the Company have been received well in these new markets.


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Your Company wishes to leverage its deep knowledge of Biocides Production, Microbial identification and isolation

process and exploit fully its resources, for optimum growth. The expansion plans, over the year, will help to achieve

better economies of scale, assimilating the benefits of the latest technologies, leading to improvement in the quality

of the end product and reduction in costs while maintaining the environment friendliness that your Company is

committed to.

5. Finance and Investment:

Your Company funds long-term and project-related financing requirements with a combination of internally generated

cash flow and external sources. The working capital requirements are met through surpluses generated from

operations.

Your Company has strengthened the Net Worth, through retention of earnings, to the extent possible. Prudent

financial management helped to maintain a conservative financial profile even while pursuing aggressive business

growth strategies.

Your Company actively managed the short term liquidity to generate reasonable returns by investing surplus funds

while preserving the safety of Capital.

6. Share Capital:

With the approval of the Shareholders, 23,50,000 Equity Shares of Rs. 10/- each for cash, at a premium of Rs. 65/,

were allotted to Mr. Ramesh Chand Garg, Chairman of KS Oils Limited, a Corporate conglomerate having business

interests in India and abroad. Your Board is of the firm belief that the Company will stand to benefit, significantly, with

the association of Mr. Ramesh Chand Garg in the days to come. 39,50,000 number of Convertible Warrants of Rs. 10/-

each at a premium of Rs. 65/-, payable 25% on application, were allotted to Promoters, Persons Acting in Concert

and to other Strategic Investors during the year under report.

The proceeds of this issue have been/will be applied towards the Company’s ongoing expansion programs.

7. Directors:

Mr. A.N.Singh and Mr. Krishnaswamy Ramaswamy, Directors, retire at the Annual General Meeting and being

eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointments.

During the year under review, your Board of Directors inducted Mr. Sanjay Agarwal, a qualified Chartered Accountant

& Company Secretary as Additional Director, who holds the Office upto the date of the ensuing AGM. His knowledge

and experience will be of significant value to the Company. His name has been proposed by a member to the Office

of Director and the Board recommends his appointment as Director.

Also, during this year, your Board of Directors inducted Mr. Gulshan Kumar Khanna, highly experienced technocrat

and an engineer by profession, as Additional Director, who holds the office upto the date of the ensuing AGM. His

knowledge and experience will add significant value to the Company. His name has been proposed by a member to

the office of the Director and the Board recommends his appointment as Director.

8. Audit Committee:

The Audit Committee of the Board of Directors has been constituted in line with Section 292A of the Companies

Act, 1956, read with Clause 49 of the Listing Agreement.

The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Company`s fnancial

reporting and disclosure process, internal controls, risk management policies and processes, tax policies, statutory

compliances and legal requirements and other associated issues.

Further details of the Audit Committee have been provided in the report on Coporate Governance forming part of

this Annual Report.

9. Directors’ Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 in relation to the financial statement

for the year 2009-10, the Board of Directors of the Company confirms that :

i) in the preparation of the Annual accounts, the applicable Accounting Standards have been followed and there

has been no material departure.


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ii) the selected Accounting Policies were applied consistently and the Directors 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, as at 31st

March, 2010 and of the profits of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records 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) the Annual Accounts have been prepared on a going concern basis.

10. Auditors and Auditor’s Report:

Messrs. Ishwar & Gopal, (ICAI registration number 001154S), the Statutory Auditors of the Company, retire at the

end of this meeting and have confirmed their eligibility, as per Section 224(1B) of the Companies Act, 1956 and their

willingness to accept the office if reappointed.

The observations made by Auditors in their Report have been addressed in the Notes to Accounts, which are self explanatory.

11. Business and Outlook for future:

Camson is a multi-product manufacturing and marketing Company having a customer base spread across the country

and the world. Your Boards’s goal is to make Camson one of the most innovative companies in the world and to

achieve breakthrough growth in revenue and profit by creating and implementing sustainable solution.

Your Company has consistently grown at an average rate of over 85% in the last 4 years. This has been made

possible by adopting a strategy of enhancing the product basket of its Biocides range as well as Hybrid Seeds range,

through strong product development, process up-gradation and business development support. This multi-pronged

approach has enabled the Company to not only consolidate its market share, but also to increase it in growing

markets like Asia, Africa and the Middle East.

The consistent performance and growth is the consequence of a combination of factors:-

- The strong foundation of Research and Development of the Company which has led to innovations in developing

products and improving manufacturing process and yields.

- The manufacturing strength of the Company with quality certifications from Governmental and reputed

Organizations, which are mandatory and critical for ensuring food safety and quality standards.

- The strong customer relationships and long-term supply chain contracts which the Company has assiduously

generated because of consistency in quality and customer service.

Your Company has laid out a growth strategy for the coming years based on expanding the market share of existing

core products, expanding the range of products to cater to wider areas of the Food and Health segments and also

focusing on the development of technology for niche products with specialized applications, with in-house R&D and

Technology support.

Your Company is aware that achieving this planned growth will be no easy task. During the course of the previous

year, we took stock & evaluated our organizational capabilities in terms of preparedness for this growth. The Company

gave special emphasis to nurturing & developing talent so as to create a strong team of empowered professionals who

can steer the desired business portfolios. The Company undertook a platform wide initiative to create a common

culture based on the levels of the knowledge, teamwork & expertise. It is this culture that will help to create a better

allied & synergized organization that not only delivers results, but also helps distinguish Camson in the market.

Your Company has structured the business units based on the market segments and product categories to bring in

sharper focus for growth and development.

The marketing office, set up, by the Company in Mauritius, to capitalize on the Hybrid Seeds and Biocides market

in Africa has been doing well. The huge market potential in tandem with the response generated from the local

masses has opened up an opportunity to the Company for meeting the targets in these new expanded markets and

thereby achieving desired results in the future.

Your Company will continue to drive these strategies that help it become more customer centric & better positioned

to capture growth opportunities. As an organization the Company will continue to adopt, remain agile & be accountable.

12. Research and Development:

Several new hybrids in crops like water melon, (ice-box and yellow skin), bitter gourd, sponge gourd, brinjal, tomato,


17

pink tomato and chilly were launched. Identification of molecular markers to determine the hybrid purity was

established leading to increased reliability and faster sale of the products. Microbial culture identification was

standardized using ribotyping. Efficacy of the various biocide products was enhanced resulting in increased

performance of the products at field level.

13. Awards and Recognitions:

For the Third year in succession your Company received the following prestigious international recognitions:

- Recognized as one of the fastest growing technology companies in the “Technology Fast50 India 2009”, programconducted by Deloitte Touche Tohmatsu, Asia Pacific. Camson was ranked 33rd.

- In the “Deloitte Technology Fast 500 Asia Pacific 2008 Ranking and CEO Survey” Camson was identified as aCompany “Lighting the Way” and was placed at 244th rank.

Registered Merchant Exporter under APEDA.

Membership with Association of Biotechnology Led Enterprises. (ABLE)

The Company has also been given Organic Certification by USOCA, Dehradun.

Recognition of in house R & D unit, by Government. of India, Department of DSIR.

14. ISO Registration:

Camson enjoys the unique distinction of all its activities viz proprietary research production and marketing of seedsand agricultural biotech products being covered by the quality certification standards prescribed by the InternationalCertification Registrar Ltd.

Camson continues to comply with the rules and conditions, relating to certification, as laid down by the InternationalCertification Registrar Ltd., in respect of the Quality Management Systems prescribed under IS0 9001: 2008. Thescope of the certification covers research, manufacturing and marketing of seeds and agricultural bio tech products.

15. Internal Control Systems and their Adequacy:

The objective of the Internal Audit process is not only to report transactional errors but also to identify systemic risks,based on the risk profile analysis conducted by the auditors. Internal Auditors during the course of the audit visit theoperations/facilities to ensure that transactional & process issues are addressed while conducting audit. Everyquarter, the Audit Committee is briefed about the internal control findings along with the remedial action that havebeen suggested or have already been implemented.

Camson is committed to maintaining high standards of internal control and risk management to provide appropriateassurance to all stakeholders. The Company believes it has a proper and adequate system of internal controlscommensurate with its size and business operations.

16. Patents:

The action initiated by your Company to obtain product patents, of products developed through its proprietaryresearch, has made good progress and will yield to fruition soon. A portion of the internal resources set aside toenable the Company will need to be augmented to successfully arrange for the obtention of necessary patents.

17. Environmental Regulation:

Camson has continuously, over the years, portrayed itself as a responsible Corporate citizen. All the Governmentaland Statutory regulations, in force, relating to Environment, Safety and Health have been complied with, by theCompany, in addition to periodic safety Standard Audits being carried out at the Research Centre and Productionunits of the Company.

18. Fixed Deposits:

Your Company has not accepted any Fixed Deposits from the public and, as such, no amount of principal or interestwas outstanding as on the Balance sheet date.

19. Human Resources and Industrial Relations:

Camson believes that people are the biggest strength in line with its vision to create a world – class organization.Human Resourses are the key pillar of any organization and especially so for Camson, as the Company’s USP of itsproducts is based on innovation & research. With this strong belief that one of the components of the Company`sgrowth drivers are its dedicated employees the Company imparts regular training for constant development and

honing up of their skills with the latest advanced techniques in the relevant areas of their functioning.


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Relations with the employees, at all levels, remained cordial during the year. Your Company has permanent employees,

as on 31st March 2010.

20. Statement of Employees:

There were no employees drawing remuneration in excess of the limits specified in Section 217 (2A) of the Companies

Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

22. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

In pursuance of the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies

(Disclosure of Particulars in the Report of Board of Directors), Rules 1988 the particulars relating to conservation of

energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure 2 forming part of this Report.

23. Industrial Relations:

As in the past, since inception, your Company continued to have very cordial relationship with all the employees

throughout the year.

24. Insurance:

All the assets of your Company are adequately insured and safeguarded.

25. Corporate Governance:

Your Company believes that Corporate Governance is a voluntary code of self-discipline. In line with this philosophy,

it continues to follow healthy Corporate Governance practices and reports to the shareholders the progress made

on the various measures undertaken. Your Directors have reported the initiatives on Corporate Governance,

adopted by your Company, in the section “Corporate Governance”, forming part of this Annual Report. The

Certificate confirming the compliance of the Corporate Governance requirements by the Company, issued by a

Practicing Company Secretary is attached to this report (Annexure 1).

26. Acknowledgement:

The Directors thank our clients, investors and bankers for their continued support during the year. Your Board also places on

record its appreciation for the co-operation and assistance provided by all the Governmental bodies and Statutory agencies.Your

Directors also wish to place on record their deep appreciation to all Camsonites, at all levels, for their hard work, solidarity, co-

operation and support, as they have played a great role in your Company scaling new heights, year after year.


Place: Bangalore Dhirendra Kumar A N Singh

Date : 30.08.2010 Managing Director Director

Annexure 1:

CERTIFICATE

To

The Members


Bangalore

1. I have examined the compliance of conditions of Corporate Governance by CAMSON BIO TECHNOLOGIES LIMITED

for the year ended 31st March 2010, as stipulated in Clause 49 of Listing Agreement of the said Company with the

Stock Exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was

limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the

conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements

of the Company.

3. In my opinion and to the best of my information and according to the explanations given to me, I certify that the

Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing

Agreement subject to compliance with the composition of the Audit Committee.


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4. I state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the Management has conducted the affairs of the Company.

5. I state that in respect of investors’ grievances received during the year ended 31st March 2010, no investor grievances

are pending against the Company as on 31st March 2010, as per the records maintained by the Company and as

stated by the Registrars and Share Transfer Agents.

Place: Bangalore Vijayakrishna KT

Date: 10.08.2010 Practising Company Secretary

FCS – 1788; CP – 980

Annexure 2:

Particulars pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure

of Particulars in the Report of Board of Directors ) Rules, 1988.

(A) Conservation of Energy:

Though the Company does not have energy intensive operations, it continues to adopt energy conservation measures.

Energy conservation programs adopted by the Company are -

(i) continuous monitoring of energy consumption.

(ii) spreading awareness among the employees on the need to conserve energy.

(iii) optimizing plant and machinery system performance to reduce cost.

Further, the Company is implementing the provisions of ISO 14001: 2004, though it has not obtained the certification and

has taken an organizational objective to optimize energy utilization.

(B) Research and Development and Technology Absorption:

The Company has continuously strived to develop unique products and has laid emphasis on ramping up its research and

development activities.

The fresh initiatives, during the year, have been-

• New research Unit at Aligarh has been established and research commenced

• Construction of new modern quality lab at Nangal is in progress

• Emphasis on new research in the field of “Intragenic” was initiated and a Committee has been formed as per

Government of India`s requirement.

• The Company has also initiated work on “ Metagenomics”

• A new and unique concept of discovering “new microbes”

• New techniques in breeding brought us many firsts in hybrid seeds like – yellow water melon (Sonmati) Jalapeno

Chillies and also the world`s hottest chilly.

• The Company has also initiated work on developing new products from the crops, to enhance the price realization of

the farmers

• The Company is also actively working on new technology of composting and extraction of other by-products

(C) Foreign Exchange Earnings and Outgo:

The Company has not incurred any expenditure nor earned any income in foreign exchange during the year, under review.

For Camson Bio Technologies Limited

Place: Bangalore Dhirendra Kumar

Date: 30.08.2010 Managing Director


20

CORPORATE GOVERNANCE

Company`s commitment on the Code of Corporate Governance:

It is the resolve of the Company to ensure sustainable returns and safe guard the interest of all stakeholders in the

business. To attain this, the objective of the Company is to adopt and follow certain policies, procedures and processes,

which together constitute a “Code of Corporate Governance”. The principles of Corporate Governance are to ensure

Shareholder protection, compliance with laws and regulations and also to bring about transparency in the functioning of

the Corporate for the benefit of the Stakeholders.

Your Company is committed to adhere to appropriate standards of Corporate Governance. Towards this end, adequate

steps have been taken to ensure that all the provisions of Clause 49 of the Listing Agreement, wherever applicable, are

duly complied with.

The ideology of Corporate Governance is to provide transparency and accountability of the system of working thereby

protect the interest of shareholders and enhance their investment value in the long-term. The Company remains

committed to good Corporate Governance and has been consistently improving transparency and accountability, to all

its Stakeholders. The Company’s policies and practices are also unequivocally targeted towards this aim.

Camson’s philosophy of Corporate Governance is to conduct its business on the basis of ethical business values and maximize

gain to all its Stakeholders. The Company has inculcated a culture of transparency, accountability and integrity.

Compliance with SEBI Code of Corporate Governance:

Camson is fully compliant with the requirements of the prevailing and applicable Corporate Governance Code and is

committed to ensuring compliance with any proposal for modifications well ahead of its implementation schedule. Your

Company’s compliance with requirements is presented in the subsequent sections of this Report.

Board of Directors:

Board Procedure:

Every Board/Committee Meeting of the Company is conducted in a professional manner by giving proper notice in advance

along with the detailed Agenda and support documents required for the discussion at the Board Meeting. . In every Board

Meeting, the Managing Director apprises the Board of the overall performance of the Company. The Board also, inter alia,

reviews strategy and business plans, annual operating and capital expenditure budgets/estimates, investments and exposure

limits as well as Compliance Reports of all laws applicable to the Company. Minutes of the Meetings of the Board, Audit and

other Committees of the Board are reviewed in order that the Board discharges its responsibilities, effectively.

Composition of the Board:

The Company has a balanced Board, comprising Executive and Non- Executive Directors which includes independent

professionals. The total strength of Independent Directors is in line with the regulations, as reckoned for on the basis of

the total strength of the Board.

The details of the Directors with regard to the attendance at the Board Meetings / Annual General Meeting are as follows:-

Name Category No. of Board Meetings Attended

Held Attended Last AGM

Mr. Dhirendra Kumar Executive 6 6 Yes

Mr. A.N. Singh Non-Executive 6 6 Yes

Mr. Krishnaswamy Ramaswamy Non-Executive & Independent 6 6 Yes

Mr. B.C. Madappa Non-Executive & Independent 6 6 Yes

Mr. Veerendra Kumar Singh Non-Executive 6 3 No

Dr. Anurudh Kumar Singh Non-Executive & Independent 6 1 Yes

Mr. Sanjay Agarwal Non-Executive 1 1 No

(Appointed w e f 30.01.2010)


21

Non Executive Directors’ Compensation and Disclosure:

All fees/compensation (except sitting fees), paid to Non-Executive Directors, including Independent Directors shall be

fixed by the Board of Directors and shall require Shareholders’ approval. The Shareholders’ resolution shall specify the

limits for the maximum number of stock options that can be granted to Non-Executive Directors, including Independent

Directors.

Sitting fees for attending Board/Committee Meetings has not been paid, so far, by the Company.

Details of Board Meetings and Attendance:

The Board shall meet at least once in a quarter, with a maximum time gap of four months between any two meetings. The

minimum information to be made available to the Board is prescribed in Clause 49 of the Listing Agreement and it is

consistently followed by the Company.

The Company’s Board of Directors plays a primary role in ensuring good governance and functioning of the Company.

The Board’s role, functions, responsibility and accountability are clearly defined. All relevant information (as mandated

by the regulations) is placed before the Board. The Board reviews compliance reports of all laws, as applicable to the

Company, as well as steps taken by the Company to rectify instances of non-compliances.

The members of the Board have complete freedom to express their opinion and decisions are taken after careful consideration

and detailed discussion. The details of the Board Meetings held during financial year 2009-10 are furnished below:

Date of Board Meeting Venue of the Meeting No. of Directors present

20.5.2009 No. 223, 1st Main, Domlur 2nd Stage, 4

Bangalore-560 071

29.6.2009 No. 223, 1st Main, Domlur 2nd Stage, 5

Bangalore-560 071

30.7.2009 No.5, Ist Main, Lake Area, Numgambakam, 5

Chennai-600 034


Chennai-600 034


Chennai-600 034

30.01.2010 No.132, Madhure Hobli, Madagondanahalli, 6

Doddabalapur, Bangalore-561 203

Directors with materially significant, pecuniary or business relationship with the Company:

None of the Independent Directors has any material pecuniary relationship or transactions with the Company, its

Promoters & Management which, in the judgment of the Board, may affect the independence of the Directors.

The Board of Directors has laid down a code of conduct for all Board Members and Senior Management personnel of the

Company. On an annual basis, as prescribed, all the Board Members as well as personnel constituting the Senior

Management affirm compliance with the said code. A declaration to this effect signed by the Managing Director forms

part of this Annual Report.

Committees of the Board:

1. Audit Committee:

The Committee comprises of three members, all three of them being Non-Executive Directors. Mr. Krishnaswamy

Ramaswamy, Chairman of the Committee is a Non-Executive Independent Director having accounting and financial

expertise. Mr. Veerendra Kumar Singh and Dr. Anurudh Kumar Singh are the two other members. The Head – Finance

is a permanent invitee to the Committee.

The representative of the External Auditors attend Meetings; whereas the representative of the Internal Auditor also

attend Meetings.


22

The Company encourages the Whistle Blower Policy as enshrined in the code of conduct under the Listing Agreement.

No Company personnel has been denied access to the Audit Committee.

Meetings:

The Audit Committee met 5 times during financial year 2009-10, i.e. on 20.5.2009, 29.6.2009, 30.7.2009, 26.10.2009

and 30.1.2010. The composition of the Audit Committee and the attendance at Committee meetings are as follows:

Name Category Number of Meetings Attended

Mr. Krishnaswamy Ramaswamy Non-Executive Independent Director 5

Dr. Anurudh Kumar Singh Non-Executive Independent Director 1

Mr. Veerendra Kumar Singh Non-Executive Director 4

Powers of the Audit Committee:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain legal or professional advice, if felt necessary.

Terms of Reference of the Audit Committee:

The brief terms of reference of Audit Committee are as under:

1. Recommend to the Board, the appointment/re-appointment and, if required, the replacement or removal of the

Statutory Auditor and the amount of audit fees.

2. Approval of payment to the Statutory Auditors for any services, other than Statutory Audit, rendered by them.

3. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure

that the financial statements are correct.

4. Reviewing the annual financial statement before its submission to the Board for adoption/approval and covering

the following aspects, in particular:-

i) Matters required to be included in the Directors’ Responsibility Statement, as part of the Report, in terms of

Clause (2AA) of Section 217 of the Companies Act, 1956.

ii) Changes, if any, in accounting policies and practices providing reasons for the same.

iii) Significant adjustments made in the financial statements arising out of audit findings.

iv) Major accounting entries involving estimates based on the exercise of judgement by the Management.

v) Compliance with listing and other legal requirements relating to financial statements.

vi) Disclosure of related party transactions, if any.

vii) Qualifications in the Audit Report, if any.

5. Reviewing-Quarterly financial statements before submission to the Board for approval.

- Adequacy of reporting structure, coverage and frequency of internal audit.

- The performance of Statutory and Internal Auditors, interalia, adequacy of the internal control systems.

6. Hold discussions with internal auditors on any significant findings and initiate appropriate action thereon.

7. The Company Secretary acts as a Secretary to conduct the Audit Committee Meetings .

2. Remuneration Committee:

The Remuneration Committee of the Board lays down remuneration payable to the Executive Directors of the Company.

It also reviews policy issues relating to remuneration of senior management staff.

Composition and Meetings:

The Committee comprises of three members, all Non-Executive Directors, out of which two are Independent Directors.

Mr. A.N. Singh, Non-Executive Director is the Chairman of the Committee and the other two members are

Mr. Krishnaswamy Ramaswamy and Dr. Anurudh Kumar Singh, both being Non-Executive Independent Directors. The

Committee met twice during the year under review.


23

3. Share Transfer/Investors’ Grievance Committee:

The Company’s Share Transfer/Investors’ Grievance Committee functions under the Chairmanship of Mr. Dhirendra

Kumar and the other member of the Committee is Mr. A. N. Singh. The Committee meets at periodical intervals, to deal

with Share-related matters like transfers, issue of duplicate Share Certificates and other allied issues in addition to

monitoring redressal of complaints from the Shareholders.

The Committee met 4 times during the year under review. At its meetings, the Committee goes into the details of the

grievances, if any, and verifies that they have been attended to.

During the period under review the Company has attended to all the complaints / queries received from the Shareholders.

There were no Shares pending for transfers.

Consequent to the Board delegating to the Managing Director full powers to attend to all issues relating to shares not

exceeding 1000 Equity Shares, the services rendered to investors are efficient and timely.

Disclosures:

i) There were no transactions of material nature with the Promoters, the Directors or the Management or their

relatives during the period under review, which would have potential conflict with the interest of the Company, at

large.

ii) No penalties and/or strictures were imposed on the Company, during the year under review, by the SEBI, Stock

Exchanges or any other Statutory Authority on any matter related to the Capital Market.

iii) The “Whistle Blower Policy” adopted by the Company has been communicated to all the Employees of the Company.

The Policy encourages Employees to raise concerns within the Company than overlooking a problem. Employees

are encouraged (and rewarded, if necessary) to report their concerns, direct, to the Audit Committee. However, no

concern was reported under this mechanism.

iv) The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement executed

with the Stock Exchanges.

v) The Managing Director and Head-Finance Certificate, as required under Clause 49(v) of the Listing Agreement was

laid before the Board of Directors at its meeting held on 30.08.2010 and taken on record by the Board.

4. Research and Development Committee (a voluntary initiative of the Company):

The Research and Development (R&D) Committee was constituted during the last year. The said Committee reviews the

R&D initiatives taken and strategies adopted to achieve the objectives. The Committee provides direction to the R&D

mission and interacts with each Project Head and the other members associated with the Project. Periodic presentations

are made by each Project Head, to the R&D Committee, for apprising them of the work done under the Project. The

Committee, based on the feedback received, makes recommendations on skills and competencies required and the

structure and process required to be undertaken to ensure that the R&D initiatives result in delivery of products, as

contemplated under each R&D initiative.

The Committee held many Meetings during the year under review. The Managing Director, the President - R&D and all

Heads of Research wings - Molecular Biology, Seeds, Microbiology and Pathology - are members of the Committee. The

support staff comprising scientists and technicians attend as invitees.

General Shareholder Information:

Details of the last three Annual General Meetings:

Date Venue Time

25.09.2009 Hotel Nandhini , # 210, ‘A’ Cross, 1st Main, Domlur 2nd Stage, Bangalore-560071 3 p.m.

05.09.2008 Indiranagar Club, 9th Main, HAL 2nd Stage, Bangalore - 560 008 12 Noon

23.05.2007 New Shanthi Sagar, 198, CMH Road, Bangalore - 560 038 10 a.m.

One Extra-Ordinary General Meeting of the Company was held on 14th October, 2009 during the period under review.


24

Disclosures regarding Suspense Account pursuant to SEBI Circular No. SEBI/CFD/DIL/LA/1/2009/24/04

dated April 24, 2009:

As per the above mentioned Circular, Clause 5A stands for shares issued pursuant to the public issues or any other issue

which remain unclaimed and are lying in the Escrow Account and any unclaimed benefits like Dividend, Bonus shares etc.,

which are to be credited to the Demat Suspense Account. The Company has taken the proper steps to comply with the

provisions contained in the circular.

Means of Communication:

The Quarterly/Annual financial results are published in English in the Bangalore edition of the “Business Standard” and a

local Vernacular language paper. The hard and soft copies of the relative publication are also sent to the concerned Stock

Exchanges, simultaneously, so as to enable them to post it on their Website/Notice Board. In addition, the Company’s

results are also posted on the Company’s Web Site “www.camsonbiotechnologies.com” on a periodical basis or as and

when necessary. The Company also posts developments relating to the Company on its Web Site for information of its

investors/general public.

The Management Discussion and Analysis is a part of this Annual Report.

Implementation of Code of Conduct:

The Company has adopted a policy of “Code of Conduct” for its employees at all levels including Senior Management and

Directors. The Code serves as a guide to the employees of the Company to make good, informed decisions and act on

them. As required under Clause 49 of the Listing Agreement, the affirmation as regards compliance with the Code, from

Directors and Senior Management personnel, has been obtained for financial year ended March 31, 2010.

Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2002:

In pursuance of these Regulations, the Company has formulated a Code for prevention of Insider Trading applicable to all

its employees and Directors for dealing in Shares of the Company. Various forms have been designed to receive periodical

information from the employees and the Directors of the Company, as required in terms of these Regulations. Further, the

Trading Window for dealing in Shares of the Company has been closed for the Directors and employees of the Company

as per the Code for prevention of Insider Trading in force in the Company.

Ensuing Annual General Meeting:

16th Annual General Meeting : 27th day of September, 2010, 3.30 p.m.

Venue : Hotel Nandhini , # 210, ‘A’ Cross, 1st Main, Domlur 2nd Stage, Bangalore-560071

Financial Year : 2009-2010

Book Closure Date : 23-09-2010 To 27-09-2010

Dividend Payment Date : 27th day of October, 2010

The Equity Shares of the Company are listed on the Bangalore Stock Exchange Limited. The Equity Shares of the

Company are also traded on the Bombay Stock Exchange Limited in their BSE INDONEXT trading platform.

The Annual listing fee for the year has been paid to the concerned Stock Exchanges.

The Company has also paid the Annual Custodial fee for the year 2010-11 to both the Depositories viz National

Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).


25

Stock Price Data:

Stock Prices

Scrip Code: 590076 Company: Camson Bio Technologies Limited (590076) Period: April, 2009 to March, 2010

Open High Low Close No. of No. of Total Turnover Rs.

Price Price Price Price Shares Trades (Rs.) H-L C-O

Apr 09 19.00 36.00 18.20 29.35 3,54,897 919 95,19,311 17.80 10.35

May 09 29.50 42.85 28.00 42.85 11,90,052 1,352 4,48,86,789 14.85 13.35

Jun 09 44.95 45.65 31.05 36.65 7,89,595 1,896 3,12,54,496 14.60 -8.30

Jul 09 38.00 60.70 33.00 55.25 25,77,340 3,770 13,31,04,748 27.70 17.25

Aug 09 56.00 65.00 47.55 62.45 17,65,270 3,387 10,10,53,140 17.45 6.45

Sep 09 62.65 95.00 60.00 88.45 29,24,046 3,597 24,05,53,051 35.00 25.80

Oct 09 86.00 107.40 79.55 85.10 11,14,754 2,791 10,53,14,174 27.85 -0.90

Nov 09 80.85 109.95 80.85 102.25 11,79,318 3,331 11,74,39,217 29.10 21.40

Dec 09 103.00 112.00 98.50 105.75 16,02,094 4,099 16,87,43,507 13.50 2.75

Jan 10 106.90 106.90 91.50 104.45 11,39,861 3,449 11,78,38,536 15.40 -2.45

Feb 10 101.55 107.25 97.00 105.10 9,75,508 2,914 9,86,42,133 10.25 3.55

Mar 10 107.55 193.40 107.00 193.25 56,05,299 24,137 80,72,75,983 86.40 85.70

Source: Data compiled from the Official website of the Bombay Stock Exchange.

Distribution of Shareholding as at March 31st, 2010:

Description No of share holders No of Shares

Value of (Rs.) Number % to Total Shares % to Total

(1) (2) (3) (4) (5)

Upto - 5,000 4058 80.84 6873550 4.28

5,001 - 10,000 400 7.97 3290150 2.05

10,001 - 20,000 178 3.55 2840730 1.77

20,001 - 30,000 137 2.73 3478990 2.17

30,001 - 40,000 33 0.66 1169210 0.73

40,001 - 50,000 52 1.04 2504080 1.56

50,001 - 100,000 72 1.43 5321550 3.32

100,001 and above 90 1.78 135021740 84.12

Total 5020 100.00 160500000 100.00

Break-up of Electronic and Physical Shares:

Shares % age No. of Shareholders

Physical mode 3304915 20.59 2392

Electronic mode 12745085 79.41 2628

TOTAL 16050000 100.00 5020


26

Equity holding pattern as at March 31, 2010:

Category Total No. of Shares Percentage of Shareholding

Promoters/Persons acting in concert 5095070 31.74

Banks, FIs, Insurance Cos, etc 92000 0.57

Private Corporate Bodies 2188321 13.63

Mutual Funds 0 0

NRIs/OCBs/FIIs 1380180 8.60

Indian Public 7294429 45.46

Total 16050000 100.00

Dematerialization of Shares:

The Company’s Equity Shares are compulsorily traded in the electronic form. As on 31st March, 2010, 12745085 Equity

Shares representing 79.41% of the total Paid-up Capital was held in electronic form. The Shareholders can hold the

Shares in demat form either through NSDL or CDSL. The ISIN numbers allotted to the Company are as under:

Depository ISIN No

N S D L ISIN No. 1NE 845 E 01012

C D S L ISIN No. 1NE 845 E 01012

Share Transfer Process:

Shares in physical form are processed for transfer by the Registrars and Share Transfer Agents and are approved by the

Share Transfer/Investors’ Grievance Committee. The Share transfer requests are processed within a period of 15 days

from the date of receipt.

Periodically, audits are carried out at the office of the Share Transfer Agents by independent Practicing Company Secretary

and requisite Certificates/Reports are obtained and filed with the Stock Exchanges.

Alpha Systems Pvt. Ltd., Bangalore are Registrars and Share Transfer Agents for both physical and electronic mode of

transfer of shares. Transfer of shares held in the physical mode are approved within a maximum period of 15 days, if

found in order, in all respects. Shares under objection are returned within 7 days.

Alpha Systems Pvt. Ltd.

No.30, Ramana Residency

4th Cross, Sampige Road

Malleswaram, Bangalore – 560003

Shareholders’ correspondence should be addressed to the Company’s Registrars and Share Transfer Agents at the above

– mentioned address. Members may also write to the Company Secretary at the Office of the Company as stated below:

Compliance Officer

Camson Bio Technologies Limited

No. 223, 1st Main Road, Domlur II Stage,

Bangalore-560071

Declaration

As provided under Clause 49 of the Listing Agreement of the Stock Exchanges, all Board Members and Senior Management

Personnel have affirmed compliance with the Code of Conduct of the Company during the year ended March 31, 2010.

For Camson Bio Technologies Limited

Place: Bangalore Dhirendra Kumar

Date: 30.08.2010 Managing Director


27

MANAGING DIRECTOR AND HEAD-FINANCE CERTIFICATION

I, Anil Kshetry, Head-Finance, hereby certify to the Board that:

a) I have reviewed financial statements and the cash flow statement for the year and to the best of my knowledge and

belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading.

ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with

existing Accounting Standards, applicable laws and regulations.

b) To the best of my knowledge and belief, there are no transactions entered into by the Company during the year which

are illegal or violative of the Company’s Code of Conduct.

c) I accept responsibility for establishing and maintaining internal controls and have evaluated the effectiveness of the

internal control systems and have disclosed to the Auditors and Audit Committee, deficiencies in the design or

operations of the internal control, of which I am aware and the steps taken or proposed to be taken to rectify the

deficiencies.

d) I have indicated to the Auditors and the Audit Committee:

i. significant changes in internal control during the year.

ii. significant changes in Accounting Policies during the year and that the same have been disclosed in the notes to

the financial statements; and

iii. instances of significant fraud of which they have become aware and the involvement therein, if any, of the

management or an employee having significant role in the Company’s internal control system.

Place: Bangalore For Camson Bio Technologies Limited

Date: 30.08.2010

Dhirendra Kumar Anil Kshetry

Managing Director Head-Finance


28

MANAGEMENT DISCUSSION AND ANALYSIS

Industrial Scenario:

The year 2009-10 started against a backdrop of mixed macro-economic signals in India. The Indian economy, however,

weathered the storm unleashed by the financial crisis. Though it should be mentioned that the impact of the crisis was

different in various sectors. During the year under reckoning the economy, overall, posted a remarkable recovery and

grew by 7.4%. This was due to the very calibrated response and impetus provided by the policy makers in India, as

compared to the extreme steps taken by most governments, around the world, to combat the situation.

The Agriculture sector, though beset by problems of excessive and unseasonal rains in some places also faced the dubious

distinction of drought like situations in some other areas. Though the country’s agriculture reserves were not stretched

beyond limits, yet the mismanagement of the Public Distribution System, did give a set back to the various measures

initiated by the Government.

In the scenario that developed, from time to time, the Company’s performance should be reckoned for at the highest

level, because the year 2009-10 would rank, for the company, as the year of it arriving on the scene, in every which angle

one looks at its performance.

Company and its Financial Performance:

The core business of Camson Bio Technologies Limited (Camson) is providing seeds and agri bio inputs, in the form of

biocides and bio fertilizes to the farmers. Camson is a unique Indian Company that has no peer in that space. Thus, the

luxury of a visible and defined benchmark or competitor, as it would be available to the other players, is not available for

comparison. The only benchmark has to be sharper understanding and anticipation of the stated and unstated needs of the

customer. The Company has, therefore, to keep challenging its own levels of past achievement, keep setting high benchmarks

for improvements and continue dedicating itself to understanding and serving its customers, in a more better manner.

Over the past years, Camson’s products have been widely accepted and have earned a lot of goodwill for the Company.

The prolific growth in sales is reflected in the vertical charting of the Company's financial statistics for the past few years

resulting in the Company being presented many prestigious and coveted awards in consecutive years.

Camson Growth Chart

FY Revenues) PAT % increase over last year PAT

(in crs) (in crs) Revenue

2006/07 17.58 3.38 111 86

2007/08 41.96 7.79 138 130

2008/09 49.42 8.11 18 4

2009/10 80.34 15.15 63 86

If the past is any indicator then the future is, indeed, very bright, more so with the performance of the year under report.

The Company not only expects to continue the momentum generated but is also likely to scale new heights and provide

wider reach to its products.

Opportunities and Threats:

The need for continuously increasing agricultural productivity is high in the priorities of many countries, including India.

To achieve this, it is essential that the genetic potential of the seeds is increased, on a continuous basis. The on-going

research process launched by the Company is mitigating to some extent the need for higher agricultural production by

bringing about increase in yield of crops by the naturally derived inputs developed by the Company. The Company’s

efforts, in this regard, are worthy of note considering the shrinkage of agriculture land, coupled with the fact of many

agriculturists abandoning their vocation for other seemingly lucrative urban openings.

Seed is the most critical input in the agriculture sector as all activities following it are critically poised on the genetic


29

factor of the seed. Camson is ensuring that this input is provided at a reasonable cost with maximization of yield and

returns to the farmer. Consequently, the demand for good quality hybrid seeds and other related agri inputs will keep

increasing in the world over and India, in particular. Use of biotechnology in agriculture is going up rapidly and is creating

additional value for the farmers. This is the biggest opportunity for Camson. The Company is geared to meet the

substantial demand. To this end, it has initiated steps to treble its production capabilities, with its two new production

centers being set up at Nangal(HP) and Kotabagh (Uttarakhand). The Company has drawn up ambitions plans to go

global - Singapore, Indonesia and Sri lanka, to begin with, followed by ventures in South America- Argentine, Brazil and

Peru.

Outlook:

Camson perceives the outlook, for the future, as bright, on all fronts. With the agricultural situation likely to improve, in

the coming year, the Company has initiated measures to bring about improvement in operational efficiencies and reduce

costs. Camson is of the opinion that with the rains being near normal in all agricultural pockets, agriculture production

should go up resulting in better realization to the farmers. The inflationary trend having been arrested by the Government,

the consumer demand has increased and hence the economy is pointing to a revival of the growth path.

Risks and concerns:

Weather, as always, remains the most prominent area of concern and risk in the agriculture related business. This is

particularly so due to the climate change, experienced all over the world and, in particular, variations in weather in

different parts of the world. The weather not only impacts the sale of our seeds but also that of our agri inputs viz

biocides and biofertilizers.

Internal control systems and their adequacy:

The Company is committed to maintaining an effective system of internal control to facilitate accurate, reliable and

speedy compilation of financial information, safeguarding the assets and interests of the Company and ensuring compliance

with all laws and regulations.

The Standard Operating Procedures (SOPs) put in place by the Company is in line with the best corporate practices. This

has been laid down across the process flows along with Authority controls and delegation of powers for each activity.

Human Resources/Industrial Relations:

The Company believes that its people are a key differentiator, especially in knowledge driven, competitive and global

business environment. Adopting work culture to suit the dynamic balancing of people requirements and employee needs

is an ongoing process. Fundamental HR process which enable higher performance orientation, speed, skill and competency

development are the corner stones for the success of any Organisation.

As in the past, the industrial relations continued to remain cordial.

Health and Environment:

Camson has always been guided by the tenets of environment consciousness. It has been constantly engaged in initiating

measures to create an aesthetic, environment friendly habitat in its Research and Production units. The Company

mobilizes support and involves its staff and labour in maintaining a high level of hygiene, promoting at the same time

increase of foliage and greenery in its surroundings.

As part of its social responsibility the Company and its staff participate in community welfare activities.

Cautionary Statement:

This discussion contains statements that involve risks and uncertainties. Statements describing the Company objectives,

projections and estimates and expectations may be “Forward Looking” statements within the meaning of applicable laws

and regulations. The Company assumes no responsibility to amend, modify or revise any forward looking statements, on

the basis of any subsequent developments, information or events. Actuals may differ substantially or materially from

those expressed or implied.


30

AUDITOR’S REPORT

TO THE MEMBERS OF CAMSON BIO TECHNOLOGIES LIMITED

1. We have audited the attached Balance Sheet of CAMSON BIO TECHNOLOGIES LIMITED as at 31st March 2010,

and also the Profit and Loss Account and the Cash Flow statement for the year ended as on that date, both annexed

thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to

express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and

disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant

estimates made by the management, as well as evaluating the overall financial statement presentation. We believe

that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report)

(Amendment) Order, 2004 (the ‘order’) issued by the Central Government in terms of Section 227 (4A) of the

Companies Act, 1956 we give in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said

order to the extent applicable.

4. Further to our comments in the Annexure referred to above, we report that:

a. Subject to non availability of supporting documents for certain expenses as referred to in note no 1. b of Schedule P

to the accounts, we have obtained all the information and explanations which, to the best of our knowledge and

belief, were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the company so far as it appears

from our examination of those books;

c. The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in

agreement with the books of account;

d. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this

report comply with the accounting standards, to the extent applicable referred to in subsection (3C) of the

Section 211 of the Companies Act, 1956 except non furnishing of segment details for the financial year ending 31st

March 2009 as per Accounting Standard 17, “Segment reporting”.

e. On the basis of written representations received from the directors, taken on record by the Board of Directors,

we report that none of the directors is disqualified as at 31st March 2010 from being appointed as a director in

terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

f. In our opinion, and to the best of information and according to the explanation given to us, the said Accounts, give

the information required by the Companies Act, 1956 in the manner so required give a true and fair view

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

ii. in the case of Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

For ISHWAR & GOPAL,


Place : Bangalore: K.V. Gopalakrishnayya

Dated : 30.08.2010 Partner

[M.No. 21748]

Firm Registration No. 001154S


31

ANNEXURE TO THE AUDITORS’ REPORT

(i) a. The Company has maintained proper records showing full particulars including quantitative details and situation

of the fixed assets.

b. According to the information and explanation given to us, the fixed assets have been physically verified by the

Management during the year in a phased periodic manner which in our opinion is reasonable having regard to

the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. As explained to us the Company has not disposed off any fixed asset during the year under review.

(ii) a. As explained to us, inventories were physically verified during the year by the Management at reasonable

intervals.

b. In our opinion and according to the information and explanation given to us, the procedures of physical verification

of inventories followed by the Management were reasonable and adequate in relation to the size of the company

and nature of the business.

c. As per the information furnished to us, inventory records maintained by the Company are not commensurate with the

size of the Company and nature of its business. We have been informed that no material discrepancies have been

noticed on physical verification of stocks with the inventory records maintained by the Company.

(iii) a. According to the information and explanations given to us, the Company has not granted unsecured loans to

companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act,

1956.

b. As per the information furnished before us, the Company has taken interest free unsecured loans amounting Rs

220.20 Lakhs from a Company listed in the register maintained under Section 301 of the Companies Act, 1956.

Maximum balance outstanding during the year was Rs 220.20 Lakhs and year end balance was Nil.

c. As the unsecured loan taken is interest free in nature, we are of the opinion that the terms and conditions of these

loans are, prima facie, not prejudicial to the interest of the Company.

d. As there is no stipulation as regards repayment, we are unable to express our opinion whether the repayment of

principal is regular. However, there is no balance as at the end of the year.

(iv) In our opinion and according to the information and explanations given to us, internal control systems with regard

to purchase of inventory, fixed assets, and with regard to sale of goods and services needs to be strengthened to make

it commensurate with the size of the Company and the nature of its business. During the course of our audit, we have

not come across continuing failure to correct major weakness in the internal controls.

(v) a. To the best of our knowledge and belief and according to the information and explanations given to us, transactions

to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been entered in the

register.

b. We are unable to express our opinion whether transactions made in pursuance of such contracts or arrangements have

been made at prices which are reasonable having regard to the prevailing market prices at the relevant time for want

of comparable prices for the similar goods.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted

deposits in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies

Act, 1956.

(vii) In our opinion, internal audit system of the Company needs to be strengthened to make it commensurate with the size

and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the

Companies Act, 1956 in respect of any of the activities of the Company.

(ix) a. According to the information and explanations given to us, the Company has generally been regular in depositing

undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees’ State

Insurance, Income-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory

dues except sales tax dues with the appropriate authorities during the year. As referred to note 18 of schedule to the

accounts, the returns filed with the sales tax authorities need to be reconciled with the accounts and hence we are


32

unable to express our opinion whether the payment of the same is regular and also whether any undisputed amount is

outstanding for more than six months. Apart from the same, according to the information and explanation given to

us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2010 for

a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth

Tax, Service Tax, Customs Duty, Excise Duty and cess which have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial

year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in

the repayment of dues to the financial institutions, banks, and debenture holders.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been

granted by the Company on the basis of securities by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly, clause 4 (xiii) of the Companies

(Auditor’s Report) Order, 2003 is not applicable to a company during the year under audit.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or

trading in shares, securities, debentures and other investments. Therefore, the provisions of clause (4) (xiv) of

The Companies (Auditors Report) Order 2003 are not applicable to the Company.

(xv) The Company has not given any guarantee for loans taken by others from financial institutions or banks.

(xvi) The Company has not availed any term loans during the year under review.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of

the Company, short term funds have not been used for long term investments.

(xviii) During the year, the Company has made preferential allotment of share warrants which can be convertible in to

shares in a future date subject to fulfillment of certain conditions, to parties covered in the Register maintained

under Section 301 of the Act. In our opinion the price at which such share warrants issued are prima facie not

prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year under review.

(xx) The Company has not raised any money by public issues during the year.

(xxi) Based upon the audit procedures performed by us and information and explanations given by the Management,

we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For ISHWAR & GOPAL,


Place : Bangalore: K.V. Gopalakrishnayya

Dated : 30.08.2010 Partner

[M.No. 21748]



33

Schedule As at As at

Particulars No. 31/03/2010 31/03/2009

(Rs.) (Rs.)

SOURCES OF FUNDS

Shareholder’s funds :

Share Capital A 160,500,000 137,000,000

Share warrants application money pending

allotment of Equity Shares 61,106,250 -

Reserves & Surplus B 533,247,086 754,853,336 262,926,204 399,926,204

Loan Funds : C

Secured Loans 9,996,676 11,102,948

Deferred Tax Liability (Net) D 4,218,911 -

TOTAL 769,068,923 411,029,152

APPLICATION OF FUNDS

Fixed Assets : E

Gross Block 354,791,965 231,211,857

Less : Accumulated Depreciation 66,066,218 46,374,053

Net Block 288,725,746 184,837,804

Add: Capital Work-in-Progress 55,199,266 343,925,012 848,517 185,686,321

Investments F 8,391,714 102,920

Current Assets, Loans & Advances G

Inventories 223,025,798 149,661,337

Sundry Debtors 117,291,955 73,122,219

Cash & Bank Balances 150,335,370 11,530,703

Loans & Advances 11,947,816 45,996,320

502,600,939 280,310,579

Less : Current Liabilities & Provisions H

Current Liabilities 57,780,407 36,574,619

Provisions 28,068,335 18,496,049

85,848,742 55,070,668

Net Current Assets 416,752,197 225,239,911

TOTAL 769,068,923 411,029,152

Significant Accounting Policies & Notes to Accounts P

BALANCE SHEET AS AT MARCH 31, 2010

As per our report of even date For and on behalf of the BoardFor Ishwar & GopalChartered Accountants

K.V. Gopalakrishnayya Dhirendra Kumar A N SinghPartner Managing Director DirectorMembership No. 021748Firm Registration No. 001154S C.M. Murthy

Company SecretaryPlace : BangaloreDate : 30.08.2010

Schedules referred to herein form an integral part of the Balance Sheet


34

Schedule Year Ended Year Ended

Particulars No. 31/03/2010 31/03/2009

(Rs.) (Rs.)

INCOME

Sales I 799,817,991 494,106,426

Other Income J 3,530,559 84,222

TOTAL 803,348,550 494,190,648

EXPENDITURE

Material Cost K 150,582,208 128,199,484

Employee Cost L 21,249,825 19,584,072

Research Expenses M 5,791,908 6,460,444

Operating and Other Overheads N 445,068,433 243,447,288

Financial Charges O 1,970,590 1,163,607

TOTAL 624,662,964 398,854,895

Profit before Depreciation & Amortization 178,685,586 95,335,753

Depreciation & Amortization E 16,619,239 10,268,826

PROFIT BEFORE TAX 162,066,347 85,066,927

PROVISION FOR TAX

Current Tax 6,353,697 3,580,933

Fringe Benefit Tax - 347,231

Deferred Tax (Net) 4,218,911 -

PROFIT AFTER TAX FOR THE YEAR 151,493,739 81,138,763

Less: Prior Period Adjustments ( Net) 14,933,494 -

PROFIT AFTER TAX 136,560,245 81,138,763

Balance of Profit Brought Forward 187,470,211 130,261,974

AMOUNT AVAILABLE FOR APPROPRIATION 324,030,456 211,400,737

APPROPRIATIONS

Proposed Dividend on Equity Shares 16,050,000 13,700,000

Corporate Dividend Tax 2,727,698 2,116,650

Corporate dividend tax pertaining to earlier year 211,665 -

Transfer to General Reserve 4,096,807 8,113,876

Balance Carried Forward to Balance Sheet 300,944,286 187,470,211

Basic earning per share of Face Value of Rs. 10 each - in Rs. 9.283 7.692

Diluted earning per share of Face Value of Rs. 10 each - in Rs 9.278 7.692

Significant Accounting Policies & Notes to Accounts P

Schedules referred to herein form an integral part of the Profit and Loss Account

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010





35

SCHEDULES FORMING PART OF THE BALANCE SHEET

As at As at

Particulars 31/03/2010 31/03/2009

(Rs.) (Rs.)

Schedule - A

SHARE CAPITAL

AUTHORISED:

2,00,00,000 Equity Shares of Rs. 10 each 200,000,000 200,000,000

ISSUED, SUBSCRIBED AND PAID UP:

1,60,50,000 ( Previous Year 1,37,00,000)

Equity Shares of Rs. 10 160,500,000 137,000,000

(Previous year Rs. 10) each 160,500,000 137,000,000

Schedule - B

RESERVES & SURPLUS

SECURITY PREMIUM ACCOUNT:

As per last Balance Sheet 67,000,000 28,000,000

Add: Received during the year 152,750,000 219,750,000 39,000,000 67,000,000

CAPITAL RESERVE:

As per last Balance Sheet 189,885 189,885

GENERAL RESERVE:

As per last Balance Sheet 8,266,108 8,266,108

Add: Transfer from Profit & Loss Account 4,096,807 12,362,915 - 8,266,108

PROFIT & LOSS ACCOUNT: 300,944,286 187,470,211

TOTAL 533,247,086 262,926,204

Schedule - C

LOAN FUNDS

(1) SECURED:

i. Soft Loan from National Horticulture Board 8,004,000 8,004,000

ii. Vehicle Term Loan from banks 1,992,676 9,996,676 3,098,948 11,102,948

TOTAL 9,996,676 11,102,948

Amount payable within one year 958,502 1,106,272

Schedule - D

DEFERRED TAX LIABILITIES

a. Deferred Tax Liability

(i) Related to Fixed Asset 4,481,311 -

b. Deferred Tax Asset

(i) On disallowances under Income Tax Act, 1961 262,400 -

Net Deferred tax liability 4,218,911 -


36

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37


As at As at

Particulars 31/03/2010 31/03/2009

(Rs.) (Rs.)

Schedule - F

INVESTMENTS (Long Term)

Kotak Mahindra Mutual Funds (Quoted, Non trade,

net present value of the same as on 31st March, 2010

is Rs. 83,02,561.70/-) 8,300,160 -

Time Share - Sterling Holiday Resorts (I) Pvt. Ltd 73,554 84,920

National Savings Certificates 18,000 8,391,714 18,000 102,920

8,391,714 102,920

Schedule - G

CURRENT ASSETS, LOANS & ADVANCES

CURRENT ASSETS:

Inventories ( at lower of cost and net realisable value

as certified by the Management):

Raw Materials 1,920,732 2,081,284

Packing Materials 3,625,033 3,540,788

Work-in-Process 148,343,236 93,841,013

Finished Goods 69,136,797 223,025,798 50,198,252 149,661,337

Sundry Debtors - (Unsecured, Considered good except

to the extent specifically provided):

Outstanding for more than six months - Considered good 31,437,324 20,369,997

- Doubtful 905,578 2,000,000

32,342,902 22,369,997

Less: Provision for doubtful debts 905,578 2,000,000

31,437,324 20,369,997

Others 85,854,631 117,291,955 52,752,222 73,122,219

Cash and Bank Balances:

Cash on Hand 69,988 429,705

Demand Draft on Hand 6,900,000 -

Balance with Scheduled Banks:

Current Accounts 79,349,572 9,689,189

Deposit Accounts 64,015,809 150,335,370 1,411,809 11,530,703

LOANS & ADVANCES:

(Unsecured - considered good unless otherwise stated)

Advances recoverable in cash or in kind or for

value to be received 10,146,250 44,731,679

Deposits with Statutory/Public Bodies & others 1,801,566 11,947,816 1,264,641 45,996,320

TOTAL 502,600,939 280,310,579


38


As at As at

Particulars 31/03/2010 31/03/2009

(Rs.) (Rs.)

Schedule - H

CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES:

Sundry Creditors:

- Due to Micro, Small & Medium Enterprises - -

- Others 4,130,404 9,747,216

Taxes & Levies 3,869,948 63,857

Advance received 13,184,847 5,395,524

Trade Deposits received 12,947,415 11,720,415

Interest accrued and due 1,177,489 -

Other Liabilities 22,470,304 57,780,407 9,647,607 36,574,619

PROVISIONS:

Proposed Dividend 16,050,000 13,700,000

Corporate Dividend Tax 2,727,698 2,116,650

Taxation (Net of Advance Tax) 7,780,088 1,665,044

Fringe benefit tax (Net of advance) - 272,981

Gratuity 1,510,549 28,068,335 741,374 18,496,049

TOTAL 85,848,742 55,070,668


39

SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT

Year ended Year ended

Particulars 31/03/2010 31/03/2009

(Rs.) (Rs.)

Schedule - I

SALES

Seeds 596,850,477 313,558,044

Vegetables & Fruits 27,201 1,159,952

Agricultural Biotech Products 202,940,313 179,388,430

TOTAL 799,817,991 494,106,426

Schedule - J

OTHER INCOME

Interest from Banks

(Tax Deducted at Source Rs.191,455/-(Rs.Nil )) 2,001,943 29,222

Interest from others ( Gross, TDS Rs.Nil ) 302,392 -

Dividend 160 -

Scrap Sales 56,153 -

Provision no longer required withdrawn 40,025 -

Profit on Sale of Asset - 55,000

Miscellaneous Income 1,129,886 -

TOTAL 3,530,559 84,222

Schedule - K

MATERIAL COST:

Raw Materials &Cultivation 217,742,672 146,278,015

Consumable Stores 122,338 -

Packing Materials 6,157,966 14,666,089

Depletion/(Accretion) in Inventories:

Opening Stock of WIP 93,841,013 71,918,305

Opening Stock of Finished Goods 50,198,252 39,376,340

144,039,265 111,294,645

Closing Stock of WIP 148,343,236 93,841,013

Closing Stock of Finished Goods 69,136,797 50,198,252

217,480,033 (73,440,768) 144,039,265 (32,744,620)

150,582,208 128,199,484

Schedule - L

PAYMENTS TO AND PROVISION FOR EMPLOYEES:

Salaries, Wages & Bonus 19,352,878 18,519,190

Contribution to Providend and other funds 914,855 827,401

Workmen & Staff Welfare Expenses 192,148 108,088

Gratuity 789,944 129,393

21,249,825 19,584,072


40

SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT


Particulars 31/03/2010 31/03/2009

(Rs.) (Rs.)

Schedule - M

RESEARCH EXPENSES

Research Materials 161,262 168,605

Consumables 1,113,356 1,063,050

Salary 4,517,290 5,228,789

TOTAL 5,791,908 6,460,444

Schedule - N

OPERATING AND OTHER OVERHEADS

Factory Maintenance 55,199 -

Labour Charges 1,261,791 2,484,080

Power, Fuel & Water 2,213,286 1,718,650

Repairs:

Building 455,575 35,202

Plant & Machinery 486,114 451,025

Others 2,180,901 2,978,243

Rent & Hiring Charges 2,159,566 2,082,100

Rates & Taxes 1,662,264 840,084

Insurance 130,175 65,127

Travelling & Conveyance 10,644,282 13,730,433

Communication expenses 561,821 348,838

Postage & Courier Charges 367,542 254,195

Advertisement & Publicity 1,356,803 1,684,449

Printing & Stationery 477,211 549,151

Lease & Licence Fee 240,000 240,000

Legal & Professional Fee 2,523,136 551,151

Donations 12,200 3,000

Director's Remuneration 1,200,000 1,200,000

Auditors' Remuneration 275,750 100,000

Director's Sitting Fee 12,000 5,000

Freight Outward 5,674,215 7,032,818

Rebates & Discounts 148,148,222 105,139,941

Commission 2,214,482 2,284,804

Business Promotion 112,574,407 372,585

Demonstration Trials 145,509,311 94,045,063

Provision for doubtful debts - 1,328,660

Miscellaneous 2,672,181 3,922,690

TOTAL 445,068,433 243,447,288

Schedule - O

FINANCIAL CHARGES

Interest on Vehicle Loan 288,191 437,771

Interest on Security Deposit 1,267,795 72,139

Bank Charges 414,604 653,697

TOTAL 1,970,590 1,163,607


41

CASH FLOW STATEMENT


Particulars 31/03/2010 31/03/2009

(Rs.) (Rs.)

A. CASH FROM OPERATING ACTIVITIESNet Profit before tax and extraordinary items 162,066,347 85,066,927ADJUSTMENTS FOR:Prior Period Adjustments (Net) (14,933,494) -Depreciation (Rs. 44,37, 319/- pertaining to earlier years) 21,056,558 10,268,826Interest Income (2,001,943) (29,222)Dividend Income (160) -Interest and financial charges 288,191 510,000Investments written off 11,366 -Proceeds from sale of fixed assets (55,000)Provision for doubtful debts - 500,000Provision for employee benefits 769,175 5,189,693 - 11,194,604

Operating Profit /(Loss) before working capital changes 167,256,040 96,261,531

Adjustment for changes in :Inventories (73,364,462) (28,934,001)Trade & other receivables (10,121,231) (68,241,008)Trade & other payables 21,205,788 (62,279,905) 32,462,805 (64,712,204)

Cash generated from operations 104,976,135 31,549,327Income tax paid (net) (511,633) (3,928,164)

Net Cash Flow before extraordinary items 104,464,502 27,621,163Extraordinary items - -

Net Cash Flow from/(used in) Operating Activities 104,464,502 27,621,163

B. CASH FLOW FROM INVESTING ACTIVITIESInvestment in Fixed Assets / in New Projects (179,295,250) (64,853,855)Proceeds from Sale of Fixed Assets - (450,485)(Increase)/decrease in other Investment (8,300,160) -Interest Income 2,001,943 29,222Dividend Income 160 -

Net Cash Flow from/(used in) Investing Activities (185,593,307) (65,275,118)

C. CASH FLOW FROM FINANCIAL ACTIVITIESProceeds from issue of Share Capital 23,500,000 18,600,000Proceeds from Share Warrants Application Money 61,106,250 -Increase in Share Premium 152,750,000 39,000,000Increase/(Decrease) in Secured Loans (1,106,272) (6,215,071)Dividend paid (Including Dividend Tax) (16,028,315) (15,816,650) Interest & Financial charges (288,191) (510,000)

Net Cash Flow from/(used in) Financing Activities 219,933,472 35,058,279

NET CHANGES IN CASH & CASH EQUIVALENTS 138,804,667 (2,595,676)CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR 11,530,703 14,126,379CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 150,335,370 11,530,703

Components of cash and cash equivalentsCash, cheques and Demand draft on hand 6,969,988 429,705Balance with scheduled banks:in current accounts 79,349,572 9,689,189in deposit accounts 64,015,809 143,365,381 1,411,809 11,100,998

150,335,370 11,530,703





42

A. SIGNIFICANT ACCOUNTING POLICIES:

1) Basis of Accounting:

The financial statements are prepared under the historic cost conversion, on the basis of a going concern and as

per applicable Notified Accounting Standards laid down in Companies (Accounting Standards) Rules, 2006 and

relevant provisions of the Companies Act, 1956. The Company follows mercantile system of accounting and

recognizes Income and Expenditure on accrual basis. The accounting policies have been diligently applied by the

Company and are consistent with those used in the previous year.

2) Use of estimates:

The preparation of financial statements in conformity with the generally accepted accounting principles requires

the Management to make estimates and assumptions that affect the reported balances of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the results of operations

during the period under review. Although these estimates are based upon the Managements best knowledge of

current events and actions, actual results could differ from these estimates.

3) Fixed Assets:

Fixed assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the

purchase price, expenses incidental to the installation of the assets, cost of bringing the asset to its working

condition for its intended use and attributable borrowing costs. Capital Work-in Progress comprises of advances

paid to acquire fixed assets and the cost of fixed assets that are not yet ready for their intended use as at the

balance sheet date. Intangible assets are recorded at the consideration paid for their acquisition.

4) Depreciation / Amortization:

The Company provides depreciation on fixed assets on Straight Line Method at the rates and in the manner

prescribed in Schedule XIV of the Companies Act, 1956 except Foundation Seeds which is amortized over a

period of ten years. Depreciation on additions/deletions during the year has been provided for on pro-rata basis.

Assets purchased/installed during the year costing less than Rs.5,000/- each are fully depreciated.

5) Investments:

Investments that are readily realizable and intended to be held for not more than a year are classified as current

investments. All other investments are classified as long-term investments. Current investments are carried at lower

of cost and fair value determined on an individual investment basis. Long term investments are carried at cost.

6) Inventories:

a. Inventories comprises of Raw Materials, Stores, Spares and Consumables, Packing Materials, Work-in Progress

and Finished Goods.

b. Cost of inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing the

inventories to their present location and condition.

c. The method of valuation of various categories of inventories is as follows:

i) Raw Materials, stores, spares, consumables, and packing materials are valued at lower of cost and net

realizable value on FIFO basis. However, materials and other items held for use in the production of

inventories are not written down below cost if the finished products in which they will be incorporated are

expected to be sold at or above cost.

ii) Work-in-Progress and Finished Goods are valued at lower of cost and net realizable value. Cost includes

direct materials and labour and a proportion of manufacturing overheads based on normal operating

capacity. Cost of seeds is determined on standard cost basis.

SCHEDULES

Schedules Forming Part of the Accounts for the Year Ended 31st March, 2010

Schedule P

Significant Accounting Policies and Notes to Accounts


43

7) Employee Benefits:

a. Post-employment benefit plans

Contribution to defined contributory retirement benefit schemes are recognized as an expense when employees

have rendered services entitling them to contributions. For defined benefit schemes, the cost of providing

benefits is determined using the Project Unit Credit Method, with actuarial valuation being carried out at each

Balance Sheet Date. Actuarial gains and losses are recognized in full in the profit and loss account for the

period in which they occur. Past service cost is recognized immediately to the extent that the benefits are

already vested, and otherwise it is amortized on straight-line basis over the average period until the benefits

become eligible for being vested.

b. Short Term Employee Benefits: The amount payable on account of short term employee benefits comprising

largely of salaries and wages, annual bonus is valued on an undiscounted basis and charged to the Profit & Loss

Account for the year.

8) Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and

the revenue can be reliably measured.

a. Sale of Goods:

Revenue from sale of goods is recognized when significant risk and rewards of the ownership of the goods have

passed to the buyer which generally coincides with dispatch of goods to the customer and when there is no significant

uncertainty existing regarding the amount of the consideration that will be derived from the sale of goods.

b. Interest Income:

Interest Income is recognized on a time proportionate basis taking into account the amount outstanding and

the rate applicable.

c. Dividend Income:

Dividend from Investment is recognized when the right to receive payment is established.

9) Research And Development:

Research and Development expenditure relating to Capital items is debited to fixed assets and depreciated at the

applicable rates. Revenue expenditure is charged to Profit and Loss Account in the year in which it is incurred.

10)Borrowing Costs:

Borrowing costs that are directly attributable to the acquisition and construction of qualifying assets are capitalized

as part of the cost of asset up to the date such asset is ready for its intended use. A qualifying asset is one that

necessarily takes substantial period of time to get ready for intended use. Other borrowing costs are charged to

Profit and Loss Account in the year in which they are incurred.

11)Taxation:

a. Current Tax:

Provision for current taxation has been made in accordance with the Income Tax laws applicable to the

assessment year.

b. Minimum Alternative Tax (MAT):

In case the Company is liable to pay Income Tax u/s 115JB of Income Tax Act,1961 (i.e. MAT), the amount of

tax paid in excess of normal income tax is recognized as an asset (MAT Credit Entitlement) only if there is

convincing evidence for realization of such asset during the specified period. MAT credit entitlement is reviewed

at each balance sheet date.

c. Deferred Tax:

The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have been

enacted or substantively enacted by the Balance Sheet date. Deferred tax assets arising mainly on account of

brought forward losses and unabsorbed depreciation under tax laws are recognized only if there is a virtual


44

certainty of its realization supported by convincing evidence. Deferred tax asset on account of other timing

differences are recognized only to the extent there is a reasonable certainty of its realization. At each balance

sheet date the carrying amount of deferred tax assets are reviewed to reassure realization.

12)Impairment of Assets:

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment

of the carrying amount of the Company's assets. If any indication exists, the recoverable amount of such assets is

estimated. An impairment loss is recognized wherever the carrying amount of the assets exceeds its recoverable

amount. The recoverable amount is greater of the net selling price or value in use. Where it is not possible to

estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the

cash generating unit to which the asset belongs.

13)Foreign Currency Transactions:

Foreign currency transactions are dealt with in accordance with the Accounting Standard 11 “The Effects of

Changes in Foreign Exchange Rates”, notified by the Companies (Accounting Standards) Rules, 2006.

14)Operating Leases:

Assets acquired on lease where a significant portion of the risks and rewards of the ownership are retained by the

Lessor are classified as operating lease. Lease rentals are charged off to the Profit & Loss Account as incurred.

15)Earnings per Share:

Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders

(after deducting preference dividends and attributable taxes) by the weighted average number of equity shares

outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity

shareholders and the weighted average number of shares outstanding during the period are adjusted for the

effects of all dilutive potential equity shares.

16)Accounting for Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognized when the Company has a present obligation as a result of past event and it is probable

that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can

be made. Provisions are not discounted to present value and are determined as best estimates required to settle

the obligation at the Balance Sheet date.

Contingent Liabilities are disclosed by way of notes to accounts in case of:

a. A present obligation arising from past events, when it is not probable that an outflow of resources will be

required to settle that obligation;

b. A present obligation when no reliable estimate is possible; and

c. A possible obligation arising from past events where the probability of outflow of resources is remote.

Contingent Assets are not recognized in the financial statements.

B. NOTES TO ACCOUNTS:

1) a. Confirmation of balances from the parties with whom the Company has had transactions are called for and

received in certain cases and are reconciled. In respect of cases where confirmation of balances is not received,

the Management does not expect any material variations.

b. Supporting documents relating to Rs 2,506 lakhs of expenses incurred during the year is misplaced / lost in

transit. The management has reviewed these transactions and confirms the veracity of the same.

2) Details of Securities for Loan:

a. Vehicle loans from banks are secured by hypothecation of vehicles.


45

b. Soft loan from National Horticulture Board is secured by mortgage of all immovable and movable assets both

present and future.

3) The Income generated from cultivation and marketing of seeds, vegetables and fruits, which is in the nature of

agricultural activity, is fully exempt from Income Tax u/s 10(1) of the Income Tax Act, 1961.Expenses which are

common for both agricultural activities and agri biotech products are bifurcated on an estimated basis for the

purpose of computing taxable income .

4) Share warrants application money pending allotment includes Rs. 512 lakhs (Previous Year Rs. Nil) towards

security premium.

5) The Company is carrying out the cultivation of herbal plants, extraction of alkaloids and other research and

development activities on the land owned by one of the Directors.

6) The Honourable Court of Civil Judge (SR .DN),Doddaballapur vide their order dated 8th December 2009

closed the case filed by National Horticulture Board (NHB) to recover the Soft Loan of Rs.69.00 lakhs and

interest thereon from the Company since NHB has not taken any steps to resolve the issue despite the directives

from the said court. However as a matter of prudence , Rs 80.04 lakhs shown as soft loan and accrued interest

thereon due to NHB during the previous year is not withdrawn.

7) The Company has taken certain assets under cancelable operating leases. The total rental expense under cancelable

operating leases during the year was Rs. 21,59,566/- (Rs.20,82,100/-).

8) Deferred Tax:

The Company has accounted for deferred tax in accordance with Accounting Standard 22 'Accounting for Taxes

on Income', notified by the Companies (Accounting Standards) Rules, 2006. The deferred tax Liability comprises

following components:

Particulars 31.03.2010 31.03.2009

a. Deferred Tax Liability:

Timing difference on accounts of Depreciation 44,81,311 -

b. Deferred Tax Asset:

Disallowance on account of non deduction of TDS 2,62,400 -

Net Deferred Tax Liability (a-b) 42,18,911 -

9) Retirement Benefit Plans:

a) Defined contribution plans: The Company makes Provident Fund contribution to defined contribution retirement

benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified

percentage of the payroll costs to fund the benefits. The Company recognized Rs.924, 215/- (Rs.836, 761/-) for

provident fund contributions in the Profit and Loss Account including contribution to the Managing Director. The

contributions payable to these plans by the Company are at rates specified in the rules of the respective scheme.

b) Defined benefit plans: The Company makes the provision to the Employees' Gratuity Scheme for eligible

employees. The scheme provides for lump sum payment to eligible employees at retirement, death while in

employment or on termination of employment, an amount equivalent to 15 days salary payable for each

completed year of service or part thereof in excess of six months. Eligibility occurs upon completion of five

years of service.

The present value of the defined benefit obligation and current service cost were measured using the Projected Unit

Credit Method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out the funded status of the gratuity plan and the amounts recognized in the Company’s

financial statements as at March 31, 2010:


46

Particulars As at March

31, 2010

I. Change in benefit obligations:

Projected benefit obligation, beginning of the year (April 1, 2009) NA

Service cost -

Interest cost -

Actuarial (gain) / loss -

Benefits paid 20,769

Projected benefit obligation, end of the year 15,10,549

II. Change in plan assets:

Fair value of plan assets, beginning of the year (April 1, 2009) -

Expected return on plan assets -

Employer’s contributions -

Benefits paid -

Actuarial gain -

Fair value of plan assets at the end of the year -

Excess of (obligation over plan assets) / plan assets over obligation (15,10,549)

(Accrued liability) / Prepaid benefit (15,10,549)

III. Net gratuity and other cost for the year ended March 31, 2010:

Service cost 7,89,944

Interest on defined benefit obligation -

Expected return on plan assets -

Net actuarial gain recognized in the year -

Net gratuity and other cost 7,89,944

Actual Return on Plan Assets -

IV. Category of Assets as at March 31, 2010:

Special Deposits Scheme -Nil-

Insurer Managed Funds -Nil-

Others -Nil-

Total -

V. Assumptions used in accounting for the gratuity plan:

Discount rate 8%

Salary escalation rate 10% - First 5

years and 7%

thereafter

Retirement Age 58 years

10) Auditors’ Remuneration:

SL. No. Particulars 2009-10 2008-09

1 Statutory Audit Fee 2,00,000 45,000

2 Tax Audit Fee 50,000 10,000

3 Service Tax on above 25,750 -

TOTAL 2,75,750 55,000*

* Net off Rs. 45,000/- excess provision withdrawn during the year.

11) Managerial Remuneration:

SL. No. Particulars 2009-10 2008-09

1 Salary 11,90,640 11,90,640

2 Employer’s contribution to Provident Fund 9,360 9,360

3 Perquisites 3,00,000 2,92,000

TOTAL 15,00,000 14,92,000


47

The Managing Director is covered under the Company’s scheme for gratuity along with the other employees of

the Company. Proportionate amount of gratuity is not included in the aforementioned disclosure, as the amount

attributable to Managing Director is not ascertainable.

12)The information required to be disclosed under the Micro, Small and Medium Enterprises Development Act,

2006 has been determined to the extent such parties had been identified on the basis of information available

with the Company in this regard.

2009-10 2008-09

Particulars Principal Interest Principal Interest

Principal amount and the interest due thereon remaining

unpaid to any supplier as at the end of each accounting year; Nil Nil Nil Nil

The amount of interest paid by the buyer in terms of

Section 16 of the Micro, Small and Medium Enterprises

Development Act, 2006, along with the amount of the

payment made to the supplier beyond the appointed day

during each accounting year; Nil Nil Nil Nil

The amount of interest due and payable for the period of

delay in making payment (which have been paid but

beyond the appointed day during the year) but without

adding the interest specified under the Nil Nil Nil Nil

Micro, Small and Medium Enterprises Development Act,

2006;

The amount of interest accrued and remaining

unpaid at the end of each accounting year; Nil Nil Nil Nil

The amount of further interest remaining due and payable

even in the succeeding years, until such date when the

interest dues as above are actually paid to the small

enterprise, for the purpose of disallowance as a

deductible expenditure under section 23 of the Micro,

Small and Medium Enterprises Development Act, 2006. Nil Nil Nil Nil

13) Additional particulars as required under Part II of Schedule VI of the Companies Act, 1956.

a) Details of sales:

Particulars Year ended 31.03.2010 Year ended 31.03.2009

Quantity Value in Rs. Quantity Value in Rs.

Seeds 1,39,157 kgs 59,68,50,477 73,405 kgs 31,35,58,044

Biocides 11,46,031 ltrs & 20,29,40,313 7,21,611 ltrs & 17,93,88,430

11,26,107 kgs 12,51,958 kgs

Others 27,201 11,59,952

TOTAL 79,98,17,991 49,41,06,426

b) Details of consumption:



Raw Materials:

Seeds 34,082 kgs 20,52,86,480 24,100 kgs 6,69,33,187

Chemicals 60,130 kgs 1,24,56,192 11,51,550 kgs 10,31,770

Others* 62,80,305 9,32,19,148

TOTAL 22,40,22,977 16,11,84,105

* As the items are numerous, it is not practicable to furnish quantitative details.


48

c) Quantitative details of stock of finished goods & production:



Opening Stock:

Seeds 3,598 kgs 77,75,740 128 kgs 1,35,243


1,63,561 kgs 62,546 kgs

Closing Stock:

Seeds 35,689 kgs 5,01,60,892 3,598 Kgs 77,75,740


2,30,756 kgs 1,63,561 Kgs

d) Capacity and Production:

Particulars 2009-10 2008-09

Licensed Capacity NA NA

Installed Capacity (As certified by the Management):

Seeds 2,50,000 kgs 2,50,000 kgs

Biocides 15,00,000 kgs 15,00,000 kgs

Actual production:

Seeds* 1,71,248 kgs 76,875 kgs

Biocides 11,90,526 ltrs & 7,21,388 ltrs &

11,93,302 kgs 13,52,973 kgs

* Includes produced through contract forming.

e) Details of Value of Imports, Earnings in foreign currency, and Expenditure in foreign currency:


i) CIF value of Imports

(a) Stores, supplies & spares; 24,893 Nil

ii) Earnings in foreign currency Nil Nil

iii) Expenditure in foreign currency Nil Nil

f) Value and % of Materials Consumed:

2009-10 2008-09

Particulars Amount (Rs) % of Consumption Amount (Rs) % of Consumption

Value of Materials

Consumed:

Imported - - - -

Indigenous 22,40,22,977 100% 16,11,84,105 100%

TOTAL 22,40,22,977 100% 16,11,84,105 100%

14) Related Party Disclosure:

1. Relationship during the year:

(a)Subsidiaries:

None

(b)Fellow Subsidiaries:

None


49

(c)Associates:

None

(d)Key Management Personnel:

Dhirendra Kumar – Managing Director

(e)Relatives of Key Management Personnel:

A. N. Singh

Veerendra Kumar Singh

Geeta Singh

Karan Singh

(f) Entities where Key Management Personnel (KMP)/relatives of Key Management Personnel (RKMP) have

significant influence:

Sanatan Herbal & Naturals Limited

Camson Farm Produce Private Limited

Shashtika Health Resorts & Spa Private Limited

Camson Green Valley Products Private Limited

2. Transactions carried out with related parties referred in 1 above:

Key Management Entities where

Transactions Personnel and KMP/RKMP have

their relatives significant influence

Purchases - 34,48,610

(-) (5,25,26,426)

Purchase of Fixed Assets 1,05,59,626

(-)

Labor Charges - 12,933

(-) (-)

Lease Rent 2,40,000 -

(2,40,000) (-)

Unsecured Loan taken - 2,00,20,265

(-) (10,80,000)

Unsecured Loan repaid - 2,00,20,265

(-) (10,80,000)

Remuneration 12,33,566 -

(12,71,690) (-)

Dividend Paid 26,31,420 17,35,740

(-) (-)

Debit balance outstanding - 5,509

(-) (-)

Credit balance outstanding 6,11,276 -

(10,67,549) (-)


50

15) Earnings per Share (EPS):

Earnings per share is calculated in accordance with Accounting Standard 20 – “Earnings per share”, notified by the

Companies (Accounting Standards) Rules, 2006.


Amount (Rs) % of Consumption Amount (Rs) % of Consumption

Profit Before Tax & Extra Ordinary Items 14,71,32,853 85,06,6,827

Less: Current year tax 63,53,696 35,80,933

Fringe benefit tax 3,47,231

Deferred Tax 42,18,912 1,05,72,608 39,28,164

Profit After Tax but before 13,65,60,245 8,11,38,763

Extra Ordinary Items

Extra Ordinary Items - -

Profit After Tax and Extra Ordinary Items 13,65,60,245 8,11,38,763

Weighted average no. of Equity shares:

Basic 1,47,10,822 1,05,47,945

Diluted 1,47,18,938 1,05,47,945

Earnings per Share - Basic:

a. Before extra ordinary items 9.283 7.692

b. After extra ordinary items 9.283 7.692

Earnings per Share – Diluted:

a. Before extra ordinary items 9.278 7.692

b. After extra ordinary items 9.278 7.692

16) Segment Information:

In accordance with AS-17 “Segment Revenue”, notified by the Companies (Accounting Standards) Rules, 2006,

segment revenue, segment results and other information are as under:

A. Primary Segment

a) Business Segment:

Segment identified by the Company comprises as under:

i. Seeds & Vegetables

ii. Agri Biotech Products

b) Segment Revenue & Expenses:

Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of

the segment. Revenue and Expenses which relate to enterprises as a whole and are not allocable to a segment

on a reasonable basis have been disclosed as “Unallocable”.

c) Segment Assets & Liabilities:

Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax

related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have

been disclosed as “Unallocable”.

B. Secondary Segment

The entire turnover of the Company is from domestic business and there is no geographical/secondary segment

to be reported.


51

C. Due to non-availability of certain details, segment information for the year ending 31st March 2009 is not furnished.

17) Contingent Liabilities: Nil

18) The Company is in the process of filing revised returns under various State Sales Tax Act (VAT). Reconciliation of

liability accounts relating to VAT is in progress.

19) Previous year figures have been regrouped / reclassified wherever necessary to confirm to current year classification.

Figures in brackets are in respect of previous year.

Schedules referred to herein form an integral part of the

Balance Sheet and Profit & Loss Account

As per our report of even date For and on behalf of the Board of Directors

For ISHWAR & GOPAL


K. V. Gopalakrishnayya Dhirendra Kumar A. N Singh

Partner Managing Director Director

Membership No. 21748


Place : Bangalore C. M Murthy

Date : 30.08.2010 Company Secretary

Particulars Seeds & Vegetables Agri Biotech Products Consolidated Total

Segment Revenue 59,71,12,622 20,40,36,527 80,11,49,149

Segment Result 44,94,25,064 18,08,58,918 63,02,83,981

Unallocated Corporate Expenses 9,172,590

Unallocated Corporate Incomes (40,025)

Operating Profit 147,687,558 23,177,609 161,732,602

Interest Expense 1,970,590

Interest Income (2,304,335)

Profit Before Tax 162,066,347

Taxes:

Current Tax 6,353,696

Fringe Benefit Tax -

Deferred Tax 4,218,912

Profit after tax for the year 151,493,739

Prior Year Adjustments (net) 3,637,661 11,295,833 14,933,494

Profit After Tax 136,560,245

OTHER INFORMATION

Segment Assets:

Fixed Assets 211,884,304 49,439,644 261,323,948

Current Assets 273,837,895 49,413,823 323,251,718

Unallocated Corporate Assets:

Fixed Assets 82,601,064

Investments 8,391,714

Current Assets 179,349,221

Total Assets 854,917,665

Segment Liabilities 10,132,154 6,015,157 16,147,311

Unallocated Corporate Liabilities 838,770,354

Total Liabilities 854,917,665

Capital Expenditure 153,381,073 26,762,694 180,143,767

Depreciation 12,570,107 2,247,806 14,817,913

Unallocated Depreciation 1,801,326


52

I. Registration Details

Registration No. 1 4 9 4 4 State code: 0 8

Balance Sheet Date 3 1 0 3 2 0 1 0

II. Capital raised during the year (Amount in Rs.)

Public Issue Preferential Issue

N I L 2 3 5 0 0

Bonus Issue Private Placement

N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount in Thousands)

Total Liabilities Total Assets

7 6 9 0 6 9 7 6 9 0 6 9

Sources of Funds

Paid-up Capital Reserves & Surplus

1 6 0 5 0 0 2 6 2 9 2 6 2 0 4

Share Warrants Application Money Secured Loan

6 1 1 0 6 9 9 9 7

Deferred Tax Liability

4 2 1 9

Application of Funds

Net Fixed Assets Investments

3 4 3 9 2 5 8 3 9 2

Net Current Assets

4 1 6 7 5 2

IV. Performance of the Company (Amount in Rs.)

Turnover Total Expenditure

8 0 3 4 5 3 6 5 6 2 1 6

Profit/(Loss) before tax Profit/(Loss) after Tax

1 4 7 2 3 7 1 3 6 5 6 0

Earnings per share in Rs. Dividend rate %

9 . 2 8 3 1 0

V. Generic Names of the Three Principal Products/Services of the Company (as per monetary terms)

Item Code No. (ITC Code) 1 2 0 9 0 0

Product Description

A G R I C U L T U R A L B I O T E C H P R O D U C T S

Z E R O R E S I D U E V E G E T A B L E S & F R U I T S

Date Month Year

17 BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

(As per Schedule VI, Part IV of the Companies Act, 1956)


53

ToAlpha Systems Pvt.Ltd. Date:(Unit: Camson Bio Technologies Limited),No. 30, Ramana Residency,4th Cross, Sampige Road,Malleswaram,Bangalore - 560 003. REGISTERED FOLIO NO.

Dear Sirs,

FORM FOR ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDEND

I hereby give my mandate to credit my Dividend on the Shares held by me with respect to aforesaid folio number directlyto my Bank Account through Electronic Clearing Service (ECS). The details of the Bank Account are given below.

A Name of the Bank

B Branch Name(Provide complete BankAddress with name of Cityand Pin Code)

C Account Number

D Type of Account (tick) S B C A NRE NRO Others

E Nine Digit MICR Code No.

(Please ensure to fill-in correct MICR Code Number as appearing on the Cheque Book provided by the Bank. Please alsoverify the same from your Bankers).

(Please attach a Blank “CANCELLED” cheque or a photocopy thereof or a certificate from the Bank).

PAN No.

I hereby declare that the particulars given above are correct and complete. If the transaction is delayed or credit is noteffected at all for reasons(s) of incomplete or incorrect information, I will not hold the Company or the Share TransferAgents responsible for ths same.

I/We am/are attaching herewith a Cancelled Cheque / Xerox copy of a Cheque, PAN Card, Passport, Voter’s ID, Front Pageof the Bank Passbook as proof for the above.

Name of the Shareholder(s) Signature of the Shareholder(s)

Address of the Shareholder (1st named shareholder).

Please note that incomplete Mandate Form will be rejected.

All the Columns should be filled in.

Permanent Account Number (PAN) is compulsory as per the SEBI Guidelines.

Separate Forms should be submitted for each of the Folio. (Take xerox, if required)

ECS DETAILS FOR SHAREHOLDERS HOLDING SHARES IN DEMAT FORM: In case of shareholders holding their sharesin demat mode, the shareholders are requested to provide the above details to their respective (depository participant)DPs. Please also note that details communicated, directly, only to the Company or Registrars will not be considered if theshares are held in DEMAT form.

ELECTRONIC CLEARING SERVICES (ECS) MANDATE FORMAT

✄✄


Regd Office: Survey No. 132, Madagondanahalli, Bangalore-561203

ATTENDANCE SLIP

Please fill in this Attendance slip and hand it over at the entrance of the meeting venue.

Name of the Shareholder ( IN BLOCK LETTERS) ..................................................................................................................

Name of Proxy (IN BLOCK LETTERS) ...................................................................................................................................

Reg. Folio No. .......................................................................................... No. of shares held ........................................................

Client ID No. .......................................................................................... DP ID No..............................................................................

I hereby record my presence at the SIXTEENTH ANNUAL GENERAL MEETING of Members of the Company being held

on Monday the 27th September, 2010 at 3.30 p.m. at Hotel Nandhini, No. 210, ‘A’ Cross, 1st Main, Domlur 2nd Stage,


Signature of the Member Signature of the Proxy holder


Regd Office: Survey No. 132, Madagondanahalli, Bangalore-561203

PROXY FORM

I/We ........................................................................................ of ............................................................................................

being a Member/(s) of Camson Bio Technologies Limited hereby appoint Shri/Smt ..............................................................

of ......................................................................... or failing him/her Shri/Smt ..................................................................... of

................................................................................................................................................................................................

as my/our proxy to attend for me/us and vote on my/our behalf at the SIXTEENTH ANNUAL GENERAL MEETING of the

Company, being held on Monday the 27th September, 2010 at 3.30 p.m. at Hotel Nandhini, No. 210, ‘A’ Cross, 1st Main,

Domlur 2nd Stage, Bangalore - 560071.

Reg. Folio No. .......................................................................................... No. of shares held ........................................................

Client ID No. .......................................................................................... DP ID No..............................................................................

Notes :

1. This Proxy Form should be signed across the stamp as per specimen signature registered with the Company.

2. The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before the

commencement of the aforesaid Meeting. The Proxy need not be a member of the Company.

Affix Re.1

Revenue

Stamp

✄

Documents

Camson Annual Report 2009-2010