Dear Members,

The Directors take immense pleasure in presenting their 3rd Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended 31stMarch, 2016.

Financial Results:

(Amount in Lakhs)

General Information about the Company:

Camson Seeds Limited was in corporate under the Companies Act, 1956 on 4th July, 2013. It is engaged in the business of production, cultivation, Agri-inputs, processing or otherwise creation and supply of quality seeds for enhancing agriculture, floriculture, forestry, horticulture productivity and animal husbandry. The Company has highly specialized R & D capabilities, having developed around 60 hybrid varieties seeds.

Performance and Future Prospects:

Your Company continues to focus on technology and innovation with new product research and enhancement of existing products to make them more effective and efficient on the field. Your Board believes that this will further enhance the Company's leading market position.

“Kali”, black chilli, has been noted as an award winning product of the Company.

Dividend:

In view of the losses incurred, your Directors express the inability to recommend any dividend.

General Reserve:

The Board of the Company has not transferred any profits to its reserves.

Share Capital:

- The Authorized Share Capital is increased from Rs. 5,00,000/- to Rs. 35,00,00,000/ pursuant to the Scheme of Demerger;

- The Issued, Subscribed and Paid-up Share Capital increased from Rs. 5,00,000/- to Rs. 29,99,98,400/- pursuant to the Scheme of Demerger.

Board Meeting:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review 7 (Seven)Meetings were held on 19th May, 2015, 26th June, 2015, 31st August, 2015, 10th September, 2015, 3rd November, 2015, 14th November, 2015 and 12th March, 2016.The attendance record of the Directors is given hereunder:

Directors and Key Managerial Personnel:

During the year under review, the following Directors and Key Managerial Personnel were appointed:

* Dr. Anurudh Kumar Singh who was the Non-executive Director of the Company was appointed as an Independent Director w.e.f. 12th September, 2015.

Mr. Santosh Ramkrishna Nair resigned from the office of directorship of the Company w.e.f. 31st March, 2016.

Mr. SiddharthSarraf was appointed as the Chief Financial Officer w.e.f. 1st April, 2016.

Your Company has received declarations from all Independent Directors that they meets the criteria of independence as provided in subsection(6) of Section 149 of the Companies Act, 2013.

Copy of the draft letter of appointment to each of the Independent Directors in the manner as provided in the Companies Act, 2013 and SEBI Listing Regulations, 2015have been disclosed on the website of the Company

http://www.camsonseeds.com/pdf/Terms%20&%20 Conditions.pdf

Your Directors place on record their sincere appreciation to Mr. Krishnaswamy Ramaswamy Iyer, Independent Director who has resigned during the year for his valuable services rendered during his tenure.

Board Committees:

The Company has setup the following Committees of the Board.

Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee with adequate composition of Executive and Non-Executive Directors with Independent Directors forming the majority.

Details of remuneration to Directors:

Sitting fees are paid to Non-Executive Independent Directors for attending Board/Committee Meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings, in accordance with the Travel Policy for Directors.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the performance evaluation of the Board for the FY2016 will be carried out in the FY2017 as per the comprehensive and structured questionnaire framed by Nomination and Remuneration Committee. Your Board has initiated the process of performance evaluation of the Board and requisite criteria have been established. The criteria provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board/Committees, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders etc. Board evaluation plays an important role in further enhancing the governance standards of the Company and your Company keeps a closer view on the evaluation policy and its framework.

Meeting of Independent Directors:

An exclusive meeting of Independent Directors was held on 10th February, 2016 and transacted inter alia the following business:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole.

2. Evaluation of the performance of the Managing Director of the Company, taking into account the views of the Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the said meeting.

Change in Nature of the Business - Demerger of Seeds Business:

The Hon'ble High Court of Karnataka has sanctioned the Scheme of Arrangement (Demerger) of the seeds business on 31st July, 2015. Camson Seeds Limited is now a separate Seeds business entity effective from 1st September, 2015.

All the necessary forms, affidavits and applications were filed with the concerned authority for complying with the completion of the Scheme. Existing shareholders of Camson Bio Technologies Limited were allotted shares of Camson Seeds Limited on the record date as on 22nd September, 2015, in the ratio of 1:1. Application was made to BSE for listing of Camson Seeds Limited and the relaxation letter from SEBI was received under Rule 19(2)(b) of SCRR, 1957; the trading approval is awaited from BSE.

Directors' Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to financial statements (together with the notes to such financial statements)for the financial year 2015-16, the Board of Directors report that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/ loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the financial statements on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the company commensurate with the size and nature of its business and the complexity of its operations and that such internal financial controls are adequate and are operating effectively; and

(vi) the Company has a system of getting reports of compliance periodically from the units and is also in the process of implementing more comprehensive systems to ensure compliance with the provisions of all applicable laws.

Extract of Annual Return:

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form of MGT-9 is annexed herewith as Annexure A.

Auditors:

The Auditors, Messrs G.M. Kapadia & Co., Chartered Accountants, Bangalore(registered with ICAI Firm Registration Number 104767W), who were appointed as the Statutory Auditors in the 2nd Annual General Meeting (AGM) resigned; new Auditors were appointed on casual vacancy in the Extra-Ordinary General Meeting held on 12th September, 2015.

Messrs Deloitte Haskins & Sells LLP, Chartered Accountants, Bangalore (Firm Registration No: 117366W/W-100018)were appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Messrs G.M.Kapadia& Co., Chartered Accountants, Bangalore.

The Audit Committee at its Meeting held on August19, 2016, recommended the appointment of Messrs Deloitte Haskins & Sells, LLP, Chartered Accountants, (FRN:117366W/W-100018) who have given their consent and willingness to be appointed as Auditors of your Company. The Board of Directors at its Meeting held on the same day, approved the recommendation of the Audit Committee and proposed to appoint Messrs Deloitte Haskins & Sells, LLP, Chartered Accountants, as Auditors of your Company for a period of five (5) years from the conclusion of the ensuing 3rdAGM till the conclusion of the 8th AGM of the Company subject to the approval of the members of the Company at the ensuing AGM.

Further, in compliance with statutory requirements, the Statutory Auditors have not rendered to the Company during the financial year 2015-16, directly or indirectly, any of the services enumerated under Section 144(1) of the Companies Act, 2013.

There was no qualification from the Auditor's on the Annual Accounts for the year ended 31st March, 2016 of the Company

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

(A) Conservation of energy:

(B) Technology absorption:

(C) Research and Development (R&D)

(D) Foreign exchange earnings and Outgo

Disclosure relating to Remuneration of Employees:

There are no employees receiving remuneration more than Rs. 1,02,00,000/- per annum and /or Rs.

8,50,000/- per month. Therefore statement/disclosure pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rupees One Crore and Two Lakhs per financial year or Rupees Eight Lakhs Fifty Thousand per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

Fixed Deposits:

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (acceptance of Deposits) Rules, 2014.

Significant and Material Orders Passed by the Regulators or Courts

The Hon'ble High Court of Karnataka has granted approval for the demerger scheme of the seeds division on 31st July, 2015. This has paved way for the growth of the Seeds Division as a separate legal entity i.e. your Company.

Apart from this, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Internal Financial Controls:

The Board after reviewing the confirmation from external parties and reviewing the effectiveness of the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to company's policy, safeguarding its assets, prevention and detection of frauds and errors and completeness of accounting records and timely preparation of financial statements, the Board has satisfied itself that the Company has laid down internal financial controls, commensurate with size of the Company and that such internal financial controls are broadly adequate and are operating effectively.

Particulars of Loans, Guarantees or Investments:

There are no loans or guarantees given by the Company covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.

Business Risk Management:

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company’s risk management is embedded in the business processes. The Company has in place active mechanism to periodically review the risk assessment and minimization procedures and inform the Board members, in case any risk is foreseen. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Corporate Social Responsibility:

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

Related Party Transaction:

The Company has formulated a Policy on materiality of related party transactions and also on dealing with Related Party Transactions. Prior approvals of all Related Party Transactions (RPTs) are obtained from the Audit Committee.

All transactions entered with Related Parties for the year under review were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The particulars of every contract /arrangement entered into by the Company with the related parties, referred to in Sub section1 of Section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto has been disclosed in Form AO C 2 as [Annexure B].

Disclosures:

- The related party transactions entered into by the Company during the financial year ended 31stMarch, 2016, have been disclosed in the Notes to Accounts. The Policy on dealing with related party transactions is disclosed at the following web link: http://www.camsonseeds.com/pdf/Related%20party%20Transaction.pdf

- During the financial year ended 31stMarch, 2016, the Company has complied with the statutory requirements, except for delay in filling of the vacancy of Company Secretary, there have been no other instances of material non- compliance by the Company during such financial year nor have any penalties, strictures been imposed by any other statutory authority on any matter related to capital markets. The policy for determining 'material subsidiaries' is disclosed at the following web link:

http://www.camsonseeds.com/pdf/Policy%20on%20Materiality.pdf

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity:

There are no outstanding GDRs / ADRs / Warrants or any Convertible instruments as on 31stMarch, 2016.

Compliance With SEBI (Prohibition of Insider Trading) Regulations, 1992:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Company has complied with SEBI(Prevention of Insider Trading) Regulations, 2015. Code of Fair disclosure as required under the said Regulations was adopted and submitted to BSE and also uploaded on Company's website.

http://www.camsonseeds.com/pdf/Insider%20Trading%20Policy.pdf

Accounting Treatment:

Pursuant to Section 133 of the Companies Act 2013, read with rule 7 of the Companies (Accounts) Rules 2014, till the standards of accounting or any addendum thereto are prescribed by the Central Government, in consultation and recommendation of National Financial Reporting Authority, the existing accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently these financial statement have been prepared to comply in all material aspects with the Accounting Standards notified under Section 211(3C) of the (Companies (Accounting standards) Rule, 2006, as amended) and other relevant provisions of the Companies Act 2013.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in 'Zero Tolerance' against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as 'Code of Business Conduct' which has been posted on the Company's website at http://www.camsonseeds.com/pdf/Code%20of%20Conduct.pdf

Whistle Blower Policy:

In accordance with the requirements of Sections 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has also established an effective vigil mechanism and has adopted Whistle Blower Policy. During the year under review no individual/employee has denied access to the Audit committee. http://www.camsonseeds.com/pdf/Whistle%20Blower%20policy.pdf

Industrial Relations:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during FY2015-16:

- No of complaints received: NIL o No of complaints disposed off: NIL

A policy on Prevention of Sexual Harassment at Workplace will be adopted by the Company. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. Three member Internal Complaints Committee (ICC) will be set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

Acknowledgements:

The Directors wish to place on record their appreciation for the sincere and dedicated efforts of all employees. Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks and financial institutions and other business associates.

By order of the Board of Directors

Date: 19thAugust, 2016 Dhirendra Kumar

Place: Bangalore Chairman and Managing Director

DIN: 00301372