For the year ended March 31 2016
Your Directors have pleasure in presenting the 24th (Twenty -fourth) Annual Report onthe business and operations of the Company and the audited financial statement for theFinancial Year ended March 312016.
1. PERFORMANCE OF THE COMPANY
a) Total Income(on stand-alone basis):
|2015-16 ||2014-15 ||%Change |
|3207.15 ||3033.83 ||+5.71% |
During the year under review total income of the Company was Rs3207.15Lacs (previousyear Rs.3033.83 Lacs) representing a increased of 5.71%.
b) FINANCIAL SUMMARY(STANDALONE AND CONSOLIDATED)
In Rs. Lacs
|Particulars ||2015-16 ||2014-15 |
|1. Sales and other income ||3207.15 ||3033.83 |
|2. Profit before Depreciation Finance Cost and Tax ||397.79 ||418.12 |
|3. Less:Depreciation ||54.87 ||40.47 |
|4. Finance Cost ||189.90 ||201.42 |
|5. Profit before Tax ||153.02 ||176.23 |
|6. Less: Provision for Tax(Including Income Tax prior period tax and Deferred Tax) ||53.05 ||57.41 |
|7. Profit after Tax ||99.97 ||118.82 |
|8. Add: Balance Brought forward from the previous year ||1093.04 ||974.22 |
In Rs. Lacs
|Particulars ||2015-16 ||2014-15 |
|1. Sales and other income ||3174.81 ||3033.94 |
|2. Profit before DepreciationFinance Cost and Tax ||424.42 ||418.12 |
|3. Less:Depreciation ||54.87 ||40.47 |
|4. Finance Cost ||328.80 ||201.42 |
|5. Profit before Tax ||153.65 ||176.23 |
|6. Less: Provision for Tax(Including Income Tax Prior period tax and Deferred Tax) ||53.17 ||57.41 |
|7. Profit after Tax ||100.48 ||118.82 |
|8. Add: Balance Brought forward from the previous year ||1196.86 ||974.22 |
2. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure"A" to this report.
3. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2015-16 the Board of Directors duly met on 10 (Ten) timesrespectively on 4th May 2015 28th May 2015 20th July 2015 13th August 2015 3rd August2015 14th November 2015 2nd December 2015 30th December 2016 13th February 2016 and31st March 2016. The details of the meetings are given in Corporate Governance Report. Themaximum interval between any two meetings does not exceed 120 days as prescribed inCompanies Act 2013.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5)of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31 2016 theapplicable Accounting Standards have been followed and there were no material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and of the profit ofthe Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities:
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
5. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management Personnel and their remuneration. The Nomination and Remuneration policyis annexed herewith as Annexure "B" to this report.
6. PARTICULARS OF LOANS AND GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013
The company has not provide any loans give guarantees or made any investments duringthe financial year under review which falls within the purview of Section 186 of theCompanies Act 2013.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts or arrangements entered into by the Company with Related Parties havebeen done at arm's length and are in the ordinary course of business.
The policy on Related Party Transaction as approved by the Board has been displayed onthe Company's website.
Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of such transactions are provided in Form AOC-2which is annexed herewith as Annexure "C" to this report.
Related Party disclosures as per AS-18 have been provided in Note-38 to the financialstatement.
8. STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of the ManagementDiscussion and Analysis (MDA). MDA for the year under review as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report.
The Profit of the company has been slightly reduced as compared to last year. Repaymentof borrowing has further increased pressure on the cash flows of the company in thefinancial year under review. The Board of Directors feels appropriate not to recommend anydividend for the financial year 2015-16.
10. SHARE CAPITAL
The paid- up Equity Share Capital as on 31st March 2016 stood at Rs. 4.12 Crore. Duringthe year under review the Company has neither issued any shares with differential votingrights nor granted any stock options or sweat equity. As on March 31st 2016 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no adverse material changes or commitments occurred as on March 31st 2016which may affect the financial position of the Company or may require disclosure.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as Annexure "D" to this report.
13. RISK MANAGEMENT POLICY
The Company has a robust risk management framework comprising risk governance structureand defined risk management processes. The risk governance structure of the Company is aformal organization structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass riskidentification classification and evaluation. The Company identifies all strategicoperational and financial risks that the Company faces by assessing and analyzing thelatest trends in risk information available internally and externally and using the sameto plan for risk management activities.
The Company has set-up a Finance and Risk Management Committee to review the risksfaced by the Company and monitor the development and deployment of risk mitigation actionplans. The Committee reports to the Board of Directors and the Audit Committee who provideoversight for the entire risk management framework in the Company.
As a part of the Company's strategic planning process the Directors have reviewed therevised risk management policy and processes and also the risks faced by the Company andthe corresponding risk mitigation plans deployed. The Company is on track in respect ofits risk mitigation activities.
14. AUDIT COMMITTEE
The Audit Committee comprised of Mr. Dinesh Kaushal (Chairman) Mr. K.G.Gupta and Mr.Ankur Garg. This was reconstituted on 31st March 2016 due to resignation of Mr. Ankur Gargfrom the directorship of the Company. After such reconstitution the committee consistingof the following directors :
1. Mr. Dinesh Kaushal
2. Mr. K.G.Gupta
3. Mr. Ashok Kumar Agarwal
The Committee met 5 times during the year i.e 26th May 2015 11th August 2015 10thNovember 2015 10th February 2016 and 31st March 2016 respectively.
15. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprised of Mr. Krishna Gopal Gupta(Chairman) Mr. Om Prakash Varma and Mr. Ankur Garg. This was reconstituted on 31.03.2016due to resignation of Mr. Ankur Garg from the directorship of the Company. After suchreconstitution the committee consisting of the following directors
1 Mr. Krishna Gopal Gupta
2. Om Prakash Varma
3. Mr. Ashok Kumar Agarwal
The Committee met once during the year i.e 28th March 2016.
16. STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee comprised of Mr. Ashok Kumar Agarwal (Chairman)Mr. Vijendra Kumar Mittal and Mr. Ankur Garg. This was reconstituted on 31st March 2016due to resignation of Mr. Ankur Garg from the Directorship of the Company. After suchreconstitution the committee consisting of the following directors
1. Mr. Ashok Kumar Agarwal
2. Mr. Vijendra Kumar Mittal
3. Mr. Krishan Gopal Gupta
The Committee duly met 3 (three) times during the year i.e on 23rd July 2015 9thJanuary 2016 and 21st March 2016.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligations andDisclosure Requirements ) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. Performance evaluation has been carried outas per the Nomination and Remuneration Policy.
18. DETAILS OF CHANGES OF DIRECTORS AND KMP
There was no change in the directorship of the Company during the year under reviewexcept the following:
1. Mr. Ankur Garg has been resigned from the Board of the Company with effect from 31stMarch 2016.
2. Smt. Madhu Mittal has been re-appointed as Executive Director for a period of3(three) years w.e.f. April 12016 subject to the approval of Members.
3. Shri Ansh Mittal has been re-appointed as Executive Director for a period of3(three) years w.e.f. May 12016 subject to the approval of Members.
4. Shri V.K. Mittal has been re-appointed as Managing Director for a period of 3(three)years w.e.f. June 12016 subject to the approval of Members.
5. Shri Aman Mittal has been re-appointed as Executive Director for a period of3(three) years w.e.f. August 12016 subject to the approval of Members.
6. Mrs. Sujata Arora was appointed as an Additional Director in the capacity of anIndependent Director on the Board of the Company with effect from 13th August 2016 andbeing eligible offers herself to be appointed as Director as well as Independent Directorat the ensuing Annual General Meeting for a term of five years upto 13th August 2021.
7. Shri Ansh Mittal and Shri Dinesh Kaushal Directors of the Company retires byrotation and being eligible offer themselves for re-appointment.
The Company has not received any show cause notices/orders from any Regulatory Bodiesduring the year under review.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under of Section 149of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Mr. Ashish Kumar Jha Company Secretary tendered his resignation w.e.f.26.05.2015.Further Ms. Varsha Aggarwal who was appointed as Company Secretary w.e.f 20th July 2015has been resigned from the post w.e.f 28th November 2015. Ms Komal Gupta has beenappointed as the Company Secretary Of the Company w.e.f 01.01.2016
19. FAMILIARISATION PROGRAMME
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with the Company's procedures and practices.
Periodic presentations are made at the Board Meetings Board Committee Meetings andIndependent Directors Meetings on business and performance updates of the Company globalbusiness environment business strategy and risks involved.
The details of programmers for familiarization for Independent Directors are posted onthe website of the Company and can be accessed at: http://cenlub.in
A separate statement containing the salient features of financial statements ofsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the subsidiary companies and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Saturdays Sundays and public holidays up to the date of the AnnualGeneral Meeting (AGM) as required under Section 136 of the Companies Act 2013. Any memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Registered Office of your Company. The financial statements includes theconsolidated financial statements financial statements of subsidiaries and all otherdocuments required to be attached to this report. The financial performance of each of thesubsidiaries in the consolidated financial statements of your Company is set out in theReport. Additional details of the performance and operations of the subsidiaries alongwith details of the acquisitions and investments made by your Company and its subsidiariesduring the financial year in the Management Discussion and Analysis which also forms partof this Report.
During the year under review the Company has not accepted deposits under Chapter V ofthe Companies Act 2013.
22. SIGNIFICANT AND MATERIAL ORDERS
There was no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
23. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statement. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.
24. INFORMATION ON REMUNERATION
Information as per the provisions of Section 197(12) of the Companies Act2013 readwith Rule 5(1)5(2) and 5(3) of the Companies ( Appointment and Remuneration of ManagerialPersonal) Rules2014 are annexed as Annexure-E to this report.
25. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Pursuant to the provisions of sub-sections 9 and 10 of Section 177 of the Act and asper the Listing Regulations the Company has established a Vigil Mechanism to enable theDirectors and employees of the Company to report concerns of any unethical behaviorunacceptable and improper practices or suspected fraud. The Company has a Whistle BlowerPolicy in place which has also been uploaded on its website. An Ethics Committee has beenconstituted comprising the Chief Financial Officer HR Head and Company Secretary (EthicsOfficer) to administer this Policy.
This Policy has adequate safeguards against victimization of the whistle blower andensures protection of the whistle blower's identity. In addition as part of the vigilmechanism framework an independent internal audit mechanism has also been put in place toreview and report instances of non compliances with laws regulations and policies to theAudit Committee.
a) Statutory Auditors
At the Twenty- Second Annual General Meeting of the company held on 27thSeptember2014 M/s.Satish Singla & Co.Chartered Accountants (Firm RegistrationNo.000882N) have been re-appointed as the Statuary Auditors of the company to hold officeupto the conclusion of Annual General Meeting to be held in the year 2018 (subject toratification by shareholders at every Annual General Meeting).
The Company has received consent from M/s. Satish Singla & Co.CharteredAccountants Auditors of the Company and confirmation regarding their eligibility tocontinue as Statuary Auditors of the Company .
Your Directors request you to ratify the appointment of M/s. Satish Singla &Co.Chartered Accountants (Firm Registration No.000882N) as Statutory Auditors of theCompany at the ensuing Twenty-fourth Annual General Meeting and to fix their remuneration.The report by Auditors is self -explanatory.
b) Cost Auditors
The Company was not required to appoint Cost Auditors for the financial year 2015-16under the provisions of Section 148 of the Companies Act2013 and rules made there under.
c) Secretarial Audit
M/s. Shreyansh Jain & Associates Company Secretaries were appointed asSecretarial Auditors of the Company for the financial year 2015-16 pursuant to Section 204of the Companies Act 2013. The Secretarial Audit Report submitted by them in theprescribed form MR- 3 is attached as `Annexure F` and forms part of this report.
There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2015-16 which call for anyexplanation from the Board of Directors.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder the Listing Regulations is annexed to this report.
28. CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the disclosure norms as set out by Securities and Exchange Board of India.The Report on Corporate Governance as stipulated under Regulation 27 Listing Regulationsforms part of the Annual Report. The certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance as stipulated underRegulation 27 of the Listing Regulations has been annexed with this report.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION
AND REDRESSAL) ACT 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. During the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
The Board of directors of your company in their meeting had considered merger of M/sMinihyd Hydraulics Ltd with your company. Necessary steps in the process of complyingvarious requirements are being taken.
Your Directors acknowledge and thanks the Company's customers shareholders vendorsstate government authorities business associates banks and financial institutions forthe support extended to the Company. Your Directors also record their appreciation for thecommitment and dedication of the employees of your Company.
|Faridabad ||ON BEHALF OF THE BOARD OF DIRECTORS || |
|13th August 2016 ||for CENLUB INDUSTRIES LIMITED || |
| ||V.K.Mittal ||V.K.Gupta |
| ||Managing Director ||Whole time Director |
| ||DIN: 00006398 ||DIN: 00006461 |