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Centenial Surgical Suture Ltd.

BSE: 531380 Sector: Health care
NSE: N.A. ISIN Code: INE405H01018
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P/E 18.96
Mkt Cap.(Rs cr) 30.66
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Sell Price 84.00
Sell Qty 42.00
OPEN 84.00
CLOSE 82.65
VOLUME 3
52-Week high 100.00
52-Week low 30.00
P/E 18.96
Mkt Cap.(Rs cr) 30.66
Buy Price 0.00
Buy Qty 0.00
Sell Price 84.00
Sell Qty 42.00

Centenial Surgical Suture Ltd. (CENTENIALSURGIC) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in submitting the 20th Annual Report together with theaudited accounts of the Company for the year financial year ended March 31 2015.

Financial Performance

Financial Results of the Company’s operation for the year under review are asfollows:

Rs. in Lakhs
For the year ended March 31 2015 2014
Net Profit before Depreciation & Taxation 373.19 329.51
Less : Depreciation 83.08 58.80
Provision for Deferred Taxation 0.00 (0.40)
Provision for Taxation / Written Off 98.61 91.60
Net Profit/(Loss) 191.50 179.12
Add : Balance from Last Year 1383.41 1204.30
Prior Period Profit adjustments 0.00 0.00
Less : Appropriation 0.00 0.00
Transfer to Reserves Profit / (Loss) carried to Balance Sheet 1579.39 1383.41

The year under review witnessed a lot of challenges with growing competition andchanges in surgeonRs.s preference. Further details of operations are given in themanagement discussion and analysis report which forms part of this report. I am alsoindebted to the Highly Educated Members of the Board for their guidance and to the HonestLoyal and Committed Employees. Our values always guide us and our history and heritage asa Company in one word stands for trust service and high Quality. We have a brand namewhich stands for Quality Reliability Commitment and Integrity.

Financial Statements

The Financial Statements have been prepared in accordance with Generally AcceptedAccounting Principles in India (Indian GAAP). These financial statements comply in allmaterial respects with the Accounting Standards notified under Section 133 of theCompanies Act 2013 ("the Act") read together with paragraph 7 of the Companies(Accounts) Rules 2014 to reflect the financial position and the results of operations ofthe Company. The Financial Statements of Financial Year 2014 ~ 2015 together with theAuditorRs.s Report form a part of this Annual Report.

Dividend

Your Directors after careful consideration of the financial accounts of the Companyhave not recommended any dividend to the equity shareholders of the Company.

Operations

The highlights of the Company's performance are as under:

• Revenue from operations grew by a modest 1.49% to Rs.5176.68 Lakhs

• Profit before tax and exceptional items grew by 7.16% to Rs.290.11 Lakhs.

• Profit after tax for the year stood at Rs.191.50 Lakhs up 6.91% from FinancialYear 2013 ~ 2014.

During the year our consolidated revenues registered a growth of 1.60% to Rs.5186.54Lakhs from Rs.5104.87 Lakhs from last Financial Year 2013 ~ 2014. More than 95% of thecurrent workforce has grown with us with some clocking more than ten years. They realisethe value of Education Loyalty Honesty Success Commitment Sincerity Hard Workrequired to sustain this success.

Change in nature of business

There has been no change in the nature of business of the Company. Your Companycontinues to be a Medical Device company engaged in manufacturing surgical sutures &other medical devices with sales mainly in India.

Material changes and commitments affecting the financial position of the Company

There have not been any material changes affecting the financial position of theCompany between the end of the financial year and the date of this report.

Share Capital

The paid up equity share capital of the Company as on March 31 2015 was Rs.364.83Lakhs. During the year under review the Company has not issued shares with differentialVoting Rights nor granted Stock options nor Sweat Equity.

Deposits

The company has not accepted any fixed deposits from the public.

Directors and Key Managerial Personnel

Shri Devraj T. Poojary [DIN : 02041726] who retires by rotation and being eligibleoffers himself for reappointment. The Company has received separate notices from a memberunder Section 165 of the Companies Act 2013 signifying its intention to propose ShriDevraj T. Poojary[DIN : 02041726] as candidate for the office of Executive Director of theCompany at the forthcoming 20th Annual General Meeting. The necessaryresolutions proposing appointment of Executive Director is being placed before theShareholders for approval.

Ms. Anuradha Kashikar (DIN : 00804831) who was appointed by the Board of Directors asan additional Director of the Company with effect from March 27 2015 and who holds officeupto the date of this 20th Annual General Meeting of the Company in terms ofSection 161 of the Companies Act 2013 ("Act") and in respect of whom theCompany has received a notice in writing from a Member under Section 160 of the Actproposing her candidature for the office of Director of the Company be and is herebyappointed a Director of the Company.

The Board has Independent Non-Executive Director based on fit & proper criteria ~qualification expertise track record integrity etc. With the enactment of the CompaniesAct 2013 (Rs.the ActRs.) it is mandatory for every listed Company to appoint requisitenumber of Rs.Independent DirectorsRs. as defined in Section 149(6) of the Companies Act2013. The Company in compliance with the Listing Agreement has already appointed ShriSunil C. Modi [DIN : 03103966] Shri Bhushan S. Limaye [DIN : 00804930] and Shri JagadishB. Shetty [DIN : 00731896] as Independent Non-Executive Directors of the Company on theBoard. The Board is of the opinion that the existing Independent Directors fulfil thecriteria as specified in Section 149 of the Companies Act 2013 & the Rules madethereunder.

Further Ms. S. Mhatre resigned as Chief Financial Officer on March 31 2015. The Boardon recommendation of Nomination and Remuneration Committee appointed Ms. Anuradha Kashikaras Chief Financial Officer w.e.f. April 1 2015.

Board Evaluation

We at CENTENIAL believe in striving and excelling against contenders not only throughproducts and initiatives but also through effective and efficient Board Monitoring. Asrequired under the Companies Act 2013 and the Listing Agreement an evaluation of all theDirectors the Board as a whole and its committees was conducted based on the criteria andframework adopted by the Board. The details of the said evaluation have been enumerated inthe Corporate Governance Report which is annexed to the BoardsRs. Report.

Managerial Remuneration Policy

The policy on appointment and remuneration of Directors and Key Management Personnelprovides an underlying basis and guide for human resource management thereby aligningplans for strategic growth of the Company. While deciding on the remuneration forDirectors and Key Management Personnel the Board and the Nomination and RemunerationCommittee consider the performance of the Company the current trends in the industry thequalifications of the appointee(s) their experience past performance and other relevantfactors. The policy is pursuant to Section 178(4) of the Companies Act 2013 and clause49(IV) (B) (4) of the Listing Agreement.

Loans Guarantees or Investments

Loans guarantees and investments (if any) covered under Section 186 of the CompaniesAct 2013 form part of the notes to the financial statements.

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss onbusiness performance policies strategies and other matters of significance. Theschedules of the meetings are circulated in advance to ensure proper planning andeffective participation in meetings. In certain exigencies decisions of the Board arealso accorded through circulation. The Board during the financial year 2014 ~ 2015 met 04(Four) times. Detailed information regarding the meetings of the Board is included in thereport on Corporate Governance which forms part of the DirectorRs.s Report.

Committees on Board

Pursuant to Section 178 of the Companies Act 2013 the Company has changed the name ofRemuneration Committee and Share Transfers and Shareholders / Investors GrievanceCommittee to "Nomination and Remuneration Committee" and "StakeholdersRs.Relationship Committee" respectively.

Directors Responsibility Statement

In Compliance with section 134(5) of the Companies Act 2013 the Board of Directorshereby confirm the following:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to 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 at the end of the financial year and ofthe profit and loss of the 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 Company is responsible for establishing and maintaining adequate and effectiveinternal financial controls with regard to its business operations and in the preparationand presentation of the financial statements in particular the assertions on theinternal financial controls in accordance with broader criteria established by theCompany. Towards the above objective the Directors have laid down internal financialcontrols based on internal controls framework established by the Company which in allmaterial respects were operating effectively as at March 31 2015.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively. TheCompany has substantially complied with material provisions of such acts and regulationsas are relevant for its operations.

Related Party Transactions

Transactions with related parties are in the ordinary course of business and also onarmsRs. length pricing basis. Prior omnibus approval from the Audit Committee are obtainedfor transactions which are repetitive and also normal in nature. Further disclosures aremade to the Audit Committee and the Board of Directors on a quarterly basis.

There have been no material related party transactions undertaken by the Company underSection 188 of the Companies Act 2013 and hence no details have been enclosed pursuantto clause (h) of subsection (3) of Section 134 of Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 - Rs.AOC-2Rs..

Auditors

Statutory Auditors

Messrs. A. Vijay Kumar & Co. Chartered Accountants Firm Registration No.009824Swho are Statutory Auditors of the Company shall hold office till the conclusion of theforthcoming 20th AGM and are eligible for re-appointment pursuant to theprovisions of Section 139 of the Companies Act 2013 and the Rules framed there under itis proposed to appoint Messrs A. Vijay Kumar & Co. Chartered Accountants asStatutory Auditors of the Company pursuant to the provisions of Sections 139 of theCompanies Act 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules 2014the retiring Statutory Auditors to be appointed as Auditors of the Company to hold officefrom the conclusion of this 20th Annual General Meeting (AGM) till theconclusion of the 23rd Annual General Meeting of the Company to be held in theyear 2018 (subject to ratification of their appointment at every AGM) at suchremuneration plus service tax out of pocket expenses as may be mutually agreed betweenthe Managing Director of the Company and the Auditors. They have given a certificate tothe effect that the re-appointment if made would be within the limits prescribed underSection 139 of the Companies Act 2013. Your Directors recommend their re-appointment.

Cost Auditors

In compliance with the Central GovernmentRs.s order No.52/26/CAB-2010 dated June 302011 the Board had Messrs S. S. MANI & Company Cost Accountants (Firm RegistrationNumber 000412) appointed as the Cost Auditors of the Company for audit of the costaccounting records of the Company for the products Surgical sutures and medical devicesfor the financial year ending March 31 2015. However both the partners of Messrs S. S.Mani & Co. have expired. We have now appointed Messrs Kalpana P. Mehta & Co.having Firm Registration No. 102813 as Cost Auditors. Pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 the Boardhas recommended appointment of said cost auditor for the Financial Year 2014 ~ 2015.

Secretarial Auditors

Messrs H. S. Associates Company Secretaries were appointed to conduct the secretarialaudit of the Company for Financial Year 2014 ~ 2015 as required under Section 204 of theCompanies Act 2013 and rules thereunder. The secretarial audit reports for Financial Year2014 ~ 2015 forms the part of the Annual Report as Annexure A of the DirectorRs.s Report.The Board has appointed Messrs H. S. Associates Company Secretaries as SecretarialAuditor of the Company for Financial Year 2015 ~ 2016.

Company is in the process of appointing a Company Secretary as required pursuant toprovisions of Section 203 and other applicable provisions of the Companies Act 2013 andCompanies (appointment and Remuneration of Managerial Personnel) Rules 2014.

Corporate Governance Code

A separate report on Corporate Governance is enclosed as a part of this Annual Report.Certificate of Messrs A. Vijay Kumar & Co. regarding compliance of conditions ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement with stockexchange is enclosed herewith.

Management discussion and analysis

Management Discussion and Analysis Report as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment at Workplace in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. An Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment. Thepolicy has set guidelines on the redressal and enquiry process that is to be followed bythe complainants & the Internal Complaints Committee whilst dealing with issuesrelated to sexual harassment at the workplace towards any women employees. All womenemployees (permanent temporary contractual & trainees) are covered under thispolicy. All employees are treated with dignity with a view to maintain an environment freeof sexual harassment whether physical verbal or psychological. During the year underreview the Internal Complaints Committee has not received any complaint pertaining tosexual harassment.

Conservation to energy technology absorption foreign exchange earnings & outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure B tothe DirectorRs.s Report. Your Company continuous to focus on research and developmentactivities towards the upgradation of technology development testing and certificationof atraumatic needles and sutures for conformity to new Indian / International standardsand export market. The Company has installed new machinery designed to its specialrequirements and has been able to save in cost of production and also manufacture productsto various surgeons specifications. Besides development work for several new product codesfor exports has been undertaken. Emphasis on new product codes development and processimprovement will continue to be the priority areas of our research and developmentactivity enhancement in quality and service to our customer.

Extract of Annual Return

An extract of the Annual return has been annexed as Annexure C to the DirectorRs.sReport in compliance with Section 92 of the Companies Act 2013 read with applicable Rulesmade thereunder.

Internal Control Systems and their Adequacy

The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. Messers Vora and Associates Chartered Accountants areappointed with scope of the Internal Audit (IA) duly approved by the Audit Committee. Tomaintain its objectivity and independence the Internal Auditor reports to the AuditCommittee. The Internal Auditor evaluates the adequacy of the internal control system inthe Company on the basis of Statement of Operations Procedure instruction manualsaccounting policy and procedures.

Whistle Blower Policy / Vigil mechanism

The Company has implemented a whistle blower policy whereby employees Directors andother stakeholders can report matters such as generic grievances misconductmisappropriation of assets and non-compliance to code of conduct to the Company. Thepolicy safeguards the whistle blowers to report concerns or grievances and also providesdirect access to the Chairman of the Audit Committee.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements of Section177 of the Companies Act 2013 and Clause 49 of the Listing Agreement. Detailedinformation regarding the meetings of the Board is included in the report on CorporateGovernance which forms part of the DirectorRs.s Report.

Nomination and Remuneration Committee

The Nomination & Remuneration Committee is constituted in line with the regulatoryrequirements of Section 178 of the Companies Act 2013 & Clause 49 of the ListingAgreement. Detailed information regarding the meetings of the Board is included in thereport on Corporate Governance which forms part of the DirectorRs.s Report.

Other Matters

The officials of the Company have been falsely implicated vide a First InformationReport filed on January 2 2012 at the Anti-Corruption Branch Delhi. The officials of theCompany are cooperating with investigations.

People and Safety

CENTENIAL values all our employees and makes effort through Quality of work life tohelp their growth. Your Company has always placed emphasis on our people and safety atworkplace. Industrial relations in the Company were cordial throughout the business yearunder review.

Environment and safety

The Company accords the highest priority for maintaining safety standards and apollution-free environment.

Transfer to reserves

We have transferred Rs.191.50 Lakhs to the General Reserves which constitute 100% ofthe net profits of the Company. Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend account is required to be transferred by the Company to Investor Educationand Protection Fund (IEPF) established by the Central Government under the provisions ofSection 125 of the Companies Act 2013. Since no dividend has been paid this Section isnot applicable to our company.

Subsidiaries and Joint ventures

The Company has no subsidiary and not entered in joint ventures.

Employee Stock Option Plan (ESOP)

The Company does not have an Employee Stock Option Plan (Rs.ESOPRs.).

Research and Development

The Company's research & development activities continue to be directed towards upgradation of technology and development of new product codes and packaging lines. YourCompany's commitment is to meet and exceed those expectations.

Credit Ratings

CRISIL continued to reaffirm their rating of "BBB / Stable" and"A3+" for various banking facilities throughout the year enabling your Companyto avail facilities from bank(s) at attractive rates indicating a very strong degree ofsafety for timely payment of financial obligations.

ISO 9001 : 2008 Certification

Our Company is ISO 9001:2008 certified and the stringent ISO 9001:2008 system meanseffective control over every step to achieve true Quality Assurance for our products.

Statutory Disclosures

Your Directors have made necessary disclosures as required under various provisions ofthe Act and Clause 49 of the Listing Agreement. None of the Directors of your Company aredisqualified as per provisions of Section 164(2) of the Companies Act 2013.

Acknowledgments

Your Directors would like to express their appreciation for the assistance andco-operation received from the Food and Drugs Administration Banks GovernmentAuthorities Surgeons Hospitals Nursing homes the committed services by our ExecutivesStaff and Employees to the members of the Board for their guidance who contributed to thesuccess of our Company.

By Order of the Board of Directors
For Centenial surgical suture ltd.
Vijay MAJREKAR
Place of Signature : Mumbai Maharashtra Managing Director
Date : August 13 2015 DIN:00804808
Registered Office:
F-29 MIDC Murbad Thane 421401. Maharashtra.
Corporate Identification Number: L99999MH1995PLC089759
Email: admin@centenialindia.com ::: Website : www.centenialindia.com
Tel: (2524) 222905 / Fax: (2524) 222872

ANNEXURE TO THE DIRECTORS' REPORT

Annexure A

SECRETARIAL AUDIT REPORT

Form No. MR-3

For the financial year ended on March 31 2015.

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014].

To

The Members Centenial Surgical Suture Limited.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Centenial Surgical SutureLimited (hereinafter called the "Company"). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Centenial Surgical Suture Limited books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit We hereby report that in ouropinion the Company has during the audit year covering the financial year ended on March31 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

We have examined the books papers and minute books as mentioned in Annexure I Formsand returns filed and other records maintained by Centenial Surgical Suture Limited("The Company") for the year ended on March 31 2015 according to theapplicable provisions if any of:

I. The Companies Act 1956 and the Companies Act 2013 (the Act) and the Rules madethere under as applicable;

II. The Securities Contracts (Regulation) Act 1956 (Rs.SCRARs.) and the Rules madethere under;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial borrowings;

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (Rs.SEBI ActRs.) were applicable during the period:-

a). The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b). The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c). The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d). The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with Client;

e). The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and

VI. We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for Compliances under other applicable ActLaws and Regulations to the Company.

We report that since the Secretarial Standard-1 "Meeting of Board ofDirectors" and Secretarial Standard-2 "General Meetings" are effective from1st July 2015 compliance are not required for the year ended March 31 2015as per notification dated April 23 2015 issued by the Institute of Company Secretaries ofIndia. We further report that the Company has complied with the applicable clauses of theListing Agreement entered into by the Company with the BSE.

During the period under review the company has complied with the provisions of the ActRules Regulations and Guidelines mentioned above subject to the following observations:

• During the year the Company has not appointed Company Secretary as requiredPursuant to Section 203 and other applicable provisions of the Companies Act 2013 andCompanies (appointment and Remuneration of Managerial Personnel) Rules 2014.

• The Company has filed application to Central Government vide SRN No. C37630217dt. December 24 2014 for seeking approval for payment of Managerial Remuneration ofRs.8400000/- (Rupees Eighty Four Lacs only) per annum to Shri Vijay Majrekar ManagingDirector of the Company for the remaining period of his tenure of appointment i.e. October1 2014 to September 30 2015 and October 1 2015 to September 30 2016. However as ondate of this report the said application is not processed.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting membersRs. views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that during theaudit period the Company has;

• Passed Special Resolution pursuant to Section 180 (1) (a) for lease mortgageof the undertaking of the Company.

• Passed Special Resolution pursuant to Section 180 (1) (c) for approval ofshareholders to borrow in excess of the limit prescribed.

Date : August 13 2015 For HS Associates
Place : Mumbai Company Secretaries
Hemant S. Shetye ~ Partner
FCS No.: 2827
CP.NO:1483

AnnexureI

BOOKS PAPERS AND MINUTE BOOKS MAINTAINED BY THE COMPANY

1). Book containing the Minutes of Board Meeting General Meeting and CommitteeMeeting.

2). Book of accounts.

3). Register of Members.

4). Register of index of members.

5). Register of Transfer.

6). Register of Directors and Key managerial personnel and their shareholding.

7). Register of Charges.

8). Register of investments or loans made guarantee or security provided.

9). Register of particulars of contracts.

10). Attendance Register.

Date : August 13 2015 For HS Associates
Place : Mumbai Company Secretaries
Hemant S. Shetye ~ Partner
FCS No.: 2827
CP.NO:1483

Annexure II

To

The Members Centenial Surgical Suture Limited

Our report of even date is to be read along with this letter.

1). Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.

2). We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3). We have not verified the correctness appropriateness of financial records and booksof accounts of the Company.

4). Whereever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5). The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6). The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the Company nor of the efficacy or effectiveness with which themanagement has conducted the affairs of the Company.

Date : August 13 2015 For HS Associates
Place : Mumbai Company Secretaries
Hemant S. Shetye ~ Partner
FCS No.: 2827
CP.NO:1483

Annexure B

Particulars as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

Energy conservation is a continuous process and is one of the prime areas for controlof cost. Steps taken by the Company are as under :

(a). The steps taken or impact on conservation of energy :

Due to measures taken in previous year (2013 ~ 2014) this year also the power factorof F-29 and B-17 facilities was maintained at the lowest consumption resulting in lowermonthly electricity bills. The Air Conditioners set off point was maintained at 240C.

(b). Additional investments and proposals if any being implemented for reduction ofconsumption of energy:

• Procurement of additional 100 Watts LED fittings for all the shed areas and willbe made operative in this year.

• Provision for capacitor bank for newly installed packaging and sealing machinesto maintain power factor and reduce line current.

• On-going activities are being taken for energy conservation.

(c). Impact of measures at (a) & (b) above for reduction of energy consumption& consequent impact on the cost of production of goods :

• The above measures have resulted in reduction of Energy consumption.

• New machines got added in the year 2014 - 2015 as compared to 2013 - 2014 at theF-29 & B-17 facility.

• Though the above activities have added the total connected load of thefacilities the actual consumption of KWH will be less in comparison with that of year2013 - 2014.

(d). Total Energy Consumption at the facilities is as follows :

Power and fuel consumption

2014-2015 2013-2014
1). Electricity Consumption
a) Purchased units 233236 228151
Total Amount (Rs. in Lakhs) 19.57 18.98
Rate/unit 8.39 8.31
Consumption/unit of production N.A. N.A.
b). Own Generation
Through Diesel Generator :
Units 3240 2010
Total Amount (Rs. in Lakhs) 1.07 0.53
Cost/Unit 33.02 26.36
Consumption/unit of production N.A. N.A.
2). Furnace Oil N.A. N.A.
3). Coal (specify quality) N.A. N.A.
4). Others (specify) N.A. N.A.

B. Technology absorption Research and Development (R&D)

1. Specific areas in which Research & Development (R&D) is being carried out bythe Company :

In-house Research and Development work is carried out to develop new process forpackaging including standardizing/optimising to reduce power consumption.

2. Benefits derived as a result of the above R&D :

Development of process reduced the time for packaging and introducing number of newproduct codes.

3. Future plan of action:

The Company will carry on R&D activities to improve existing packaging linesprocesses of existing product codes and develop new products.

4. Expenditure on R&D :

Capital : NIL

Recurring : Expenses incurred are charged to normal heads and not allocated separately.

Total : Not determinable

Total R & D expenditure as percentage of total expenditure : Not determinable

C. Foreign Exchange Earnings & Outgo

During the year foreign exchange outgo was Rs.890.67 lakhs (Previous Year Rs.697.76lakhs). The foreign exchange earned during the year was Rs.82.32 lakhs (Previous YearRs.117.75 lakhs).

Annexure C

FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN as on the Financial Year ended March 31 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i CIN L99999MH1995PLC089759
ii Registration Date 20/06/1995
iii Name of the Company CENTENIAL SURGICAL SUTURE LIMITED
iv Category/Sub-Category of the Company Public Company / Limited by shares
v Whether listed Company (Yes/No) Yes
vi Address of the Registered Office and contact details F-29 MIDC Murbad Thane 421401 MAHARASHTRA. Tel: (2524) 222905 / Fax: (2524) 222872 Email: admin@centenialindia.com
vii Name Address and Contact details of Registrar and Transfer Agent if any Purva Sharegistry (India) Pvt. Ltd. 9 Shiv Shakti Industrial Estate Sitaram Mills Compound J. R. Boricha Marg Opp. Kasturba Hospital Lower Parel (East) Mumbai 400013. MAHARASHTRA. Telephone (+91 22) 2301 6761 / 2301 8261 Email : busicomp@vsnl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of Main Product / Services NIC Code of the Product % to total turnover of the Company
1. Surgical Suture and Medical Devices 21006 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASS OCIATE COMPANIES -

Sr. No. Name and Address of the Company CIN/GIN Holding / Subsidiary of the Company % of shares held Applicable Section
Not Applicable

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters
(1) Indian
a) Individual/ HUF

1618075

17600

1635675

44.83

1618075

17600

1635675

44.83

0.00
b) Central Govt.

0

0

0

0

0

0

0

0

0
c) State Govt(s).

0

0

0

0

0

0

0

0

0
d) Bodies Corp.

0

0

0

0

0

0

0

0

0
e) Bank/ FI

0

0

0

0

0

0

0

0

0
f) Any Other

0

0

0

0

0

0

0

0

0
Sub-Total (A)(1)

1618075

17600

1635675

44.83

1618075

17600

1635675

44.83

0.00
(2) Foreign
a) NRIs-Individuals

0

0

0

0

0

0

0

0

0
b) Other-Individuals

0

0

0

0

0

0

0

0

0
c) Bodies Corp.

0

0

0

0

0

0

0

0

0
d) Bank/ FI

0

0

0

0

0

0

0

0

0
e) Any Other

0

0

0

0

0

0

0

0

0
Sub-Total (A)(2)

0

0

0

0

0

0

0

0

0
Total shareholding of Promoter (A) (A)(1) + (A)(2)

1618075

17600

1635675

44.83

1618075

17600

1635675

44.83

0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds

0

0

0

0

0

0

0

0

0
b) Bank/ FI

0

0

0

0

0

0

0

0

0
c) Central Govt.

0

0

0

0

0

0

0

0

0
d) State Govt(s). 0

0

0

0

0

0

0

0

0

e) Venture Capital Funds 0

0

0

0

0

0

0

0

0

f) Insurance Companies 0

0

0

0

0

0

0

0

0

g) FIIs 0

0

0

0

0

0

0

0

0

h)Foreign Venture Capital Funds 0

0

0

0

0

0

0

0

0

i) Others (specify) 0

0

0

0

0

0

0

0

0

Sub-Total (B)(1) 0

0

0

0

0

0

0

0

0

2. Non- Institutions
a) Bodies Corp. 51626

9800

61426

1.68

58754

10300

69054

1.89

0.21

i) Indian 0

0

0

0

0

0

0

0

0

i) Overseas 0

0

0

0

0

0

0

0

0

b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 136293

397800

534093

14.64

124326

383900

508226

13.93

0.71

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 628557

726000

1354557

37.13

644997

726000

1370997

37.58

0.45

c) Others 41049

21500

62549

1.72

42848

21500

64348

1.76

0.04

Total Public shareholding (B) (B)(1) + (B)(2) 857525

1155100

2012625

55.17

870925

1141700

2012625

55.17

0.00

Grand Total (A+B+C) 2475600

1172700

3648300

100.00

2489000

1159300

3648300

100.00

0.00

(ii) Shareholding of Promoters

Sr. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares
1 Vijay Kalidas Majrekar 748675 20.52 0.00 748675 20.52 0.00 0.00
2 Anuradha Kashikar 693600 19.01 0.00 693600 19.01 0.00 0.00
3 Gaurav Majrekar 172100 4.72 0.00 172100 4.72 0.00 0.00
4 Shankar Majrekar 10000 0.27 0.00 10000 0.27 0.00 0.00
5 Vijaya Kashikar 3700 0.10 0.00 3700 0.10 0.00 0.00
6 S. K. Majrekar 2500 0.07 0.00 2500 0.07 0.00 0.00
7 S. K. Majrekar 2500 0.07 0.00 2500 0.07 0.00 0.00
8 Anuradha Kashikar 600 0.02 0.00 600 0.02 0.00 0.00
9 Shrikrishna Majrekar 1000 0.00 0.00 100 0.00 0.00 0.00
10 Samidha Majrekar 900 0.00 0.00 100 0.00 0.00 0.00
Total 1635675 44.83 0.00 1635675 44.83 0.00 0.00

(iii) Change in PromotersRs. Shareholding (please specify if there is no change)

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. At the beginning of the year 1635675 44.83 - -
2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.) No Change No Change - -
3. At the End of the year 1635675 44.83 - -

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs):

Sr. No. For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Shareholding at the End of the year

No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Shyam Kingar 567700 15.56 567700 15.56
2. Devendra K. Kothari 210200 5.76 210200 5.76
3. Parag Himatlal Sheth 144500 3.96 144500 3.96
4. Birju Harshad Tanna 68700 1.88 68700 1.88
5. Chhaya H Panchal 63700 1.74 63700 1.74
6. Devendra K Kothari 54100 1.48 54100 1.48
7. Birju Harshad Tanna 47600 1.30 47600 1.30
8. Harish Achuth Pai 33500 0.91 33500 0.91
9. Ramesh Gopal Kotian 30800 0.84 30800 0.84
10. Choksh Securities Co Ltd 25400 0.69 25400 0.69

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. For Each of the Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Shri Vijay Majrekar Managing Director / CEO / KMP (DIN : 00804808)
At the beginning of the year 748675 20.52% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change - - -
At the End of the year 748675 20.52% - -
2. Ms. Anuradha Kashikar Executive Director / CFO / KMP (DIN : 00804831) w.e.f. March 27 2015
At the beginning of the year 694200 19.03% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change - - -
At the End of the year 694200 19.03% - -
3. Shri Devraj T. Poojary Executive Director (DIN : 02041726)
At the beginning of the year 5100 0.14% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change - - -
At the End of the year 5100 0.14% - -
4. Shri Bhushan S. Limaye Independent Non-Executive Director (DIN : 00804930)
At the beginning of the year 100 0.0027% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change - - -
At the End of the year 100 0.0027% - -
5. Shri Sunil C. Modi Independent Non-Executive Director (DIN : 03103966)
At the beginning of the year 100 0.0027% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change - - -
At the End of the year 100 0.0027% - -
6. Shri Jagadish B. Shetty Independent Non-Executive Director (DIN : 00731896)
At the beginning of the year NIL 0.00% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change - - -
At the End of the year NIL 0.00% - -
7. Ms. S. Mhatre CFO (upto March 31 2015)
At the beginning of the year 200 0.0055% - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change - - -
At the End of the year 200 0.0055% - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due forpayment

Secured Loans excluding deposits (Rs. in Lakhs) Unsecured Loans (Rs. in Lakhs) Trade Deposits (Rs. in Lakhs) Total Indebtedness (Rs. in Lakhs)
Indebtedness at the beginning of the financial year
i) Principal Amount - 220.06 170.74 390.80
ii) Interest due but not paid - 147.16 - 147.16
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 367.22 170.74 537.96
Change in Indebtedness during the Financial Year
• Addition - 21.59 35.94 57.53
• Reduction - 102.16 - 102.16
Net Change - (80.57) 35.94 (44.63)
Indebtedness at the end of the Financial Year
i) Principal Amount - 120.06 205.56 325.62
ii) Interest due but not paid - 166.59 11.32 177.91
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 286.65 216.88 503.53

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director and Whole-Time Directors :

(Rs. in Lakhs)
Sr. No. Particulars of Remuneration

Name of MD / WTD / Manager

Total Amount

Shri Vijay Majrekar MD/CEO [DIN : 00804808] Shri Devraj T. Poojary ED [DIN : 00804831]
1. Gross Salary
a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 84.00 6.60 90.60
b) Value of perquisites u/s 17(2) Income Tax Act 1961 - - -
c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- As % of Profit (@ 1%) 2.71 - 2.71
- Others specify - - -
5. Others please specify - - -
Total 86.71 6.60 93.31
Ceiling as per the Act 31.91 31.91 31.91

B. Remuneration of other directors:

(Rs. in Lakhs)
Particulars of Remuneration

Name of Directors

Total Amount

Independent Non-Executive Directors Shri Bhushan S. Limaye [DIN : 00804930] Shri Sunil C. Modi [DIN : 03103966] Shri Jagadish B. Shetty [DIN : 00731896]
• Fee for attending board committee meetings 0.10 0.10 0.10 0.30
• Commission - - - -
• Others please specify - - - -
Total (1) 0.10 0.10 0.10 0.30
Other Non-Executive Directors
• Fee for attending board committee meetings - - - -
• Commission - - - -
• Others please specify - - - -
Total (2) - - - -
Total (1) + (2) 0.10 0.10 0.10 0.30
Overall Ceiling as per the Act 31.91 31.91 31.91 31.91

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

(Rs. in Lakhs)
Sr. No.

Key Managerial Personnel

Total Amount

Particulars of Remuneration Shri Vijay Majrekar CEO * Ms. S. Mhatre CFO
1. Gross Salary
a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 - 2.20 2.20
b) Value of perquisites u/s 17(2) Income Tax Act 1961 - - -
c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- As % of Profit - - -
- Others specify - - -
5. Others please specify - - -
Total - 2.20 2.20
Ceiling as per the Act 31.91 31.91 31.91

* Refer to VI (A) above

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal if any (give details)
A. COMPANY
Penalty None None None None None
Punishment None None None None None
Compounding None None None None None
B. DIRECTORS
Penalty None None None None None
Punishment None None None None None
Compounding None None None None None
C. OTHER OFFICERS IN DEFAULT
Penalty None None None None None
Punishment None None None None None
Compounding None None None None None

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