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Centenial Surgical Suture Ltd.

BSE: 531380 Sector: Health care
NSE: N.A. ISIN Code: INE405H01018
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VOLUME 100
52-Week high 100.00
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P/E 10.66
Mkt Cap.(Rs cr) 18
Buy Price 50.20
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

Centenial Surgical Suture Ltd. (CENTENIALSURGIC) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in submitting the 21st Annual Report togetherwith the audited accounts of the Company for the year financial year ended March 31 2016.

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 2016 2015
Net Profit before Depreciation & Taxation 304.62 373.19
Less : Depreciation 67.55 83.08
Provision for Deferred Taxation 0.00 0.00
Provision for Taxation / Written Off 81.00 98.61
Net Profit/(Loss) 156.07 191.50
Add : Balance from Last Year 1579.39 1383.41
Prior Period Profit adjustments 0.00 0.00
Less : Appropriation 0.00 0.00
Transfer to Reserves Profit / (Loss) carried to Balance Sheet 1735.46 1579.39

Your Company has been vigorously working to keep its customers abreast of technologicaladvancements through revamp and upgradation of atraumatic needles so as to ensure bettersustainability.

Your Company is working on a range of new products and services to consistently exceedSURGEONS expectations.

This year CENTENIAL also emphasised on training its employees in PRODUCT THINKING forbetter and newer ways of problem solving so as to foster a culture of innovation andsubstantial progress. We already have a capable organization with immense trust andloyalty of our customers. As we move ahead in our journey we may need swift adaptation andtough decisions especially for evolving to a product portfolio that is more focused oninnovation and value-engineering.

As we look ahead we see a year of continuing challenges but at the same time we aregeared up to make the company more efficient to take on the current and futurecompetitive challenges. We are convinced that your support and cooperation will strengthenCENTENIAL. I would also like to express my appreciation to each of you for your supportand understanding as we move on into the new financial year with great hope. The yearunder review witnessed a lot of challenges with growing competition and changes insurgeon’s preference. Further details of operations are given in the managementdiscussion and analysis report which forms part of this report.

I am also indebted to the Highly Educated Members of the Board for their guidance andto the Honest Loyal and Committed Employees. Our values always guide us and ourhistory and heritage as a Company in one word stands for trust service and highQuality. We have a brand name which stands for Quality Reliability Commitment andIntegrity.

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 the Companies Act 2013 ("the Act")read together with paragraph 7 of the Companies (Accounts) Rules 2014 to reflect thefinancial position and the results of operations of the Company. The Financial Statementsof Financial Year 2015 ~ 2016 together with the Auditor’s Report form a part of thisAnnual Report.

Dividend

In order to conserve resources for the operating business your Directors after dueconsideration of the financial accounts of the Company have not recommended any dividendto the equity shareholders.

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 2016 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 Retire by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 Ms.Anuradha Kashikar retires by rotation at the forthcoming Annual General Meeting pursuantto the provisions of Section 152 of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and being eligible offersherself for re-appointment. The Board recommends her re-appointment for the considerationof the members of the Company at the ensuing Annual General Meeting.

Re-appointment of Managing Director

The current term of Shri Vijay Majrekar as the Managing Director of the Company expireson September 30 2016. At the meeting held on August 11 2016 the Board of Directorsacting on the recommendation of the Nomination and Remuneration Committee have approvedhis re-appointment for a further period of 03 (Three) years terms of remuneration etc.subject to the approval of the members of the Company and Central Government if required.The necessary resolution for his re-appointment is being placed before the members forapproval.

Independent Directors’ Declaration

All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure equirements) Regulations 2015("Listing Regulations").

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 (‘the Act’) it is mandatory for every listed Company to appointrequisite number of ‘Independent Directors’ as defined in Section 149(6) of theCompanies Act 2013. The Company in compliance with the Listing Agreement has alreadyappointed Shri Sunil C. Modi [DIN : 03103966] Shri Bhushan S. Limaye [DIN : 00804930] andShri Jagadish B. Shetty [DIN : 00731896] as Independent Non-Executive Directors of theCompany on the Board. The Board is of the opinion that the existing Independent Directorsfulfil the criteria as specified in Section 149 of the Companies Act 2013 & the Rulesmade thereunder.

During the year under review there is no change in the Board of Directors of theCompany.

Brief profile of the Directors proposed to be appointed / re-appointed and otherinformation as stipulated under Listing Regulations and Secretarial Standard 2 are part ofthe Notice attached to this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board’s functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was completed. The performance evaluation of the Chairman and theNon-Independent Directors was carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.

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 2015 ~ 2016 met 05(Five) times.

Committees on Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Committee of Directors (Stakeholders’ Relationship Committee)

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 2016.

(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 onarms’ length pricing basis.

Prior omnibus approval from the Audit Committee are obtained for transactions which arerepetitive and also normal in nature. Further disclosures are made to the Audit Committeeand the Board of Directors on a quarterly basis. There have been no material related partytransactions undertaken by the Company under Section 188 of the Companies Act 2013 andhence no details have been enclosed pursuant to clause (h) of subsection (3) of Section134 of Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014‘AOC-2’.

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 21st Annual General Meeting (AGM) and are eligible forre-appointment pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Rules framed there under it is proposed to appoint Messrs A. Vijay Kumar & Co.Chartered Accountants as Statutory Auditors of the Company pursuant to the provisions ofSections 139 of the Companies Act 2013 read with Rule 6 of the Companies (Audit andAuditors) Rules 2014 the retiring Statutory Auditors to be appointed as Auditors of theCompany to hold office from the conclusion of this 21st AGM till the conclusionof the 23rd Annual General Meeting of the Company to be held in the year 2018(subject to ratification of their appointment at every AGM) at such remuneration plusservice tax out of pocket expenses as may be mutually agreed between the ManagingDirector of the Company and the Auditors. They have given a certificate to the effect thatthe re-appointment if made would be within the limits prescribed under Section 139 ofthe Companies Act 2013. Your Directors recommend their re-appointment. There are noqualifications reservations or adverse remarks or disclaimers made by the StatutoryAuditors in their report.

Secretarial Auditors

Messrs H. S. Associates Company Secretaries were appointed to conduct the secretarialaudit of the Company for Financial Year 2015 ~ 2016 as required under Section 204 of theCompanies Act 2013 and rules thereunder. The secretarial audit reports for Financial Year2015 ~ 2016 forms the part of the Annual Report as Annexure A of the Director’sReport. The Board has appointed Messrs H. S. Associates Company Secretaries asSecretarial Auditor of the Company for Financial Year 2015 ~ 2016. The Company is in theprocess of appointing a Company Secretary as required pursuant to provisions of Section203 and other applicable provisions of the Companies Act 2013 and Companies (appointmentand Remuneration of Managerial Personnel) Rules 2014. There is no secretarial auditqualification for the year under review.

Corporate Governance Code

The Company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations &Disclosure Requirements) (LODR) Regulations 2015 as the Paid up capital of the Companywas below Rs.10.00 Crores and Net Worth was below Rs.25.00 Crores as on the last day ofthe previous financial year. As on March 31 2016 the Company’s Paid up Capital isof Rs.54242500.00 (Rupees Five Crores Forty Two Lakhs Forty Two Thousand Five HundredOnly) and Net worth is of Rs.227788955.00 (Rupees Twenty Two Crores Seventy Seven LakhsEighty Eight Thousand Nine Hundred Fifty Five only). Hence compliance with CorporateGovernance provisions as per SEBI (LODR) Regulations 2015 are not applicable to theCompany.

Management discussion and analysis

Management Discussion and Analysis Report as stipulated under Clause 49 of the ListingAgreement upto November 30 2015 and thereafter as per SEBI (LODR) Regulations 2015 formspart of the Annual Report.

Policy on Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules thereunder. An InternalComplaints Committee has been constituted to inquire into complaints of sexual harassmentand recommend appropriate action. During the year under review the Internal ComplaintsCommittee has not received any complaint of sexual 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 Director’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 Director’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 Mahesh Chandra and Associates CharteredAccountants are appointed with scope of the Internal Audit (IA) duly approved by theAudit Committee. To maintain its objectivity and independence the Internal Auditorreports to the Audit Committee. The Internal Auditor evaluates the adequacy of theinternal control system in the Company on the basis of Statement of Operations Procedureinstruction manuals accounting 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.

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 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 (‘ESOP’).

Research and Development

The Company’s research & development activities continue to be directedtowards up gradation of technology and development of new product codes and packaginglines. Your Company’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 : 2015 Certification

Our Company is ISO 9001:2015 certified and the stringent ISO 9001:2015 system meanseffective control over every step to achieve true Quality Assurance for our products.

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.

Place of Signature : Mumbai Maharashtra By Order of the Board of Directors
Date : August 11 2016 For CENTENIAL SURGICAL SUTURE LTD
Sd/-
Registered Office : Vijay MAJREKAR
F-29 MIDC Murbad Thane 421401. Maharashtra. Managing Director
Corporate Identification Number: L99999MH1995PLC089759 DIN : 00804808
Email : admin@centenialindia.com ::: Website : www.centenialindia.com
Tel: (2524) 222905 / Fax : (2524) 222872

ANNEXURE TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT

Form No. MR-3

FOR THE FINANCIAL YEAR ENDED ON MARCH 31 2016

[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

F-29 MIDC Murbad

Thane 421 401

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 a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances 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 2016 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 Forms and returns filed and otherrecords maintained by

Centenial Surgical Suture Limited ("The Company") for the year ended onMarch 31 2016 according to the provisions of:

I. The Companies Act 2013 (the Act) and the Rules made thereunder.

II. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade there 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 (‘SEBI Act’):-

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; (Not applicable to the Company during the audit period)

d). The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period);

e). The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)

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

g). The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 ( Not applicable to the Company during the Audit period) and to theCompany during the Audit Period).

VI. Further report that having regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest check basis the Company has complied with the following laws applicable specificallyto the Company : i). The Environment (Protection) Act 1986; ii). Air (Prevention andControl of Pollution) Act 1981 and Rules issued by the State Pollution Control Boards;iii). Water (Prevention and Control of Pollution) Act 1974 and Rules issued by the StatePollution Control Boards and iv). Factories Act 1948.

We have also examined compliance with the applicable clauses of the following: i).Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.ii). The Listing Agreements entered into by the Company with the BSE Limited iii). TheSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015 (with effect from December 1 2015);

During the year under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards and Listing Agreement/Obligations mentionedabove subject to the following observations: During the year the Company has notappointed Company Secretary as required Pursuant to Section 203 and other applicableprovisions of the Companies Act 2013 and Companies (appointment and Remuneration ofManagerial Personnel) Rules 2014.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. There has been nochange in the composition of the Board of Directors during the year under review.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

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.

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 the audit period the Company has:

1). Adopted new set of Articles of Association at the Annual General Meeting held onSeptember 28 2015. 2). Appointment of Ms. Anuradha Kashikar as an Executive Director

Date : August 11 2016 For HS Associates
Place : Mumbai Company Secretaries
Sd/-
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 the

Companies (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 (2015 ~ 2016) 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 &will be 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 2015-2016 as compared to 2014 ~ 2015 at theB-17 F-29 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 year2014 ~ 2015.

(d). Total Energy Consumption at the facilities is as follows :
Power and fuel consumption 2015 - 2016 2014 - 2015
1). Electricity Consumption
a) Purchased units 235747 233236
Total Amount (Rs in Lakhs) 21.13 19.57
Rate/unit 8.96 8.39
Consumption/unit of production N.A. N.A.
b). Own Generation
Through Diesel Generator :
Units 2860 3240
Total Amount (Rs in Lakhs) 0.72 1.07
Cost/Unit 25.21 33.02
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 Rs887.26 lakhs (Previous Year Rs890.67lakhs). The foreign exchange earned during the year was Rs130.16 lakhs (Previous YearRs82.32 lakhs).

Annexure D

Statement of Disclosure of Remuneration under Section 197 of the Companies Act 2013and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

Sr.
No. Requirement Information Ratio
(i). The ratio of the remuneration of Executive Director
Director to the median remuneration of the employees of the Company for financial year. Shri Vijay Majrekar Managing Director 50:1
(ii). The percentage increase in remuneration of Shri Devraj T. Poojary
Executive Director Chief Financial Officer Executive Director 0.45%
Chief Executive Officer Company Secretary in the financial year. Shri Vijay Majrekar 0.22%
CEO & Managing Director Ms. Anuradha Kashikar Not Applicable
Chief Financial Officer Company Secretary Not Applicable

Note:

1. The Independent Directors are entitled for sitting fees and commission as per thestatutory provisions and within the limits approved by the shareholders. As a policy theNon Executive Non Independent Directors are paid sitting fees and no commission. Thedetails of remuneration/sitting fees of Non Executive Directors are provided in theAnnexure C point no.VI. The ratio of remuneration/sitting fees and percentage increase forNon Executive Directors remuneration/sitting fees is therefore not considered for theabove purpose.

2. The percentage of increase in remuneration is effective from April 1 of every year.

3. The Chief Financial Officer remuneration is nil and the company has not appointedcompany secretary hence the percentage increase in remuneration is not applicable.

(iii). The percentage increase in the median remuneration of employees in the financial year 6.39%
(iv). The number of permanent employees on the rolls of the Company as on March 31 2016 247

(v). The explanation on the relationship between average increase in remuneration andcompany performance

2014-2015 2015-2016
Percentage increase in the average remuneration of all employees Percentage increase in 1.66% 4.75%
the median remuneration of all employees of all employees 10.42% 6.39%

 

The remuneration payable to Managing Director Senior Management personnel including KMP’s are structured as fixed and variable components. The fixed remuneration comprises salaries perquisites and retirement benefits and the variable component comprises annual performance bonus which is linked to the achievement of the parameters by the Company fixed at the beginning of the year.
(vi). Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company Total Remuneration to Key Managerial Personnel
(KMP) for the year ended March 31 2016 - Rs.86.90
Lakhs
Income from operations Rs.5145.45 Lakhs
Total Remuneration of KMP as % to Revenue - 1.69%
Profit before Tax (PBT) Rs.237.07 Lakhs
Total Remuneration of KMP as % to PBT - 36.66%
(vii). Variations in the market capitalization of the Company Price Earnings Ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the Company as at the close of the current financial year and previous financial year The market capitalisation as on March 31 2016 was Rs.24.74 crores (Rs.18.97 crores as on March 31 2015). Variation by 30.41%.
Price Earnings ratio of the Company was 15.84 as at March 31 2016 and was 9.90 as at March 31 2015. Variation by 5.34.
The Company had come out with initial public offer (IPO) in the year 1996 at a price of Rs.10.00 per share of Rs.10.00 each. The closing price of the equity shares of the Company at BSE on March 31 2016 was Rs.67.80 and has grown approximately 7 times since the initial public offer IPO.
(viii). Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justi cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration The average percentage increase in the salaries of employees other than the managerial personnel in the last financial year was 5.50% while the increase in remuneration of managerial personnel was 0.24%. The salary increases during this year reflects the Company’s reward philosophy as well as the results of the benchmarking exercise.

 

(ix). Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company
Key Managerial Personnel Remarks
Remuneration of Managing
Director as a % of PBT for FY 2016 36.66%
Remuneration of Chief
Financial Officer as a % of PBT for FY 2016 Nil salary hence not applicable
Remuneration of Company Secretary as a % of PBT for the FY 2016 Yet to be appointed hence not applicable

(x). The key parameters for any variable Variable component is a critical element oftotal component of remuneration availed by remuneration package of all employees anddelivers the Directors value for employees who deliver tangible results for the businessagainst agreed targets. The annual bonus is directly linked to the individual performancerating and performance of the Company.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not applicable
(xii). Af rmation that the remuneration is as per the remuneration policy of the Company Affirmed

Declaration of Compliance with the Code of Conduct

I hereby confirm that:

The Company has obtained from all the members of the Board and Senior ManagementPersonnel affirmation(s) that they have complied with the Code of Conduct for BoardMembers and Senior Management Personnel in respect of the financial year ended March 312016.

Vijay Majrekar
Place of Signature : Mumbai Maharashtra Managing Director
May 14 2016 DIN : 00804808

COMPLIANCE CERTIFICATE

[As per Regulation 17(8) of SEBI (LODR) Regulation 2015]

To

The Board of Directors

CENTENIAL SURGICAL SUTURE LTD.

Registered Office: F-29 MIDC Murbad Thane 421401. MAHARASHTRA.

We Vijay Majrekar (DIN : 00804808) - Chief Executive Officer & Managing Directorand Anuradha Kashikar (DIN : 00804831) - Chief Financial Officer & Executive Directorof the Company hereby certify that in respect of the financial year ended on March 312016 : A). We have reviewed Financial Statements and the Cash Flow Statement for the yearMarch 31 2016 and that to the best of our knowledge and belief:

1). These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

2). These statements together present a true and fair view of the listed entity’saffairs and are in compliance with existing accounting standards applicable laws andregulations.

B). There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of theCompany’s code of conduct.

C). We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reporting and we have disclosed to theauditors and the audit committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

D). We have indicated to the Auditors and the Audit Committee.

1). significant changes in internal control over financial reporting during the year;

2). significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

3). Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompany’s internal control system over financial reporting.

Sd/- Sd/-
Place of Signature : Mumbai Maharashtra Vijay Majrekar Anuradha Kashikar
Date : May 14 2016 Chief Executive Officer Chief Financial Officer
Registered Office :
F-29 MIDC Murbad Thane 421401. Maharashtra.
Tel: (2524) 222905 / Fax : (2524) 222872
CIN: L99999MH1995PLC089759
Email : admin@centenialindia.com / Website : www.centenialindia.com