Centron Industrial Alliance Ltd.
|BSE: 509499||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE450L01024|
|BSE LIVE 15:15 | 27 Aug||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Centron Industrial Alliance Ltd. (CENTRONINDL) - Director Report
Company director report
CENTRON INDUSTRIAL ALLIANCE LIMITED Mumbai
Your Board of Directors has immense pleasure in presenting the 63rd Annual Report ofyour Company along with the Audited Financial Statements for the Financial Year ended on31st March 2015. Further in compliance with the Companies Act 2013 the Company has maderequisite disclosures in this Board's Report with the objective of accountability andtransparency in its operations to make you aware about its performance and futureperspective of the Company.
1.1 FINANCIAL RESULTS (STANDALONE) AND STATE OF COMPANY'S AFFAIR AND CHANGE IN THENATURE OF BUSINESS:
The Board's Report is prepared based on the stand alone financial statements of thecompany for the year ended March 312015 is summarized below:
1.2 WORKING PERFORMANCE REVIEW:
Looking into the market scenario during the year under review the performance of yourCompany has been satisfactory. The gross Revenue from operations has decreased as comparedto the previous year. The profit after tax for the current year has increased ascomparison to the previous year.
Directors of the company are of the view that the performance of the company wouldfurther improve in the next financial year.
1.3 CHANGES IN NATURE OF BUSINESS
There is no change in the nature of business of the Company during the financial year2014-15.
1.4 SHARE CAPITAL:
The paid up equity capital as on March 312015 was Rs. 99600000. During the year underreview the Company has not issued shares to its shareholders. Further that none of thedirectors were holding convertible instruments as on date.
1.5 REVISION IN FINANCIAL STATEMENTS
In terms of section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of section 129 or section 134 of theact and that no revision has been made during any of the three preceding financial years.
No amount has been proposed by the Board to carry to any reserves.
To conserve the resources of the Company to ensure better long term results yourDirectors are of the opinion to plough back the entire profits and do not recommend anydividend for the year.
The Company has neither accepted nor invited any deposit from the public and hencedirectives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance ofdeposits by Companies) of the Companies Act 2013 and rules framed there under are notapplicable for the year.
5. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR UPTO THE DATE OFTHIS REPORT:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.
6. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES:
As per the Companies Act 2013 and as on date the company is neither having anySubsidiary Company u/s 2(87) nor any Associate Company u/s 2(6) and hence do not call forany disclosure under this head.
7. EXTRACT OF THE ANNUAL RETURN:
In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules 2014 the extract of the annual return in Form No.MGT-9 which is annexed as ANNEXURE I with this report and shall form part of the Board'sreport.
8. BOARD AND COMMITTEE MEETINGS:
During the years under review various meetings of the Board of Directors and Committeeswas held for various purposes which is in compliance with the Companies Act 2013 andListing Agreement entered into by the Company with Stock Exchange(s). Further the detailsof the various meetings of the Board and Committees are mentioned in the Report onCorporate Governance which is annexed as ANNEXURE II with this report and shall form partof the Board's report.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 the Directors based onrepresentation received from the operating management and after due enquiry confirm inrespect of the audited financial accounts for the year ended March 31st 2015:
a) That in preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;
b) That the Directors had in consultation with the Statutory Auditors selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company for the year ended March 31st 2015 and the profit and loss Account of theCompany for that period;
c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) That the Directors had prepared the annual accounts on a going concern basis;
e) That the directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively;and
f) That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.
10.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under report Mr. A.G. Joshi Director of the Company has resigned fromthe post of Director of the Company w.e.f. 30.05.2015. The Board thereby accepted hisresignation was accepted by the Board on their meeting held on 30.05.2015 and places onrecord its appreciation for the contribution made by Mr. A.G. Joshi during his tenure asDirector.
Dr. Ulhas Gaoli Director of the Company has resigned from the post of Director of theCompany w.e.f. 14.08.2014. The Board thereby accepted his resignation was accepted by theBoard on their meeting held on 14.08.2014 and places on record its appreciation for thecontribution made by Dr. Ulhas Gaoli during his tenure as Director.
Mr. Thakor Bhai Patel Independent Director of the Company has resigned as a Directoron August 14 2015 due to his pre-occupancies. The Board thereby accepted his resignationw.e.f. August 14 2015 and places on record its appreciation for the contribution made byMr. Thakor Bhai Patel during his tenure as Director.0 Mrs. Shobha Prakashchandra GargAdditional Women Director of the Company will hold office upto the forthcoming annualgeneral meeting and she is eligible for appointment by the members in the AGM .
Mr.Ravindra Hetawal Additional Independent director of the Company will hold officeupto the forthcoming annual general meeting and he is eligible for appointment by themembers in the AGM.
All the intimations pertaining to the appointments and resignations made during theyear has been given to Stock Exchange (s) where the shares of the Company are listed andalso the relevant records are duly updated with the Registrar of Companies whereverrequired.
10.2 DECLARATION OF DIRECTORS:
As per the declaration received in Form 'DIR-8' pursuant to section 164(2) of theCompanies Act 2013 and Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014 none of the Directors of the Company is disqualified from beingappointment as Directors.
11.1 APPOINTMENT/RE-APPOINTMENT OF INDEPENDENT DIRECTORS:
All the Independent Directors are well appointed in the Board of the Company incompliance with the Companies Act 2013 and Listing Agreement entered into by the Companywith Stock Exchange(s). Further that all independent directors shall hold office for aterm up to five consecutive years on the Board of a Company but shall be eligible forreappointment for next five years on passing of a special resolution by the Company anddisclosure of such appointment in the Board's report.
11.2 DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence under sub-section (6) of section149 of the Act and Clause 49 of the Listing Agreement entered into by the Company with theStock Exchanges.
11.3 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer Company Secretary and Various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director. And meeting maybe arranged for Independent Directors with aforesaid officials to better understand thebusiness and operation of the Company. As part of continuous updating and familiarizationwith the Company every Independent Director will be taken for visits to the factory ormanufacturing units and other branch of the company where officials of various departmentsapprise them of the operational and sustainability aspects of the plants to enable them tohave full understanding on the activities of the Company and initiatives taken on safetyquality etc. The Company may also circulate news and articles related to the industry fromtime to time and may provide specific regulatory updates. The details of suchfamiliarization programmes for Independent Directors are posted on the website of theCompany and can be accessed at http:// www.centroalliance.com/
11.4 SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As mandated by Clause VII of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was held.
11.5 EVALUATION BY INDEPENDENT DIRECTORS:
The Independent Directors in their meeting has reviewed the performance ofNon-Independent directors and Board as a whole including reviewing the performance of theChairperson of the company taken into account the views of Executive Directors andNon-Executive Directors. The said policy including above said criteria for the evaluationof the Board individual directors including independent directors and the committee ofthe board has been laid down under Nomination Remuneration and Evaluation Policy given inthe Report on Corporate Governance which is annexed as ANNEXURE II with this report andshall form part of the Board's report.
12. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE: TheBoard of Directors of your Company had presently re-constituted the Nomination andRemuneration Committee and Stakeholders Relationship Committee with the requisite terms ofreference as required under Section 178 of the Companies Act 2013 and other applicableprovisions thereof in place of existing Remuneration Committee and Shareholder GrievanceCommittee respectively. The constitutions of the said committees are as under:
Nomination And Remuneration Committee
*Resigned w.e.f30.05.2015 ** Resigned w.e.f 14.08.2015
Stakeholders Relationship Committee
*Resigned w.e.f 14.08.2015 **Resigned w.e.f30.05.2015
13. DISCLOSURE IN TERMS OF NOMINATION AND REMUNERATION POLICY:
The Board of Directors of your Company had presently re-constituted the Nomination andRemuneration Committee with the requisite terms of reference as required under section 178of the Companies Act 2013 and other applicable provisions thereof in place of existingRemuneration Committee. The said Committee framed adopted and recommended the"Nomination Remuneration & Evaluation Policy" and the said policy has beenapproved by the Board. The Details of the Nomination and Remuneration Committee and thesaid Policy given in the Report on Corporate Governance which is annexed as ANNEXURE IIwith this report and shall form part of the Board's report.
(I) Statutory Auditors:
M/s S. Jain Bohra & Company Chartered Accountants and Statutory Auditor of theCompany has resigned w.e.f. 14.08.2015. and accordingly as per the recommendation of AuditCommittee and Nomination& Remuneration Committee your Board of Directors had appointedM/s S.N. Kabra & Company Chartered Accountants and auditors of the Companyw.e.f.14.08.2015 to conduct audit of the Company for a term of 5(Five) years.. Further toinform that the auditors have also confirmed that they hold a valid certificate issued byPeer Review Board of the Institute of Chartered Accountants of India. Proposal for theirappointment have been included in the Notice of Annual General Meeting for your approval.
(ii) Cost Auditors:
The Central Government has not directed an audit of cost accounts maintained by theCompany in respect of trading business.
(iii) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Deepak Patil & Company a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company.
14.2 AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark further in Form No. MR-3 Secretarial Audit Report is annexed as ANNEXURE V withthis report and shall form part of the Board's report.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not provided any loan to entity covered under section 186 of theCompanies Act 2013.
The details of the investments made by company are given in the note 8 notes Insertnote numberto the financial statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no related party transactions during the year under review.
The company has adopted a Policy on Related Party Transaction which is available on thewebsite of the Company i.e. http:// www.centroalliance.com/
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO:
Since the Company has not carried out any activities within the purview of Section134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 theinformation may be treated as NIL.
18. BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a business risk management committeeconsisting of three (3) directors under the chairmanship of Independent Director. Thedetails of the committee and Risk Management Policy are set out in the Report on CorporateGovernance which is annexed as ANNEXURE II with this report and shall form part of theBoard's report.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 is not applicable this year as the profit of thefinancial year 2014-15 does'nt crossed the threshold limit as prescribed under sub-section(1) of the said section.
20. FORMAL ANNUAL EVALUATION:
Pursuant to section 134 (3) (p) of Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2014 and clause 49 (iv) (b) of listing agreement the Board has Carriedout an evaluation of its own performance the directors individually as well as theevaluation of its Committees as per the criteria laid down in the Nomination Remunerationand Evaluation policy. The said policy including above said criteria for the evaluation ofthe Board individual directors including independent directors and the committee of theboard has been laid down in the Corporate Governance Report which form part of thisreport.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year no significant and material orders has been passed by the Regulators orCourts.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition.
Moreover the audit committee of the Company regularly reviews the audit plansadequacy of internal control as well as compliance of accounting standards.
Also the CEO/ CFO wherever they are appointed has the responsibility for establishingand maintaining internal controls for financial reporting and that they also have theoverall responsibility to evaluate the effectiveness of internal control systems of thecompany pertaining to financial reporting and they have to disclose to the auditors andthe Audit Committee deficiencies in the design or operation of such internal controls ifany of which they are aware and the steps they have taken or propose to take to rectifythe deficiencies.
23. AUDIT COMMITTEE:
The Audit Committee comprises of three (3) directors.
*Resigned w.e.f 30.05.2015 ** Resigned w.e.f. 14.08.2015
The Board has considered all recommendations of the Audit Committee as and whenprovided during the year under review and hence do not call for any disclosure underSection 177(8) of the Companies Act 2013.
24. DISCLOSURE IN TERMS OF VIGIL MECHANISM:
The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing.
The Board of Directors of your Company has adopted the Vigil Mechanism and WhistleBlower Policy in compliance of Companies Act 2013. Details of the Policy is given in theReport on Corporate Governance which is annexed as ANNEXURE II with this report and shallform part of the Board's report and the said policy has already been uploaded on thewebsite of the company i.e. http:// www.centroalliance.com/.
25. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING AND SUBSIDIARY:
During the year under review neither the Managing Director nor Whole-time Director isin receipt of commission from the company and also has not received any remuneration orcommission from any holding or subsidiary company of company u/s 197(14).
26. MANAGERIAL REMUNERATION:
Disclosures Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
1. The ratio of remuneration of each director to the median remuneration of theemployees of the company for the financial year;
During the year under review the Company has provided remuneration only to Shri AnoopGarg Managing Director of the company i.e. Rs. 600000/-. The company has only 13(Thirteen) employees during the year including Ms. Megha Jain Company Secretary and Mr.Dinesh Mundhra Chief Executive Officer of the company and the total remuneration providedto them was Rs. 3261000/-. On the basis of remuneration provided to the director andemployee the ratio of their remuneration comes as 1:5.
2. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
The company has not paid any kind of remuneration to any of its director or KMP's otherthen mentioned above
3. The percentage increase in the median remuneration of employees in the financialyear;
Kindly refer the point no. 2.II and III above.
4. The number of permanent employees on the rolls of company;
. The company had only 2(Two) employees as on 31 .03.2014 and 31.03.2015.No change inemployees during the year.
5. The explanation on the relationship between average increase in remuneration andcompany performance;
6. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year
7. Average Percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof;
No change in the remuneration of directors and employees during the year under review.
Further there are no exceptional circumstances for increase in the managerialremuneration.
8. During the year under review no variable component of remuneration availed byDirectors of the Company;
9. During the under review none of the employees has received remuneration in excess ofthe highest paid director during the year; and
10. It is hereby affirmed that the remuneration paid by the Company to its DirectorsKMP's and Employees during the year under review is as per the Nomination Remuneration& Evaluation Policy of the company.
27. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.
28. DETAILS OF SWEAT EQUITY SHARES:
The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.
29. DETAILS OF EMPLOYEES STOCK OPTION SCHEME:
The company has not granted stock options and accordingly the provisions of Section62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014of the Companies Act 2013 and rules framed there under are not applicable for the year.
30. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED:
The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.
During the year under review none of the employee has received remuneration of Rs.5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which in the aggregate is inexcess of that drawn by the managing director or whole-time director or manager and holdsby himself or along with his spouse and dependent children not less than two percent ofthe equity shares of the company pursuant to Section 197 (12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence do not call for any further details referred to in Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
32. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Report on Corporate Governance and Management Discussion and Analysis Report in termsof Clause 49 of the Listing Agreement are annexed as ANNEXURE II and ANNEXURE IIIrespectively with this report and shall form part of the Board's report.
A certificate from the Auditors confirming compliance with the conditions of CorporateGovernance is also annexed as ANNEXURE IV
33. PAYMENT OF LISTING FEES:
Annual listing fee for the year 2015-16 will be paid by the Company to BSE.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013: The Board of Directors of the Company hasapproved and adopted the "Policy on Prevention of Sexual Harassment atWorkplace" to provide equal employment opportunity and is committed to provide a workenvironment that ensures every woman employee is treated with dignity and respect andafforded equitable treatment. The Company has formed an Internal Complaints Committeewhere employees can register their complaints against sexual harassment. This is supportedby the Sexual Harassment Policy which ensures a free and fair enquiry process with cleartimelines. Present composition of the committee is as follows:
35. PAYMENT OF DEPOSITORY FEES:
Annual Custody/Issuer fee for the year 2015-16 will be paid by the Company to NSDL andCDSL on receipt of the invoices.
36. DEMAT STATUS:
The company's shares are presently held in both electronic and physical modes.
37. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company neither has any Subsidiary Company nor any Associate company nor any JointVenture as on date of this report. Further to inform that Neither any of such companiesbecame nor ceased to be as such during the year under review.
38. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND(IEPF):
As per the provisions of section 125 of the Companies Act 2013 and as per rule 3 ofthe Investor Education and Protection Fund (awareness and protection of investors) Rules2001 No amount is pending to be transferred to IEPF .
39. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OFCONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015
Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company.
The Board has also formulated and adopted "Code of Conduct for Prohibition ofInsider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 ofthe said Regulations.
Your Directors wish to place on record their appreciation for and gratitude to theKotak Mahindra Bank Ltd. And Axis Bank Ltd. for their valuable support and co-operation.
Your directors also wish to place on record their appreciation of the wholehearted andcontinued support extended by the shareholders investors employees and workers of thecompany which had always been a source of strength for the Company.
For and on behalf of the Board of Directors
(Anand Pratap Singh) Director
Dated : 14th August 2015