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Centrum Capital Ltd.

BSE: 501150 Sector: Financials
NSE: N.A. ISIN Code: INE660C01027
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VOLUME 2275058
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P/E 58.39
Mkt Cap.(Rs cr) 2,186
Buy Price 52.60
Buy Qty 5566.00
Sell Price 0.00
Sell Qty 0.00
OPEN 52.75
CLOSE 52.15
VOLUME 2275058
52-Week high 54.70
52-Week low 20.10
P/E 58.39
Mkt Cap.(Rs cr) 2,186
Buy Price 52.60
Buy Qty 5566.00
Sell Price 0.00
Sell Qty 0.00

Centrum Capital Ltd. (CENTRUMCAPITAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 38th Annual Report and Audited Accountsof your Company for the financial year ended 31st March 2016

Financial Highlights

The summarized performance of the Company for the financial year 2015-16 and 2014-15 isgiven below;

Particulars

Centrum Capital Limited (Standalone)

Centrum Capital Limited (Consolidated)

2015-16 2014-15 2015-16 2014-15
Net revenue from operations 4519.85 6607.46 399472.54 446825.98
Add: Other income 592.86 780.70 1184.42 1673.37
Total Income 5112.71 7388.16 400656.96 448499.35
Total expenditure before finance cost depreciation & Exceptional items and taxes 2897.95 3415.14 393138.45 436786.22
Profit before finance cost depreciation exceptional items and taxes 2214.76 3973.02 7518.51 11713.13
Less: Finance costs 1784.35 2253.57 2791.25 3319.13
Profit before depreciation exceptional items and taxes 430.41 1719.45 4727.26 8394.00
Less: Depreciation 246.70 353.23 459.19 658.84
Profit before exceptional items and taxes 183.71 1366.22 4268.07 7735.16
Add/(Less): Exceptional items 665.93 - 665.93 -
Profit before taxes 849.64 1366.22 4934.00 7735.16
Less: Provision for current taxation 292.00 575.00 2133.20 2619.97
Add : Provision for MAT credit - - 224.49 -
Add: Provision for deferred taxation 52.78 159.61 97.89 186.13
Profit/ (Loss) after taxes available for appropriation. 610.43 950.83 3123.18 5301.32
Less : Proposed Dividend - - - -
Less : Provision of Dividend Tax - - - -
Add: Profit on disposal of investment in subsidiary - - - -
Less: Minority Interest - - 507.26 739.95
Balance to be carried forward 610.43 950.83 2615.92 4561.37

Financial year 2015-16 was of nine months from 1st July 2015 to 31st March 2016 andtherefore the figures are not comparable.

Financial Performance and State of Company Affairs

Information on the operational and financial performance of the Company is given in theManagement Discussion and Analysis Report which is annexed to the Report and is inaccordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations").

Changes in Share Capital

During the period under review the authorized share capital of the Company wasincreased from Rs420000000 divided into 420000000 equity shares of Rs 1/-each to Rs 750000000/- divided into 750000000 equity shares of Rs 1/- each bycreating 330000000 equity shares of Rs 1/- each.

Debentures:

During the period under review your Company has redeemed 4797 Non-convertibledebentures of Rs 100000/- (Rupees One Lakh) amounting to Rs 479700000 (RupeesForty Seven Crore Ninety Seven Lakhs Only) which were issued through private placement.

Further during the period under review the Company has raised Rs 499800000/-(Rupees Forty Nine Crore Ninety Eight Lakhs Only) by way of issue of unlisted unratedredeemable debentures each exchangeable with equity shares of CentrumDirect Limitedpursuant to the call option not convertible into securities of the Company having a facevalue of Rs 100000 (Rupees One Lakh) each for cash at par on a preferential basis.

Transfer to Reserves

No transfers were made to the reserves in the current financial year.

Dividend

With a view to conserve the resources your Directors do not recommend any dividend forthe financial year 2015-16.

Material Changes and Commitments

There are no material changes and or commitments affecting the financial position ofthe Company between the end of the financial year i.e. 31st March 2016 and the date ofthe report.

Corporate Social Responsibility (CSR) Committee

In accordance with the provisions of Section 135 of the Companies Act 2013 (the"Act") the Board of Directors of the Company has constituted a Corporate SocialResponsibility Committee (CSR Committee). As on 31st March 2016 the composition of theCSR Committee was as follows:

Sr. No. Name Category Designation in Committee
1 Mr. Chandir Gidwani Non-Executive Director Chairman
2 Mr. Rajesh Nanavaty Independent Director Member
3 Mr. Subhash Kutte Independent Director Member

Company has devised a CSR Policy which is available on the website of the Companywww.centrum.co.in.

The Company was required to make expenditure of Rs 13 93285/- during the FY2015-16 towards CSR activities. The said expenditure was not made in the FY 2015-16 as theCompany is in the process of forming a Trust in the name of "Centrum Foundation"and the amount shall be spent through this foundation. Accordingly disclosure asprescribed under Annexure to CSR Rules 2014 is not applicable for the period underreview.

Corporate Governance

At Centrum we ensure that we evolve and follow the corporate governance guidelines andbest practices sincerely to not just boost long-term shareholder value but also torespect minority interest. We consider it our inherent responsibility to disclose timelyand accurate information regarding financials and performance as well as leadership andgovernance of the Company.

Listing Fees

At present the Company’s Equity shares are listed on BSE Limited and the Companyhas paid listing fees upto the financial year 2016-17.

Number of meetings of the Board and its Committees

During the year ended 31st March 2016 the Board met four times. The details of theBoard meetings / committee meetings and the attendance of the Directors at the saidmeetings are provided in the Corporate Governance Report which forms a part of this AnnualReport.

Selection of New Directors and Board Membership Criteria.

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristic skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with a diverse background andexperience in business. Characteristic expected of all Directors include independenceintegrity high personal and professional ethics sound business judgment ability toparticipate constructively in deliberation and willingness to exercise authority in acollective manner. The Policy regarding the same is provided in Annexure A to thisreport.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for the Directors KMPand other employees pursuant to the provisions of the Act and the Listing Regulationswhich is set out in Annexure B which forms part of the Board’s Report.

Familiarisation Programme for Independent Directors

In terms of Listing Regulations the Company is required to familiarize its IndependentDirectors with their roles rights and responsibilities in the Company etc. throughinteractions and various programmes.

The Independent Directors are also required to undertake appropriate induction andregularly update and refresh their skills knowledge and familiarity with the Company interms of Schedule IV of the Companies Act 2013.

The Policy on the Company’s Familiarisation Programme for IDs is available atwww.centrum.co.in

Board evaluation

The Board of Directors has carried out an annual evaluation of its own performanceperformance of Board committees and individual Directors pursuant to the provisions of theAct. The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees shall be evaluated by the Board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

In a separate meeting of Independent Directors evaluation of the performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was done after taking into account views of Executive Directors and Non-ExecutiveDirectors.

Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 andListing Regulations.

Independent Directors’ meeting

A meeting of Independent Directors was held on 31st March 2016 as per Schedule IV ofthe Companies Act 2013

Directors and Key Managerial Personnel

Induction

On recommendation of the Nomination and Remuneration Committee the Board of Directorsof the Company appointed Mr. Subhash Kutte & Mr. Sanjiv Bhasin as Additional Directorsw.e.f 6th July 2015. Mr. Sanjiv Bhasin was also appointed as Managing Director & CEOof the Company from the same date. Mr. Vivek Vig and Mr. K.R Kamath were appointed asAdditional Directors with effect from 14th November 2015. Mr. Jaspal Singh Bindra wasappointed as an Additional Director in the capacity of Executive Chairman with effect from21st April 2016.

There were no instances of reappointment of Independent Directors during the periodunder review.

Resignation

Mr. P R Kalyanaraman resigned as Managing Director with effect from 6th July 2015. Mr.Sanjiv Bhasin resigned as the Managing Director & CEO of Centrum Capital Limited witheffect from 31st October 2015.

Mr. Subimal Bhattacharjee an Independent Director resigned with effect from 14thNovember 2015.

Key Managerial Personnel

Mr. Shailendra Apte was appointed as the Chief Financial Officer (CFO) with effect from1st August 2015.

Mr. Alpesh Shah is the Company Secretary of the Company.

Directors’ Responsibility Statement

Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory secretarial auditors and externalagencies the reviews performed by

Management and the relevant Board Committees the Board with the concurrence of theAudit Committee is of the opinion that the Company’s internal financial controls areadequate and effective.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:

i. that in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;

ii. that we had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period

. iii that proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis;

v. that internal financial controls have been laid down and the same are adequate andare operating effectively; and vi. that proper systems to ensure compliance with theprovisions of all applicable laws have been laid down and that such systems were adequateand operating effectively.

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the Management’s financial reporting process to ensure accurate andtimely disclosures with the highest levels of transparency integrity and quality offinancial reporting. The Committee met 3 (three) times during the period under review thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. As on 31st March 2016 the composition of the Audit Committee was asfollows:

Sr. No. Name Category Designation in Committee
1 Mr. Rajesh Nanavaty Independent Director Chairman
2 Mr. Subhash Kutte Independent Director Member
3 Mr. Rishad Byramjee Non-Executive Director Member

The recommendation of Audit Committee given from time to time were considered andaccepted by the Board.

Related Party Transactions

All related party transactions that were entered during the financial year under reviewwere on an arm’s length basis and were in the ordinary course of business. There wereno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

Accordingly particulars of contracts or arrangements with related party referred to insection 188(1) along with the justification for entering into such contract or arrangementin form AOC-2 does not form part of the report.

Disclosure of Internal Financial Controls

The internal financial controls with reference to financial statements as designed andimplemented by the Company are adequate. During the financial year under review nomaterial or serious observations have been received from the Internal Auditors & IFCAuditors of the Company for inefficiency or inadequacy of such controls.

Risk Management Policy.

The Company has a Risk Management Policy and

Guidelines in place which identify all material risks faced by the Company.

With ups and downs volatility and fluctuations in the financial business in which theCompany operates Company is exposed to various risks and uncertainties in the normalcourse of business. Since such variations can cause deviations in the results fromoperations and affect the financials of the company the focus on risk managementcontinues to be high.

Centrum’s risk management strategy has product neutrality speed of tradeexecution reliability of access and delivery of service at its core. Multiple productsand diverse revenue streams enable the Company to ensure continued offering of customizedsolutions to suit clients’ needs at all times.

Energy Conservation Measures Technology Absorption and R & D E_orts and ForeignExchange Earnings and Outgo

In view of the nature of activities which are being carried out by the Company thedisclosure concerning energy conservation measures technology absorption and R & Defforts are not applicable to the Company.

The details of foreign exchange earnings and outgo during the period under review areprovided at Item No. 33 (Notes forming part of financial statements) of the AuditedAccounts. The members are requested to refer to the said Note for details in this regard.

Subsidiaries Joint Ventures and Associates

Company has Fourteen (14) Subsidiaries (including step down Subsidiaries) three (3)Joint Ventures and two (2) Associate Companies as on 31st March 2016. During the periodunder review the Board of Directors (the Board) reviewed the affairs of materialsubsidiaries. Company has in accordance with section 129(3) of the Companies Act 2013prepared consolidated financial statements of the Company and all its subsidiaries whichforms a part of this Annual Report. Further the Report on the performance and financialposition of each of the subsidiary associate and joint venture and salient features ofthe financial statements in the prescribed form AOC-1 is annexed to this report (AnnexureC)

Club 7 Holidays Limited ceased to be a subsidiary company (step-down) w.e.f 31stAugust 2015. Acorn Fund Consultants Private Limited became Joint Venture Company from asubsidiary Company of Centrum Wealth Management Limited w.e.f. 9th December 2015.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and the audited financial statements of each of the subsidiary will be availableon Company’s website www.centrum.co.in. These documents will also be available forinspection during business hours at the registered office and corporate office of theCompany.

Auditors and Auditors Report

i. Statutory Auditors

The members of the Company at the 36th Annual General Meeting of the Company held on31st December 2014 had reappointed M/s. Haribhakti & Co. LLP Chartered Accountantsas a Statutory Auditors till the conclusion of the 41st Annual General Meeting ofthe Company to be held in the year 2019 subject to ratification of their appointment atevery Annual General Meeting.

A resolution for the ratification of the appointment of M/s. Haribhakti & Co. LLPChartered Accountants as Statutory Auditors is being proposed for the approval of themembers at the forthcoming Annual General Meeting.

With Regards the Emphasis of Matter in the Auditors’ Report we wish to submit asunder:

a) Based on the financial estimates and business rationale provided by the managementfor its exposure in Centrum Infrastructure Advisory Limited (CIAL) Centrum DefenceSystems Limited (CDSL) and Centrum Capital Holdings LLC (CCH LLC) confirming fairvaluation higher than the cost of Investments of Rs 5.00 Lacs in CIAL Rs 5.00 Lacs inCDSL and Rs 194.28 Lacs in CCH LLC the management believes that no impairment provision isrequired in respect of said Investments along with loans advanced amounting to Rs 67.14Lacs to CIAL Rs 89.13 Lacs to CDSL and Rs 65.27 Lacs to CCH LLC..

b) Based on recent developments as informed by the debtor & the status of ongoinglawsuit the above amount in view of management is fully recoverable & accordingly thesame need not be subject to provisioning.

ii. Secretarial Audit:

The Board had appointed Mr. Umesh P. Maskeri Company Secretary in Practice asSecretarial Auditor to conduct secretarial audit for the financial year ended 31st March2016. The report of the Secretarial Auditor is provided as Annexure D to thisreport. In connection with the auditor’s observation in the Report it is clarifiedas under:

1. The Company was required to make CSR expenditure amounting to Rs 1393285/- duringthe FY 2015-16 towards CSR activities. The said expenditure was not made in the FY 2015-16and shall be made in FY 2016-17.

2. The Board is considering appointing new directors to meet the criteria ofcomposition of the Board as specified in Regulation 17 of the Listing Regulations andclause 49 (IIB) of the erstwhile Listing Agreement. Management is facing challenges tofind a director with relevant experience commensurate with the business and size of theCompany.

Vigil Mechanism/ Whistle Blower Policy

TheCompanyhasaWhistleBlowerPolicy/VigilMechanism for employees to report genuineconcerns/grievances if any. The Policy is uploaded on the Company’s websitewww.centrum.co.in. The Policy provides for adequate safeguards against the victimisationof the employees who use the vigil mechanism. The vigil mechanism is overseen by the AuditCommittee.

Particulars of Employees and Remuneration

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theemployees of the Company is enclosed herewith as Annexure E.

Extract of annual return

As provided under Section 92(3) of the Act the extract of annual return in Form MGT-9is given as Annexure F.

Particulars of Loans Guarantees and Investments

The Company has disclosed full particulars of loans given investments made orguarantees given or securities provided in the notes forming a part of the financialstatements provided in this Annual Report.

Details Related to Employee Stock Purchase Scheme (ESPS)

The Company has not allotted any shares pursuant to Company’s ESPS Scheme 2008and hence no disclosure in terms of SEBI (Share Based Employee benefits) Regulations2014 is required.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction pertaining to these items during the periodunder review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of theCompany under any scheme.

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

There were no instance of non-exercising of voting rights in respect of sharespurchased directly by the employees under a scheme pursuant to section 67(3) of the Actread with Rule 16(4) of Companies (Share Capital and Debenture) Rules 2014 and hence noinformation has been furnished.

Your Directors further state that during the period under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Human Resource and Employee Relationship.

There is an ongoing emphasis on building a progressive Human Resources culture withinthe organization. Structured initiatives that foster motivation team work andresult-orientation continue to be addressed.

Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in demat suspense account or unclaimed suspenseaccount.

Weblink:

All the Policies including the following policies formed by the Company as per theCompanies Act 2013 and Listing Regulations are uploaded on the Company’s website andare available at http://www.centrum.co.in/investor-relation/#1465210010845-d7050339-33a6.

• Nomination and Remuneration Policy

• Remuneration criteria for Non-Executive Directors

• Related Party Transaction Policy

• Familiarisation Programme for Independent Directors

• Policy on determining Material Subsidiaries

Cautionary Statement

Statements in the Directors’ Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include global and domestic demand and supplyconditions changes in government regulations tax laws economic developments within thecountry and such other factors that may affect the markets/industry in which the companyoperates.

Acknowledgement:

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the period under review.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the period under review. Your Directors look forward tothe continued support of all stakeholders in the future.

For and on behalf of the Board of Directors
Jaspal Singh Bindra Chandir Gidwani
Executive Chairman Non-Executive Director
DIN: 07496596 DIN : 00011916
Place: Mumbai
Date: 30th May 2016

BOARD DIVERSITY POLICY

PURPOSE

The need for diversity in the Board has come into focus post the changes in theprovisions of the Companies Act 2013 ("Act") and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under Listing Agreement.

The Nomination and Remuneration Committee ( NRC) has framed this Policy to set out theapproach to diversity on the Board of the Company ("Policy").

SCOPE

This Policy is applicable to the Board of the Company.

POLICY STATEMENT

The Company recognizes the importance of diversity in its success. Considering thediverse business verticals of the Company it is essential that the Company has as diversea Board as possible.

A diverse Board will bring in different set of expertise and perspectives. Thecombination of Board having different skill set industry experience varied cultural andgeographical background and gender diversity will bring a variety of experience andviewpoints which will add to the strength of the Company.

While all appointments to the Board are made on merit the diversity of Board inaggregate will be of immense strength to the Board in guiding the Company successfullythrough various geographies.

The Committee reviews and recommends appointments of new Directors to the Board. Inreviewing and determining the Board composition the Committee will consider the meritskill experience gender and other diversity of the Board.

REVIEW OF THE POLICY

This Policy will be reviewed and reassessed by the Committee as and when required andappropriate recommendations shall be made to the Board to update this Policy based onchanges that may be brought about due to any regulatory amendments or otherwise.

APPLICABILITY TO SUBSIDIARIES

This Policy may be adopted by the Company’s subsidiaries subject to suitablemodifications and approval of the Board of Directors of the respective subsidiarycompanies.

COMPLIANCE RESPONSIBILITY

Compliance of this Policy shall be the responsibility of the Chief Financial Officer ofthe Company who shall have the power to ask for any information or clarifications from themanagement in this regard.

SCHEDULE B-CRITERIA TO DETERMINE INDEPENDENCE

1. PURPOSE

The purpose of this Policy is to define guidelines that will be used by the Nominationand Remuneration Committee/ Board to assess the independence of Directors of the Company.

2. INDEPENDENCE GUIDELINES

A Director is considered independent if the Board makes an afirmative determinationafter a review of all relevant information. The Board has established the categoricalstandards set forth below to assist it in making such determinations.

a) He is not a promoter nor related to the promoters or directors in the Company or itsholding subsidiary or associate company or persons occupying the management positions atthe Board level or at one level below the Board of the Company.

b) Neither him nor his relative – has or had any pecuniary relationship ortransaction with the company or its holding or its subsidiary or its associate companiesduring the current FY or two preceding FYs except to the extent of profit relatedcommission and fees for participation in the board meeting (For relatives- pecuniaryrelationship or transactions of 2 percent or more of its gross turnover or total income ofRs 50 lakhs whichever is lower)

c) had held the position of key management personnel or was or has been employee of theCompany its holding subsidiary or associate company in any of the preceding threefinancial years;.

was an employee or proprietor or a partner in any of the following: (i) a firm ofauditors or company secretaries in practice or cost auditors or the internal audit firm ofthe Company or its holding subsidiary or associate company; or (ii) any legal orconsulting firm that has or had any transaction with the Company or its holdingsubsidiary or associate company amounting to 10 percent or more of the gross turnover ofsuch firm during the three immediately preceding financial years or during the currentfinancial year

d) is holding 2 percent or more of the total voting power of the Company;

e) He was not a:

a material supplier service provider or. customer or a lessor or lessee of theCompany which may affect my independence;

a Chief Executive or a director of any non-profit organisation that receives 25% ormore of its receipts from the Company any of its promoters directors or itsholding subsidiary or associate company or such organisation 2% or more of the totalvoting power of the Company;

Annexure B

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Board of Directors of Centrum Capital Limited ("the Company") constitutedthe "Nomination and Remuneration Committee" at the Meeting held on August 282014 with immediate effect consisting of three (3) Non-Executive Directors of which notless than one half shall be Independent Directors.

1. OBJECTIVE & APPLICABILITY

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement. The Key Objectives of the Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

1.2. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

1.3. To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management.

1.4. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany’s operations.

1.5. To retain motivate and promote talent and to ensure long term sustainabilityof talented managerial persons and create competitive advantage.

1.6. To devise a policy on Board diversity

1.7. To develop a succession plan for the Board and to regularly review the plan;

1.8 Applicability:

a) Directors (Executive and Non-Executive)

b) Key Managerial Personnel

c) Senior Management Personnel

2. DEFINITIONS

2.1. Act means the Companies Act 2013 and Rules framed thereunder as amended fromtime to time.

2.2. Board means Board of Directors of the Company.

2.3. Directors mean Directors of the Company.

2.4. Key Managerial Personnel means

2.4.1. Chief Executive Officer or the Managing Director or the Manager;

2.4.2. Whole-time director;

2.4.3. Chief Financial Officer;

2.4.4. Company Secretary; and

2.4.5. such other officer as may be prescribed.

2.5. Senior Management means Senior Management means one level below the ExecutiveDirectors on the Board.

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee

The Committee shall:

3.1.1. Formulate the criteria for determining qualifications positive attributesand independence of a director.

3.1.2. Identify persons who are qualified to become Director and persons who may beappointed in Key

Managerial and Senior Management positions in accordance with the criteria laid down inthis policy.

3.1.3. Recommend to the Board appointment including the terms and removal ofDirector KMP and Senior Management Personnel.

3.2. Policy for appointment and removal of Director KMP and Senior Management

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level with the objective of having a Board with diverse backgrounds andexperience in business education and public service and recommend to the Board his / herappointment.Characteristics expected of all Directors include independence high personaland professional ethics sound business judgment ability to participate constructively indeliberations and willingness to exercise authority in a collective manner.

b) A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position. In evaluating the suitability of individual Boardmembers the Committee considers many factors including general understanding ofmarketing finance operations management public policy legal governance and otherdisciplines. The Board evaluates each individual in the context of the Board as a wholewith the objective of having a group that can best perpetuate the success of theCompany’s business and represent stakeholders’ interests through the exercise ofsound judgment using its diversity of experience.

c) The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

In determining whether to recommend a Director for re-election the Committee alsoconsiders the Director’s past attendance at meetings participation in meetings andcontributions to the activities of the Board.

3.2.2. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding three/Five years at a time. Noreappointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on October1 2014 or such other date as may be determined by the Committee as per regulatoryrequirement; he/ she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3.2.3. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (Yearly).

3.2.4. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

3.2.5. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

3.3. Policy relating to the Remuneration for the KMP and Senior Management Personnel

3.3.1. General:

a) The remuneration / compensation / commission etc. to the Whole-time DirectorKMP and Senior Management Personnel will be determined by the Committee and recommended tothe Board for approval. The remuneration/compensation/commission etc.shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

b) The remuneration and commission to be paid to the Whole-time Director shall bein accordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Act.

c) Increment to the existing remuneration/compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director and Managing Director.

d) Where any insurance is taken by the Company on behalf of its Whole-timeDirector Chief Executive Officer Chief Financial Officer the Company Secretary and anyother employees for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

3.3.2. Remuneration to KMP and Senior Management Personnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites includingemployer’s contribution to P.F pension scheme medical expenses club fees etc.shall be decided and approved by the Board/the Person authorized by the Board on therecommendation of the Committee and approved by the shareholders and Central Governmentwherever required.

b) Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.

3.3.3. Remuneration to Non- Executive / Independent Director:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

Overall remuneration should be reflective of the size of the Company complexity of thesector/industry/ company’s operations and the company’s capacity to pay theremuneration.

Independent Directors ("ID") and Non-Independent Non- Executive Directors("NED") may be paid sitting fees (for attending the meetings of the Board and ofcommittees of which they may be members) and commission within regulatory limits. Quantumof sitting fees may be subject to review on a periodic basis as required.

Within the parameters prescribed by law the payment of sitting fees and commissionwill be recommended by the Nomination & Remuneration Committee and approved by theBoard.

Overall remuneration (sitting fees and commission) should be reasonable and sufficientto attract retain and motivate Directors aligned to the requirements of the Company(taking into consideration the challenges faced by the Company and its future growthimperatives). Provided that the amount of such fees shall be subject to ceiling/limits asprovided under Companies Act 2013 and rules thereunder or any other enactment for thetime being in force.

Overall remuneration practices should be consistent with recognised best practices.

Following are the criteria for making payments to Non – Executive Directors:

1. Number of the Board/ Committee meetings attended

2. Contribution during the Meeting

3. Informal Interaction with the Management

4. Active Participation in strategic decision making

In addition to the sitting fees and commission the Company may pay to any Directorsuch fair and reasonable expenditure as may have been incurred by the Director whileperforming his/her role as a Director of the Company. This could include reasonableexpenditure incurred by the Director for attending Board/Board committee meetings generalmeetings court convened meetings meetings with shareholders/creditors/ management sitevisits Client Visit induction and training (organised by the Company for Directors) andin obtaining professional advice from independent advisors in the furtherance of his/herduties as a director.

4. CONSTITUTION OF COMMITTEE:

The Board of Directors of the Company (the Board) constituted the committee to be knownas the Nomination and Remuneration Committee (NRC) consisting of three or morenon-executive directors out of which not less than one-half are independent directors. TheChairman of the committee is an Independent Director. However the chairperson of thecompany (whether executive or non-executive) may be appointed as a member of the NRC butshall not chair such committee. The meetings of the Committee shall be held at suchregular intervals as may be required. The Company Secretary of the Company shall act asthe Secretary of the Committee.

5. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

5.1 Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

5.2 Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;

5.3 Identifying and recommending Directors who are to be put forward for retirementby rotation;

5.4 Determining the appropriate size diversity and composition of the Board;

5.5 Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

5.6 Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

5.6 Evaluating the performance of the Board members and Senior Management in thecontext of the Company’s performance from business and compliance perspective;

5.7 Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

5.8 Delegating any of its powers to one or more of its members or the Secretary ofthe Committee;

5.9 Recommend any necessary changes to the Board; and

5.10 Considering any other matters as may be requested by the Board.

6. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

6.1 to consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

6.2 to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

6.3 to delegate any of its powers to one or more of its members or the Secretary ofthe Committee.

6.4 to consider any other matters as may be requested by the Board.

6.5 Professional indemnity and liability insurance for Directors and seniormanagement.

7. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

8. APPLICABILITY TO SUBSIDIARIES

This policy may be adopted by the Company’s subsidiaries subject to suitablemodifications and approval of the Board of Directors of the respective subsidiarycompanies.

9. REVIEW AND AMMENDMENT

1. The NRC or the Board may review the Policy as and when it deems necessary

2. The NRC may issue the guidelines procedures formats reporting mechanism andmanual in supplement and better implementation to this policy if it thinks necessary

3. This Policy may be amended or substituted by the NRC or by the Board as and whenrequired and also by the Compliance officer where there is any statutory changesnecessitating the change in this policy.

10. COMPLIANCE RESPONSIBILITY

Compliance of this policy shall be the responsibility of the CFO of the Company whoshall have the power to ask for any information or clarification from the management inthis regard.

FORM AOC-1

( Pursuant to Section 129(3) of the Companies Act 2013 read with rules 5 of the of theCompanies (Accounts) Rules 2014.)

PART A - Statement containing salient features of the Financial statements ofSubsidiary Companies.

Sl. No 1 2 3 5 6 7 8 9 10 11 12 13 14
Name of the subsidiary Company Centrum Retail Services Limited Centrum Broking Limited Centrum Capital Holdings LLC (Console) Centrum Defence Systems Limited Centrum Infrastructure Advisory Limited Buyforex India Limited Centrum Wealth Management Limited Centrum Investment Advisors Limited Centrum Direct Limited Pyxis Finvest Limited Centrum Financial Services Finance Limited Limited Centrum Housing Brokers Limited Centrum Insurance
Reporting Period for the subsidiary concerned if different from the holding company's reporting period - - - - - - - - - - - - -
Reporting Currency INR INR US$ INR INR INR INR INR INR INR INR INR INR
Exchange Rate as on the last date of the relevant financial year in case of foreign subsidiaries - - 66.0989 - - - - - - -
Paid up Equity Share Capital 363362700 194340020 - 500000 500000 500000 200000000 5000000 67894340 115025850 368834200 150000000 100000
Paid up Preference - 25000000 - - - - - - - - - - -
Share Capital
Reserves & surplus 2229629358 77363875 - (9477295) (12128429) (55865) (158048210) 42837 2179713588 101099012 714395735 (1584275) (84438)
Total Assets 2940856185 1106933861 2032872 1050154 4437683 15653827 585859725 5205860 4267923247 238877662 2247423195 150173255 94185
Total Liabilities 2940856185 1106933861 2032872 1050154 4437683 15653827 585859725 5205860 4267923247 238877662 2247423195 150173255 94185
Investments 2909910294 7074838 - - - - 8387500 - 199154184 - 195880278 - -
Turnover 42867991 229773121 - 300000 7750000 - 391154501 1127205 38930628172 29042353 172884043 115068 -
Profit/ (Loss) before 455848 24562704 (195197) (7284302) (12081228) (55865) 7231545 79298 351106202 23615902 65905077 (1551775) (84438)
Taxation
Provision for taxation 3000000 - - - - - 2346303 36461 126301610 8800000 18933763 32500 -
Profit/ (Loss) after Taxation (2544152) 24562704 (195197) (7284302) (12081228) (55865) 4885242 42837 224804592 14815902 46971314 (1584275) (84438)
Proposed Dividend - - - - - - - - - - - -
% of ShareHolding ( Note1 ) 78.24% 99.26% 100% 100% 100% 100% 100% 100% 100% 52.16% 100% 100% 100%

Names of subsidiaries which are yet to Commence Operations

1. Centrum Housing Finance Limited

2. Centrum Insurance Brokers Limited

Name of subsidiaries which have been liquidated or sold during the year.

1. Club 7 Holidays Limited

Note 1 %age of holding is of immediate Holding Company.

For and on behalf of the Board of Directors

Jaspal Singh Bindra Chandir Gidwani
Executive Chairman Non-Executive Director Place: Mumbai
DIN: 07496596 DIN : 00011916 Date: 30th May 2016

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associates/Joint Ventures Centrum Securities Private Limited Essel Centrum Holdings Limited Commonwealth Centrum Advisors Limited Acorn Fund Consultants Private Limited
1 2 3 4
1. Latest audited Balance Sheet Date 31/03/2016 31/03/2016 31/03/2016 31/03/2016
2. Shares of Associate/Joint Ventures held by the company on the year end Associate Associate Joint Venture Joint Venture
No of Shares 100000 500000 3305282 100000
Amount of Investment in Associates/ 1000000 1000000 19809794 50000
Joint Venture
Extend of Holding % 47.62% 33.33% 50% 50%
3. Description of how there is significant influence Significant influence by way of shareholding in the Company Significant influence by way of shareholding in the Company Significant influence by way of shareholding in the Company Significant influence by way of shareholding in the Company
4. Reason why the associate/joint venture is not consolidated The accumalated losses accounted in the previous financial years consolidated financial statements based on equity method under AS-23 "Accounting for Investments in Associates in Consolidated Financial Statements" have resulted in complete erosion of carrying of ompany’s investments in the associate company. Accordingly no further provision for losses have been made in current year’s consolidated financial statements The accumalated losses accounted in the previous financial years consolidated financial statements based on equity method under AS-23 "Accounting for Investments in Associates in Consolidated Financial Statements" have resulted in complete erosion of carrying of ompany’s investments in the associate company. Accordingly no further provision for losses have been made in current year’s consolidated financial statements NA As on 31st March 2016 Investment in ACORN was current in nature and held exclusively with a view of disposal in the near future and therefore as provided under Accounting Standard 21 the financial accounts of ACORN was not considered for consolidation
5. Networth attributable to
Shareholding as per latest audited Balance Sheet (113626140) 1074840 45169914 (7164832)
6. Profit / (Loss) for the year (19942265) 41818 (1463343) (7214832)
i. Considered in Consolidation NA NA NA NA
ii. Not Considered in Consolidation (19942265) 41818 (1463343) (7214832)

Name of Associates or Joint Ventures which are yet to Commence Operations

None

Name of the Associates or Joint Venture which have been liquidated or sold during theyear.

None

For and on behalf of the Board of Directors

Jaspal Singh Bindra Chandir Gidwani
Executive Chairman Non-Executive Director Place: Mumbai
DIN: 07496596 DIN : 00011916 Date: 30th May 2016

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended March 31 2016

Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 To The Members CentrumCapital Limited Bombay Mutual Building 2nd Floor D. N. Road. FortMumbai-400001

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Centrum Capital Limited(hereinafter called "the Company") incorporated on November 18 1977 having CINL65990MH1977PLC019986 and Registered Office at Bombay Mutual Building 2nd Floor D. N.Road. Fort Mumbai- 400001. Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on March 31 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto 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 thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial 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; The Securities and Exchange Board of India (EmployeeStock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999;

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(e) The Securities and Exchange Board of India (Registrars to Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;

(f) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998:

(h) Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with effect from December 1 2015

We have relied on the representation made by the Company and its officers for thesystems and the mechanism formed by the Company for the compliances under the applicableActs/laws and regulations to the Company. The list of major head/groups of Acts/laws andregulations applicable to the Company is enclosed and marked as Annexure I.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India:Applicable with effect from July 1 2015

(ii) The Listing Agreement entered into by the Company with BSE Limited and theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the following:

a) Company has not spent the amount of Rs 1393285 required to be spent duringthe financial year under section 135 of the Companies Act 2013.

b) Pursuant to clause 49 (IIB) of the Listing Agreement the Company had not fulfilledthe criteria of optimum number of Independent Director on the Board for a specific periodof five months. Mr. Rashid Kidwai had resigned with effect from February 13 2015 and Mr.Ameet Naik had resigned with effect from March 26 2015 the Company then appointed Mr.Subhash Kutte as an Independent Director with effect from July 6 2015 and Mr. ManishVerma was appointed as an Independent Director with effect from August 29 2015 thus therequired number of Independent Directors on the Board and thereby the composition of theBoard was satisfied from that date. However Mr. Subimal Bhattacharjee IndependentDirector had resigned with effect from November 14 2015 and other two Non-Executivedirectors were appointed on that date thereby the composition of the Board had againchanged and the criteria of composition was not fulfilled. . c) Composition of Board ofDirectors :

Company is having 12 Directors and the Chairperson is non-executive and promoter of thelisted entity. The Board of Directors of the company shall comprise of at least half ofindependent directors. Company has got only 5 independent directors as on March 31 2016and the composition of independent directors is less than 50 % which is not inaccordance with Regulation 17(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as required under Clause 49 of listing agreement and Reg17(1)(b) of LODR

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofNon-Executive Directors and Independent Directors except as mentioned above. The changesin the composition of the Board of Directors that took place during the period underreview were carried 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 in advance as per the requirement of the regulationsand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions are carried through recorded as part of the minutes-All theresolutions were passed unanimously.

I further report that based on review of compliance mechanism established by theCompany we are of the opinion that the Company has adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY

FCS No 4831; COP No. 12704

Place: Mumbai

Date : May 30 2016

Note: This report is to be read with our letter of even date which is annexed as ANNEXUREII and forms an integral part of this report.

ANNEXURE I

OTHER LAWS APPLICABLE TO COMPANY

1 The Income-tax Act 1961

2 Service Tax Act 1994

3 The Employees Provident Fund Act 1952

4 The Payment of Gratuity Act 1972

5 The Maharashtra Stamp Act (Bombay . Act LX 1958)

6 Pollution Control Act

7 Negotiable Instruments Act 1881

8 Indian Registration Act 1908

9 Information Technology Act 1996

10 Prevention of Sexual Harassment of women at Workplace Act

11 Motor Vehicle Act 1988

12 The Minimum Wages Act 1948

13 Weekly Holidays Act 1942

14 Maharashtra Shops and Establishment Act 1948

15 The Employees State Insurance Act 1948

16 Maharashtra State Tax on Professions Trades Callings and Employments Act 1975

17 Prevention of Money Laundering Act

18 The Workmen’s Compensation Act 1923 & Rules 1924

19 The Maternity Benefit Act 1961

20 The Environment (Protection) Act 1986 (Amended 1991)

21 The Contract Labour (Regulation & Abolition) Act 1971

22 The Equal Remuneration Act1976 and Rules 1976

23 The Export and Import Policy of India

24 The Indian Copyright Act 1957

25 The Patents Act 1970

26 The Trade Marks Act 1999

27 Micro Small and Medium Enterprises Development Act 2006

ANNEXURE II

To

The Members

Centrum Capital Limited

Bombay Mutual Building 2nd Floor D N Road Fort Mumbai-400001

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

1. Maintenance of secretarial records 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 and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever 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 management. Our examination was limited tothe 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 e_cacy or effectiveness with which the management has conducted theaffairs of the Company.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY

FCS No 4831; COP No. 12704

Place: Mumbai

Date : May 30 2016

Annexure E

REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITHRULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

i. Ratio of remuneration of each Director to the median remuneration of allemployees

The information required under Section 197 (12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof ratio of remuneration of each director to the median remuneration of the employees ofthe Company for the financial year are as follows:

Median remuneration of all the employees of the Company for the Financial Year 2015-16 Rs 800000/-
The percentage increase in the median remuneration of employees in the Financial Year 2015-16 6.67%
The number of permanent employees on the rolls of Company as on 31st March 2016 114

 

Name of Director Designation Ratio of remuneration to median remuneration of all employees
Mr. Sanjiv Bhasin Managing Director & CEO 32.50 : 1

Notes:

The ratio of remuneration to median remuneration is based on annualised remuneration ofthe employees.

ii. Relationship between average increase in remuneration and Company performance:

The average increase in remuneration during the financial year 2015-16 is 10.60%.Net revenues of the Company during the financial year (9 months) were Rs 51.13 crores ascompared with previous financial year (12 months) at Rs 73.88 crores. The Total employeecost for the financial year ended 31st March 2016 was Rs 11.79 crores asagainst Rs 14.59 crores for the financial year ended 30th June 2015. The totalemployee cost as a percentage of revenue was 23.05% (last year 19.75%). Average increasein remuneration is guided by factors like inflation normal salary revisions externalcompetitiveness talent retention. Whilst the Company has a strong focus on cost employeecost being one of the key areas for cost monitoring and control the results of anystructural initiatives needs to be measured over a long term horizon and cannot bestrictly compared with annual performance indicators.

Besides employee costs other significant internal and external factors impactingperformance of the Company are explained in detail in Management Discussion and AnalysisReport.

iii. Comparison of the remuneration of the Key Managerial Personnel (KMP) againstthe performance of the Company:

Particulars (Rs in crores)
Aggregate remuneration of KMP in Financial Year 2015-16 1.32
Revenue 51.13
Remuneration of KMPs (as % of revenue) 2.58%
Profit before Tax (PBT) 8.50
Remuneration of KMPs (as % of PBT) 15.53%

iv. Variation in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the Company:

Particulars No. of shares listed Closing Market Price per share (In Rs) EPS P/E ratio Market capitalization (In Rs)
As on 31.03.2016 416032740 of Rs 1/- each 11.05 0.15 76.67 4597161777
As on 30.06.2015 416032740 of Rs 1/- each 13.55 0.23 58.91 5637243627
Increase/decrease NIL (2.5) (0.8) (17.76) (1040081850)
% Increase/decrease NIL -18.45% -34.78% -30.15% -18.45%
Issue Price of the share at the last Pubic Officer (IPO) Rs 10/- each
Increase in market price as on 31.03.2016 as compared to issue price of IPO Not comparable as the current FV is Rs 1/-
Increase in % NA

v. The ratio of remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year No employee received remuneration in excess of the highest paiddirector during the year:

vi. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in managerial remuneration:

a. The average increase in remuneration of employees other than managerial personnelduring the financial year 2015-16 is 11.10%.

b. Increase in managerial remuneration is 138.62 %

c. Justification/ exceptional circumstances-

The Company appointed Mr. Sanjiv Bhasin as the Managing Director & CEO in July2015 with a view to successfully tackling the competition and enhancing its competitiveedge in terms of quality and value proposition. The Company had envisaged to reapsignificant benefits from Mr. Sanjiv Bhasin’s rich experience and wide knowledge. Inorder to face emerging challenges and tap upcoming opportunities it was deemed necessaryto ensure that highly experienced financial professionals like Mr. Sanjiv Bhasincontribute productively to the business of the Company. It was also expected that underthe guidance and leadership of Mr. Sanjiv Bhasin the company would flourish and therebythe future growth of the Company would be adequately secured.

vii. Comparison of the remuneration of each KMP against the performance of theCompany

(Rs in crore)
Names of KMP (Managing Director and Company Secretary) Mr. Sanjiv Bhasin (MD &CEO) Mr. Shailendra Apte (CFO) Mr. Alpesh Shah (CS)
Gross Remuneration 0.83* 0.52 0.20
Revenue 51.13 51.13 51.13
Remuneration of KMPs (as % of revenue) 1.62% 1.02% 0.39%
Profit before Tax (PBT) 8.50 8.50 8.50
Remuneration of KMPs (as % of PBT) 09.76% 6.12% 2.35%

From 6th July 2015 to 31st October 2015.

viii. REMUNERATION DETAILS PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT 2013

Employees who were employed through the financial year and were in receipt ofremuneration in aggregate not less than sixty lakhs rupees:

Name Designation Remuneration received Nature of employ- ment Qualification/ experience Date of commencement Age Last employment Whether relative of any director/ manager
Mr. K. R. Menon Executive Director Managing 6900000 Service LLB B.com 01/02/2007 67 Wachovia Bank No
Mr. Rajendra_ Naik Director- Investment 7704000 Service B.COM MMS 15/05/1996 46 Apple Finance Limited No
Mr. Sanjiv Bhasin* Banking Managing Director & CEO 8317 206 Service B.COM (Hons) MBA(Finance) 06/07/2015 61 DBS Bank Ltd. No

*Mr. Sanjiv Bhasin was Managing Director & CEO of the Company from 6thJuly 2015 to 31st October 2015.

ix. Key parameters for the variable component of remuneration availed by theDirectors:

There were no variable components of remuneration paid to directors during theyear.

x. Afirmation.

It is afirmed that the remuneration paid to the Directors Key Managerial Personnel andother employees is as per the Remuneration Policy of the Company