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Centrum Capital Ltd.

BSE: 501150 Sector: Financials
NSE: N.A. ISIN Code: INE660C01027
BSE LIVE 15:19 | 09 Dec 28.50 -0.30
(-1.04%)
OPEN

29.35

HIGH

29.35

LOW

28.50

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 29.35
PREVIOUS CLOSE 28.80
VOLUME 9904
52-Week high 32.30
52-Week low 7.44
P/E 570.00
Mkt Cap.(Rs cr) 1185.60
Buy Price 28.50
Buy Qty 165.00
Sell Price 28.65
Sell Qty 483.00
OPEN 29.35
CLOSE 28.80
VOLUME 9904
52-Week high 32.30
52-Week low 7.44
P/E 570.00
Mkt Cap.(Rs cr) 1185.60
Buy Price 28.50
Buy Qty 165.00
Sell Price 28.65
Sell Qty 483.00

Centrum Capital Ltd. (CENTRUMCAPITAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 37th Annual Report andAudited Accounts of your Company for the Financial Year ended 30th June 2015

Financial Highlights

The Summarized performance of the Company for the Year 2014-2015 and 2013-2014 is givenbelow;

(Rs In lacs)

Particulars

Centrum Capital Limited (Standalone)

Centrum Capital Limited (Consolidated)

2014-15 2013-14 2014-15 2013-14
Net revenue from operations 6607.46 5143.06 446825.98 348444.58
Add: Other income 780.70 1000.62 1673.36 1464.56
Total Income 7388.16 6143.68 448499.34 349909.14
Total expenditure before finance cost depreciation & Exceptional items and taxes 3415.13 3258.34 436786.22 343883.83
Profit before finance cost depreciation exceptional items and taxes 3973.03 2885.34 11713.13 6025.31
Less: Finance costs 2253.57 1712.00 3319.13 2536.66
Profit before depreciation exceptional items and taxes 1719.46 1173.34 8394.00 3488.65
Less: Depreciation 353.23 364.20 658.84 533.12
Profit before exceptional items and taxes 1366.22 809.14 7735.16 2955.53
Add/(Less): Exceptional items - 185.49 - 185.49
Profit before taxes 1366.22 994.63 7735.16 3141.02
Less: Provision for current taxation 575.00 464.11 2619.97 1643.33
Add : Provision for MAT credit - 454.00 - 464.97
Add: Provision for deferred taxation 159.61 156.00 186.13 535.07
Profit/ (Loss) after taxes available for appropriation. 950.83 1140.52 5301.32 2497.73
Less : Proposed Dividend - - - -
Less : Provision of Dividend Tax - - - -
Add: Profit on disposal of investment in subsidiary - - - 3.06
Less: Minority Interest - - 739.95 0.96
Balance to be carried forward 950.83 1140.52 4561.37 2499.83

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 Clause 49 of the Listing Agreement.

Transfer to Reserves

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

Change in Financial Year

In compliance of section 2(41) of the New Companies Act 2013 the financial year of theCompany shall be changed from 1st July to 30th June to 1stApril to 31st March of every year. Accordingly the Board has decided thefinancial year 2015-2016 shall be for a period of 9 months beginning from 1stJuly 2015 and ending on 31st March 2016.

Dividend

With a view to conserve the resources your Directors do not recommend any dividend forthe financial year 20142015.

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. 30th June 2015 andthe date of the report.

Corporate Social Responsibility (CSR) Committee

In accordance with the provisions of Section 135 of the Companies Act 2013 the Boardof Directors of the Company has constituted a Corporate Social Responsibility Committee(CSR Committee). As on 29th August 2015 this Committee comprises of followingthree Directors:

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

Company has devised a policy which can be viewed on the website of the Company http://centrum.co.in/policies.php

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 to alsorespect minority rights. We consider it our inherent responsibility to disclose timely andaccurate 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 Company haspaid listing fees upto the financial year 2015-16.

Pursuant to Clause 49 of the Listing Agreement of the Stock Exchange the ManagementDiscussion & Analysis Report the Corporate Governance Report and the Auditors'Certificate regarding compliance of condition of Corporate Governance are made a part ofthe Annual Report.

Number of meetings of the Board

During the year ended 30th June 2015 the Board met five times. The detailsof the Board meetings and the attendance of the Directors at the meetings are provided inthe Corporate Governance Report which forms a part of this Annual Report

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 policies regarding it are provided in Annexure III to thisreport.

Remuneration Policy

The Company has framed a Remuneration Policy pursuant to Clause 49 of the ListingAgreement and Section 178 of the Companies Act 2013. The Policy is provided in AnnexureIV to this report.

Familiarisation Programme for Independent Directors

In terms of Clause 49 of the Listing Agreement the Company is required to familiarizeits Independent Directors with their roles rights and responsibilities in the Companyetc. through interactions 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 can be accessed at http://centrum.co.in/policies.php

Board evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Act. Theperformance of the Board shall be evaluated by the Board after seeking inputs from all theDirectors 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") will review the performance of the individual Directors on the basis ofthe criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In a separate meeting ofindependent Directors performance of non-independent directors performance of the Boardas a whole and performance of the Chairman shall be evaluated taking into account theviews of executive directors and non-executive directors. The same shall be discussed inthe Board meeting that followed the meeting of the independent Directors at which theperformance of the Board its committees and individual directors shall also be discussed.

Independent Directors Declaration

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in subsection (6) of Section 149 of the Companies Act 2013and Clause 49 of the Listing Agreement.

Directors and Key Managerial Personnel

Induction

The Board of Directors of the Company has appointed Mr. Pankaj Thapar as an AdditionalDirector with effect from 13th February 2015 Mr. Sanjiv Bhasin was appointedas additional director in the capacity of Managing Director & CEO with effect from 6thJuly 2015. Mr. Subhash Kutte was appointed as an Additional Director in the capacity ofIndependent Director with effect from 6th July 2015 and Mr. Manish Verma wasappointed as an Additional Director designated in the capacity of Independent Directorwith effect from 29th August 2015.

The approval of members is being sought for appointment of Mr. Pankaj Thapar as a Non-Executive Director Mr. Sanjiv Bhasin as a Managing Director & CEO and Mr. SubhashKutte as an Independent Director through Postal ballot.

The approval of members is being sought for the appointment of Mr. Manish Verma as anIndependent Director at the forthcoming Annual General Meeting.

Resignation

During the year Mr. Dhanpal Jhaveri resigned from the Board with effect from 28thJanuary 2015 Mr. Rashid Kidwai resigned from the Board with effect from 13th February2015 Mr. Ameet Naik resigned from the Board with effect from 26th March 2015 and Mr. P RKalyanaraman Managing Director of the Company resigned from the Board with effect from6th July 2015.

The Board of Directors place on record their deep appreciation for the enormouscontribution made by Mr. Dhanpal Jhaveri Mr. Rashid Kidwai Mr. Ameet Naik and Mr. P RKalyanaraman. The Company and the Board benefited immensely from their vast experienceknowledge and insights of the Industry and operation of the Company.

Re-appointment

As per the provision of the Companies Act 2013 Mr. Manmohan Shetty and Mr. RishadByramjee retire by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for re-appointment. A Brief profile of all the Directors seekingappointment and re-appointment at the ensuing Annual General

Meeting Nature of their expertise and names of the other Companies in which they holdDirectorship and Committee Membership is provided as a part of the notice of the ensuingAnnual General Meeting.

Key Managerial Personnel

Mr. Sanjiv Bhasin has been appointed as the Managing Director & CEO of the Companywith effect from 06th July

2015.

Mr. Shailendra Apte was appointed as a Chief Financial Officer (CFO) with effect from 1stAugust 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 theBoard with the concurrence of the Audit Committee is of the opinion that the Company'sinternal financial controls are adequate 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 the provisions of all applicable lawshave been laid down and that such systems were adequate and 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 and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting.

The Committee met 4 (four) times during the year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. As of the date of thisreport the Committee is comprised of:

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

Related Party Transactions

All related party transactions that were entered during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe 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 of theCompany for inefficiency or inadequacy of such controls.

Risk Management Policy.

The Board of Directors of the Company has approved the Risk Management Policy andGuidelines wherein all material risks faced by the Company are identified and assessed.

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 trade executionreliability of access and delivery of service at its core. Multiple products and diverserevenue streams enable the Company to ensure continued offering of customized solutions tosuit clients needs at all times.

Energy Conservation Measures Technology Absorption and R & D Efforts 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.

Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo during the year under review areprovided at Item No. 32(a) & 32(b)(Notes forming part of financial statements) of theAudited Accounts. The members are requested to refer to the said Note for details in thisregard.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

During the period The Company for strategic reasons and to better align its variousbusinesses has reorganized the Centrum Group Structure by transferring its entire equityinvestments in its subsidiaries viz. Centrum Wealth Management Limited Centrum FinancialServices Limited and CentrumDirect Limited to a newly formed subsidiary viz. CentrumRetail Services Limited and has also incorporated two new subsidiaries namely CentrumInfrastructure Advisory Limited and Centrum Defence Systems Limited.

The Company through the mix of primary and secondary issuance diluted 19.81% of itsstake in Centrum Retail Services Limited. Company presently holds 80.19% in Centrum RetailServices Limited. Company has also divested its 100 % investment in Centrum Infrastructureand Realty Limited.

Subsequent to balance sheet date Centrum Wealth Management Limited which is a stepdown subsidiary has incorporated a subsidiary named Acorn Fund Consultants Private Limitedand the Associate Company i.e BCB Finance Limited has become a subsidiary of CentrumDirectLimited (Step down subsidiary of Centrum capital Limited) with effect from 5thAugust 2015 as CentrumDirect Limited has acquired additional equity stake of 26.15% in theopen offer of total capital of BCB Finance Limited.

Company has Ten Subsidiaries (including step down Subsidiaries) one Joint Venture andthree Associates as on 30th June 2015. During the Year under review the Boardof Directors (the Board) reviewed the affairs of material subsidiaries. Company has inaccordance with section 129(3) of the Companies Act 2013 prepared consolidated financialstatements of Company and all its subsidiaries which form part of the Annual Report.Further the Report on the performance and financial position of each of the subsidiaryassociate and joint venture and salient features of the financial statements in theprescribed form AOC-1 is annexed to this report

(Annexure VI)

In accordance with section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited financial statements of each of the subsidiary will be available onour website www. centrum.co.in. These documents will also be available for inspectionduring business hours at the Registered Office and Corporate office of the Company.

Auditors and Auditors Report

i. Statutory Auditors

The members of the Company at the 36th Annual General Meeting of the Companyheld on 31st December 2014 had reappointed M/s Haribhakti & Co LLPChartered Accountants as a Statutory

Auditor till the conclusion of the 41st Annual General Meeting of theCompany to be held in the year 2019 subject to ratification of their appointment at everyAnnual General Meeting.

A resolution for the ratification of the appointment of M/s Haribhakti & Co LLPChartered Accountants as Auditors is being placed for the approval of the members at theforthcoming Annual General Meeting.

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

Based on the financial estimates and business rationale provided by the management forits exposure Centrum Capital Holdings LLC (CCH LLC) confirming fair valuation higher thanthe cost of Investments of Rs.194.28 Lakhs in CCH LLC the management believes that noimpairment provision is required in respect of said Investments along with loans advancedamounting to Rs. 62.73 Lakhs 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 Practicing Company Secretary as theSecretarial Auditor to conduct secretarial audit for the year ended 30th June2015. The report of the Secretarial Auditor is provided as Annexure II to thisreport. In connection with the auditor's observation in the Report it is clarified asunder:

a. Mr. Shailendra Apte has been appointed as the

Chief Financial Officer (CFO) of the Company w.e.f. 1st August 2015.

b. Mr. Subhash Kutte was appointed as an Independent Director of the Company w.e.f. 6th

July 2015.

c. Mr. Manish Verma was appointed as an Independent Director of the Company w.e.f

29th August 2015.

d. Company is in the process of appointing Principal Officer and is initiating othernecessary action under the PMLA.

Vigil mechanism/ Whistle Blower Policy

The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to reportgenuine concerns/ grievances. The Policy is uploaded on the Company's website at the link:http://www.centrum.co.in/policies. php.The Policy provides for adequate safeguards against the victimisation of the employees whouse the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

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 will be provided upon request. In terms of section 136 of theAct the Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employees particulars which are available for inspection bythe Members at the Registered Office and Corporate Office of the Company during businesshours on working days of the Company upto the date of the ensuing Annual General Meeting.If any member is interested in obtaining a copy thereof such member may write to theCompany Secretary in this regard.

Extract of annual return

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

Particulars of loans guarantees and investments

Particulars of loans guarantees given and investments made during the year inaccordance with Section 186 of the Companies Act 2013 is annexed to this report [AnnexureV]

General.

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under 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.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. 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 Director further state that during the year 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.

Cautionary Statement

Statements in the Board's 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 year 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 year. Your Directors look forward to the continuedsupport of all stakeholders in the future.

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ANNEXURE 1 - OF DIRECTORS REPORT

Extract of Annual Return as on the financial year ended on 30th June 2015

FORM No. MGT-9

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and

Administration) Rules 2014]

i. CIN L65990MH1977PLC019986
ii. Registration Date 18th November 1977
iii. Name of the Company Centrum Capital Limited
iv. Category / Sub-Category of the Company Public Company/Limited by shares
v. Address of the Registered office & Corporate Office and Contact details Bombay Mutual Building

2nd Floor Dr. D N Road Fort Mumbai.

Corporate Office : Centrum House Vidaynagari Marg
Kalina Santacruz (East) Mumbai 400098. Contact : Tel Number : 022 4215 9000
vi. Whether listed company Yes
Link Intime India Private LimitedC-13 Pannalal Silk Mills
vii. Name Address and Contact details of Registrar and Transfer Agent if any Compound LBS Marg Bhandup (West) Mumbai-400 078 Tel No: +91 22 25946970
Fax No: +91 22 25946969

Attachment A to Annexure 1

Principal Business activities of the Company All the business activities contributing10 % or more of the total turnover of the company is stated:-

Sr. No. Name and Description of main products / Services NIC Code of the Product/ service % to total turnover of the Company
1 Merchant / Investment Banking Services 99712000 84.43%

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT B TO ANNEXURE 1 Particulars of Holding Subsidiary and Associate Companiesas on 30th June 2015

Sr No Name and Address of the Company CIN Holding/ Subsidiary/ Associate %age of shares held (Please see note 1) Applicable section
1 Centrum Retail Services Limited U74999MH2014PLC256774 Subsidiary 80.91 2(87)(ii)
Centrum House CST Road
Vidyanagari Marg Kalina
Santacruz (East) Mumbai-400098
2 CentrumDirect Limited U67190MH1999PLC119009 Step down 100 2(87)(ii)
Centrum House CST Road Subsidiary
Vidyanagari Marg Kalina
Santacruz (East) Mumbai-400098
3 Centrum Financial Services Limited U65910MH1993PLC192085 Step down 100 2(87)(ii)
2nd Floor Bombay Mutual Building Subsidiary
Dr. D. N. Road Fort Mumbai
4 Centrum Wealth Management U65993MH2008PLC178252 Step down 100 2(87)(ii)
Limited Subsidiary
2nd Floor Bombay Mutual Building
Dr. D. N. Road Fort Mumbai
5 Centrum Broking Limited U67120MH1994PLC078125 Subsidiary 99.26 2(87)(ii)
2nd Floor Bombay Mutual Building
Dr. D. N. Road Fort Mumbai
6 Centrum Capital Holdings LLC ( US Subsidiary)* - Subsidiary 100 -
1891 Stuyvesant Avenue Merrick NY
10017
7 Centrum Securties LLC - Subsidiary 99 -
(US step down Subsidiary)*
18 East 48th Street New York 10017
8 Centrum Defence Systems Limited. U74999MH2015PLC260560 Subsidiary 100 2(87)(ii)
Centrum House CST Road (w.e.f
Vidyanagari Marg Kalina 01.01.2015)
Santacruz (East) Mumbai-400098
9 Centrum Infrastructure Advisory Limited. U74999MH2014PLC260328 Subsidiary (w.e.f 100 2(87)(ii)
Centrum House CST Road

22.12.2014)

Vidyanagari Marg Kalina
Santacruz (East) Mumbai-400098
10 Club7 Holidays Limited. U63040WB1988PLC044001 Step down 85.65 2(87)(ii)
10 Lansdowne Terrace. Kolkatta SubsidIary.
West Bengal 700026
11 BCB Finance Limited. L65990MH2005PLC157586 Step down 26.01 2(87)(ii)
Centrum House Level 9 Unit 8 SubsidIary.
CST Road Vidyanagari Marg Kalina (w.e.f
Santacruz (East) Mumbai-400098. 05.08.2015)
12 Centrum Securities Private Limited U67190MH1997PTC109007 Associates 47.26 2(6)
2nd Floor Bombay Mutual Building
Dr. D. N. Road Fort Mumbai
13 Essel- Centrum Holding Limited U65993MH2006PLC162533 Associates 33.33 2(6)
2nd Floor Bombay Mutual Building
Dr. D. N. Road Fort Mumbai
14 CommonWealth Centrum Advisors

--

Joint 50

-

Limited* Venture
Hongkong

Not a company as defined under 2(20) of the Act.

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

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT C TO ANNEXURE 1

i) Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity):A. Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year 1st July 2014

No. of Shares held at the end of the year 30th June 2015

Demat Physical Total % of Total share capital Demat Physical Total % of Total share capital
A. Promoters
(1) Indian
(a) Individuals/ HUF - - - - - - - -
(b) Central Govt - - - - - - - -
(c) State Govt(s) - - - - - - - -
(d) Bodies Corp. 138189000 - 138189000 33.2159 138889000 - 138889000 33.3842
(e) Banks / FI - - - - - - - -
(f) Any Other.... - - - - - - - -
Sub Total (A)(1):- 138189000 - 138189000 33.2159 138889000 - 138889000 33.3842
(2) Foreign - - - - - - - -
(a) NRI Individuals - - - - - - - -
(b) Other Individuals - - - - - - - -
(c) Bodies Corp. - - - - - - - -
(d) Banks / FI - - - - - - - -
(e) Any Other.... - - - - - - - -
Sub Total (A)(2):- - - - - - - - -
Total shareholding of Promoter (A) = (A) (1)+(A)(2) 138189000 - 138189000 33.2159 138889000 - 138889000 33.3842
B. Public Shareholding - - - - - - - -
(1) Institutions - - - - - - - -
(a) Mutual Funds - - - - - - - -
(b) Banks FI - - - - - - - -
(c) Central Govt - - - - - - - -
(d) State Govet(s) - - - - - - - -
(e) Venture Capital Funds - - - - - - - -
(f) Insurance Companies - - - - - - - -
(g) FIIs - - - - - - - -
(h) Foreign Venture Capital Funds - - - - - - - -
(i) Others (specify) - - - - - - - -
* Financial Institutions - - - - - - - -
* Goverment Companies - - - - - - - -
* State Financial Corporation - - - - - - - -
* Market Makers - - - - - - - -
* Any Other - - - - - - - -
* Otc Dealers (Bodies Corporate) - - - - - - - -
* Private Sector Banks - - - - - - - -
Sub-total (B)(1):-

-

-

-

-

-

-

-

-

(2) Non-Institutions
(a) Bodies Corp.
(i) Indian 166785114 11272740 178057854 42.7990 165952135 11272740 177224875 42.5988
(ii) Overseas 61209480 - 61209480 14.7127 60174953 - 60174953 14.4640
(b) Individuals - - - - - - - -
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 1261276 828520 2089796 0.5023 1397285 828520 2225805 0.5350
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 7658900 3978000 11636900 2.7971 7658900 3978000 11636900 2.7971
(c) Others (specify)

-

-

-

-

-

-

-

-

* N.R.I. (Non-Repat) 24720 - 24720 0.0059 - - 19694 0.0047
* N.R.I. (Repat) 60000 - 60000 0.0144 60600 - 60600 0.0146
* Trust - 24581160 24581160 5.9085 - 24581160 24581160 5.9085
* Hindu Undivided Family - - - - - - - -
* Employee - - - - - - - -
* Clearing Members 183830 - 183830 0.0442 1219753 - 1219753 0.2931
* Depository Receipts - - - - - - - -
Sub-total (B)(2):- 237183320 40660420 277843740 66.7841 236463626 40660420 277143740 66.6158
Total Public Shareholding (B) = (B)(1)+(B)(2) 237183320 40660420 277843740 66.7841 236463626 40660420 277143740 66.6158
C. Total shares held by Custodian for GDRs & ADRs - - - - - - - -
GrandTotal(A + B + C) 375372320 40660420 416032740 100.0000 375352626 40660420 416032740 100.0000
Other - - - - - - - -

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT D TO ANNEXURE 1

ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

1st July2014

30th June 2015

Sr No. Shareholder's Name No. of Shares % of Total Shares of the company % of Shares Pledged / Encumbered to total shares No. of Shares % of Total Shares of the company % of Shares Pledged / Encumbered to total shares #
1 BusinessMatch Services (India) Private Limited 138189000.00 33.2159 14.5017 138189000.00 33.2159 17.7718 -
2 Sonchajyo Investment and Finance Private Limited - - - 700000.00 0.1683 - 0.1683
Total 138189000.00 33.2159

14.5017 138889000.00

33.3842 17.7718 0.1683

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT E TO ANNEXURE 1 iii) Shareholding Pattern of Top 10 Shareholders (Other thanDirectors Promoters and Holders of GDRS and ADRs):

Shareholding .

Cumulative Shareholding during the year

Sr. No. Name

No. of Shares

% of total Shares of the company

No. of Shares

% of total Shares of the company
1 Indivsion India Partners
At the Beginning of the Year

61209480

14.71

60388565

14.71
Bought during the year

0

0

60388565

14.71
Sold during the year

1034527

-0.25

60174953

14.46
At the end of the Year

60174953

14.46

60174953

14.46
2 Kaikobad Byramjee & Sons Agency
z pvt Ltd.
At the Beginning of the Year

54018000

12.98

54018000

12.98
Bought during the year

0

0

54018000

12.98
Sold during the year

0

0

54018000

12.98
At the end of the Year

54018000

12.98

54018000

12.98
3 Dinshaw & Co pvt Ltd.
At the Beginning of the Year

54000000

12.98

54000000

12.98
Bought during the year

0

0

54000000

12.98
Sold during the year

0

0

54000000

12.98
At the end of the Year

0

0

54000000

12.98
4 Rinita Impex Private Limited.
At the Beginning of the Year

51291600

12.33

51291600

12.33
Bought during the year

0

0

51291600

12.33
Sold during the year

0

0

51291600

12.33
At the end of the Year

51291600

12.33

51291600

12.33
5 Centrum ESPS Trust
At the Beginning of the Year

24581160

5.91

24581160

5.91
Bought during the year

0

0

24581160

5.91
Sold during the year

0

0

24581160

5.91
At the end of the Year

24581160

5.91

24581160

5.91
6 Casby Logistics Pvt Limited
At the Beginning of the Year

11077740

2.66

11077740

2.66
Bought during the year

0

0

11077740

2.66
Sold during the year

0

0

11077740

2.66
At the end of the Year

11077740

2.66

11077740

2.66
7 Future Value Retail India Limited
At the Beginning of the Year 6346980 1.53 6346980

1.53

Bought during the year 0 0 6346980

1.53

Sold during the year 0 0 6346980

1.53

At the end of the Year 6346980 1.53 6346980

1.53

8 Pranali Commodities pvt Ltd
At the Beginning of the Year 768000 0.18 768000.00

0.184

Bought during the year 0 0 768000.00

0.184

Sold during the year 0 0 768000.00

0.184

At the end of the Year 768000 0.18 768000.00

0.184

9 Ketan Rukhana
At the Beginning of the Year 702900 0.17 702900.00

0.17

Bought during the year 0 0 702900.00

0.17

Sold during the year 0 0 702900.00

0.17

At the end of the Year 702900 0.17 702900.00

0.17

10 Indo Thai Securtiies Ltd
At the Beginning of the Year 170195 0.01 170195

0.01

Bought during the year 606179 0.19 776374

0.19

Sold during the year 170934 0.04 605440

0.15

At the end of the Year 605440 0.15 605440.00

0.15

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT F TO ANNEXURE 1 iv) Shareholding of Directors and Key Managerial Personnel:

Name of the Shareholder

Shareholding at the beginning of the year 1st July 2014

Shareholding at the end of the year 30th June 2015

Sr. No. No. of Shares % of Total Shares of the company No. of Shares % of Total Shares of the company
1 Mr. Chandir Gidwani 90000 0.02 90000 0.02
2 Mr. P R Kalyanaraman. 0 0 0 0
3 Mr. R.S Reddy 0 0 0 0
4 Mr. Rishad Byramjee 743100 0.18 743100 0.18
5 Mr. Subimal Bhattacharjee 0 0 0 0
6 Mr. Ibrahim Belselah 0 0 0 0
7 Mr. Manmohan Shetty 0 0 0 0
8 Mrs. M.K Byramjee 6861120 1.65 6861120 1.65
9 Mr. Rajesh Nanavaty 3000 001 3000 001
10 Mr. Pankaj Thapar 0 0 0 0
11 Mr. Alpesh Shah 0 0 0 0

Note : During the year Mr. Dhanpal Jhaveri Mr. Rashid Kidwai and Mr. Ameet Naik whoresigned as Directors of the Company held no shares in the Company.

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT G TO ANNEXURE 1

INDEBTEDNESS

Particulars Secured loans excluding deposits Unsecured loans Deposits Total Indebtedness
(Rs) (Rs) (Rs) (Rs)
Indebtedness at the beginning of the financial year
i) Principal Amount 530182766 647200913 4969000 1182352679
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 66944466 18471933 - 85416399
Total (i+ii+iii) 597127232 665672846 4969000 1267769078
Change in indebtedness during the financial year
Addition (net) 9458642503 2411704346 - 11870346849
Reduction 9440675486 2402115000 - 11842790486
Exchange difference - - - -
Net change 17967017 9589346 - 27556363
Indebtedness at the end of financial year 30/06/2015
i) Principal Amount 548149782 656790259 4969000 1209909041
ii) Interest due but not paid - - -
iii) Interest accrued but not due 66870494 21654546 - 88525040
Total (i+ii+iii) 615020276 678444805 4969000 1298434081

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT H TO ANNEXURE 1

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration of ManagingDirector/ Whole Time Director/Manager

Particulars of remuneration Mr. P.R Kalyanaraman-Managing Director
Gross Salary Per Annum
a) Salary as per provisions contained in section 17(1) of the Income Tax Act1961 6000000/-
b) Value of perquisites u/s 17(2) Income Tax Act 1961 Nil
c) Profits in lieu of salary u/s 17(3) of the Income Tax Act1961 Nil
Stock option Nil
Sweat Equity

Nil

Commission

Nil

>as a % of profit Nil
>others Nil
Others (please specify) Nil

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916

Place: Mumbai

Date: 29th August 2015

ATTACHMENT I TO ANNEXURE 1

B. Remuneration to other directors:

Sr. No Name Commission Sitting Fees( Note 1) Total Compensation
I Non Executive Directors
1 Mr. Chandir Gidwani NIL 210000 210000
2 Mr. Rishad Byramjee NIL 170000 170000
3 Mrs Mahakurshid Byramjee NIL 50000 50000
4 Mr. Manmohan Shetty NIL 30000 30000
5 Mr. Dhanpal Jhaveri@

NIL

NIL

NIL

6 Mr. Pankaj Thappar@

NIL

NIL

NIL

II Independent Directors
1 Mr. Rajesh Nanavaty NIL 220000 220000
2 Mr. Ibrahim Belselah

NIL

NIL

NIL

3 Mr. Subimal Bhattacharjee NIL 80000 80000
4 Mr. Ameet Naik@ NIL 150000 150000
5 Mr. Rashid Kidwai@

NIL

NIL

NIL

6 Mr. R S Reddy NIL 80000 80000

Note 1 : Sitting Fees is for attending Board and other Committee Meetings. @ part ofthe year.

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ATTACHMENT J TO ANNEXURE 1 C.

Remuneration To Key Managerial Personnel Other Than MD/ Manager/ WTD

Particulars of remuneration Mr. Alpesh Shah Company Secretary
Gross Salary Per Annum
a) Salary as per provisions contained in section 17(1) of the Income Tax Act1961 1550000/-
b) Value of perquisites u/s 17(2) Income Tax Act 1961 Nil
c) Profits in lieu of salary u/s 17(3) of the Income Tax Act1961 Nil
Stock option Nil
Sweat Equity

Nil

Commission

Nil

>as a % of profit Nil
>others Nil
Others (please specify) Nil

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916

Place: Mumbai

Date: 29th August 2015

ATTACHMENT K TO ANNEXURE 1 PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil

There were no penalties/punishments/compounding of offences for the year ended 30thJune 2015 For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916

Place: Mumbai

Date: 29th August 2015

Annexure II - Form No. MR-3

For the Financial Year ended June 30 2015 Pursuant to Section 204(1) of the CompaniesAct 2013 and Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

To

The Members

Centrum Capital Limited

Bombay Mutual Building

2nd Floor D. N. Road. Fort Mumbai-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). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by Centrum Capital Limited and also the information providedby the Company 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 June 30 2015 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 Centrum Capital Limited ("the Company") for the financialyear ended on June 30 2015 according to the provisions of:

(i) The Companies Act 2013 ("the Act") and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(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;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme)Guidelines 1999;

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

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

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

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India - Notapplicable.

(ii) The Listing Agreements entered into by the Company with BSE Ltd:

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

1. Chief Financial Officer (CFO) has not been appointed as required under 203 of theCompanies Act 2013 till June 2015.

Management comments:

Mr. Shailendra Apte was appointed as CFO of the Company w.e.f. 1st August2015.

2. Mr. Rashid Kidwai & Mr. Ameet Naik Independent Directors of the Companyresigned from the Board with effect from 13th February 2015 and 26thMarch 2015 respectively. The company could not fill-up the said vacancies within theprescribed period of 3 months.

Management comments:

The Company has appointed Mr. Subhash Kutte as an independent director of the Companyw.e.f 6th July 2015.

3. The Company has not appointed Principal Officer not undertaken risk categorizationof clients and has not generated the alerts for suspicious transactions as required underthe provisions of Prevention of Money Laundering Act ("PMLA") and the guidelinesissued by the Securities and Exchange Board of India in this regard.

Management Comments:

Company is in the process of appointing the Principal Officer and is initiating othernecessary actions under the

PMLA.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors except asmentioned above. The changes in the composition of the Board of Directors that took placeduring the period under review were carried out in compliance with the provisions of theAct.

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

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes-All the resolutions were passed unanimously-.

I further report that based on review of compliance mechanism established by theCompany and on the basis of the Compliance Certificate(s) issued by the Company Secretaryand taken on record by the Board of Directors at their meeting(s) we are of the opinionthat the Company has adequate systems and processes in the company commensurate with thesize and operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY

FCS No 4831 COP No. 12704

Place: Mumbai

Date: 29th August 2015

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

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 efficacy or effectiveness with which the management has conductedthe affairs of the Company.

UMESH P MASKERI

PRACTICING COMPANY SECRETARY FCS No 4831 COP No. 12704

Place: Mumbai

Date: 29th August 2015

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.

MONITORING AND REPORTING

The Committee will report annually in the Corporate Governance section of the AnnualReport of the Company the process it employed in Board appointments. The report willinclude summary of this Policy including purpose and the progress made in achieving thesame.

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 affirmative 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 or transaction with the company or its holding orits subsidiary or its associate companies during the current FY or two preceding FYsexcept to the extent* of profit related commission and fees for participation in the boardmeeting (For relatives- pecuniary relationship or transactions of 2 percent or more of itsgross turnover or total income of Rs. 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 receives25% or more 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;

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 thecriteria laid down in this 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 qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel with the objective of having a Board with diverse backgrounds and experience inbusiness education and public service and recommend to the Board his / her appointment.

Characteristics expected of all Directors include independence high personal andprofessional 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 the Company'sbusiness and represent stakeholders' interests through the exercise of sound judgmentusing 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. Nore-appointment 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 including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board/ the Person authorized by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever 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 the remuneration.

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 Committe 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 a formalletter of appointment in accordance with the Guidelines provided under the Act;

5.3 Identifying and recommending Directors who are to be put forward for retirement byrotation.

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 of theCommittee;

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.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS GIVEN/MADE.

Amount outstanding as on 30/06/2015

Particulars Amount
Loans given 757713546
Guarantees given 1328500000
Investments made 2605946376

Loans Guarantees given or Investments made during the Financial Year 2014-15

Name of the entity Relation Amount Particulars of loans guarantees given or investments made Purpose for which the loans guarantees and investments are proposed to be utilised
Centrum Wealth Management Limited Subsidiary 49697750.00 Loan Business Purpose
Centrum Financial Services Limited Subsidiary (104508511.00) Loan Business Purpose
Centrum Defence Systems Limited Subsidiary 2650000.00 Loan Business Purpose
Centrum Broking Limited Subsidiary 40966692.00 Loan Business Purpose
Centrum Retail Services Limited Subsidiary 1659767456.00 Investment Business Purpose
Centrum Infrastructure Advisory Limited Subsidiary 500000.00 Investment Business Purpose
Centrum Defence Systems Limited Subsidiary 500000.00 Investment Business Purpose
Corporate guarantee given
CentrumDirect Limited- Step down Subsidiary 321000000 Guarantee Business Purpose
Centrum Broking Limited- Subsidiary 100000000 Guarantee Business Purpose

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani
Managing Director & CEO Non Executive Chairman
DIN : 00001575 DIN : 00011916
Place: Mumbai
Date: 29th August 2015

ANNEXURE VI

( Pursuant to Section 129(3) of the Companies Act 2013 read with rules 5 of the of theCompanies (Accounts) Rules 2014.) PART A - Summary of Financial Information ofSubsidiary Company

Name of the subsidiary Company Centrum Retail Services Limited Centrum Broking Limited Centrum Capital Holdings LLC (@) Centrum Securities LLC (@) Centrum Defence Systems Limited (***)(#) Centrum Infrastructure Advisory LimitedC") (#) Centrum Wealth Management Limited Centrum Direct Limited Club7 Holidays Limited Centrum Financial Services Limited
1 2 3 4 5 6 7 8 9 10
Reporting Currency INR INR US$ US$ INR INR INR INR INR INR
Reporting Period for the subsidiary concerned if different from the holding company's reporting period 31/03/2015 - - - 31/03/2016 31/03/2015 - - - -
Exchange Rate - - 63.520 63.520 - - - - - -
Paid up Equity Share Capital 351369010.00 194340020.00 1973363 500000.00 500000.00 200000000.00 67894340.00 1500000.00 47500000.00
Paid up Preference Share Capital - - - - - - - -
Reserves of the Subsidiary 2062028497.00 52801171.00 (2682894.00) (52599.00) (162933452.00) 1954908995.00 60938356.00 87945037.00
Total Assets of the subsidiary 2420205495.00 540538540.00 1973363.00 1973363 618119.00 486737.00 439751315.00 3211258385.00 238792596.00 1211785478.00
Total Liabilities of the subsidiary 2420205495.00 540538540.00 1973363.00 1973363 618119.00 486737.00 439751315.00 3211258385.00 238792596.00 1211785478.00
Investments 1843686490.00 7074838.00 - - - - 128705576.00 122500.00 -
Total Turnover 22561290.00 233405491.00 - - - - 425495096.00 4359271618.00 125761914.00 122405890.00
Profit/ (Loss) before Taxation 9281540.00 37388038.00 (270683.00) (270683.00) (2682894.00) (52599.00) 21192590.00 498317367.00 24818582.00 23412389.00
Provision for taxation 5703 09.00 - - - - - - - (8218409.00) 7681063.00
Profit/ (Loss) after Taxation 8711231.00 37388038.00 (270683.00) (270683.00) (2682894.00) (52599.00) 21192590.00 3139 02471.00 16600173.00 15731326.00
Proposed Dividend - - - - - - - - - -
% of Holding (Notel) 80.91% 99.26% 100% 99% 100% 100% 100% 100% 85.66% 100%

Notes: The following information shall be furnished at the end of the statement: ANames of subsidiaries which are yet to commence operations

i) Centrum Defence Systems Limited

ii) Centrum Infrastructure Advisory Limited

B Names of subsidiaries which have been liquidated or sold during the year

i) Centrum Infrastructure and Realty Limited

***For the purpose of consolidation accounts are drawn upto 30th June 2015 and thusthe figures disclosed are based on the Financials for the period ended 30th June 2015#The figures disclosed as on 30th June 2015 are unaudited figures. a Thefigures disclosed in the statement are in INR.

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

For and on behalf of the Board of Directors

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani Place: Mumbai
Managing Director & CEO Non Executive Chairman Date: 29th August 2015
DIN: 00001575 DIN: 00011916

Part "B": Associates and Joint Ventures Statement pursuant to Section 129 (3)of the Companies Act 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Ventures Centrum Securities Private Limited Essel Centrum Holdings Limited BCB Finance Limited ("') Commonwealth Centrum Advisor Limited ((3i)
1 2 3
1. Latest audited Balance Sheet Date 31/03/2015 31/03/2015 31/03/2015 30/06/2015
2. Shares of Associate/Joint Ventures held by the company on the year end

Associate

Associate

Associate

Joint Venture

No. of shares 100000 500000 3007995 3305282
Amount of Investment in Associates/ Joint Venture 1000000 1000000 75536049 19809794
Extend of Holding % 47.62% 33.33% 26.01% 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 During the year has made investment in BCB Finance Limited (BCBL) is being made to th extent of 26.01% of the total capital of BCB Finaance Limited by Step down Subsiidiary as a result of which the later has become has become an associate of the step down Subsidiary Company. The management has not considered consolidating of BCBL as it was not being not considered material. NA
5. Networth attributable to Shareholding as per latest audited Balance Sheet (93682671.24) 1044323.60 54441260.50 46633256.50
6. Profit / Loss for the year (38335413.00) 110429.15 6438388.00 49057267.00
i. Considered in Consolidation NA NA NA 24528633.50
ii. Not Considered in Consolidation (38335413.00) 110429.15 6438388.00 NA

Note : 1 Control means more than 20% of the total share capital

2 Control more than 20% of the share capital and has significant influence overopertional and financial deccision making

3 Insignificant influence on the financial and operating policy decsion.

# Holding in equity is indirecltly held by the subsdiaries

* The operations of the Companies are not significant and hence are immaterial forconsolidation

*** The extent of shareholding in BCB Finance Limited w.e.f 05th August 2015 hasbecome 52.16% and hence it has become a subsidiary thereafter.

@ For the purpose of consolidation accounts are drawn upto 30th June 2015 and thusthe figures disclosed are based on the Financials for the period ended 30th June 2015

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

sd/- sd/-
Sanjiv Bhasin Chandir Gidwani Place: Mumbai
Managing Director & CEO Non Executive Chairman Date: 29th August 2015
DIN: 00001575 DIN: 00011916

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