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Century Extrusions Ltd.

BSE: 500083 Sector: Metals & Mining
NSE: CENTEXT ISIN Code: INE281A01026
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OPEN 4.23
PREVIOUS CLOSE 4.42
VOLUME 75987
52-Week high 9.70
52-Week low 3.90
P/E 14.50
Mkt Cap.(Rs cr) 35
Buy Price 4.35
Buy Qty 207.00
Sell Price 4.45
Sell Qty 2200.00
OPEN 4.23
CLOSE 4.42
VOLUME 75987
52-Week high 9.70
52-Week low 3.90
P/E 14.50
Mkt Cap.(Rs cr) 35
Buy Price 4.35
Buy Qty 207.00
Sell Price 4.45
Sell Qty 2200.00

Century Extrusions Ltd. (CENTEXT) - Director Report

Company director report

Dear Members

We are pleased to present the 29th Annual Report on the business and operations of yourcompany along with audited financial statements for the financial year ended March 312017.

FINANCIAL PERFORMANCE

The Company reported a sales turnover of Rs. 20352 lacs as against Rs. 18807 lacs inthe previous financial year recording increase of about 8.21%. The increase in turnover of8.21% from previous year to this year due to increment in production in the last quarterof the financial year 2016-17 and the market scenario of aluminum industry has changed andthere is constant demand of aluminum in the market as compared to last year. The PowerTransmission & Distribution Hardware (Power T & D Hardware) division registered asale of Rs. 471 lacs as against Rs. 304 lacs in the previous financial year. The balanceof the turnover was contributed by Company's principal business i.e. by AluminiumExtrusions Division.

The Profit after Tax (PAT) for the financial year is Rs. 122 lacs as against profit ofRs. 91 lacs reflecting increase of about 34% in the financial performance of the Company.

Year Ended

PARTICULARS 31-Mar-2017 31-Mar-2016
Audited Audited
Income from Operations
Net Sales/ Income from Operation (Net of excise duty) 18189 16797
Other Operating Income - -
Total Income from operations (Net) 18189 16797
Total Expenses except finance cost 17439 16267
Profit/Loss from Operations before other income interest & exceptional items 750 530
Other Income 159 247
Profit/Loss from ordinary activities before Interest & exceptional items 909 777
Finance Cost 730 695
Profit/Loss from Ordinary Activities after Interest but before exceptional items 179 82
Exceptional Items 6 -
Profit/Loss from Ordinary Activities before Tax 173 82
Tax Expenses - Deferred Tax Assets (12) 35
Net Profit/Loss from Ordinary Activities after Tax 161 117
Extraordinary items 39 26
Net Profit/Loss for the period 122 91

TRANSFER OF RESERVES

The Company has not transferred any amount to General Reserve during the financial year2016-17.

DIVIDEND

Due to inadequacy of distributable profits during the fiscal under review the Board ofDirectors regrets their inability to recommend a dividend payout.

OPERATION AND PERFORMANCE OF THE COMPANY

The year under review was one of the most difficult one for your company. Companyperformance suffered largely due to poor performance of the metals industries.. TheMargins continue to be under pressure and the cash flow is also constrained as regularpayments are not coming from customers on time. Various steps are to be taken forpromotion of aluminium sector and facilitating its growth. All these factors indicate thatthere is a highly promising future for the aluminium industry in the country. Further inthis connection in the last quarter of the year under review has shown some improvementand market are started up and the management is expecting some good order from the newcustomers. The management is also giving special attention to cost reduction andcollections to improve the financial performance.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Human resource management at Century Extrusions Ltd. goes beyond the set of boundariesof compensation performance reviews and development. We look at the employees entirelifecycle to ensure timely interventions that help build a long lasting and fruitfulcareer. With this in mind we initiated several positive changes in our HR practice thisyear.

To foster a positive workplace environment free from harassment of any nature we havepolicies of Anti - Sexual Harassment through which we address complaints of sexualharassment at the work place.

Our Company believes that targets of the Company can only be reached with efforts fromall its employees. Our Company recognizes that job satisfaction requires congenial workenvironment that promotes motivation among employees and therefore results in enhancedproductivity and innovation and also provide avenues for employee training anddevelopment to identify their potential and develop their careers in the Company.

The Company values contribution of its employees and follows the principle of informingall its employees about its future growth strategies.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of goodCorporate Governance as an important step towards building investor confidence improveinvestors' protection and maximize long-term shareholder value.

The Company has complied with the Corporate Governance

Code prescribed by the Stock Exchanges and also stringently followed the CorporateGovernance Guidelines as stipulated by SEBI.

Our report on Corporate Governance for financial year ended March 31 2017 forms partof this Annual Report.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors' Certificate on CorporateGovernance is enclosed as Annexure - 1 to the Board's Report. The Auditors' certificatefor the year ended March 31 2017 does not contain any qualification reservation oradverse remark.

BOARD MEETING

The Board met four times during the year. The details are given in the CorporateGovernance report that forms a part of the annual report.

DIRECTORS

The Company has an appropriate mix of Executive NonExecutive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement. Currently the Board consists of five members one of whom is Executive orManaging Director and four Non-Executive Independent Directors including Woman Director.The Number of Non-Executive Directors is more than fifty percent of total number ofdirectors. The Board periodically evaluates the need for change in its composition andsize. Non- Executive Directors with their diverse knowledge experience and expertisebring in independent judgment in the deliberations and decisions of the Board.

The details are given in the Corporate Governance report

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel appointed/ceased during the year are as under:

SI No. Name Designation Date of Appointment Date of Cessation
1 Mr. Ashish Kumar Dhandhanya Company Secretary 27-10-2015 15-08-2016
2 Mr. Vishal Sharma Company Secretary 01-09-2016 Continuing

That forms a part of the annual report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company being a listed Company Policy on Directors' appointment is to follow thecriteria as laid down under the Companies Act 2013 and the Listing Agreement with StockExchanges and good corporate governance practices. Emphasis is given to persons fromdiverse fields or professions.

The guiding Policy on remuneration of Directors Key Managerial Personnel and employeesof the Company is that:

• Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen is commensurate with the industry standards in which it is operating taking intoaccount the performance leverage and factors so as to attract and retain talent.

• For Directors it is based on the Shareholders' resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars guidelines issued by the CentralGovernment and other authorities from time to time.

INDEPENDENT DIRECTORS DECLARATION

The company has received the necessary declaration from each independent director inaccordance with the section 149 (7) of the Companies Act 2013 that he/ she meets thecriteria of independence as laid out in sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

MANAGERIAL REMUNERATION -197(12)

Details of remuneration as required under section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 is given in Annexure-2.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

ii. that the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profit or lossof the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and other-irregularities;

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

v. The company has in place an established internal financial control system and thesaid systems are adequate and operating effectively. Steps are also being taken to furtherimprove the same.

vi. The company has in place a system to ensure compliance with the provisions of allapplicable laws and the system is adequate. Steps are also being taken to further improvethe legal compliance monitoring.

AUDIT COMMITTEE

The constitution of the Audit Committee Terms of Reference and the dates on whichmeetings of the Audit Committee were held are mentioned in the Corporate Governance Reportfor the FY 2016-17 forming part of this Annual Report. There has been no instance whereBoard has not accepted the recommendations of the Audit Committee during the year underreview.

NOMINATION AND REMUNERATION COMMITTEE

The constitution of the Nomination and Remuneration Committee Terms of Reference andthe dates on which meetings of the Nomination and Remuneration Committee were held arementioned in the Corporate Governance Report for the FY 2016-17 forming part of thisAnnual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The constitution of the Stakeholders Relationship Committee Terms of Reference and thedates on which meetings of the Stakeholders Relationship Committee were held are mentionedin the Corporate Governance Report for the FY 2016-17 forming part of this Annual Report.

INTERNAL CONTROL SYSTEM

The Company has a strong and pervasive internal control system to ensure well-organizeduse of the Company's resources their security against any unauthorized use accuracy infinancial reporting and due compliance of the Company's policies and procedures as well asthe Statutes.

Internal Audit reports are regularly placed before the Audit Committee and Managementanalysis of the same is done to ensure checks and controls to align with the expectedgrowth in operations. The Internal audit is carried out by an independent firm ofChartered Accountants on regular basis and remedial actions are taken when anyshortcomings are identified.

The Audit committee reviews the competence of the internal control system and providesits guidance for constant upgrading in the system.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

At Century Extrusions Ltd. Corporate Social Responsibility has always been an integralpart of our corporate philosophy and it was followed much before the passing of theCompanies Act 2013. Aluminium being a green metal is less likely to cause environmentalpollution as the processes employed are not harmful to the environment and areenergy-efficient.

Our Company values safety as a prime concern. The manufacturing process and plant ofour Company adhere to various safety standards laid down by regulatory authorities. OurCompany has received the prestigious OHSAS 18001:2007 certification for its relentlesscommitment towards maintenance of Occupational Health and Safety Management SystemStandards.

Though our Company does not fall under the purview of Section 135 of the Companies Act2013 still it continues to undertake various activities for the welfare of the society bymaking contributions to educational institutions and for medical treatment ofunder-privileged children and other charitable causes.

The Company has constituted a Corporate Social Responsibility Committee to look afterits CSR initiatives in order to integrate interest welfare and aspirations of thecommunity with those of the company itself in an environment of partnership and mutualtrust for inclusive development.

RISK MANAGEMENT

Risk Management is a key attribute of the Corporate Governance Principles and Code ofConduct of our Company and it aims to deal with the governance practices across theCompany's actions. Risk Management practices and policies enable the Company toproactively handle uncertainty and changes in the internal and external environment tolimit negative impacts.

Your Company has a system based approach to business risk management. Backed by awell-planned internal control system the current risk management agenda consists of thefollowing elements:

- Enterprise Risk Management Policy manual clearly lays down the strategy policy andinitiatives in relation to risk management.

- A strong and independent Internal Audit Function carries out risk focused auditsenabling identification of areas where risk management processes may need to be improved.The Audit Committee of the Board reviews Internal Audit findings and provides strategicguidance on internal controls. The Audit Committee closely monitors the internal controlenvironment within the Company and ensures that Internal Audit recommendations areeffectively implemented.

- The Senior Management of the Company periodically reviews the risk managementframework to effectively address the emerging challenges in a dynamic businessenvironment.

The Policy is in compliance with the SEBI Listing Regulations which requires theCompany to lay down procedure for risk assessment and for mitigating risks.

RELATED PARTY TRANSACTIONS

Details of transaction with related parties in Form AOC- 2 are given in Annexure-3. TheCompany has entered into the related party transaction as per section 188 of the CompaniesAct 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules2014.The details of transactions with related parties as per AS-18 are disclosed in notesto accounts.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The details of Whistle Blower Policy/Vigil Mechanism existing in the Company arementioned in the Corporate Governance Report for the FY 2016-17 forming part of thisAnnual Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2014

Company has a stringent policy for prevention of sexual harassment of women atworkplace and management takes a zero tolerance approach towards those indulging in anyform of sexual misconduct. No instance of sexual harassment was reported during FY2016-17.

AUDITORS' REPORT

The Statutory Auditors Report on Standalone Financial statement and the SecretarialAudit Report for the financial year 2016-17 does not contain any qualification whichwarrants comments from the Board of Directors.

STATUTORY AUDITORS

M/s. A L P S & Co. Chartered Accountant Kolkata was appointed as a StatutoryAuditor of the Company at the Annual General Meeting of the Company held on 05.09.2016.Further in accordance with the requirements of section 139 of the Companies Act 2013Company has to rotate its Statutory Auditors from the financial year 2017-18. The Companyhas received consent from M/s A. K. Meharia & Associates Chartered Accountant Kolkataand it was proposed to appoint the aforesaid firm as the Statutory Auditor of the Companyfor the period of 5 years subject to the provisions of section 139 of the Companies Act2013 and rules made there under. Therefore approval for appointment of Statutory Auditoris being sought from the members of the Company at the ensuing Annual General Meeting.

There are no qualification(s) reservation(s) or adverse remarks or disclaimer in theAuditors Report to the Members on the Annual Financial Statements for the financial yearended 31st March 2017.

COST AUDITORS

In terms of Section 148 of the Companies Act 2013 your Directors have re-appointedM/s. N. Radhakrishnan & Co. a firm of Cost Accountants Kolkata to conduct the CostAudit for the financial year ended March 31 2017. In terms of section 148 approvals ofmembers is sought at the ensuing Annual General Meeting for payment of remuneration to thesaid auditors.

SECRETARIAL AUDITOR/AUDIT

In terms of Section 204 of the Companies Act 2013 your Directors have re-appointedMr. K. C. Khowala Practicing Company Secretary to conduct the Secretarial Audit for thefinancial year ended March 312018.

A Secretarial Audit was carried out by the Secretarial Auditor Mr. K.C. KhowalaPracticing Company Secretary pursuant to provisions of Section 204 of the Companies Act2013. The Secretarial Auditor's Report for the financial year ended March 31 2017 isattached as Annexure-4 and forms part of the Board's Report.

EXTRACT OF ANNUAL RETURN (MGT-9)

Pursuant of section 92 (3) 134(3) (a) of the Companies Act 2013 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of annual Return inForm MGT-9 is given in Annexure-5.

LEGAL ORDERS

There are no Significant/material orders of Courts/ tribunal/ regulation affecting theCompany's going concern status.

LOANS GUARANTEES OR INVESTMENTS (186)

No Loans Guarantees and investments as required under section 186 of the CompaniesAct 2013 are made during the financial year 2016-17.

PUBLIC DEPOSITS

The Company did not invite or accept any deposit from the public under Section 73 ofthe Companies Act 2013.

PARTICULARS AS PER SECTION 134(3) OF THE COMPANIES ACT 2013

The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo required under Section 134 (3) of the Companies Act 2013 readwith Rule 8 (3) of Companies (Accounts) Rules 2014 is set out in a separate statementattached to this report and forms part of it. (Annexure- 6)

ACKNOWLEDGEMENT

We express our sincere gratitude to our customers vendors investors and bankers fortheir continued support during the year. We place on record our sincere appreciation ofthe dedication and commitment of all employees in achieving excellence in all spheres ofbusiness activities.

We thank the Government of India the Customs and Excise Departments the Sales TaxDepartment the Income Tax Department the State Government and other Government agenciesfor their support and look forward to their continued support in the future.

CAUTIONARY STATEMENT

Statements forming part of the Management Discussion and Analysis covered in thisreport may be forwardlooking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.The Company takes no responsibility to publicly amend modify or revise any forwardlooking statements on the basis of any subsequent developments information or events.

By order of the Board of Directors
For Century Extrusions Limited
Vikram Jhunjhunwala
Kolkata Chairman & Managing Director
Dated: 25.05.2017

ANNEXURE TO DIRECTOR'S REPORT

Particulars of Remuneration pursuant to Section 197(12) read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year.

Sl No. Name of Director Designation

Ratio to Median Remuneration of Employees

2016-17 2015-16
1 Mr. Vikram Jhunjhunwala CMD 19:1 19:1
2 Mr. M. G. Todi Director - -
3 Mr. R. K. Sharma Director - -
4 Mr. A. K. Hajra Director - -
5 Mrs. Suhita Mukhopadhyay Director - -

Note: All the directors except Mr. Vikram Jhunjhunwala being Non-executive directorswas only entitled to sitting fee during the financial year 2016-17.

2. The percentage increase in remuneration of each director Managing Director ChiefFinancial Officer and Company Secretary:

Sl No. Name of Director Designation

Ratio to Median Remuneration of Employees

2016-17 2015-16
1 Mr. Vikram Jhunjhunwala* CMD N.A. N.A.
2 Mr. M. G. Todi Director - -
3 Mr. R. K. Sharma Director - -
4 Mr. A. K. Hajra Director - -
5 Mrs. Suhita Mukhopadhyay Director - -
6 Mr. Vishal Secretary - -

Note: a) Mr. Ashish Kumar Dhandhanya has resigned as a Company Secretary of the Companyw.e.f15.08.2016.

b) Mr. Vishal Sharma was appointed as a Company Secretary of the company w.e.f01.09.2016.

c) The Non-executive directors were paid sitting fee for attending meeting of the Boardand committees. No other form of remuneration was paid to the non-executive directorsduring FY'15-16 or FY'16-17.

3. Number of Permanent Employees on the rolls of the Company

Sl. No. Category No of persons on Roll As on March 31 2017 No of persons on Roll As on March 31 2016
1 Officers 147 156
2 Workers 186 197
Total 333 353

4. The explanation on the relationship between average increase in remuneration andcompany performance

Considering the overall increase in livelihood cost and keeping in view that noincrement in remuneration was made in FY 2016-17.

The average increase of workers' wages was as per rules and wage agreement.

There is no direct relationship between average increase in the remuneration ofemployee and key managerial Personnel with year to year financial performance of theCompany

5. Comparison of remuneration of Key Managerial Personnel against the performance ofthe Company

The remuneration paid is reasonable considering nature of industry marketremuneration profile of person and nature and responsibilities of the KMP.

6. Stock Data

Parameters 31.03.2017 31.03.2016
Closing Price (NSE) Rs. 5.40 1.70
EPS Rs. 0.15 0.11
Market Capitalisation Rs. 43.20 Cr. 13.60 Cr.
P.E Ratio 36 15.45

7. Key parameters for any variable component of remuneration availed by the directors

Non-executive Directors were only paid sitting fee for attending meetings of the Boardand its Committees. No variable pay (Commission) was paid to the Non-executive Directorsand Managing Director in FY- 2016-17.

8. The ratio of the remuneration of the highest paid director to that of theemployee who are not directors but receive remuneration in excess of the highest paiddirector during the year

There is no employee who received remuneration in excess of highest paid director (i.eManaging Director) during the year under review.

9. Affirmation regarding payment of remuneration as per the remuneration policy ofthe Company

The remuneration paid to directors Key Managerial Personnel and other employees are asper remuneration policy of the Company.

10. (a) Details of Employees who if employed throughout the financial year was inreceipt of remuneration of Rs 60 lakhs or more or if employed for part of the year was inreceipt of monthly remuneration of Rs 5 lakh or more -NIL

(b) There is no employee who received remuneration in excess of that drawn by theManaging Director. There is no employee who holds 2%or more of the equity shares of theCompany and received remuneration in excess of that drawn by the managing director.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in general meeting as required under first proviso to section 188:

NIL

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
Century Aluminium Manufacturing Co. Limited Purchase of Zinc Metals Al. Alloys Ingots and Other Raw Materials 01-04-2016 to 31-03-2017 As per mutual contract 21.05.2016 NA