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Cenlub Industries Ltd.

BSE: 522251 Sector: Engineering
NSE: N.A. ISIN Code: INE627F01011
BSE 00:00 | 25 Mar 66.25 -1.75
(-2.57%)
OPEN

69.95

HIGH

69.95

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66.25

NSE 05:30 | 01 Jan Cenlub Industries Ltd
OPEN 69.95
PREVIOUS CLOSE 68.00
VOLUME 531
52-Week high 100.00
52-Week low 42.05
P/E 6.33
Mkt Cap.(Rs cr) 31
Buy Price 66.25
Buy Qty 17.00
Sell Price 69.95
Sell Qty 180.00
OPEN 69.95
CLOSE 68.00
VOLUME 531
52-Week high 100.00
52-Week low 42.05
P/E 6.33
Mkt Cap.(Rs cr) 31
Buy Price 66.25
Buy Qty 17.00
Sell Price 69.95
Sell Qty 180.00

Cenlub Industries Ltd. (CENLUBINDS) - Director Report

Company director report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

Your Directors are pleased to inform you that the Amalgamation of M/s MinihydHydraulics Limited and M/s Ganpati Handtex Private Limited with your Company on theappointed date i.e. 1st April 2016 was approved by the Chandigarh Bench ofNational Company Law Tribunal (NCLT) on 11th September 2017. Accordingly M/sMinihyd Hydraulics Limited and M/s Ganpati Handtex Private Limited and M/s CenlubIndistries Limited have been amalgamated effective from 1st April 2016 beingthe appointed date.

The merger is expected to result in creation of a combined entity and synergy in thebusiness besides achieving economies of scale. Combining the functions and the operationsof both the companies is expected to result In better performance with the benefits in theform of better utilisation of managerial technical and the financial resources therebyenhancing the value of stakeholders. The amalgamation and restructuring is expected toresult in Operational rationalization Cost reduction better administration andorganizational efficiency.

The Directors are pleased to present their Twenty Sixth Annual Report together with theaudited financial statements (post merger of M/s Minihyd Hydraulics Limited and M/sGanpati Handtex Pvt Limited with your Company) of the Company for the financial year ended31st March 2018.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Audited Financial Results of the Company for the year ended 31st March2018 are as follows:

FINANCIAL RESULTS Amounts in (Lacs) except for EPS
Particulars 2017-18 2016-17
Revenue from Operations 3773.72 3920.64
Other Income 100.95 92.93
Total Income 3874.67 4013.57
Gross Profit Before Depreciation Interest and Tax(PBDIT) 674.12 593.28
Finance cost 120.75 181.42
Depreciation & Amortisation expense 77.96 74.55
Profit/(Loss) Before Exceptional items & Tax 475.40 337.31
Exceptional Items net (Loss)/Gain 0 0
Provision for Tax Expenses 127.18 118.40
Profit/(Loss)After Tax 348.23 218.91
Other Comprehensive Income 0 0
Total Comprehensive Income 0 0
Earnings per Equity share of Rs.10/- Basic 7.47 4.69
Earnings per Equity share of Rs.10/-Diluted(Rs.) 7.47 4.69

OPERATIONS

The revenue from operations recorded for the financial year ended 31stMarch 2018 was Rs. 3874.68 lacs as compared to Rs. 4013.57 lacs in theprevious financial year ended 31st March 2017.

PROFITABILITY

The profit before tax in financial year 2017-2018 is Rs 475.41 lacs (Rs. 337.31lacs in Financial Year 2016-2017) improved by 40.94% and profit after tax at Rs. 348.23lacs (Rs 218.91 lacs in Financial Year 2016-2017) improved by 59.07%. The growth wasrelatively lower due to the lingering impact of implementation of the Goods and ServiceTax (GST) during the year.

SHARE CAPITAL OF THE COMPANY

Pursuant to the order of Hon'ble National Company Law Tribunal Chandigarh Bench(NCLT Chandigarh) dated 11th September 2017 approving the scheme of Amalgamation andarrangement of M/s Minihyd Hydraulics Limited (Transferor Company 1) and M/s GanpatiHandtex Private Limited (Transferor Company 2) with our company i.e M/s Cenlub IndustriesLimited (Transeferee Company) the Authorized Share Capital of your company nowcomprises of 5510000 Equity shares of Rs.10/- each aggregating to Rs. 55100000/-.

Our company has allotted 674360 Equity Shares to the erstwhile shareholders of M/sMinihyd Hydraulics Limited (Transferor Company 1) on 17th October 2017 in theratio of 40:1 i.e. Forty shares of Rs. 10 each in Cenlub Industries Limited for every oneshare of Rs 100 each held in Minihyd Hydraulics Limited.

Further 131461 Equity Share held by M/s Minihyd Hydraulics Limited (TransferorCompany 1) in M/s Cenlub Industries Limited (Transferee Co) stands cancelled on account ofcross shareholding as per scheme of amalgamation .

Thus the Issued Subscribed and Paid Up Equity Share Capital of your companynow comprises of 4662899 Equity shares of Rs.10/- each aggregating to Rs. 46628990 /-

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

No material changes and commitments which could affect the Company's financial positionhave occurred since the close of the financial year i.e.31st March 2018 .Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2017-18due to increase in the commitments towards repayments to the leading Banks .

PUBLIC DEPOSITS

The Company has not accepted / renewed any deposits from the public or the Memberswithin the meaning of Section 73 of the Companies Act 2013 read with Chapter V of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during theFinancial Year 2017-2018 and as such no amount of principal or interest on depositsfrom public or the Members was outstanding as of the Balance Sheet date.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Holding Associate company or Joint venture Company. M/sGanpati Handtex Private Limited was the Subsidiary company of our company. However M/sGanpati Handtex Private Limited has been amalgamated with M/s Cenlub Industries Limited bythe order of Hon'ble National Company Law Tribunal Chandigarh Bench dated 11thSeptember 2017 and is dissolved without winding up.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. AnshMittal (DIN: 00041986) and Mr. Virendra Kumar Gupta (DIN: 00006461) being longest in theoffice shall retire by rotation at the ensuing 26th Annual General Meeting andbeing eligible offers themselves for re-appointment.

There were no changes in Directorship of the Company as well as in Key ManagerialPersonnel category during the period under review except Mr. Virendra Kumar Gupta (DIN00006461) Whole-time Director has been re-appointed as Whole-time Director for afurther period of three (3) years w.e.f. August 01 2017 at the Annual General Meetingheld on 23rd September 2017.

As on March 31 2018 your Company has Ten (10) Directors consisting of (5) ExecutiveDirectors including one (1) Woman Director and five (5) Independent Directors includingone (1) Woman Director.

None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) and (b) of the Companies Act 2013. During the period under review noNon-Executive Director of the Company had any pecuniary relationship or transactions withthe Company.

NUMBER OF MEETINGS OF THE BOARD:

A notice of the Board Meeting is circulated well in advance with the Agenda includingdetailed explanation to be discussed to enable the Board to take an informed decision.

The Board met ten (10) times during the Financial Year ended 31st March 2018viz. on 2nd May 2017 26th May 2017 31st July 2017 11thAugust 2017 13th September 2017 17th October 2017 9thDecember 2017 10th February 2018 24th February 2018 and 31stMarch 2018 in accordance with the provisions of the Companies Act 2013 and rules madethere under and Listing Regulations. Detailed information on the Board Meetings withregard to their dates and attendance of each of the Directors thereat have been includedin the Corporate Governance Report which forms part of this Board's Report.

Additionally during the Financial Year ended 31st March 2018 a separatemeeting of the Independent Directors was convened on 17th March 2018 incompliance with the requirements of Schedule IV of the Companies Act 2013 and Regulation25(3) and 25(4) of the Listing Regulations. Post the Independent Directors Meeting thecollective feedback of each of the Independent Director was discussed coveringperformance of the Board as a whole performance of the Non-Independent Directors andperformance of the Chairman.

AUDIT COMMITTEE

An Audit Committee was comprised of Shri. Dinesh Kaushal (Chairman) Shri. Ashok KumarAgarwal (Member) and Shri. Krishna Gopal Gupta (Member). However the Committee wasreconstituted by the Board of Directors of the Company on its meeting held on 11thAugust 2017 in accordance with the provisions of Section 177 of the Companies Act 2013comprises Independent Directors namely :

1. Shri. Dinesh Kaushal (Chairman) (DIN: 00006490);

2. Shri. Ashok Kumar Agarwal (Member) (DIN: 00006512); and

3. Smt. Sujata Arora (Member) (DIN: 07585453).

All the recommendations made by the Audit Committee during the Financial Year underreview were accepted by the Board.

The Audit Committee met 6 (six) times during the year i.e 24th May 2017 11thAugust 2017 12th September 2017 8th December 2017 9th February2018 and 31st March 2018.

NOMINATION AND REMUNERATION COMMITTEE

An Nomination and Remuneration Committee (‘NRC') was comprised of Shri KrishnaGopal Gupta (Chairman) Shri. Om Prakash Varma (Member) and Shri Ashok Kumar Agarwal(Member). However the Committee was reconstituted by the Board of Directors of the Companyon its meeting held on 11th August 2017 in accordance with the provisions ofSection 178(3) of the Companies Act 2013 comprises:

1. Mr. Krishna Gopal Gupta (Chairman) (DIN: 00222525);

2. Mr. Ashok Kumar Agarwal (Member) (DIN: 00006512); and

3. Smt. Sujata Arora (Member) (DIN: 07585453).

The Nomination and Remuneration Committee met 2 (Two) times during the financial yeari.e 28th July 2017 and 12th September 2017.

STAKEHOLDER RELATIONSHIP COMMITTEE

An Stakeholder Relationship Committee (‘SRC') was comprised of Shri. Ashok KumarAgarwal (Chairman) Shri Vijendra Kumar Mittal (Member) and Shri Krishna Gopal Gupta(Member). However the Committee was reconstituted by the Board of Directors of the Companyon its meeting held on 11th August 2017 in accordance with the provisions ofSection 178 of the Companies Act 2013 comprises:

1. Shri. Ashok Kumar Agarwal (Chairman) (DIN: 00006512);

2. Smt. Madhu Mittal (Member) (DIN: 00006418); and

3. Smt. Sujata Arora (Member) (DIN:07585453);

The detailed terms of reference and other information about the Committee has beenprovided in the Corporate Governance Report The Stakeholder Relationship Committee(‘SRC') met 4 (Four) times during the year i.e 29th July 2017 30thSeptember 2017 30th December 2017 and 31st March 2018.

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company's shares are available for dematerialization with National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 75.02% of theequity shares have been dematerialized up to 31st March 2018.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the Extractof the Annual Return for the financial year ended March 31 2018 made under the provisionsof Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 is attached as Annexure I which forms part ofthis Board's Report.

The Extract of Annual Return in Form MGT- 9 is also available on the Company's websitewww.cenlub.in forming part of Annual Report.

DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation16 (1) (b) of the Listing Regulations the Company has received individual declarationsfrom all the Independent Directors whose names are appended herein below confirming thatthey fulfill the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and the rules made there under to hold the office of IndependentDirector of the Company for the Financial Year ended 31st March 2018.

1. Shri. Dinesh Kaushal ;

2. Shri. Krishna Gopal Gupta ;

3. Shri. Om Prakash Varma ;

4. Shri. Ashok Kumar Agarwal ; and

5. Smt. Sujata Arora

There has been no change in the circumstances which may affect their status asIndependent director during the Financial Year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that :

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

b. Appropriate accounting policies have been selected and applied consistently.Judgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as on 31st March2018 and of the Loss of the Company for the year ended 31st March 2018;

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts have been prepared on a going concern basis

e. Internal financial controls have been laid down and followed by the Company and thatsuch controls are adequate and are operating effectively.

f. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

The Company's Internal Auditors have conducted periodical audits to provide reasonableassurance that the Company's established policies and procedures have been followed.

EVALUATION OF DIRECTORS COMMITTEE AND BOARD

In compliance with the Companies Act 2013 and Regulation17 of Listing Regulations theBoard adopted a formal mechanism for evaluating its performance and as well as that of itsCommittees and individual Directors including the Chairman of the Board. The exercise wascarried out through a structured evaluation process covering various aspects of the Boardfunctioning such as composition of the Board &Committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.

Also the Independent Directors at their meeting reviewed the performance of theBoard its Chairman and Non Executive Directors of the company.

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee has formulated necessary policy onappointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director. The Nomination & Remuneration Policy of theCompany can be accessed at www.cenlub.in

INFORMATION ON REMUNERATION

Information as per the provisions of Section 197(12) of the Companies Act2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal)Rules2014 are annexed as Annexure-II to this report.

No employee of the Company was drawing remuneration of Rupees one crore and two lacs ormore if employed for full year or Rupees eight lacs and fifty thousand or more per monthif employed for part of the year. Therefore the information required under Section 197 ofthe Companies Act 2013 read with rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure III - which forms part of this Board's Report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate and commensurate with the size scale andcomplexity of its operation. The internal controls are tested for adequacy efficiency andeffectiveness through audits by the in-house internal audit department and theobservations corrective and preventive actions are reviewed by the management and AuditCommittee of the Board of Directors.

During the Financial Year under review no material or serious observation has beenreceived from the Internal Auditors of the Company for inadequacy or ineffectiveness ofsuch controls.

INDIAN ACCOUNTING STANDARDS (IND AS) 2015

The Ministry of Corporate Affairs (MCA) vide its notification in the official Gazettedated 16th February 2015notified the Indian Accounting Standards (IND AS) which hasreplaced the existing Indian GAAP prescribed under Section 133 of the Companies Act 2013read with rule 7 of the Companies (Accounts) Rules 2014. Pursuant to the above saidnotification the Indian Accounting Standards (IND AS) 2015 is applicable on the Companyfor the accounting periods beginning on or after 1st April 2017.Hence the FinancialStatement has been prepared according to the relevant provisions of Companies (IndianAccounting Standards) Rules2015.

STATUTORY AUDITORS AND AUDITORS' REPORT

At the 25th Annual General Meeting of the Company held on 23rdSeptember 2017 the members approved appointment of M/s Sanmarks & AssociatesChartered Accountants (Firm Registration No. 003343N) as Statutory Auditors of the Companyto hold office for a period of five years from the conclusion of that Annual GeneralMeeting till the conclusion of the 30th Annual General Meeting subject to ratification oftheir appointment by members at every Annual General Meeting if so required by theCompanies Act 2013.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 7thMay 2018 amending Section 139 of Companies Act 2013 and the Rules framed thereunder the mandatory requirement for ratification of appointment of Statutory Auditor by theMembers at every Annual General Meeting has Ommitted . Accordingly no resolution is beingproposed for ratification of appointment of M/s Sanmarks & Associates CharteredAccountants as Statutory Auditors at the forthcoming Annual General Meeting.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH31 2018:

The Auditor's report given by M/s Sanmarks & Associates Chartered AccountantsStatutory Auditor on the Financial Statements of the Company for the year ended 31stMarch 2018 forms part of the Annual Report. There has been no qualification reservationor adverse remark or any Disclaimer in their Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed Ms. Apoorva Singh. Practicing Company Secretaries (Membership No.: 35621) asits Secretarial Auditor to conduct the Secretarial Audit of the Company for the financialyear 2017-2018.

The Report on Secretarial Audit for the financial year 2017-2018 in Form MR-3as Annexure IV forms integral part of this Board's Report. There has been noqualification reservation or adverse remark or any Disclaimer in their Report except non-filing of Form CHG 1 for availing Loan of Rs. 557500 (Rs. Five Lac Fifty Seven ThousandFive Hundred only) for purchase of motor vehicle during the period under review. The samehas been noted and will be filed very soon.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated Risk Management Policy andGuidelines wherein all material risks faced by the Company are identified and assessed.Moreover in the said Risk Management Policy the Board has defined a structured approach tomanage uncertainty cultivating the same in their decision making pertaining to allbusiness divisions and corporate functions. For each of the risks identifiedcorresponding controls are assessed and policies and procedures are put in place formonitoring mitigating and reporting on periodic basis.

CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to the ListingAgreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliancewith the corporate governance provisions as specified in Regulations 17 to 27 and clauses(b) to (i) of Regulation 46 (2) and Para CD and E of schedule V shall not apply tothe company. However as a good Corporate Governance Practice the company has generallycomplied with the Corporate Governance requirements and a report on Corporate Governanceforms part of this Annual report.

Certificate by M/s Sanmarks & Associates Chartered Accountants the Auditors ofthe Company confirming the compliance of the conditions of Corporate Governance formspart of this Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial condition and results ofoperations of the Company for the year under review as required under regulation 34(2)(e)of SEBI (LODR) Regulations 2015 is being given separately and forms a part of thisAnnual Report.

VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 178(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014a "Vigil MechanismPolicy" for Directors and employees of the Company is in place to report theirgenuine concern of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. Also Whistle blowercomplaints if any and their redressal are discussed at the meeting of Audit Committee ofthe Board. During the financial year under review no such complaints were received.

The details of "Vigil Mechanism Policy" are available on the website of theCompany (http://www.cenlub.in)

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place ‘Policy for Prevention and Redressal of Sexual Harassment' inline with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (hereinafter referred as "the said Act")and Rules made there under. As per the provisions of Section 4 of the said Act the Boardof Directors has constituted the Internal Complaints Committee (‘ICC') at theRegistered Office Works and at all the Regional Offices of the Company to deal with thecomplaints received by the Company pertaining to gender discrimination and sexualharassment at workplace.

As per the provisions of Section 21 & 22 of the said Act the Report on the detailsof the number of cases filed under Sexual Harassment and their disposal for the financialyear under review is as under:

Sr. No. No. of cases pending as on the beginning of the Financial Year under review No. of complaints filed during the financial year under review No. of cases pending as on the end on the Financial Year under review
1 Nil Nil Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Corporate Social Responsibility is not applicable for the Company.

RELATED PARTIES TRANSACTIONS

All contracts or arrangements entered into by the Company with Related Parties havebeen done at arm's length and are in the ordinary course of business.

The policy on Related Party Transaction as approved by the Board has been displayed onthe Company's website. Related Party disclosures as per AS-18 have been provided inNote-38 to the financial statement.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not provide any loans give guarantees or made any investments duringthe Financial Year under review which falls within the purview of Section 186 of theCompanies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALSIMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the financial year underreview and hence no information as per provisions of Section 54(1)(d) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 has been furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe financial year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 has been furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the financial year under review there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 and hence no information has been furnished.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors under sub section (12) of Section143 of the Companies Act 2013 (including amendments) during the financial year underreview which required to reported to the Audit Committee or the Board of Directors andhence as such there is nothing to report by the Board under Section 134 (3)(ca) of theCompanies Act 2013.

ACKNOWLEDGEMENT:

Your Company takes pride in all of its highly motivated officers employees andworkers who have been wholeheartedly supporting and sincerely contributing their best forthe sustained success and growth of your Company as well as maintaining harmoniousrelations throughout the Company.

Your Directors also place on record their sincere thanks and appreciation for thecontinuing support and assistance received from the financial institutions banksGovernment as well as non-government authorities customers vendors stock exchange andmembers during the period under review.

Place : Faridabad ON BEHALF OF THE BOARD OF DIRECTORS
Date : 11th August 2018 FOR CENLUB INDUSTRIES LIMITED
VIJENDRA KUMAR MITTAL VIRENDRA KUMAR GUPTA
MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN: 00006398 DIN: 00006461