To the Members
Your Company's Directors have pleasure in presenting the Board's Report along with theAudited Financial Statements for the Financial Year ended March 31 2021.
1. Review of Operations
Your Company's performance during the Financial Year as compared with that during theprevious Financial Year is summarized below:
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Particulars ||Year Ended March 31 2021 ||Year Ended March 31 2020 |
|Revenue from Operations ||4096.20 ||3903.73 |
|Exceptional Items ||0 ||103.82 |
|Other Income ||136.81 ||116.28 |
|Total Income ||4233.01 ||4123.83 |
|Total Expenditure other than Finance Costs and || || |
|Depreciation and Amortisation ||3453.73 ||3510.29 |
|Profit before Finance Costs Depreciation and Amortisation ||779.28 ||613.54 |
|Depreciation and Amortisation ||95.89 ||96.54 |
|Profit before Finance Costs and Tax ||683.39 ||517.00 |
|Finance Costs (net) ||106.96 ||110.14 |
|Profit / (loss) before Tax ||576.43 ||406.86 |
|Provision for Current Tax ||141.77 ||98.65 |
|Provision for Deferred Tax ||33.39 ||31.85 |
|Net Profit / (loss) ||401.27 ||276.36 |
|Other comprehensive income ||10.66 ||-13.38 |
|Total comprehensive income ||411.93 ||262.95 |
2. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on March 312021 stood at Rs.46628990.
During the year under review the Company has not issued any shares with thedifferential voting rights nor granted any stock options or sweet equity. As on March 312021 none of the Directors of the Company hold instruments convertible into equity sharesof the Company.
3. PERFORMANCE OF THE COMPANY
The outbreak of COVID-19 pandemic globally and in India has caused a significant socialand economic disruption. Your Company has diligently followed all the Government issuedguidelines including adoption of social distancing norms at workplace and necessaryprecautions for all employees on an ongoing basis.
In the first few months of this financial year overall demand slumped due to mandatorylockdowns as such adversely impacting your Company's production and capacity utilization.In this difficult period your Company focused hard on cost optimization digitalizationacross all functions including the shop floor and a heightened focus on customers and newproduct development.
Despite the moderate operating performance your Company has endeavored to maintain astrong balance sheet. Your Company is well positioned and committed to further strengthenfinancial performance in future.
The operations of your Company in India and globally resumed in a phased manner in midMay 2020 however with utilization at sub-optimal levels. In these difficult times yourCompany continued to fulfill customer's demands in India and globally while also ensuringthe safety and well-being of its employees which was very well acknowledged and Highlyappreciated by customers.
The balance sheet at the end of financial year continues to be robust with significantlevel of liquidity.
During the Financial Year ended on 31st March 2021 your Company has achievedon standalone basis total income from operational turnover of Rs. 4233.01 Lakhs as againstRs. 4123.82 Lakhs in the previous Financial Year and the Profit after Tax is 411.93 Lakhsas against Profit after Tax of 262.95 Lakh in the previous Financial Year.
Due to additional borrowings made during the year there is an increase in thecommitments towards repayments to the leading Banks. As such Board of Directors feelsappropriate not to recommend any dividend for the Financial Year 2020-2021.
During the year under review the Company does not propose to transfer any amount tothe General Reserve.
6. CHANGE IN CONTROL AND NATURE OF BUSINESS
There is no change in control and nature of business activities during the period underreview.
7. BUSINESS TRANSFER
There is no transfer of business during the period under review.
Your Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2021. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act 2013 and the Rules made there under.
|S. No. Particulars ||Amt. in Rs. |
|1. Details of Deposits accepted during the year ||Nil |
|2. Deposits remaining unpaid or unclaimed at the end of the year ||Nil |
|3. Default in repayment of deposits || |
|At the beginning of the year || |
|Maximum during the year || |
|At the end of the year ||Nil |
|4. Deposits not in compliance with law ||N.A. |
|5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed ||N.A. |
Further your Company has already filed Form DPT-3 for the F.Y. ended on 31.03.2021 forthe amount received by the Company which is not under the purview of section 73 of theCompanies Act2013 read with Companies (Acceptance of Deposits) Rules 2014 as amendedfrom time to time.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTI ON 186 OF THECOMPANIES ACT 2013 ("ACT ")
Particulars of loans guarantees and investments covered under Section 186 of the Actforms part of notes to the financial statements provided in this Annual Report. Hence nofurther disclosure is being given to avoid repetition.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the period under review all related party transactions that were entered wereon arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KMPsor other designated persons which may have a potential conflict with the interest of theCompany at large. Since there is no material related party transactions in the company.Therefore the company is not required to attach Form AOC -2 with this report.
Separate disclosure as per regulation 34(3) and 53(f) of SEBI (LODR) Regulations 2015is made in the report . The policy on Related Party Transactions duly approved by theBoard has been posted on the Company's website http://cenlub.in
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Members at the 28th Annual General Meeting of the Company held on 30th September2020 pursuant to the provisions of Section 152 approved the appointment of Mr. AnshMittal (00041986) Executive Director who was liable to retire by rotation and beingeligible offered himself for reappointment and also approved the re-appointment of Mr.Virendra Kumar Gupta for a period of one year w.e.f. 01st August 2020 as the whole timedirector of the company.
In terms of provisions of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Virendra Kumar Gupta (DIN: 00006461) Whole Time Director of the Companyretire by rotation at the ensuing Annual General Meeting and being eligible have offeredthemselves for re-appointment.
Based on the recommendation of the Nomination and Remuneration Committee of theCompany the Board of Directors of the Company has appointed Mrs. Madhu Mittal (DIN:00006418) as Managing Director & CEO for a period of 3 (three) years commencing fromJuly 1 2021 & has re-appointed Mr. Virendra Kumar Gupta (DIN: 00006461) as the WholeTime Director & CFO of the Company for a period of 1 (one) year commencing fromAugust 01 2021. The appointment is subject to approval of the shareholders. Accordinglythe resolution for appointment of Mrs. Madhu Mittal and Mr. Virendra Kumar Gupta formspart of Notice convening the 29th Annual General Meeting.
The first term of Mr. Ashok Kumar Agarwal as an Independent Director has been expiredon 31st July 2021. Mr. Ashok Kumar Agarwal has given his consent to act as an Independentdirector for a further term of five years from 1st August 2021 to 31st July 2026. TheNomination & Remuneration Committee and the Board of Directors have subject to theapproval of the Members approved the appointment of Mr. Ashok Kumar Agarwal as anIndependent Director for a second term from 1st August 2021 to 31st July 2026. In thisrespect a special resolution forming part of the notice calling 29th AGM is proposed tobe passed at the AGM.
The first term of Mrs. Sujata Arora as an Independent Director expired on 12th August2021. Mrs. Sujata Arora has given his consent to act as an Independent director for afurther term of five years from 13th August 2021 to 12th August 2026. The Nomination& Remuneration Committee and the Board of Directors have subject to the approval ofthe Members approved the appointment of Smt. Sujata Arora as an Independent Director fora second term from 13th August 2021 to 12th August 2026. In this respect a specialresolution forming part of the notice calling 29th AGM is proposed to be passed at theAGM.
The first term of Mr. Dinesh Kaushal as an Independent Director will expire on 29thSeptember 2021. Mr. Dinesh Kaushal has given his consent to act as an Independentdirector for a further term of five years from 30th September 2021 to 29th September2026. The Nomination & Remuneration Committee and the Board of Directors have subjectto the approval of the Members approved the appointment of Mr. Dinesh
Kaushal as an Independent Director for a second term from 30th September 2021 to 29thSeptember 2026. In this respect a special resolution forming part of the notice calling29th AGM is proposed to be passed at the AGM.
The company has accepted the resignation from Mr. Krishna Gopal Gupta IndependentDirector of the company w.e.f. 14/08/2021 due to his personal reasons.
Independent Directors' Declaration
The Company has received the necessary declarations from each Independent Director inaccordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of theListing Regulations that he / she meets the criteria of independence as laid out inSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In theopinion of the Board there has been no change in the circumstances which may affect theirstatus as Independent Directors of the Company and the Board is satisfied of theintegrity expertise and experience of all Independent Directors on the Board.
12. BOARD EVALUATION
The Board of Directors of the Company is committed to get its Performance evaluated inorder to identify its strengths and areas in which it may improve its functioning. To thatend the Nomination and Remuneration Committee (NRC) has established the process forevaluation of performance of Directors including Independent Directors the Board and itsCommittees. The evaluation of performance of Executive Directors is done by IndependentDirectors.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria and process forperformance evaluation of the Non-Executive Directors and Executive Directors to judge theknowledge to perform the role time and level of participation performance of dutiesprofessional conduct independence etc. The appointment/re-appointment/ continuation ofDirectors on the Board shall be based on the outcome of the evaluation process.
During the year under review as per the policy for the performance evaluation formalevaluation of performance of Directors including Independent Directors the Board and itsCommittees was made by the Independent Directors and the NRC in their respective meetingsand the evaluation result was placed before the Board for its information andconsideration.
During the year Eight (8) Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013/SEBI (LODR) Regulations 2015.
14. INTERNAL CONTROL AND THEIR ADEQUACY
The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been established in the Company and that such controls areadequate and operating effectively. The Company has laid down certain guidelines andprocesses which enables implementation of appropriate internal financial controls acrossthe organization. Such internal financial controls encompass policies and proceduresadopted by the Company for ensuring orderly and efficient conduct of business includingadherence to its policies safeguarding of its assets prevention and detection of fraudsand errors the accuracy and completeness of accounting records and the timely preparationof reliable financial information.
The Statutory Auditors in their audit report have opined that these controls areoperating effectively. The Audit team develops an audit plan based on the risk profile ofthe business activities. The annual internal audit plan is approved by the AuditCommittee which also reviews compliance to the plan. The Internal Audit team monitors andevaluates the efficacy and adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action(s) in their respective area(s) and thereby strengthen the controls.Significant audit observations and corrective action(s) there on are presented to theAudit Committee.
The Audit Committee reviews the reports submitted by the Internal Auditors.
The Board has implemented systems to ensure compliance of all applicable laws. Thesesystems were effective and operative. At every quarterly interval the Managing Directorand the Company Secretary place before the Board a certificate certifying compliance oflaws and regulations as applicable to the business and operations of the Company afterobtaining confirmation from all business unit and functional heads responsible forcompliance of such applicable laws and regulations.
During the Financial Year no frauds were reported by auditors in terms of section143(12) of the Companies Act 2013.
15. RISK MANAGEMENT
The Company has a well-defined process to ensure the risks are identified andmitigation steps are put in place. The Company's Risk Management process focuses onensuring that these risks are identified on a timely basis and reasonably addressed. TheAudit Committee oversees financial risks and controls. Major risks are identified by thebusinesses and functions and these are systematically addressed through mitigating actionson continuing basis.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no adverse material changes or commitments occurred after March 31 2021which may affect the financial position of the Company or may require disclosure.
17. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
18. STATE OF COMPAN Y'S AFFAIRS
Discussion on state of affairs of the Company has been covered as part of theManagement Discussion and Analysis (MDA). MDA for the year under review as stipulatedunder Regulation 34 of Listing Regulations is presented in a separate section formingpart of this Annual Report.
19. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF')
Pursuant to the provisions of the Act and Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules")as amended from time-to-time the declared dividends which remained unpaid or unclaimedfor a period of 7 (seven) years and shares in relation to such unpaid / unclaimed dividendshall be transferred by the Company to the Investor Education and Protection Fund (IEPF)established by the Central Government.
Accordingly during the year there was no amount which remains unpaid or unclaimeddividend for a period of 7 (seven) years from the date they became due for payment alongwith the shares thereof to IEPF. The shareholders have an option to claim their sharesand / or amount of dividend transferred to IEPF if any. No claim shall be entertainedagainst the Company for the amounts and shares so transferred during the years.
The details of the nodal officer appointed by the company under the provisions of IEPFis available on the Company's website at http:// cenlub.in
The investors may claim their unpaid dividend and the shares from the IEPF Authority byapplying in the Form IEPF-5 and complying with the requirements as prescribed.
The list of equity shareholders whose shares are transferred to IEPF can be accessed onthe website of the Company at the link: https:// www.cenlub.in.
20. ANNUAL RETURN
In accordance with Sections 92(3) read with 134(3)(a) of the Act the Annual Return ofthe Company as on March 312021 will be available on the website of the Company at:https://www.cenlub.in once it will be filed by the company. Annual Return for thefinancial year ended 31st March 2020 is available at the website of the Company at:https://www.cenlub.in/InvestorRelations
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that:-
a) that in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that the Directors have selected such accounting policies and applied themconsistently and have made judgment and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2020 and of the statement of profit and loss of theCompany for that period;
c) 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 otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f ) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
22. FAMILIARISATION PROGRAMME
The Company regularly provides orientation and business overview to its Directors byway of detailed presentations by the various business and functional heads at Boardmeetings and through other interactive programs. Such meetings/programs include briefingson domestic and global business of the Company. Besides this the Directors are regularlyupdated about Company's new projects R&D initiatives changes in regulatoryenvironment and strategic direction.
The Board members are also provided relevant documents reports and internal policiesto facilitate familiarization with the Company's procedures and practices from time totime.
The details of programmes for familarisation for Independent Directors are posted onthe website of the Company and can be accessed at: www.cenlub.in
23. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The statement showing details of the remuneration to MD/WTD (as per clause-iv ofsection-ii of part-ii of schedule v): given as "Annexure-B."
There are no employees of the Company drawing remuneration requiring disclosure ofinformation under Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules2014.
All elements of the remuneration package such as salary benefits bonuses stockoptions and pension: The details are given in clause- VI (A) of MGT-9 attached to thisreport as Annexure-A.
24. COMMITTEES OF THE BOARD
In accordance with the Companies Act 2013 and SEBI (LODR) Regulations 2015 and otherpurposes the Board has constituted the following committees:
i) Audit Committee ii) Nomination and Remuneration Committee iii) Stakeholders'Relationship Committee
Apart from the aforesaid committees under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Company has also constituted Internal Complain Committee (ICC) underthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. A detailed note on the Committees is provided in the Corporate GovernanceReport.
25. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company inter-alia provides that theNomination and Remuneration Committee shall formulate the criteria for appointment ofDirectors on the Board of the Company and persons holding Senior Management positions inthe Company including their remuneration and other matters as provided under Section 178of the Act and Listing Regulations. The Policy is also available on the Company's websiteat: https:// www.cenlub.in
26. CORPORATE GOVERNANCE
The Company has been practicing the principles of good Corporate Governance over theyears. A separate section on corporate governance and a certificate from the PracticingCompany Secretary regarding compliance of conditions of Corporate Governance as stipulatedunder the Listing Regulations forms part of this Annual Report. The Chairman and ManagingDirector and the Chief Financial Officer of the Company have certified to the Board onfinancial statements and other matters in accordance with the Regulation 17 (8) of theListing Regulations pertaining to CEO/CFO certification for the financial year ended March31 2021.
27. SUBSIDIARIES JOINT VENT URES AND ASSOCIATE COMPANIES
The company does not have any subsidiary Joint Venture or Associate Company
28. AUDIT COMMITTEE
The Audit Committee comprises of Mr. Dinesh Kaushal - Chairman of the Committee andIndependent Director Mr. Ashok Kumar Agarwal -Independent Director and Mrs. Sujata Arora- Independent Director.
All the recommendations made by the Audit Committee were deliberated and accepted bythe Board during the financial year 2020-21.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theAct read with Rule 8 of the Companies (Accounts) Rules 2014 are appended as Annexure"C" to this report.
A: STATUTORY AUDITORS AND AUDITORS' REPORT
At the 25th Annual General Meeting of the Company held on 23rd September 2017 M/sSanmarks & Associates Chartered Accountants Faridabad (Firm Registration No.003343N) were appointed as Statutory Auditors to hold office upto the conclusion of the30th Annual General Meeting of the Company to be held in the year 2022.
The Auditor's Report for FY 2020-21 does not contain any qualification reservation oradverse remark. The Auditor's Report is enclosed with the Financial Statements in thisAnnual Report.
B. 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 Secretary (Membership No.: 35621) asits Secretarial Auditor to conduct the Secretarial Audit of the Company for the financialyear 2020-2021.
The Report on Secretarial Audit for the financial year 2020-21 in Form MR-3 as"Annexure D" forms integral part of this Board's Report. There has beenno qualification reservation or adverse remark or any Disclaimer in their Report exceptthe remarks related to non-compliance with the provisions of Regulation 17(2A) andRegulation 23 (9) of SEBI LODR and consequent receiving of show cause notice from BSE. Thedetailed remarks alongwith the reasons/observations/comments are given in the secretarialaudit report which are self-explanatory and does not require further comments from theBoard.
C. INTERNAL AUDIT
For the Financial year ended 31st March 2021 your Company has appointed M/s. SanjeevMeenu & Co. Chartered Accountants as Internal Auditors to carry out the Internalaudit of the Company. The reports of the Internal auditors along with comments from themanagement are placed for review before the Audit Committee. The Audit Committee inconsultation with the Statutory Auditor also scrutinizes the audit plan and the adequacyof Internal controls.
D. COST AUDITOR
Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Amendment Rules 2014 appointment of cost auditor is not applicable to thecompany.
E. REPORTING OF FRAUD BY AUDITORS
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.
31. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The provision of Corporate Social Responsibility does not applicable to the Company.
32. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
As per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act2013 every Company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.
The Company had adopted a policy for prevention of Sexual Harassment of Women atworkplace and had set up a Committee for implementation of said policy.
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 |
The Prevention of Sexual Harassment Policy of the Company can be accessed athttp://www.cenlub.in/investorrelations/policies-codes/
33. VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations and in accordance with the requirements of Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 the Board of Directors hadapproved the Policy on Vigil Mechanism/Whistle Blower and the same is made available onthe website of the Company.
The mechanism under the Policy has been appropriately communicated within theorganisation. This Policy inter-alia provides a direct access to the Chairman of the AuditCommittee.
During the year under review the Company has not received any complaints under thesaid mechanism. The Whistle Blower Policy of the Company has been displayed on theCompany's website at the link: https://www.cenlub in and attached as Annexure-E.
34. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.
Your Directors place on record their sincere appreciation and gratitude for all theco-operation extended by Government Agencies Bankers Financial Institutions BusinessAssociates and investors and all other stakeholders. The Directors also record theirappreciation for the dedicated services rendered by all the Executive Staff and Workers ofthe Company at all levels in all units and for their valuable contribution in the workingand growth of the Company.
|Place : Faridabad || ||ON BEHALF OF THE BOARD OF DIRECTORS |
|Date : 14th August 2021 || ||FOR CENLUB INDUSTRIES LIMITED |
| ||MADHU MITTAL ||VIRENDRA KUMAR GUPTA |
| ||CHAIRMAN/MANAGING DIRECTOR ||WHOLE TIME DIRECTOR |
| ||DIN: 00006418 ||DIN: 00006461 |