Cenlub Industries Ltd.
|BSE: 522251||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE627F01011|
|BSE 00:00 | 25 Sep||35.55||
|NSE 05:30 | 01 Jan||Cenlub Industries Ltd|
|Mkt Cap.(Rs cr)||17|
|Mkt Cap.(Rs cr)||16.57|
Cenlub Industries Ltd. (CENLUBINDUSTRIE) - Director Report
Company director report
BOARD'S REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2019
To the Members
Your Directors have pleasure in presenting the 27th(Twenty-Seventh) AnnualReport on the business and operations of the Company together with audited financialstatements for the Financial statements for the Financial Year ended March 31 2019.
1. financial highlights
The financial performance of the Company for the Financial Year ended March312019 ascompared to previous year is summarized in the following table:
2. FINANCIAL STATEMENT
The financial statement is prepared in terms of provisions of Section 129 of theCompanies Act 2013 and Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ('Listing Regulations') and in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015 as amended from time to time the same forms part of this Annual Report. Thefinancial statement has been prepared on the basis of audited financial statements of yourCompany.
The Board at its meeting held on 30ttMay 2019 has recommended a Dividendof Rs. 2.50 (i.e. 25%) per equity share on the equity share of Rs. 10/- each for thefinancial year 2018-19 amounting to Rs.140.53 Lakhs (excluding dividend distributiontax). The dividend payout is subject to the approval of Shareholders at ensuing AnnualGeneral Meeting. The dividend will be paid to those members whose names appear inregister of members as on 21st September 2019.
4. TRANSFER TO RESERVES
The Board decided not to transfer any amount out of the profit for the year to thegeneral reserves.
5. PERFORMANCE OF THE COMPANY
The financial year 2018-19 has been a record year for your Company with strong revenueand profit growth. In the financial year 2018-19 the revenue of the Company increased by27.47% and Profit after Tax increased by 41.90% as compared to the last financial year2017-18 on a standalone basis.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT2013
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.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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 in Note-38 to the financialstatement.
8. PUBLIC DEPOSITS
During the Financial Year 2018-2019 the Company has not accepted / renewed anydeposits from the public or the Members within the meaning of Section 73 of the CompaniesAct 2013 read with Chapter V of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest on deposits frompublic or the Members was outstanding as of the Balance Sheet date.
9. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
10. RISK MANAGEMENT POLICY
The Company has a Risk Management framework in place which is designed to identifyassess and monitor various risks related to
key business and strategic objectives and lead to the formulation of a mitigation plan.All identified risks are categorized based on a matrix of likelihood of occurrence andimpact thereof and a mitigation plan is worked out to the extent possible. Major risks inparticular are monitored regularly at meetings of the Executive Risk Committee and theBoard of Directors of the Company is kept abreast of such issues.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There are no adverse material changes or commitments occurred after March 312019 whichaffects the financial position of the Company or may require disclosure.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulators/Courts that wouldimpact the Going concern status of the Company and its future operations.
13. STATE OF COMPAN'Y 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 stipulated underRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is presented in a separate section forming part of this Annual Report.
14. SHARE CAPITAL
The paid -up Equity Share Capital of the Company as on March 312019 stood at Rs.46628990.
During the year under review the Company has not issued shares with the differentialvoting rights nor granted any stock options or sweet equity. As on March 312019 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.
15. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND('IEPF')
Pursuant to the provisions of the Companies Act 2013 and Investor Education andProtection Fund Authority (Accounting) Audit Transfer and Refund) Rules2016(IEPF)Rules) the declared dividends which remained unpaid or unclaimed for a period of 7(seven) years and shares thereof shall be transferred by the company to the InvestorsEducation and Protection Fund (IEPF)established by the Central Government.
Accordingly during the year the company has transferred the unpaid or unclaimeddividend for a period of 7(seven) years from the date they become due for payment alongwith the shares thereof to IEPF account.The shareholders have an option to claim theirshares and/or amount of dividend transferred from IEPF. No claim shall be entertainedagainst the Company for the amounts and shares transferred.
The list of equity shareholders whose shares are transferred to IEPF can accessed onthe website of the Company www.cenlub.in
The Company has sent notices to respective shareholders who have not claimed dividendfor 7 (seven) consecutive years and whose shares are liable to be transferred to IEPFduring the financial year 2019-20. The newspaper advertisement stating the same has alsobeen published in the newspapers. The list of equity shareholders whose shares are liableto be transferred to IEPF can be accessed on the website of the Company at
16. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act2013an extract of theAnnual Return of the company in Form MGT- 9 is appended as Annexure"A" to this Report.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors and external consultant(s) including audit of internal financialcontrols over financial reporting by the statutory auditors reviews performed by themanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2018-19.
Accordingly pursuant to Section 134(5) of the Companies Act 2013the Board ofDirectors to the best of their knowledge and ability confirm that:
(i) in the preparation of annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year2018-19and of the profit of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) Internal financial controls have been laid down and followed by the Company andthat such controls are adequate and are
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of provisions of the Companies Act 2013 and the Articles of Association ofthe Company Mrs.Madhu Mittal (Din:00006418) and Mr. Aman Mittal (Din: 00006435)Executive Directors of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible have offered themselves for re-appointment.
There was no change in the directorship of the Company during the year under reviewexcept the following:
1. Mrs. Madhu Mittal has been re-appointed as Executive Director for a period of3(three) years w.e.f. April 12019 subject to the approval of Members.
2. Mr. Ansh Mittal has been re-appointed as Executive Director for a period of 3(three)years w.e.f. May 12019 subject to the approval of Members.
3. Mr. V.K. Mittal has been re-appointed as Managing Director for a period of 3(three)years w.e.f. June 12019 subject to the approval of Members.
4. Mr.Aman Mittal has been re-appointed as Executive Director for a period of 3(three)years w.e.f. August 12019subject to the approval of Members.
5. Mrs. Santosh Verma was appointed as an Additional Director in the capacity of anIndependent Director on the Board of the Company with effect from 1st April2019 and being eligible offers herself to be appointed as Director as well as IndependentDirector at the ensuing Annual General Meeting for a term of five years.
6. As per the Retirement Policy for Non-Executive Directors of the Company Mr.OmPrakash Verma(DIN:0149756) has resigned from the Board of the Company from the closureof working hours on 30.03.2019. The Board places on record its sincere appreciation of thecontribution made by Mr. Om Prakash Varma during their tenure with the Company.
7. Mr. Krishna Gopal Gupta was appointed as Non-Executive Independent Directors for aperiod of 5 (five) years from November 13.11.2014.Based on the recommendation of theNomination and Remuneration Committee their re-appointment for a second term of 5(five)years is proposed at the ensuing AGM for the approval of the Members by way specialresolution.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section 149(6)of the Companies Act2013 and Regulation 25 of SEBI(Listing Obligations and DisclosureRequirements) Regulations2015.
The disclosure pertaining to Directors being appointed/re-appointed as requiredpursuant to Regulation 36 of the SEBI Listing Regulations given in the explanatorystatement to the Notice convening the 27th Annual General Meeting of theCompany for reference of the Shareholders.
19. NUMBER OF BOARD MEETINGS
The Board met Nine (9) times during the Financial Year ended 31st March2019. For further details please refer to Report on Corporate Governance enclosed to thisreport.
20. BOARD EVALUTION
The Board of Directors has carried out an annual evaluation of its own performance theperformance of different committees and the performance of independent directors of thecompany pursuant to the provisions of Companies Act 2013 SEBI Listing Regulations and theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onMay 24 2017. The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. In a separate meeting of independent directorsthe performance of non-independent directors the Chairman of the Company and the board asa whole was evaluated taking into account the views of executive directors andnon-executive directors.
21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized through variousprogrammes on a continuingbasis including the following:
(a) nature of the industry in which Company operates;
(b) business model of the Company;
(c) roles rights responsibilities of Independent Directors etc.
The familiarization programme along with terms and conditions of appointment ofIndependent Directors isdisclosed on the Company's website www.cenlub.in
22. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 (12) of theAct read with Rule 5 of theCompanies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as'Annexure B'.
23. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination &Remuneration Committee hasframed a policy for selectionand appointment of Directors Senior Management and theirremuneration. The remuneration paid to the Directors andthe Senior Management is as perthe Managerial Remuneration Policy of the Company. Brief details of theManagerialRemuneration Policy are provided in the Corporate Governance Report.
The Nomination & Remuneration Policy of the Company canbe accessed at
24. CORPORATE GOVERNANCE
As required under Regulation 34 read with Schedule V of Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinaftercalled "the Listing Regulations") a separate report on Corporate Governance isenclosed as a part of this Annual Report duly certified by M/s Jain Viney&Associates Practicing Company Secretaries confirming the compliance of the conditions ofCorporate Governance.
25. SUBSIDIARY COMPANIES
The company does not have any subsidiary Joint Venture or Associate Company
26. AUDIT COMMITTEE
The Audit Committee comprised of Mr. Dinesh Kaushal (Chairman) Mr. Ashok Kumar Agarwal(Member) and Mrs. Sujata Arora (Member)
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. Details of the meeting held arementioned the Report on Corporate Governance attached to this report.
27 . NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is comprised of Mr. Krishan Gopal Gupta(Chairman) Mr. Ashok Kumar Agarwal (Member) and Mrs. Sujata Arora (Member)
The Nomination and Remuneration Committee met one time during the financial year i.eon28**' March 2019.
28. STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee is comprised of Mr. Ashok Kumar Agarwal(Chairman)Mrs.Madhu Mittal (Member) and Mrs. Sujata Arora (Member)
The Stakeholder Relationship Committee ('SRC') met 4 (Four ) times during the year
The detailed terms of reference and other information about the Committee has beenprovided in the Corporate Governance Report
A: 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 themandatory requirement for ratification of appointment of Statutory Auditor by the Membersat every Annual General Meeting has Omitted. Accordingly no resolution is being proposedfor ratification of appointment of M/s Sanmarks& Associates Chartered Accountants asStatutory Auditors at the forthcoming Annual General Meeting.
The Auditor's Report for FY 2018-19 does not contain any qualification reservation oradverse remark. The Auditors 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 Secretaries (Membership No.: 35621) asits Secretarial Auditor to conduct the Secretarial Audit of the Company for the financialyear 2018-2019.
The Report on Secretarial Audit for the financial year 2018-2019 in Form MR-3as Annexure C forms integral part of this Board's Report. There has been noqualification reservation or adverse remark or any Disclaimer in their Report.
C. INTERNAL AUDIT
During the Financial year ended 31st March 2018 your Company has appointed M/s.Sanjeev Meenu& Co. Chartered Accountants as Internal Auditors to carry out theInternal audit of the Company. The reports of the Internal auditors along with commentsfrom the management replaced 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. 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.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision of Corporate Social Responsibility doesnot applicable to the Company.
31. OBLIGATION OF COMPANY UNDER THE SEXUL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION AND 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 tosexual harassment at work place ofany women employee.
The Company had adopted a policy for prevention of Sexual Harassment of Women atworkplace and had set up aCommittee 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:
The Prevention of Sexual Harassment Policy of the Company can be accessed at
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the requirements of the Companies Act 2013and Regulation 22 of ListingRegulations the Companyhas a vigil mechanism to deal with instance of fraudandmismanagement if any. The details of the vigil mechanismare displayed on the websiteof the Company http://www.cenlub.in. During the year2018-2019 the policy has been amended in view ofthe changes in listing regulations tocover instances relatingto insider trading i.e. reporting instances of leak of UPSIorsuspected leak of UPSI by employees and taking appropriateactions on such reporting. TheAudit Committee reviews thefunctioning of the vigil / whistle blower mechanism from timetotime. There were no allegations / disclosures / concernsreceived during the year underreview in terms of the vigilmechanism established by the Company.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNING AND OUTGO
A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3) (m) of the CompaniesAct2013 read with Rule 8 of the Companies (Accounts) Rules2014 is provided in AnnexureDto this Report.
34. GREEN INITIATIVE:
In an effort to make the Earth a better place to live the green movement has beensweeping all over the globe. Not only the individuals but companies and government arealso taking different steps to protect the environment. The Companies Act 2013 & SEBIRegulations is a step forward in promoting"Green Initiative" by providing forservice of documents bya Company to its Members through electronic mode. The move of theregulators allows public at large to contribute to the green movement. To support thisgreen initiative of the Government in full measure and in order to save the naturalresources Members who has not registered their e-mail addresses so far are requested toregister their e-mail address for receiving all communication including Annual ReportNotices Circulars etc. from the Company electronically.
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
36. 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.
37. 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.
38. 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.
39. 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.
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. We also placed on records the guidance and support wereceived from our Auditors- Statutory auditors internal auditors secretarial auditorsand other professionals which enables us to comply with the all the applicable provisionsof law as applicable to us and enable us to follow the true spirit of corporategovernance in both letter and spirit besides enhancing shareholder value.
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.