CENTENIAL SURGICAL SUTURE LIMITED
ANNUAL REPORT 2011-2012
DIRECTOR'S REPORT
To the Shareholders,
Your Directors have pleasure in presenting the Annual Report together with
the audited Accounts for the year ended March 31, 2012.
The financial year 2011-2012 under review was unusual and one of the most
challenging in memory, marked by a global slowdown, extreme currency
volatility, prominent and severe natural disasters - particularly in Japan.
The tragic earthquake and tsunami in Japan in March 2011, shows the
vulnerability of our company's atraumatic needle supply to external shocks
and were severely impacted by the earthquake and tsunami and its
aftereffects. The Company however, managed to avoid any significant
production disruption by working with its reserve inventory and overall
supply base to temporarily resource atraumatic needles and help our
Japanese suppliers to stablise production.
Financial Performance
Financial Results of the Company's operation for the year under review are
as follows:
Rs. in Lakhs
For the year ended March 31 2012 2011
Net Profit before Depreciation & Taxation 310.52 385.63
Less: Depreciation 58.76 64.69
Provision for Deferred Taxation 0.00 0.13
Provision for Taxation/Written Off 100.87 112.95
Net Profit/(Loss) 150.89 207.85
Add: Balance from Last Year 896.05 688.20
Prior Period Profit adjustments 0.00 0.00
Less: Appropriation 0.00 0.00
Transfer to Reserves Loss carried to 1046.94 896.05
Balance Sheet
The year under review witnessed a lot of challenges with growing
competition and changes in surgeons/customers preference. The key challenge
was to concurrently lay emphasis on the short term actions to restore
market position, substantial product development, marketing efforts and the
long term initiatives aimed to grow the fastest growing segments/regions.
As you are aware, your Company is pursuing the vision to be in volume
business so as to distribute costs more effectively. Views differ on how
long this trend of uncertain outlook would continue but the Company is
prudently building a measure of flexibility into its plans to meet any
eventuality but at the same time is not diluting its product market
capability build up to national player. Further details of operations are
given in the management discussion and analysis report, which forms part of
this report. During the Financial Year 2012 - 2013, the Company will
continue to focus on driving in its established key growth brands and
launching new brands in the market. Promoting commercial innovation to
bring value to customers in an ethical manner is a priority for the
Company. Various innovative marketing methods have been initiated to
achieve this goal. In case of surge in demand, the Company has adequate
capacity to manufacture sutures required for the business. Further, the
company is reviewing the production plan at regular intervals and has the
ability to add modules of capacity to short cycle times to meet demand
increases. This commercial innovation will continue to remain a focus area
for the year 2012 - 2013. The Company will continue to build on the
strengths and ever endeavoring to be surgeon centric and your Company is
confident to address the opportunities that the new financial year offers
and overcome the challenges. Your Company has always placed primacy on
quality and technology leadership for growth and believes it will continue
to stand them in good stead. In summary, the Company has prepared well for
the challenging economic scenario expected in the future, reasonable growth
as well as the upcoming competition in the Suture industry. To live up to
these responsibilities, now and in the future, the Company is recalibrating
business model with a definite and reasonable objective and further sharpen
our focus on ways and means to rationalize cost, economies of scale,
insulation against raw material price volatility to cater our domestic
customers.
CENTENIAL SURGICAL SUTURE LTD., is well known in the suture industry as a
manufacturer of superior atraumatic needled surgical sutures. Everything
that CENTENIAL SURGICAL SUTURE LTD., manufactures is backed by years of
experience. SUTURES bearing the CENTENIAL SURGICAL SUTURE LTD., name are of
correct design and superior quality. Each suture is fully guaranteed as to
quality and workmanship. Today, in addition to the recognition for
excellence achieved in the areas of Cardiovascular Sutures, CENTENIAL
SURGICAL SUTURE LTD., also provides a broad range of medical devices
manufactured to our traditionally high standards of quality and value. We,
at CENTENIAL, remain steadfast in our vision of making CENTENIAL an
outstanding global sutures provider and an institution of excellence which
operates on the principles of Quality and Ethics ~ a sales & marketing
network that leverages learning across geographies the finest sutures ~ all
to the ultimate benefit of the patient.
This vision positions CENTENIAL as a leader in an industry where the gap,
between demand for Quality sutures and to meet that demand, remains
enormous. India becoming important market for healthcare increases in
parallel with economic growth. CENTENIAL recognises this opportunity and
working towards becoming the company of choice for sutures.
The business year 2011 - 2012 has seen your company strengthen its base as
it advances closer towards realising its ambitious vision, untiring
dedication and commitment. This has been an eventful year with a
significant release of numerous codes of antibacterial sutures on the
domestic front. A strong presence across India helped CENTENIAL build a
solid platform that has positioned us for international growth, in line
with the company's strategy to extend its presence globally and meet growth
opportunities in alignment with our vision.
At the end of this fiscal, CENTENIAL has emerged even stronger and more
prepared for the next year. CENTENIAL's leadership team was demonstrated
our capability and strategic intent, and we will continue to explore other
growth opportunities in alignment with our vision. We are confident about
the future and grateful for the goodwill and support of our Surgeons. We
take this opportunity to thank all the surgeons for their continuing
support. I am also indebted to the members of the CENTENIAL Board for their
guidance and to the employees of the CENTENIAL.
Two of the three pivotal of the Human Development index are Health and
Education. This underlines the fact that the growth and development of any
country is largely dependent on the state of its health and education
dispensing systems and structures. While advancement has been made by INDIA
in both these spheres, the potential for improvement still remains immense.
Recognising the importance of health in the process of economic and social
development and in improving quality of life, the Indian government has
launched various schemes. Apart from reforms on the public healthcare
front, there are initiatives by the central government which have helped in
promoting private participation in the healthcare sector. The government is
giving tax incentives to hundred-bed hospital to encourage private players
to set up new Greenfield hospital's across India. Your company is engaged
in the business of improving and saving lives; it is humbling to think of
impact we make each day on the thousand of people that seek our sutures and
medical devices for themselves and their loved once. We clearly have an
integral role to play in India's development and a duty to deliver quality
SUTURES with a compassionate approach, in a caring environment, to those
that need sutures & medical devices.
CENTENIAL, through its various upcoming products will add considerably to
its sales in the coming years. SUTURES form the core of CENTENIAL's
business approach and this unwavering patient-centric focus that has made
our company preferred choice in the sutures space. CENTENIAL continues to
bring in the finest suture and atraumatic needles and explore newer ways of
offering the very best suture codes in the suture industry. Your company
believes in delivering results by employing the best technology and setting
industry benchmark in the process. This, for your company, was just another
setup forward in its relentless in its pursuit of the next level of Quality
sutures and capability.
While our emphasis remains on growth in the domestic market, we clearly
have ambitions of taking the CENTENIAL value proposition. We are convinced
that the benefit realized from such platforms are many, including access to
a wider talent pool, cost saving on account of economies of scale and an
environment of cross-pollination in terms of learning and experience.
The Company will invest in strong operating system, robust processes and
talented people, with an unwavering focus on medical excellence and
patient-centric healthcare. Our business model builds the strength of our
accumulated experience and extensive domain knowledge of the sector. We
continue to evolve as we walk the path of ever-improving quality with an
eye on delivering reliable, accessible and affordable sutures of a global
standard.
The growth story continues at CENTENIAL. Apart from new hospitals, the
Company grew in existing facilities as well; by adding new equipments,
improving infrastructure and enhancing capability through technology. We
take pride in knowing that some of the best Surgeons in INDIA using
CENTENIAL sutures. The company has sharpened its focus on quality and
building a quality agenda in Indian healthcare. We have achieved cost-
saving synergies very rapidly and have implemented several initiatives to
improve productivity. These will continue going forward.
Our strategy remains firmly focused on creating new benchmarks in each of
the specialties, by innovating new modalities of sutures and offering our
customers a unique value proposition. To enable and enhance this process we
are strengthening our systems and protocols and investing resources to
improve the competencies of our people. We recognise that our brand of
sutures delivery is entirely dependent on the standard of service we
provide to our surgeons and will focus its energy entirely on enhancing
customer experience, has been added to enable the organization to meet and
exceed their expectations.
As we move forward we will continue to strengthen the synergy between our
distinctive products and the acumen of our marketing personnel. We will
back this with strong management principles to deliver on the vision of
excellence in patient care that drives us. Your company has the right
combination of ambition, innovation and agility to compete and excel in the
ever-changing world of modern sutures.
As we look at the numbers in the current maelstrom, whilst our revenues and
profits have been impacted across businesses, in relative terms, measured
against the earlier years, we have stood our ground. Without doubt, we are
facing our toughest challenge, but we will scale up our core products while
providing direction to newer areas of growth. We believe that tough times
don't last, tough people do. At a time like this, we constantly remind
ourselves our values and beliefs that our collective endeavour as an
organisation is to build businesses for the long haul. In the past too,
there have been sharp swings in business cycles and there will be more of
these in the future, though hopefully not of the magnitude and
ferociousness we are seeing today. And each time in the past we have come
out of the eve of the storm, we have emerged fitter and stronger and the
passion for Innovation is vibrant and urgent.
Our values always guide us, and our history and heritage as a company, in
one word, stands for trust, service and high Quality. Our demanding
standards of governance have set us apart, even more, now, and in the
future. Clearly, investors and employees will appreciate and learn to value
differentiate between organisations like ours that are ethical, honest,
well-governed and transparent, and others, for whom governance is a
platitude. This is a huge strength, built over time into our genetic
coding. It will always stand us in good stead. We are focusing on building
strong administrative and support functions and have concurrently invested
in systems for financial accounting, accurate billing, objective legal
system, strong human resources and excellent Quality.
The workforce strength on our payroll is a balanced blend of youth and
experience. A common culture flows through the entire company, which values
persistence and focus. Our workforce is empowered to handle operations
independently as they have a better understanding of the operations and
realities. Our company regards learning as an ongoing process, because,
it's the industry expertise and skills we possess, that help us in
understanding our SURGEON'S better.
Our values always guide us, and our history and heritage as a company, in
one word, stands for trust, service and high Quality. Your company will
exploit its strengths in cardio and vascular sutures business and exploring
growth opportunities. Clearly the way to succeed in this market is through
improved processes and enhanced production of the right Quality.
We have a brand name which stands for Quality, Reliability, Commitment and
Integrity. The CENTENIAL name is pronounced with great deal of respect, in
domestic as well as international markets. It has been created through
sheer sincere dedication. This makes us believe that it will be long
lasting and something we can build further on.
To further your company's growth, the Cardio Vascular products is being
given additional impetus. New production lines have been established to
increase the production substantially in the coming years. The management
of your company is planning to increase the market share of Cardio Vascular
products business. Confidence in our products will further accelerate the
success rate in the coming years. Considering the challenging business
environment your Company's performance can be termed as satisfactory.
Operations
The Company registered sales of Rs.5247.98 lakhs in the financial year
ended March 31, 2012, clocking a growth of 4.45% over the corresponding 12
months period ended March 31, 2011. The results for the year show net
profit after tax of Rs. 150.89 lakhs as compared to the net profit after
tax of Rs.207.85 lakhs. The earnings per share decreased from Rs.5.70 in
2010 - 2011 to Rs.4.14 in the year under review. The Company's
profitability declined besides other expenses being higher, due to extreme
currency volatility, high inventory costs, higher selling overheads, rising
staff/labour costs and rising material/ interest/finance costs. To mitigate
any risks due to material cost increase, the company continues to work on
material cost optimization through deep dives, value production and
alternative sourcing to sustain profitability to the extent feasible.
Many established surgeons have tried our products and started using them
continuously and the trends are encouraging. The technical functioning of
our plant as indicated by the above-mentioned results, the capacity
utilisation's was quite satisfactory and production levels were selectively
improved as required.
As a measure of performance which aims to deliver a better deal to all the
stakeholders of the company, be it customers, employees, shareholders, the
community and the environment. Our customers have never wavered in their
unanimous opinion of our capability and our commitment to serve them. A
strong and satisfied client base is more than borne out by the fact that we
still continue to draw 80% of our business from repeat customers.
The passion for innovation is vibrant and urgent. It also gives us
happiness that SURGEON'S have reposed faith in our ability to make a
difference. We have a brand name, which stands for reliability, commitment
and SAFETY. The CENTENIAL name is pronounced with great deal of respect, in
the domestic market. It has been created through sheer dedication. This
makes us believe that it will be long lasting and something we can build
further on. The quality of management and the professionals of the company
is the true reputation builder of the company. More than 95% of the current
workforce has grown with us, with some clocking more than ten years. They
realize the value of success and the hard work required to sustain this
success. They have been an important part of the journey of creating value
leadership. We think our spirit and our resolve are something, which cannot
be replicated. This indeed is a defining value.
ISO 9001 : 2008 Certification
Your company is ISO 9001 : 2008 certified. The stringent ISO 9001 : 2008
system means effective control over every step to achieve true quality
assurance for our products.
Research and Development
Your Company strongly believes that sustained growth in this suture
industry can be achieved through continuous pursuit for innovation.
Maintaining World Class Quality Standards is an obsession with top
management that percolates to every level, making CENTENIAL facilities and
products a landmark. Everyday Surgeon's expectations continually increase.
The Company's research & development activities continue to be directed
towards upgradation of technology and development of new product codes and
packaging lines. Your company's commitment is to meet and exceed those
expectations.
People and Safety
Your Company believes the most valuable asset of every company is its human
resource. CENTENIAL values all our employees and makes effort through
Quality of work life to help their growth. Your Company has always placed
emphasis on our people and safety at workplace. Industrial relations in the
company were cordial throughout the business year under review. This year's
results were possible due to the excellent individual and team efforts of
our employees. The Board of Directors take this opportunity to thank them
for their efforts and for those that will come this business year. The
Board of Directors wish to place on record their sincere appreciation for
the continued support and excellent work of all the employees.
Dividend
Your Directors after careful consideration of the financial accounts of the
company have not recommended any dividend to the equity shareholders of the
company. While placing on record their deep concern, the Directors decided
that in view of the inadequate profits it would not be possible to declare
dividend as there was a need to conserve the profits for better financial
health and need for working capital to the company.
Preferential Issue
Extraordinary General Meeting of the members was held on Saturday, the 18th
day of January, 2012, at 4.30 p.m., at the Registered Office: F-29, MIDC,
Murbad, Thane 421401 to increase the present Authorised Capital of
Rs.7,50,00,000/ - divided into 75,00,000 Equity Shares of Rs. 10/- each
and in order to meet eventualities such as augmenting resources, issue of
shares etc., it was proposed to increase the Authorised Capital to Rs.
9,00,00,000/- divided into 90,00,000 Equity Shares of Rs. 10/- each. The
same was proposed to pay unsecured loans by issuing preferential allotment
in the future date to allot 23,33,333 Equity Shares Rs. 10.00 Ten only)
each at a premium of Rs. 2.00 each aggregating to an issue price of
12.00 each at cash to promoter - 250000 and 2083333 to body corporate. The
object of the issue of the equity shares by way of the proposed
preferential offer was to convert the unsecured loans to equity shares of
the company as it was considered more feasible rather than borrowing from
banks and other sources for repayment of the unsecured loans, which are
attributed to hefty interest payment. Also the financing of unsecured loans
from the preferential issue will directly benefit the working capital needs
of the Company for the growth of the Company. Therefore, it was proposed to
raise an amount not exceeding Rs. 3,16,20,000 ( Rs. Three Crores Sixteen
Lakhs Twenty Thousand Only) by issue of 26,35,000 Equity shares of Rs.
10.00 ( Rs. Ten only) each at price of Rs. 12.00 Twelve only) per share,
through preferential allotment of Convertible Warrants with the approval of
the Shareholders by way of Special Resolution & the proposal was placed for
approval. The above resolutions were not approved by the shareholder's &
hence the proposal to increase authorized capital and allot equity shares
to convert the unsecured loans and to raise long term resources, to
strengthen the financial position and net worth and for general corporate
purposes, and taking into consideration, the performance and positive
outlook of the company, as well as the strategy and growth plan, and in
order to conserve the valuable funds of the company and to augment the
working capital of the Company remained unresolved.
Directors
During the year, Shri B. S. Limaye, Independent Non Executive Director of
the Company is retiring by rotation and being eligible offers himself for
re-appointment.
Directors Responsibility Statement
Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956,
the Board of Directors of the Company hereby state and confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) the Company has in the selection of accounting policies, consulted the
Statutory Auditors and these have been consistently, and reasonable and
prudent judgments and estimates have been made so as to give a true and
fair view Of the state of affairs of the Company as at March 31, 2012 and
of the Profit of the Company for the year ended on that date.
iii) the Company has taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) the annual accounts have been prepared on a 'going concern' basis.
Deposits
The Company has not accepted any deposits under section 58A of the
Company's Act, 1956 during the year.
Particulars of employees
In accordance with the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 as
amended, the name and other particulars of the employee are set out in the
annexure to the Directors Report.
Corporate Governance Code
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. Certificate of Messrs Vipul N. Shah & Associates, regarding
compliance of conditions of Corporate Governance as stipulated in Clause 49
of the Listing Agreement with stock exchange is enclosed herewith.
Compliance Certificate
Compliance Certificate as required under section 383A of the Companies Act,
1956 prepared and issued by Messrs HS Associates, Company Secretaries in
Practice, is annexed hereto.
Conservation of energy, technology absorption, foreign exchange earning and
out goings
Conservation of energy continues to be a priority area for the Company and
efforts are directed to reduce energy costs. Information required under
Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988, is given in the annexure to this report.
Environment and safety
The Company accords the highest priority for maintaining safety standards
and a pollution-free environment.
Subsidiaries
Since the Company has no subsidiaries, Section 212 of the Companies Act,
1956 does not apply.
Auditors
Messrs Vipul N. Shah & Associates, Chartered Accountants, retire at the
conclusion of the forthcoming Annual General Meeting. The Company has
received a certificate from
Messrs Vipul N. Shah & Associates, Chartered Accountants, Auditors,
proposed to be re-appointed, to the effect that their reappointment, if
made, would be in conformity with the limits specified under the provisions
of section 224 (IB) of the companies Act, 1956.
Acknowledgment
We would like to thank you for the support and faith you have shown in us,
and look forward to a fruitful relationship for years to come. We would
like to thank all the stakeholders for their trust and support. I am also
thankful to the members of the Board for their insight and guidance. I
would also like to extend a special thank you to all the members of the
management team and employees who contributed each day to the success of
our company. Your Directors also place on record their deep sense of
appreciation for the services rendered by the employees of the company.
for and on behalf of the Board of Directors
CENTENIAL SURGICAL SUTURE LTD.
Mumbai Vijay Majrekar
August 13, 2012 Chairman & Managing Director
ANNEXURE TO DIRECTORS' REPORT
Information under Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 and forming part of the Directors' Report for the
year ended on March 31, 2012.
A. Conservation of energy
The Company continues to explore measures, which will help in conservation
and saving of energy.
Power and fuel consumption 2011-2012 2010-2011
1) Electricity Consumption
a) Purchased units 2,30,242 2,24,493
Total Amount (Rs. in Lakhs) 16.30 14.10
Rate/unit Rs.7.08 Rs.6.28
Consumption per unit of production NA NA
b) Own Generation
Through Diesel Generator:
Units 3,500 3,380
Total Amount (Rs. in Lakhs) 0.89 0.33
Cost/Unit Rs.25.42 Rs.9.92
Consumption per unit of production NA NA
2) Furnance Oil NA NA
3) Coal (specify quality) NA NA
4) Others (specify) NA NA
B. Technology absorption
Efforts made in technology absorption as per Form B of the Annexure:
Form B
Form for disclosure of particulars with respect to absorption of
technology.
Research and development (R & D)
1. Specific areas in which Research & Development (R & D) is being carried
out by the Company : In-house Research and Development work is carried out
to develop new products and to improve existing products.
2. Benefits derived as a result of the above R&D : Improvement in products.
3. Future plan of action:
The Company will carry on R & D activities to improve existing products and
develop new products.
4. Expenditure on R&D:
No Significant expenditure is incurred.
Technology absorption and adaptation
Your Company continuous to focus on research and development activities
towards the upgradation of technology, development, testing and
certification of atraumatic needles and sutures for conformity to new
Indian / International standards and exclusive export market. The Company
has installed new machinery designed to its special requirements and has
been able to save in cost of production and also manufacture products to
various surgeons specifications. Besides development work for several new
product codes for exports has been undertaken. Emphasis on new product
codes development and process improvement will continue to be the priority
areas of our research and development activity, enhancement in quality and
service to our customer.
C. Foreign exchange earnings and outgo
During the year foreign exchange outgo was Rs. 912.99 lakhs (Previous Year
Rs.773.65 lakhs). The foreign exchange earned during the year was Rs.93.15
lakhs (Previous Year Rs. 140.64 lakhs). The Company has not imported any
technology.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in compliance with the
requirements of the Companies Act, 1956, and Indian Generally Accepted
Accounting Principles (Indian GAAP). In the adoption of the accounting
standards there are no material departures from the prescribed Indian
accounting standards. Your Company's management believes that it has been
objective & prudent in making estimates and judgements relating to the
financial statements & believes that these financial statements are a fair
representation of your Company's operations and profits for the year.
Overview
The Company registered sales of Rs. 5247.98 lakhs in the financial year
ended March 31, 2012, clocking a growth of 4.45% over the corresponding 12
months period ended March 31, 2011. The results for the year show net
profit after tax of Rs. 150.89 lakhs as compared to the net profit after
tax of Rs. 207.85 lakhs. The earnings per share decreased from Rs. 5.70
in 2010-2011 to Rs. 4.14 in the year under review. Many established
surgeons have tried our products & started using them continuously and the
trends are encouraging. The technical functioning of our plant as indicated
by the above-mentioned results, the capacity utilisation's was quite
satisfactory and production levels were selectively improved as required.
In summary the sharp focus on demand generation for key products,
procurement & manufacturing efficiencies, tight control on expenses have
been enhanced for the current financial year.
Quality
Your Company has been consistently meeting the quality objectives of ISO
9001 : 2008 Certification.
Research and Development
The Company has achieved the following through Research and Development:
* Development of new value added products.
* Process improvements resulting in better yields and further improvement
in quality of products.
Energy Conservation
Regular studies are carried out to ascertain the quantitative energy
consumption patterns, variances are analysed and corrective actions taken.
The Company is continuously working towards further improvements in energy
consumption levels.
Health, Safety and Environment
During the period under review, medical check up of all regular employees
has been carried out. All requirements pertaining to pollution control,
environmental protection and safety have been complied with. Employees have
been trained to observe the guidelines relating to safety, health and
environment.
Company's Philosophy on Code of Governance
Philosophy of your Company on corporate governance envisages the attainment
of the highest levels of transparency, accountability and equity, in all
facets of its operations, and all its interactions with its stakeholders,
including shareholders, employees and the government. Your Company is
committed to achieving the highest international standards of corporate
governance. Your Company believes that all its operations and actions must
serve the underlying goal of enhancing overall shareholder value, over a
sustained period of time.
Opportunities and Threats
The surgical industry depends largely on new surgical applications and
surgeries. In the last few years, the increase in the allocation of funds
for such purposes have been on the increase and as such the opportunity of
growth in surgical items is unlimited. However, there exists untapped
potential in the nursing home sector. The Company has arrangement /
understanding with various distribution market and sell various items which
are required in the nursing home market.
Product Performance
The overall growth of business in the country has not been upto the desired
levels because of restricted funding. The range of products has been
steadily growing since 2005. The Company has consolidated its position in
cardiovascular sutures segment & further consolidation is expected in 2012
- 2013. With the introduction of new-suture ranges particularly CENTISORB
PLUS Antibacterial / Antimicrobial Sutures, the sales has been growing
steadily. However, in view of unrestricted imports, competition, sales &
profitability of the Company has been affected.
Risks and Concerns
Your company has from its inception been conscious and has regularly
evaluated the risks and threats that control it and converted these threats
into opportunities to its best advantage. The management believes that your
Outlook
During the current financial year there has been an improvement in the
market conditions resulting in an increase in despatches and satisfactory
sales price realisations. It is expected that this trend will continue.
Further the growth rate of the Indian economy has been projected and your
Company is also likely to benefit from this economic growth. Also due to
increase in the production capacity there would be improvement in the
profits of the Company in the coming years.
Company's business is subject to a number of risks. Your company has
developed its business plan based on its view of the evolving regulatory
framework. Many of the components of the regulatory regime are established
or articulated by the relevant regulatory authorities, including Food and
Drug Administration. In the event that the assumptions used in the business
plan are different from the existing regulations, there would be an impact
on your Company's business. Risks are quantified in monetary terms for the
loss that the company would suffer, to make every associate conscious of
the impact of a risk. The Risk Management in your company has been
functioning effectively and has been contributing to the mitigation of the
risks that would have otherwise impacted our company.
Adequacy of Internal Controls
Your Company has a proper and adequate system of internal controls to
ensure that all assets are safeguarded and protected against loss from
unauthorised use or disposition and that transactions are authorised,
recorded and reported correctly.
Material Development in Human Resources & Industrial Relation
Industrial relations at the plant of the Company remained cordial during
the year under review 2011 - 2012.
Corporate Governance
Your Company conforms to norms of Corporate Governance adopted by them. As
a Listed Company, necessary measures are taken to comply with the Listing
Agreements with the Stock Exchanges. A report on Corporate Governance,
along with a certificate of compliance from the Auditors, forms a part of
this Report.
Cautionary Note
The statements in the report of the Board of Directors and the Management
Discussion and Analysis section describing the Company's projections,
estimates, expectations or predictions may be forward-looking and are
stated as required by applicable laws and regulations. Many factors may
affect the actual results, which could be different from what the
Directors' envisage in terms of future performance and outlook since the
Company's operations are influenced by many external and internal factors
beyond the control of the Company.
for and on behalf of the Board of Directors
CENTENIAL SURGICAL SUTURE LTD.
Mumbai Vijay Majrekar
August 13, 2012 Chairman & Managing Director
COMPLIANCE CERTIFICATE
Registration No. of the Company: L99999MH1995PLC089759
Nominal Capital: 7,50,00,000/-
To,
THE MEMBERS,
CENTENIAL SURGICAL SUTURE LTD.
We have examined the registers, records, books and papers of CENTENIAL
SURGICAL SUTURE LTD., ('the Company') as required to be maintained under
the Companies Act, 1956, (the 'Act') & the rules made there under & also
the provisions contained in the Memorandum and Articles of Association of
the Company for the financial year ended on March 31, 2012 ('financial
year'). In our opinion and to the best of our information & according to
the examinations carried out by us and explanations furnished to us by the
Company, its officers & agents, we certify that in respect of the aforesaid
financial year:
1. The Company has kept & maintained all registers as stated in Annexure
'A' to this Certificate, as per the provisions of the Act & the rules made
there under & all entries therein have been duly recorded.
2. The Company has duly filed the forms & returns as stated in Annexure 'B'
to this Certificate, with the Registrar of Companies within the time
prescribed under the Act and the rules made there under..
3. The Company being a Public Limited Company has the minimum prescribed
paid up Capital.
4. The Board of Directors duly met 05 (Five) times on May 14, 2011, August
12, 2011, November 14, 2011, December 19, 2011 & February 14, 2012 in
respect of which meeting proper notices were given & the proceedings were
properly recorded & signed including the circular resolutions passed in the
Minutes Book maintained for the purpose.
5. The Company has closed its Register of Members from Tuesday, September
20, 2011 to Tuesday, September 27,2011 (both days inclusive) & necessary
compliance of Section 154 of the Act has been made.
6. The Annual General Meeting for the financial year ended on March 31,
2011 was held on September 27, 2011 after giving due notice to the members
of the Company & the resolutions passed thereat were duly recorded in
Minutes Book maintained for the purpose.
7. One Extra-ordinary General Meeting was held on January 16, 2012, however
all the resolutions as mentioned in the notice were not passed.
8. The Company has not advanced loans to its Director or persons or firms
or companies as referred to under Section 295 of the Act, 1956.
9. The Company has not entered into any contracts falling within the
purview of section 297 of the Act.
10. The Company has made necessary entries in the register maintained under
Section 301 of the Act.
11. As there were no instances falling within the purview of Section 314 of
the Act, the Company has not obtained any approvals from the Board of
Directors, Members or Central Government, as the case may be.
12. The company has not issued any duplicate share certificates during the
financial year.
13. The Company has:
(i) Delivered all the certificates & on lodgment thereof for
transfer/transmission or any other purpose in accordance with the
provisions of the Act.
(ii) Not deposited any amount in a separate bank account as no dividend was
declared during the financial year.
(iii) Not paid dividends to any members within a period of 30 (thirty) days
from the date of declaration as no dividend was declared.
(iv) Not transferred the amounts in unpaid dividend account, application
money due for refund, matured deposits, matured debentures & the interest
accrued thereon, which have remained unclaimed or unpaid for a period of
seven years, to Investor Education & Protection Fund as no amount in
respect of the above were lying in the books of accounts of the Company is
to be transferred.
(v) Duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. There was no
appointment of additional directors alternate Directors and Directors to
fill casual vacancy during the financial year.
15. The re-appointment of Vijay Majrekar, as a Managing Director of the
company has been made in compliance with the provisions of section 269 read
with schedule XIII to the Companies Act, 1956.
16. The Company has not appointed any sole-selling agents during the
financial year.
17. The company has obtained approval of the central government for
increasing the remuneration of Managing Director exceeding the limits
prescribed in the Part II & III of Schedule XIII of the Companies Act,
1956. Apart from this the Company was not required to obtain any approvals
of the Regional Director, Registrar of Companies and/ or such authorities
prescribed under the various provisions of the Act.
18. The Directors have disclosed their interest in other firms/companies to
the Board of Directors pursuant to the provisions of the Act & the rules
made there under.
19. The Company has not issued any shares, debentures or other securities
during the financial year.
20. The Company has not bought back any shares during the financial year.
21. The Company has no preference share capital or debentures & as such
there was no redemption of preference shares or debentures during the
financial year.
22. There were no transactions necessitating the Company to keep in
abeyance the rights to dividend, rights shares & bonus shares pending
registration of transfer of shares.
23. The Company has not invited or accepted any deposits including any
unsecured loans falling within the purview of Section 58A of the Act during
the financial year.
24. The Company has borrowed amount from Financial Institutions, Banks but
not from Directors, Members and others during the financial year ending on
March 31, 2012. The said borrowings are within the limits as specified
under section 293(1) (d) of the Companies Act, 1956.
25. The Company has not made any investments, given Loan or given
guarantees or provided securities to other bodies corporate in accordance
with the provisions of section 372A of the Companies Act, 1956.
26. The Company has not altered the Provisions of the memorandum with
respect to situation of the Company's registered office from one state to
another during the financial year under scrutiny.
27. The Company has not altered the provisions of the memorandum with
respect to the objects of the Company during the financial year under
scrutiny.
28. The Company has /not altered the provisions of the memorandum with
respect to name of the Company during the financial year under scrutiny.
29. The Company has not altered the provisions of the memorandum with
respect to the share capital of the Company during the financial year under
scrutiny.
30. The Company has not altered its articles of association during the
financial year.
31. There was no prosecution initiated against or show cause notices
received by the Company, during the financial year, for offences under the
Act.
32. The Company has not received any money as security from its employees
during the financial year.
33. The Company has deposited both employee's & employer's contribution to
Provident Fund with prescribed authorities pursuant to section 418 of the
Act.
for, H S ASSOCIATES
Company Secretaries
Shri Hemant Shetye
Partner
Mumbai CP. No.: 1483
August 13, 2012
ANNEXURE 'A'
REGISTERS & RECORDS MAINTAINED BY THE COMPANY
a) Register of members under section 150.
b) Index of members under section 151.
c) Register of Transfers.
d) Registers and Returns under section 163.
e) Register of Contracts under section 301.
f) Register of Directors, Managing Director, Manager and Secretary under
section 303.
g) Register of Director's shareholdings under section 307.
h) Register of Inter Company investments under section 372A.
i) Register of Charges under section 143.
j) Register of Share application and allotment,
k) Minutes Book under section 193.
l) Books of Account under section 209.
m) Attendance Register.
ANNEXURE 'B'
FORMS & RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES
DURING THE FINANCIAL YEAR ENDED ON MARCH 31,2012.
Sr. Form Sections Date of A B C
No. No. filing
1. 23 192 12-09-2011 Yes N.A. Re-appointment of
Managing Director
2. Din-4 See Rule 30-09-2011 Yes N.A. Intimation of change in
-7 particulars of Director
3. 25A 198 07-10-2011 Yes N.A. Application to central government
for approval of re-appointment
and increase in remuneration for
excess or over payment to
managing director
4. 23 192 19-10-2011 Yes N.A Re-appointment of Managing
Director
5. 66 383 (A) 19-10-2011 Yes N.A. Compliance certificate for the
year ended March 31,2011.
6. 23AC. 220 20-12-2011 Yes N.A. Balance Sheet and Profit/Loss
Account for financial year ended
March 31, 2011.
7. 20B 159 01-11-2011 Yes N.A. Annual Return for year ended
September 30, 2011.
A = Whether filed within prescribed time
B = If delay in filing whether requisite additional fee paid
C = Particulars
for, H S ASSOCIATES
Company Secretaries
Shri Hemant Shetye
Partner
Mumbai CP. No.: 1483
August 13, 2012
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