CENTRON INDUSTRIAL ALLAINCE LIMITED
Your directors present their Sixty Seven Annual Report together with the Auditedfinancial Statement of your company for the year ended on 31st March 2019.
1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY
The Board's Report is prepared based on the financial statements of the company for theyear ended March 31st 2019 is Summarized below:
| || ||(Rupees in Lakhs) |
|PARTICULARS ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Revenue from operation ||925.58 ||482.62 |
|Profit/(Loss) before providing Depreciation and Interest ||11.96 ||11.35 |
|Less: Depreciation ||- ||- |
|Interest ||- ||- |
|Profit/(Loss) Before Exceptional & Extraordinary Items ||11.96 ||11.35 |
|Less: Exceptional Items ||- ||- |
|Profit/(Loss) Before Taxation ||11.96 ||11.35 |
|Less: Provision for Current Taxation ||2.30 ||2.20 |
|Deferred Tax Liability ||- ||- |
|Adjustment of tax relating to earlier periods ||(0.05) ||(0.00) |
|Profit /Loss after Taxation ||9.71 ||9.15 |
1.2 WORKING PERFORMANCE REVIEW:
Looking into the market scenario during the year under review the performance of yourCompany has been satisfactory. The gross Revenue during the financial year 2018-19 fromoperations has increased from Rs.482.62 lacs to Rs.925.58 lacs as compared to the previousyear. The profit after tax for the current year has increased as comparison to theprevious year. Directors of the Company are of the view that the performance of thecompany would further improve in the next financial year.
1.3 CHANGES IN NATURE OF BUSINESS
During the year there was no change in business activity of the Company.
1.4 SHARE CAPITAL:
During the Financial Year 2018-19 there was no change in capital structure of theCompany. The paid up equity capital as on March 31st 2019 is Rs.99600000/-During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock option or sweat equity shares.
1.5 REVISION IN FINANCIAL STATEMENTS
In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are incompliance with the provisions of section 129 or section 134 of theact and there was no case of revision in financial statement during the year.
Out of the profits available for appropriation no amount has been transferred to anyreserves during the year under review.
In view to conserve the resources of the company and due to requirement of the longterm financial resources your directors proposes to utilize the profits generated duringthe year in the business activities and do not recommend any dividend for the year2018-19.
During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V - Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
5 MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR :
There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of the financial year of the company to whichfinancial statements relate and date of the report.
6 SUBSIDIARY ASSOCIATE COMPANIES OR JOINT VENTURE :
The Company does not have any Subsidiary Company or Associate Company or any JointVenture or HoldingCompany.
7 EXTRACT OF THE ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31st 2019 forms part of thisreport as Annexure I.
8 BOARD AND COMMITTEE MEETINGS:
During the year under review the Board meets 5(Five) times viz. May 28th 2018; July06th 2018; August 14th 2018; November 14th 2018; and February 14th 2019. The detailsof meetings of the Board and the attendance of Directors are provided in the CorporateGovernance Report.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Directors based onrepresentation received from the operating management and after due enquiry confirm inrespect of the audited financial accounts for the year ended March 31st 2019:
a) That in preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;
b) That the Directors had in consultation with the Statutory Auditors selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company for the year ended March 31st 2019 and the profit and loss Account of theCompany for that period;
c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) That the Directors had prepared the annual accounts on a going concern basis;
e) That the directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively;and
f) That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.
10 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Key Managerial Personnel
During the year CS ShivamBaghel has resigned from the post of Company Secretary cumCompliance officer w.e.f. June 01 2018 hence there was casual vacancy arise due toresignation which was required to filled within 30 days from the resignation but board ofcompany unable to found any deserving candidate and further the company has appointed Mr.Sonu Verma as Company Secretary cum Compliance officer w.e.f.30/05/2019.
Further during the year there was vacancy of CFO as required under Companies Act 2013and SEBI (Listing Obligation and Disclosure Requirements) 2015 and also company hasunable to appoint any suitable candidate for the post of CFO in reporting period andfurther after the reporting period the Company has appointed Mr. Sonu Verma as CFO of theCompany w.e.f. 30/05/2019.
All the intimations pertaining to the appointments and resignations made during theyear has been given to Stock Exchange (s) where the shares of the Company are listed andalso the relevant records are duly updated with the Registrar of Companies whereverrequired.
Disqualifications of Directors
During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. The Board appraised the same and found that noneof the director is disqualified for holding office as director.
11 INDEPENDENT DIRECTORS:
11.1 Declaration by Independent Directors
All Independent Directors of your Company have given a declaration pursuant toSection149(7) of the Companies Act 2013 affirming compliance to the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Based onthe declaration(s) of Independent Directors the Board of Directors recorded its opinionthat all Independent
Directors are independent of the Management and have fulfilled the conditions asspecified in the Companies Act 2013 and the Rules made there under.
11.2 Meetings of Independent Directors
During the year under review a separate meeting of Independent Directors was held on14th February 2019 interalia to discuss:
Evaluation of the performance of Non-Independent Directors and Board ofDirectors as a whole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive Directors and non-executive directors.
Evaluation of the quality content and timelines of flow of information betweenthe management and the Board of Directors that is necessary for the Board of Directors toeffectively and necessarily perform its duties.
All the Independent Directors were present at the said Meeting.
11.3 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The objective of a familiarization programme is to ensure that the non-executivedirectors are updated on the business environment and overall operations of the Company.This enables the non-executive directors to make better informed decisions in the interestof the Company and its stakeholders.
In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc.
With a view to familiarize the independent directors with the Company's operations asrequired under regulation 25(7) of the SEBI Listing Regulations 2015. The details of suchfamiliarization programmes for Independent Directorsare posted on the website of theCompany and can be accessed at http:// www.centroalliance.in/
12 COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 and other applicable Actsthe Board has the following 3 (Three)Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
13 DISCLOSURE IN TERMS OF NOMINATION AND REMUNERATION POLICY:
The Board on the recommendation of the Nomination and Remuneration Committee hasapproved and adopted a Remuneration Policy for selection and appointment of DirectorsSenior Management personnel and their remuneration. The Remuneration Policy of the Companyforms part of this report as Annexure II.
14.1 Statutory Auditors:
The Company's Auditors S.N. Kabra& Company Chartered Accountants who wereappointed for a term of Four years at the Annual General Meeting held on 29th September2016 are eligible for ratification of their appointment. They have confirmed theireligibility under Section 141(3) (g) of the Companies Act 2013. Your Board is pleased toinform that there is no such observation made by the Auditors in their report which needsany explanation by the Board.
14.2 Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Meenal Keeja & Company a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed herewith marked as Annexure III to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
14.3 Cost Record and Cost Audit
Your company does not fall within the provisions of Section 148 of Company's Act 2013read with the Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained.
15 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not provided any loan to entity covered under Section 186 of theCompanies Act 2013.The details of the investments made by company are given in the NoteNo. 8 to the financial statements.
16 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In accordance with the provisions of Section 188 of the Companies Act 2013 and rulesmade there under therewere no related party transactions during the year under review.Hence information in Form AOC-2 is not required.The Company has adopted a Policy onRelated Party Transaction which is available on the website of the Company i.e.www.centronalliance.in
17 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO:
Since the Company has not carried out any activities within the purview of Section134(3)(m) of the CompaniesAct 2013 read with the Companies(Accounts) Rules 2014 theinformation may be treated as NIL.
18 BUSINESS RISK MANAGEMENT:
The Company recognizes that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner. The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action.
19 CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company does not meet the requirements of Section 135 of Companies Act 2013 forestablishing Corporate Social responsibility (CSR) committee; therefore no such committeewas established by the Board.
20 FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of section 134 of Companies Act 2013 and Regulation 25(4)(a)of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual performance evaluation of its own performance theDirectors individually including Independent Directors. The manner in which the evaluationhas been carried out is explained in the Corporate Governance report.
21 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant or material orders passed by the Regulators / Courts whichwould impact the future operations going concern status of the Company.
22 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition.
Moreover the audit committee of the Company regularly reviews the audit plansadequacy of internal control as well as compliance of accounting standards.
Also the Whole Time Director has the responsibility for establishing and maintaininginternal controls for financial reporting and that they also have the overallresponsibility to evaluate the effectiveness of internal control systems of the Companypertaining to financial reporting and they have to disclose to the auditors and the AuditCommittee deficiencies in the design or operation of such internal controls if any ofwhich they area ware and the steps they have taken or propose to take to rectify thedeficiencies.
23 DISCLOSURE IN TERMS OF VIGIL MECHANISM:
The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop aculture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards Company has adopted Whistle Blower Policy to provide a frame work to promoteresponsible and secure whistle blowing.The Board of Directors of your Company has adoptedthe Vigil Mechanism and Whistle Blower Policy incompliance of Companies Act 2013. Thesaid policy has already been uploaded on the website of the company i.e.http://www.centroalliance.in/
24 COMMISSION RECEIVED BY DIRECTORS FROM HOLDING AND SUBSIDIARY:
The Company does not have any holding/ subsidiary company. Hence provisions of section197 (14) of Companies Act 2013 are not applicable to the Company.
25 DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL:
The prescribed particulars of employees required under section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended is enclosed as Annexure IV and forms the part of thisBoard Report.
26 PARTICULARS OF EMPLOYEES:
During the year there was no employee drawing remuneration in excess of Rs.10200000/- p.a. or Rs. 850000/- p.m. if employee of the part of the year Accordinglyinformation required to be given pursuant to provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 The company have only 11 employee.
27 EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.
28 DETAILS OF SWEAT EQUITY SHARES:
The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.
29 DETAILS OF EMPLOYEES STOCK OPTION SCHEME:
The Company has not issued shares under employee's stock options scheme pursuant toprovisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture)Rules 2014.
30 DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED:
The Company has not made any provision of money for the purchase of or subscriptionfor shares in the Company or its holding Company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the Company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.
31 CORPORATE GOVERNANCE REPORT:
Your Company and its Board has been complying with Corporate Governance practices asset out in a separate report in pursuance of requirement of Para C of Schedule V SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
32 MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:
Management Discussion and Analysis statement in pursuance of requirement of Para B ofSchedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isforming part of this Annual Report.
33 PAYMENT OF LISTING FEES:
Annual listing fee for the year 2019-20 will be paid by the Company to BSE.
34 DEPOSITORY SYSTEM:
Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantagesoffered by the Depository System members are requested to avail the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid.
35 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
36 DEMAT STATUS:
The company's shares are presently held in both electronic and physical modes.
37 REASON OF SUSPENSION OF TRADING OF THE SECURITIES OF THE COMPANY:
The BSE has suspended our company due to surveillance measure for which no explanationis being given by the BSE and general circular has been issued by BSE on 25th August 2015to the Company.
38 TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF):
As per the provisions of section 125 of the Companies Act 2013 and as per rule 3 ofthe Investor Education and Protection Fund (awareness and protection of investors) Rules2001 No amount is pending to be transferred to IEPF.
The Board of Directors of Directors wish to place on record their appreciation of theextended co-operation and assistance rendered to the company and acknowledge withgratitude the continued support and cooperation extended by the stakeholders investorsemployees workers and bank of the company which had always been a source of strength forthe Company.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF || |
| ||CENTRON INDUSTRIAL ALLIANCE LIMITED || |
|Place : Indore ||MR. ANAND PRATAP SINGH ||MR. RAVINDRA HETAWAL |
|Date : 13th August 2019 ||WHOLE TIME DIRECTOR ||Director |
| ||(DIN : 06711543) ||(DIN : 07262677) |