CENTRON INDUSTRIAL ALLAINCE LIMITED
Your directors present their Sixty Eight Annual Report together withthe Audited financial Statement of your company for the year ended on 31st March 2020.
1 STATE OFAFFAIRS FINANCIAL PERFORMANCEAND FUTURE OUTLOOK
1.1 FINANCIAL RESULTSAND STATE OF COMPANY'SAFFAIRSAND CHANGE IN THENATURE OF BUSINESS:
The Board's Report is prepared based on the financial statements of thecompany for the yearended March 31st 2020 is Summarized below:
|PARTICULARS ||Year ended 31st March 2020 ||Year ended 31st March 2019 |
|Revenue from operation ||2414.51 ||925.58 |
|Profit/(Loss) before providing Depreciation and Interest ||12.96 ||11.96 |
|Less : Depreciation ||- ||- |
|Interest ||- ||- |
|Profit/(Loss) Before Exceptional & Extraordinary Items ||12.96 ||11.96 |
|Less : Exceptional Items ||- ||- |
|Profit/(Loss) Before Taxation ||12.96 ||11.96 |
|Less : Provision for Current Taxation ||2.02 ||2.30 |
|Deferred Tax Liability ||- ||- |
|Adjustment of tax relating to earlier peri ||0.88 ||(0.05) |
|Profit /Loss after Taxation ||10.06 ||9.71 |
Looking into the market scenario during the year under review theperformance of your Company has beensatisfactory. The gross Revenue during the financialyear 2019-20 from operations has increased from Rs.925.58 lacs to Rs.2414.51 lacs ascompared to the previous year. The profit after tax for the current year has increased ascomparison to the previous year. Directors of the Company are of the view that theperformance of the company 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 theCompany.
During the Financial Year 2019-20 there was no change in capitalstructure of the Company. The paid up equity capital as on March 31st 2020 isRs.99600000/-During the year under review the Company has not issued shares withdifferential voting rights nor has 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 FinancialStatements and Board's Report are incompliance with the provisions of section 129 orsection 134 of the act and there was no case of revision in financial statement during theyear.
Out of the profits available for appropriation no amount has beentransferred to any reserves during the year under review.
In view to conserve the resources of the company and due to requirementof the long term financial resources your directors proposes to utilize the profitsgenerated during the year in the business activities and do not recommend any dividend forthe year 2019-20
During the year under review your Company did not accept any depositswithin the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
5 MATERIAL CHANGES AND COMMITMENTS AFTERTHE ENDOF FINANCIAL YEAR
There are no material changes and commitments affecting financialposition of the company which have occurred between the end of the financial year of thecompany to which financial statements relate and date of the report.
6 SUBSIDIARY ASSOCIATE COMPANIES OR JOINT VENTURE
The Company does not have any Subsidiary Company or Associate Companyor any Joint Venture or Holding Company.
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extracts of the Annual Return as at March 31st 2020 formspart of this report as Annexure I.
During the year under review the Board meets 4(Four) times viz. May30th 2019; August 13th 2019; November 14th 2019; and February 13th 2020.The details ofmeetings 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 Directorsbased on representation received from theoperating management and after due enquiryconfirm in respect of the audited financial accounts for the yearended March 31st 2020:
a) That in preparation of the annual accounts the applicableaccounting standards had been followed and that there were no material departures;
b) That the Directors had in consultation with the Statutory Auditorsselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the stateof affairs of the Company for the year ended March 31st 2020 and the profit and lossAccount of the Company for that period;
c) That the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) That the Directors had prepared the annual accounts on a goingconcern basis;
e) That the directors have laid down internal financial controls to befollowed by the company and such internal financial controls are adequate and wereoperating effectively; and
f) That the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems were adequate and operatingeffectively.
10 CHANGES IN DIRECTORSAND KEY MANAGERIAL PERSONNEL:
Key Managerial Personnel
During the year Mr. Sonu Verma has been appointed as a CompanySecretary and Chief Financial Officer of the Company w.e.f. 30/05/2019.
All the intimations pertaining to the appointments and resignationsmade during the year has been given to Stock Exchange (s) where the shares of the Companyare listed and also the relevant records are duly updated with theRegistrar of Companieswherever required.
Disqualifications of Directors
During the year declarations received from the Directors of the Companypursuant to Section 164 of the Companies Act 2013. The Board appraised the same and foundthat none of the director is disqualified for holding office as director.
11.1 Declaration by Independent Directors
All Independent Directors of your Company have given a declarationpursuant to Section149(7) of the Companies Act 2013 affirming compliance to the criteriaof Independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinionthat all
Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 and the Rules made thereunder.
11.2 Meetings of Independent Directors
During the year under review a separate meeting of IndependentDirectors was held on 13thFebruary 2020 inter alia to discuss:
Evaluation of the performance of Non-Independent Directors andBoard of Directors as a whole.
Evaluation of the performance of the Chairman of the Companytaking into account the views of the Executive Directors and non-executive directors.
Evaluation of the quality content and timelines of flow ofinformation between the management and the Board of Directors that is necessary for theBoard of Directors to effectively and necessarily perform its duties.
All the Independent Directors were present at the said Meeting.
11.3 FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS:
The objective of a familiarization programme is to ensure that thenon-executive directors are updated on the business environment and overall operations ofthe Company. This enables the non-executive directors to make better informed decisions inthe interest of the Company and its stakeholders.
In compliance with the requirements of SEBI Regulations the Companyhas put in place a familiarization programme for the Independent Directors to familiarizethem with their role rights and responsibility as Directors the working of the Companynature of the industry in which the Company operates business model etc.
With a view to familiarize the independent directors with the Company'soperations as required under regulation 25(7) of the SEBI Listing Regulations 2015. Thedetails of such familiarization programmes for Independent Directorsare posted on thewebsite of the Company and can be accessed at http:// www.centroalliance.in/
During the year in accordance with the Companies Act 2013 and otherapplicable Acts the 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 compositionand meetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.
13 DISCLOSURE IN TERMS OF NOMINATIONAND REMUNERATION POLICY:
The Board on the recommendation of the Nomination and RemunerationCommittee has approved and adopted a Remuneration Policy for selection and appointment ofDirectors Senior Management personnel and their remuneration. The Remuneration Policy ofthe Company forms part of this report as Annexure II.
14.1 Statutory Auditors:
The Company's Auditors S.N. Kabra & Company CharteredAccountants who were appointed for a term of Four years at the Annual General Meetingheld on 29th September 2016 are eligible for re-appointment for next five years. Theyhave confirmed their eligibility under Section 141(3) (g) of the Companies Act 2013. YourBoard is pleased to inform that there is no such observation made by the Auditors in theirreport which needs any explanation by the Board.
14.2 Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Deepak Patil & Co. a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2020 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 ofCompany's Act 2013 read with the Companies (Cost records & Audit) Rules 2014therefore no such records required to be maintained.
15 PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS UNDER SECTION 186:
The Company has not provided any loan to entity covered under Section186 of the Companies Act 2013.The details of the investments made by company are given inthe Note No. 8to the financial statements.
16 PARTICULARS OF CONTRACTS ORARRANGEMENTSWITH RELATED PARTIES:
In accordance with the provisions of Section 188 of the Companies Act2013 and rules made thereunder therewere no related party transactions during the yearunder review. Hence information in Form AOC-2 is not required.The Company has adopted aPolicy on Related Party Transaction which is available on the website of the Companyi.e.www.centronalliance.in
17 CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO:
Since the Company has not carried out any activities within the purviewof Section 134(3)(m) of the CompaniesAct 2013 read with the Companies(Accounts) Rules2014 the information may be treated as NIL.
The Company recognizes that risk is an integral and unavoidablecomponent of business and is committed to managing the risk in a proactive and efficientmanner. The Company as part of business strategy has in place a mechanism to identifyassess monitor risks and mitigate various risks with timely action.
19 CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company does not meet the requirements of Section 135 of CompaniesAct 2013 for establishing Corporate Social responsibility (CSR) committee; therefore nosuch committee was established by the Board.
Pursuant to the provisions of section 134 of Companies Act 2013 andRegulation 25(4)(a) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 the Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors individually including Independent Directors. The manner inwhich the evaluation has been carried out is explained in the Corporate Governance report.
21 SIGNIFICANT AND MATERIALORDERS PASSED BYTHE REGULATORS ORCOURTS:
There are no significant or material orders passed by the Regulators /Courts which would impact the future operations going concern status of the Company.
The Company has a proper internal control system which providesadequate safeguards and effective monitoring of the transactions and ensures that allassets are safeguarded and protected against loss from unauthorized use or disposition.
Moreover the audit committee of the Company regularly reviews theaudit plans adequacy of internal control as well as compliance of accounting standards.
Also the Whole Time Director has the responsibility for establishingand maintaining internal controls for financial reporting and that they also have theoverall responsibility to evaluate the effectiveness of internal control systems of theCompany pertaining to financial reporting and they have to disclose to the auditors andthe Audit Committee deficiencies in the design or operation of such internal controls ifany of which they are aware and the steps they have taken or propose to take to rectifythe deficiencies.
23 DISCLOSURE IN TERMS OF VIGIL MECHANISM:
The Company believes in the conduct of its affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior. The Company is committed to develop aculture in which every employeefeels free to raise concerns about any poor or unacceptable practice and misconduct. Inorder to maintain the standards Company has adopted Whistle Blower Policy to provide aframework to promote responsible and secure
whistle blowing.The Board of Directors of your Company has adopted theVigil Mechanism and Whistle Blower Policy incompliance of Companies Act 2013.
24 COMMISSION RECEIVED BY DIRECTORS FROM HOLDING ANDSUBSIDIARY:
The Company does not have any holding/ subsidiary company. Henceprovisions of section 197 (14) of Companies Act 2013 are not applicable to the Company.
25 DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORSAND KEY MANAGERIALPERSONNEL
The prescribed particulars of employees required under section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended is enclosed as Annexure IVandforms the part of this Board Report.
During the year there was no employee drawing remuneration in excessof Rs. 10200000/- p.a. or Rs. 850000/- p.m. if employee of the part of the yearAccordingly information required to be given pursuant to provisions of Section 197(12) ofthe Companies 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 EQUITYSHARESWITH DIFFERENTIAL VOTING RIGHTS:
The company has not issued any shares with differential voting rightsand accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (ShareCapital and Debentures) Rules 2014 of the Companies Act2013 and rules framed there underare not applicable for the year.
28 DETAILS OF SWEAT EQUITY SHARES:
The Company has not issued sweat equity shares pursuant to provisionsof Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules 2014during the Financial Year.
29 DETAILS OF EMPLOYEES STOCK OPTION SCHEME:
The Company has not issued shares under employee's stock options schemepursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital andDebenture) Rules 2014.
30 DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED:
The Company has not made any provision of money for the purchase of orsubscription for shares in the Company or its holding Company if the purchase of or thesubscription for the shares by trustees is for theshares to be held by or for the benefitof the employees of the Company and accordingly the provisions ofChapter IV (Share Capitaland Debentures) of the Companies Act 2013 and rules framed there under are notapplicablefor the year.
31 CORPORATE GOVERNANCE REPORT
Your Company and its Board has been complying with Corporate Governancepractices as set out in a separate report in pursuance of requirement of Para C ofSchedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
32 MANAGEMENT DISCUSSION ANDANALYSIS STATEMENT
Management Discussion and Analysis statement in pursuance ofrequirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is forming part of this Annual Report.
33 PAYMENT OF LISTING FEES:
Annual listing fee for the year 2020-21 will be paid by the Company toBSE.
34 DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form andyour Company has connectivity with both the Depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In viewof the numerous advantages offered by the Depository System members are requested toavail the facility of Dematerialization of the Company's shares on either of theDepositories mentioned as aforesaid.
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.
The company's shares are presently held in both electronic and physicalmodes.
37 REASON OF SUSPENSION OF TRADING OF THE SECURITIES OF THE COMPANY
The BSE has suspended our company due to surveillance measure for whichno explanation is being given by the BSE and general circular has been issued by BSE on25th August 2015 to the Company.
38 TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF):
As per the provisions of section 125 of the Companies Act 2013 and asper rule 3 of the Investor Education andProtection Fund (awareness and protection ofinvestors) Rules 2001 No amount is pending to be transferredto IEPF.
The Board of Directorsof Directors wish to place on record theirappreciation of the extended co-operation and assistance rendered to the company andacknowledgewith gratitude the continued support and cooperation extended by thestakeholders investors employees workers and bank of the company which had always beena source of strength for the Company.
FORAND ON BEHALF OF THE BOARD OF DIRECTORS OF CENTRONINDUSTRIALALLIANCELIMITED
|Place : Indore ||WHOLE TIME DIRECTOR ||DIRECTOR |
|Date : 03-09-2020 ||MR. ANAND PRATAP SINGH ||RAVINDRAHETAWAL |
| ||DIN : 06711543 ||DIN 07262677 |