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Centrum Capital Ltd.

BSE: 501150 Sector: Financials
NSE: CENTRUM ISIN Code: INE660C01027
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VOLUME 2375389
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OPEN 53.30
CLOSE 50.25
VOLUME 2375389
52-Week high 58.50
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 2,194
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Centrum Capital Ltd. (CENTRUM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 42nd Annual Report andAudited Accounts of the Company for the Financial Year ended March 31 2020.

Financial Highlights

The summarized performance of the Company for the Financial Year 2019-20 and 2018-19 isgiven below:

(Rs. In Lakhs)

Particulars Centrum Capital Limited Centrum Capital Limited
(Standalone) (Consolidated)
2019-20 2018-19 2019-20 2018-19
Net revenue from operations 1509.54 1238.99 44812.35 36012.72
Net Gain/loss on Fair value change (186.24) 833.26 1218.32 (559.15)
Add: Other operating income 364.00 0.00 952.75 18.97
Total revenue from operations 1687.30 2072.35 46983.42 35472.54
Other Income 1479.70 2286.44 1064.42 1154.32
Total Income 3167.00 4358.79 48047.84 36626.86
Total expenditure before finance cost depreciation & Exceptional items and taxes and impairment of financial assets 4249.70 6180.89 32632.46 33956.95
Profit (Loss before finance cost depreciation exceptional items and taxes and impairment of financial assets (1082.70) (1821.50) 15415.41 2669.91
Impairment of Financial Assets 109.91 96.40 (942.79) 11382.77
Profit (Loss)before finance cost depreciation exceptional items and taxes (1192.61) (1917.90) 16358.33 (8712.86)
Less: Finance costs 2404.24 5034.35 19887.71 15457.74
Profit/(Loss) before depreciation exceptional items and taxes (3596.85) (6952.25) (3529.51) (24170.60)
Less: Depreciation 264.56 640.18 2003.16 1956.58
Profit before exceptional items and taxes (3861.41) (7592.43) (5532.67) (26127.18)
Add/(Less): Exceptional items 6258.00 32135.28 6798.76 50540.01
Profit /(Loss) before taxes 2396.59 24542.59 1266.09 24412.83
Less: Provision for current taxation 30.00 4469.50 270.95 8964.03
Less: Provision for Income Tax for earlier Years (599.57) 1238.27 (830.01) 1268.21
Less: Provision for deferred taxation and MAT 41.46 511.71 1753.58 -212.99
Profit/ (Loss) after taxes available for appropriation. 2924.70 18323.37 71.57 14393.58
Total Other Comprehensive Income /(loss) (13.77) (459.90) (34.32) (437.68)
Add: Share in Profit/(Loss) of Associates - - - (241.47)
Less: Minority Interest - - (1373.19) 2534.23
Balance to be carried forward 2910.93 17863.47 1410.45 11177.51

Consolidated Financial Statements

As Per Regulation 33 of the SEBI Listing Regulations and applicable provisions of theCompanies Act 2013("the Act") read with the Rules issued thereunder theConsolidated Financial Statements of the Company for the Financial Year 2019-20 have beenprepared in compliance with applicable IND AS and on the basis of Audited FinancialStatements of the Company its Subsidiaries and Associate companies as approved by therespective Board of Directors. In accordance with the applicable IND AS 110 onConsolidated Financial Statements read with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Consolidated Audited Financial Statements andConsolidated Cash Flow Statement for the year ended March 31 2020 are provided in theAnnual Report.

A statement containing the salient features of the financial statements of each of thesubsidiary associate and joint venture in the prescribed Form AOC-1 is annexed.

The Company shall provide free of cost the copy of the financial statements of itssubsidiary associate and joint venture companies to the shareholders upon their request.The statements are also available on the website of the Company www.centrum.co.in

The consolidated net profit of the Company and its subsidiaries amounted to Rs. 71.57lakhs for the financial year as compared to Rs. 14393.58 lakhs for the previous year.

Business Overview & Future Outlook

A detailed business review & future outlook of the Company is appended in theManagement Discussion and Analysis Section of Annual Report.

Sale of Business Division

The Company has sold its debt trading business to Gundlepet Finance and InvestmentsPrivate Limited on a slump sale and as-is where is basis for an aggregate considerationofRs. 5100 lakhs and the resultant gain was Rs. 305.49 lakhs.

Share Capital

During the Financial year under review there has been no change in the authorized aswell as paid-up share capital of the Company.

Debentures

During the Financial Year under review the Company issued 2441 Market LinkedDebentures amounting to Rs. 2571.75 lakhs (including premium) and redeem 1589 MarketLinked Debentures amounting to Rs. 1589.00 lakhs

Credit Rating

Centrum Capital Limited NCD issue of Rs. 100 crores has been assigned a rating of BWRPPMLD BBB (Pronounced BWR Principal Protected Market Linked Debentures Triple B) (Outlook:Stable).

Debenture Trustees

Debenture Trustee Agreement was executed between Centrum Capital Limited and BeaconTrusteeship Limited for NCDs issued by the Company on private placement basis.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of the Company's various businesses internal controls and their adequacy riskmanagement systems and other material developments during the Financial Year 2019-2020.

Transfer to Reserves

No amount has been transferred from Profit and loss account to Reserves. Rs. 397.25lakhs are being transferred from Debenture Redemption Reserve to General Reserve.

Dividend

After taking into consideration the impact of the pandemic on the economy and the needtherefore to conserve resources your Directors do not propose any dividend for thefinancial year 2019-2020.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and date of the Report.

In the wake of COVID-19 outbreak Government of India decided lockdown across thecountry from March 25 2020 and shut down all the non-essential business activities tocontain the spread of COVID-19 in the Country.

Accordingly the Company complied with the Government guidelines and shut down itsbranches and business units across India with effect from March 25 2020 during theperiod of lock down. Thereafter the Company partially opened its branches and resumedoperations in compliance with the directions of Government Authorities. The Company ishopeful and confident that the measures taken by the Government will help to contain thespread of COVID-19. There has been no change in the nature of business of your Company. Nosignificant or material orders have been passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company and / or the Company's operations infuture.

Corporate Governance Report

At Centrum we ensure that we evolve and follow corporate governance guidelines notjust to boost long-term shareholder value but also to respect minority interest. Weconsider it our responsibility to disclose timely and accurate information regardingfinancial business performance and governance of the Company.

In compliance with Regulation 34 of the SEBI Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance forms anintegral part of this Report.

Listing Fees

The Company's equity shares are listed on BSE Limited and National Stock Exchange ofIndia Limited and the Company has paid listing fees upto the Financial Year 2020-21.

Number of meetings of the Board and its committees

The details of the meetings of the Board of Directors and its Committees convenedduring the Financial Year 2019-2020 are given in the Corporate Governance Report whichforms part of this Report.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience required the Board as a whole and itsindividual members with the objective of having a Board with a diverse background and richexperience in business. Characteristics expected from all Directors include independenceintegrity high personal and professional ethics sound business judgment ability toparticipate constructively in deliberation and willingness to exercise authority in acollective manner. The Policy regarding the same is provided in Annexure A to thisReport.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for Directors KeyManagerial Personnel Senior Management and other employees pursuant to the provisions ofthe Companies Act 2013 and the SEBI Listing Regulations as set out in Annexure Bwhich forms part of this Report.

Familiarisation Programme for Independent Directors

In terms of SEBI Listing Regulations the Company is required to familiarize itsIndependent Directors with their roles rights and responsibilities in the Company etc.through interactions and various programmes.

The Independent Directors are also required to undertake appropriate induction andregularly update and refresh their skills knowledge and familiarity with the Company interms of Schedule IV of the Companies Act 2013.

The details on the Company's Familiarisation Programme for Independent Directors isavailable at the Company's website www.centrum.co.in

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the SEBI Listing Regulations (including any statutory modification(s) orre–enactment(s) for the time being in force) the process for evaluation of theannual performance of the Directors/ Board/Committees was carried out.

The criteria applied in the evaluation process are detailed in the Corporate GovernanceReport which forms part of this Report. In a separate meeting of Independent Directorsevaluation of the performance of Non-Independent Directors performance of Board as awhole and performance of the Chairman was done after taking into account the views of theExecutive and Non-Executive Directors.

Declaration by Independent Directors

The Company has received declarations from all

Independent Directors confirming that they meet the criteria of independence asprescribed under the provisions of the Companies Act 2013 read with the Schedules andRules issued thereunder as well as Regulation 16(1) (b) of the SEBI Listing Regulations(including any statutory modification(s) or re–enactment(s) for the time being inforce).

Independent Directors' Meeting

A meeting of Independent Directors was held on February 12 2020 as per schedule IV ofthe Companies Act 2013.

Directors and Key Managerial Personnel Induction

The Board of Directors vide Board resolution passed on September 12 2019 subject tothe approval of the shareholders in the General Meeting appointed Mr. Subrata KumarAtindra Mitra (DIN: 00029961) as an Additional

Director (Non-Executive Independent Director) of the Company for a period of 5 yearswith effect from September 12 2019 on terms of remuneration as recommended by theNomination and Remuneration Committee. Mr. Subrata Kumar Atindra Mitra holds office untilthe ensuing Annual General Meeting and is eligible for appointment. A proposal to appointMr. Subrata Kumar Atindra Mitra as a Non-Executive Independent Director of the Company fora period of 5 consecutive years from September 12 2019 not liable to retire by rotationhas been placed in the ensuing Annual General Meeting for approval of the Members.

The Board of Directors at its meeting held on December 12 2019 subject to theapproval of the shareholders in the General Meeting appointed Mr. Tejendra Mohan Bhasin(Din: 03091429) as an Additional Director (Non-Executive Independent Director) of theCompany for a period of 5 years with effect from December 13 2019 on terms ofremuneration as recommended by the Nomination & Remuneration Committee. Mr. TejendraMohan Bhasin holds office until the ensuing Annual General Meeting and is eligible forappointment. A proposal to appoint Mr. Tejendra Mohan Bhasin as a Non- ExecutiveIndependent Director of the Company for a period of 5 consecutive years from December 132019 not liable to retire by rotation has been placed in the ensuing Annual GeneralMeeting for approval of the Members.

The Board of Directors at its meeting held on February 12 2020 subject to theapproval of the shareholders in the General Meeting appointed Mr. Rajesh Kumar Srivastava(DIN: 00302223) as an Additional Director (Non-Executive Independent Director) of theCompany for a period of 5 years with effect from February 12 2020 on terms ofremuneration as recommended by the Nomination & Remuneration Committee. Mr. RajeshKumar Srivastava holds office until the ensuing Annual General Meeting and is eligible forappointment. A proposal to appoint Mr. Rajesh Kumar Srivastava as a Non- ExecutiveIndependent Director of the Company for a period of 5 consecutive years from February 122020 not liable to retire by rotation has been placed in the ensuing Annual GeneralMeeting for approval of the Members.

The Shareholders vide special resolution passed vide postal ballot on June 23 2020has reappointed Mr. Subhash Kutte as Non-Executive Independent Director of the Companyfor a second term of 5 years with effect from July 06 2020 on terms of remuneration asrecommended by the Nomination & Remuneration Committee and the Board.

As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Mr. Rishad Byramjee (DIN: 00164123) Non-Executive Director of the Company isliable to retire by rotation at the ensuing Annual General

Meeting (AGM) and being eligible seek re-appointment. The Board has recommended hisre-appointment.

Information pursuant to Regulation 36(3) of the SEBI Listing Regulations with respectto the Directors seeking Appointment/Re-appointment is appended to the Notice conveningthe ensuing Annual General Meeting. The Board recommends their Appointment/Re-appointment.

Resignation

Due to other professional engagements and commitments coupled with the difficulty inundertaking travel from Dubai to Mumbai periodically Mr. Ibrahim Belselah Non-ExecutiveIndependent Director of the Company resigned from the directorship of the Company witheffect from June 14 2019.

The Board places on record its appreciation for the valuable services rendered by himduring his tenure as Director of the Company.

Key Managerial Personnel

Mr. Jaspal Singh Bindra is the Executive Chairman of the Company. Mr. SriramVenkatasubramanian is the Chief Financial Officer of the Company and Mr. Alpesh Shah isthe Company Secretary of the Company.

Disclosure under Section 197(14) of the Act.

The Executive Chairman of the Company has not received any commission from its holdingor subsidiary company.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re–enactment(s) for the time being in force) the Directors of theCompany confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended March 312020 the applicable IND AS and Schedule III of the Companies Act 2013 (including anystatutory modification(s) or re–enactment(s) for the time being in force) have beenfollowed and there are no material departures from the same; (b) the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of your Company as at March 31 2020 and of the profit and loss of the Companyfor the Financial Year ended March 31 2020;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re–enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; (d) the annual accounts have been prepared on a ‘going concern'basis; (e) proper internal financial controls laid down by the Directors were followed byyour Company and that such internal financial controls are adequate and operatingeffectively; and (f) proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the Management's financial reporting process and ensure accurate and timelydisclosures with the highest levels of transparency and integrity and quality of financialreporting.

The Committee met 4 (Four) times during the period under review. The details are givenin the Corporate Governance Report that forms part of this Report.

As on March 31 2020 the composition of the Audit Committee was as follows:

Sr. No. Name Category Designation in Committee
1 Mr. Rajasekhara Reddy Independent Director Chairman
2 Mr. Subhash Kutte Independent Director Member
3 Mr. Rishad Byramjee Non-Executive Director Member
4 Mr. Narayan Vasudeo PrabhuTendulkar Independent Director Member

The recommendations of Audit Committee given from time to time were considered andaccepted by the Board.

Contracts/Arrangement with Related Party

In line with the requirements of the Act your Company has formulated a policy onRelated Party Transactions which describes the transactions requiring requisite approvalsand requirements of appropriate reporting and disclosure of transaction between theCompany and its related parties.

The said policy has also been uploaded on the Company's website www.centrum.co.in

All Related Party Transactions that are entered into by the Company are placed beforethe Audit Committee for review and approval before approval by Board as per requirementsof Section 188 of the Act. Though there were certain transactions entered into by theCompany in its ordinary course of business other than transactions which are not on anarms' length basis reviewed and approved by Audit Committee from time to time aredisclosed in the Form AOC – 2 are provided in Annexure C to this Report.

Internal Financial Control and Adequacy

The Company has put in place adequate policies and procedures to ensure that the systemof internal financial control commensurate with the size and nature of the Company'sbusiness.

These systems provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes safeguarding of assets of theCompany prevention and detection of frauds accuracy and completeness of accountingrecords and ensuring compliance with Company's policies.

Risk Management Policy

The Company has a Risk Management Policy and Guidelines in place which identifies allmaterial risks faced by the Company.

Due to volatility in the financial markets the Company is exposed to various risks anduncertainties in the normal course of business. Since volatility can impact operations andfinancials the focus on risk management continues to be high.

Centrum's risk management strategy has product neutrality speed of executionreliability of access and delivery of service at its core. Multiple services and diverserevenue streams enable the Company to ensure continuity in offering customized solutionsto suit client needs at all times

Conservation of Energy Technology Absorption and R & D Efforts and ForeignExchange Earnings and Outgo Conservation of Energy

The Company's' operations call for nominal energy consumption cost and there were nomajor areas where conservation measures could be applied on. However the Company ismaking continuous efforts to conserve energy and optimize energy consumption practicableby economizing the use of power.

Technology Absorption and R & D Efforts

The Company has always been using the latest technology available in the industry.Accordingly efforts are made to maintain and develop the quality of the product to meetthe expectations of the market.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year under review was Rs.100.02 lakhs and Rs. 66.21 Lakhs respectively as compared to Rs. 60.50 lakhs and Rs.130.75 lakhs respectively.

Subsidiaries Joint Ventures and Associates

A separate statement containing salient features of the financial statements of allsubsidiaries joint ventures and associates of the Company forms part of the consolidatedfinancial statements in compliance with Section 129 and other applicable provisions ifany of the Companies Act 2013.

There has been no material change in the nature of the business of the subsidiariesjoint ventures and associates.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company Consolidated Financial Statements along with relevant documents andseparate audited financial statements in respect of subsidiaries joint ventures andassociates are available on the website of the Company www.centrum.co.in

During the Financial Year under review following capital transactions were undertaken:

i) Incorporation of New Company:

The Company incorporated Centrum Capital Advisors Limited w.e.f. April 26 2019 andinfused capital of Rs. 1 crore.

During the yea the company proposed to seed a r business in Dubai InternationalFinancial Center Dubai through a wholly owned subsidiary. However in the context ofworsening economic scenario the company has shelved the plan for now.

ii) Infusion of Additional Capital in subsidiary/stepdown subsidiary/associates/jointventure:

a) The Company has invested funds of Rs. 50 lakhs by investing in the units ofKalpavriksh Fund.

b) The Company has invested funds of Rs. 100 lakhs by investing in the units of CentrumCredit Opportunities Fund.

c) The Company has invested Rs. 157.65 lakhs in its Foreign Subsidiary CentrumInternational Services PTE Limited.

d) Company has invested Rs. 750 lakhs in Equity shares and Rs. 750 lakhs CompulsoryConvertible Debentures issued by Centrum Microcredit Limited (a subsidiary).

e) The Company has opted for conversion of 74480000 Compulsory ConvertibleDebentures of Centrum Housing Finance Limited (a subsidiary) of Rs. 10 each into equityshares of Rs. 10 each.

f) Company has opted for conversion of 13500000 Compulsory Convertible Debentures ofCentrum Microcredit Limited (a subsidiary) of Rs. 10 each into equity shares of Rs. 10each.

g) The Company has purchased 354759 equity shares of Centrum Retail Services Limited(a subsidiary) at a consideration of Rs. 1198.50 lakhs from non-controlling interestshareholders against transfer of 10000000 Compulsory Convertible Debentures of CentrumMicrocredit Limited (a subsidiary).

iii) Sale of Securities: a) Company has concluded the transaction of selling98956942 equity shares (It's entire stake) at consideration of Rs. 29775.78 lakhs and15091430 Compulsory Convertible Debentures at consideration of Rs. 1509.14 lakhs ofCentrum Financial Services Limited (a subsidiary) to Centrum Retail Services Limited (asubsidiary).

The consequential loss amounting to Rs. 550.29 lakhs is reflected under exceptionalitems. b) The Company has withdrawn capital from its subsidiary "Centrum AlternativesLLP" to the tune of Rs. 464.00 lakhs. c) Company has concluded the transaction ofselling 1500000 equity shares (It's entire stake) at consideration of Rs. 157.80 lakhsof Centrum Holdings Limited (Formerly known as Essel-Centrum Holdings Limited) (asubsidiary) to JBCG

Advisory Services Private Limited (a Promoter company). The consequential profitamounting to

Rs. 7.80 lakhs is reflected under exceptional items.

iv) Others:

The Company together with its subsidiary company Centrum Housing Finance Limited (asubsidiary) has entered into binding agreements with NHPEA Kamet Holding B.V. tosubscribe 66690413 equity shares of face value of Rs. 10 each of CHFL for an aggregateconsideration of about Rs. 19006.67 lakhs. Centrum Financial Services Limited became 100%subsidiary of Centrum Retail Services Limited w.e.f. June 28 2019 The Company hasFourteen (14) Subsidiaries (including stepdown subsidiaries) and one (1) Associate Companyand one (1) Joint Venture as on March 31 2020. Further a Report on the financialperformance of each of the subsidiary associate and joint venture and salient features ofthe financial statements in the prescribed form AOC-1 is annexed to this Report. AnnexureD

Material Subsidiaries

During the Financial Year under review the Company has the following materialsubsidiaries as per the thresholds laid down under the SEBI Listing Regulations: Pursuantto Regulation 16(1)(C) of the SEBI (LODR) Regulations 2015 following were considered asMaterial Subsidiaries:

1) Centrum Retail Services Limited

2) Centrum Financial Services Limited

3) Centrum Microcredit Limited

4) Centrum Housing Finance Limited

5) Centrum Wealth Management Limited

6) Centrum Broking Limited

Pursuant to Regulation 24 of the SEBI (LODR) Regulations 2015 following wereconsidered as Material Subsidiaries:

1) Centrum Retail Services Limited

2) Centrum Financial Services Limited

3) Centrum Broking Limited

4) Centrum Wealth Management Limited

The Board of Directors of the Company have approved a Policy for determining materialsubsidiaries which is in line with the SEBI Listing Regulations as amended from time totime. The Policy has been uploaded on the Company's website – www.centrum.co.in

Auditors and Auditors Report Statutory Auditors

The Members of the Company at the 41st Annual General Meeting held onSeptember 12 2019 had reappointed M/s. Haribhakti & Co. LLP Chartered Accountants(Firm Registration No.-103523W/W100048) as the Statutory Auditors of the Company for aperiod of two years to hold office from the conclusion of the 41st AnnualGeneral Meeting to the conclusion of the 43rd Annual General Meeting to be heldin 2021.

The observations made by the Statutory Auditors on the Financial Statements of theCompany in their Report for the financial year ended March 31 2020 read with theExplanatory Notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board under Section 134(3)(f) of the CompaniesAct 2013. There are no qualifications reservations or adverse remarks made by M/s.Haribhakti & Co. LLP Statutory Auditors in their report for the Financial Year endedMarch 31 2020.

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Risk and ComplianceCommittee during the year under review.

Secretarial Auditors

The Board had appointed Mr. Umesh P Maskeri Company Secretary in practise asSecretarial Auditor to conduct the secretarial audit for the Financial Year ended March31 2020. In pursuant to the provisions of Section 204 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Report of the Secretarial Auditoris provided as Annexure E to this Report. There are no qualifications reservationsor adverse remarks made by the Secretarial Auditor in his report.

Utilization of proceeds of Preferential Allotment

The details of utilization of proceeds raised through preferential issue of NCDs aredisclosed to the Audit Committee. The Company has not utilized these funds for purposesother than those stated in the Shelf Prospectus.

Particulars of Employees and Remuneration

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theemployees of the Company is annexed herewith as Annexure F.

There are no employees fulfilling the criteria as set out under the provisions ofSection 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Particulars of Loans Guarantees and Investments

Details of loans guarantees and investments under the provisions of Section 134(3)(g)and 186(4) of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 as on March 31 2020 are set out in Note 46 of the StandaloneFinancial Statements forming part of this Report.

Disclosure as per Sexual Harassment of women at work place (Prevention Prohibition andRedressal) Act 2013

The Company is committed to provide a healthy environment to all its employees and haszero tolerance for sexual harassment at workplace. In order to prohibit prevent andredress complaints of sexual harassment the Company has constituted a Complaint Committeein line with the provision of Section 4(1) of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

There were no complaints during the Financial Year

Details as per SEBI (Share Based Employee Benefits) Regulations 2014

The details relating to Trust as per SEBI (Share Based Employee Benefits) Regulation2014

Sr. No Particulars Details
1 Name of the Trust Centrum ESPS Trust
2 Details of the Trustee(s) Name of the Trustee:
1) Mr. P R Kalyanaraman and
2) Mr. Kapil Bagla
3 Amount of loan disbursed by the Company/any company in the group during the year Nil
4 Amount of loan outstanding (repayable to Company/any company in the group) as at the end of the year. Nil
5 Amount of the loan if any taken from any other source for which company/any company in the group has provided any security or guarantee. Nil
6 Any other contribution made to the Trust during the year. Nil
ii) Brief Details of transactions held by the Trust.
Sr. No Particulars Details
1 Number of shares held at the beginning the year 17442160
2 Number of shares acquired during the year through (i) primary issuance (ii) secondary issuance also as a percentage of paid up equity capital as at the end of the previous financial year along with information or weighted average cost of acquisition per share. (i) Nil (ii) 2480074 & 0.60 %
3 Number of shares transferred to the employees/sold along with the purpose thereof. 500000
4 Number of shares held at the end of the year. 19422234

Statement pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations 2014are set out herewith as Annexure G to this Report.

There were no instances of non-exercising of voting rights in respect to sharespurchased directly by the employees under a scheme pursuant to section 67(3) of the Actread with Rule 16(4) of Companies (Share Capital and Debenture) Rules 2014 and hence noinformation has been furnished.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities as required under Section 134(3)(0) of theCompanies Act 2013 read with Rule 8 of the Companies (CSR Policy) Rules 2014 is setout in Annexure H to this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return as on March 31 2020 inForm MGT – 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 is annexed herewith as AnnexureI.

Public Deposits

During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre–enactment(s) for the time being in force).

Significant/material orders passed by the Regulators

There are no significant material orders passed by the Regulators or Courts orTribunals that impact the Company's going concern status and its future operations.

Disclosure on compliance with Secretarial Standards

The Company confirms that the Secretarial Standards issued by the Institute of CompanySecretaries of India were complied with.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and toprovide adequate safeguards against victimization of persons who may use the mechanism.The Whistle Blower Policy has been posted on Company's website i.e. www.centrum.co.in

Reporting of Frauds

During the Financial Year under review neither the statutory auditors nor thesecretarial auditors have reported any instances of fraud against the Company by itsofficers or employees as laid down under Section 143(12) of Companies Act 2013 and Rulesframed thereunder.

Investor Relations

Your Company has an effective Investor Relations Program through which the Companycontinuously interacts with the investment community through various communicationchannels viz. Individual Meetings One-on-One interaction.

Your Company ensures that critical information about the Company is made available toall its investors by uploading such information on the Company's website under theInvestors section.

Your Company also intimates stock exchanges regarding upcoming events like declarationof quarterly & annual earnings with financial statements and other such matters havingbearing on the share price of the Company

General

Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions pertaining to these items during the periodunder review.

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. There was no revision in financial statements.

3. Company has not issued any sweat equity shares.

4. The Company has not declared any dividend for the financial year 2012-13. Thereforethere was no unclaimed and unpaid dividend and hence disclosure pursuant to Section 124 ofCompanies Act 2013 and Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 was not required.

5. Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

Human Resource and Employee Relationship

There is an ongoing emphasis on building a progressive Human Resources culture withinthe organization. Structured initiatives that foster motivation teamwork and resultorientation continue to be addressed.

Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in the demat suspense account or in the unclaimedsuspense account.

Web link

All the Policies including the following framed by the Company as per the CompaniesAct 2013 and Listing Regulations are uploaded on the Company's website at www.centrum.co.in.

• Nomination and Remuneration Policy

• Remuneration criteria for Non-Executive Directors • Related PartyTransaction Policy • Familiarisation Programme for Independent Directors •Policy on determining Material Subsidiaries

Cautionary Statement

Statements in the Directors' Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed.

Important factors that could influence the Company's operations include global anddomestic demand and supply conditions changes in government regulations tax lawseconomic developments within the country and such other factors that may affect themarkets/industry in which the company operates.

Acknowledgement:

The Directors wish to convey their gratitude and place on record their appreciation foremployees across levels for their hard work solidarity cooperation and dedication duringthe year.

The Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.