You are here » Home » Companies » Company Overview » Centrum Capital Ltd

Centrum Capital Ltd.

BSE: 501150 Sector: Financials
NSE: CENTRUM ISIN Code: INE660C01027
BSE 00:00 | 22 Mar 32.70 -1.60
(-4.66%)
OPEN

33.95

HIGH

34.30

LOW

32.00

NSE 00:00 | 22 Mar 32.75 -1.50
(-4.38%)
OPEN

34.50

HIGH

34.50

LOW

32.55

OPEN 33.95
PREVIOUS CLOSE 34.30
VOLUME 73422
52-Week high 68.00
52-Week low 28.50
P/E
Mkt Cap.(Rs cr) 1,360
Buy Price 32.70
Buy Qty 237.00
Sell Price 32.75
Sell Qty 6.00
OPEN 33.95
CLOSE 34.30
VOLUME 73422
52-Week high 68.00
52-Week low 28.50
P/E
Mkt Cap.(Rs cr) 1,360
Buy Price 32.70
Buy Qty 237.00
Sell Price 32.75
Sell Qty 6.00

Centrum Capital Ltd. (CENTRUM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 40th Annual Report andAudited Accounts of your Company for the financial year ended March 31 2018.

Financial Highlights

The summarized performance of the Company for the financial year 2017-18 and 2016-17 isgiven below:

(Rs. In lakh)

Particulars

Centrum Capital Limited (Standalone)

Centrum Capital Limited (Consolidated)

2017-18 2016-17 2017-18 2016-17
Net revenue from operations 2653.77 2680.64 988367.75 686312.27
Add: Other income 11970.53 14250.35 4642.12 13189.56
Total Income 14624.31 16930.99 993009.87 699501.83
Total expenditure before finance cost depreciation & Exceptional items (if any) and taxes 4572.91 8780.32 974582.81 685280.72
Profit before finance cost depreciation exceptional items and taxes 10051.40 8150.67 18427.06 14221.10
Less: Finance costs 3360.65 3782.77 9612.32 5967.60
Profit before depreciation exceptional items and taxes 6690.75 4367.90 8814.73 8253.39
Less: Depreciation 130.64 258.91 821.92 664.64
Profit before exceptional items and taxes 6560.11 4108.99 7992.81 7588.75
Add/(Less): Exceptional items 0.00 0.00 0.00 0.00
Profit before taxes 6560.11 4108.99 7992.81 7588.75
Less: Provision for current taxation 1402.00 630.00 5014.73 3303.42
Less : Provision for MAT credit (1197.76) (630.00) (1798.12) (668.10)
Less: Provision for deferred taxation 23.22 356.87 614.92 386.63
Profit/ (Loss) after taxes available for appropriation. 6332.65 3752.12 4161.28 4566.81
Less: Minority Interest 0.00 0.00 975.86 1565.40
Balance to be carried forward 6332.65 3752.12 3185.42 3001.41

Financial Performance and State of Company Affairs

Information on the operational and financial performance of the Company is given in theManagement Discussion and Analysis Report which is annexed to the Report and is inaccordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended ("Listing Regulations").

Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicable provision of theCompanies Act 2013 read with the Rules issued thereunder the Consolidated FinancialStatements of the Company for the financial year 2017-18 have been prepared in compliancewith applicable Accounting Standards and on the basis of audited financial statements ofthe Company its subsidiaries and associated companies as approved by the respectiveBoard of Directors.

Share Capital

During the period under review there has been no change in the authorized as well aspaid up share capital of the Company.

During the year under review the Company has allotted 20107260 convertible warrantson Preferential basis at a price of Rs 74.60 per warrant to BG Advisory Services LLP.

Debentures

During the period under review the Company has raised an amount of Rs 13292 Lakhs inmultiple tranches through private placement by way of issue of secured unlisted unratedredeemable non-convertible principal protected market linked debentures bearing a facevalue of ` 100000 /- each and the Company had not redeemed any Debentures.

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/ Group's various businesses internal controls and theiradequacy risk management systems and other material developments during the financialyear 2017-18.

Transfer to Reserves

No transfers were made to the General Reserve. An amount of Rs 3323 Lakhs wastransferred to the Debenture Redemption Reserve.` 5577443 (Consolidated) (FY 16-17 Rs15382218) was transfered to Statutory Reserves Account during the financial year 17-18.

Dividend

The Company had paid interim dividend of Rs 0.05 per equity share to the equityshareholders of the Company for the financial year 2017-18.

Considering the impending growth and expansion plans of the Company and its groupentities and the need to conserve the resources and redeploy the same the Board decidednot to recommend any further dividend for financial year 2017-18.

Material Changes and Commitments

During the year under review the Company has entered into a share purchase agreementwith EBIX Inc. USA for sale of shares held by the Company through Centrum Retail ServicesLimited (Subsidiary) in CentrumDirect Limited (a step-down subsidiary of the Company) onthe terms and condition mentioned in the said agreement.

There are no material changes and / or commitments affecting the financial position ofthe Company between the end of the financial year i.e. March 31 2018 and the date of thisReport.

Corporate Governance Report

At Centrum we ensure that we evolve and follow the corporate governance guidelines andbest practices sincerely to not just boost long-term shareholder value but also torespect minority interest. We consider it our inherent responsibility to disclose timelyand accurate information regarding financials and performance as well as leadership andgovernance of the Company.

In compliance with Regulation 34 of the 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

As on March 31 2018 the Company's Equity shares are listed on BSE Limited and theCompany had paid listing fees upto the financial year 2018-19.

The Company equity shares were admitted for listing at National Stock Exchange of IndiaLimited on April 04 2018. Now the Company's Equity shares are listed on BSE Limited andNational Stock Exchange of India Limited. The Company had paid listing fees up to thefinancial year 2018-19.

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 2017–18 are given in the Corporate Governance Reportwhich forms a part of this Report.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristic skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with a diverse background andexperience 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 the Directors KMPand other employees pursuant to the provisions of the Companies Act 2013 and the ListingRegulations which is set out in Annexure B which forms part of this Report.

Familiarisation Programme for Independent Directors

In terms of Listing Regulations the Company is required to familiarize its IndependentDirectors with their roles rights and responsibilities in the Company etc. throughinteractions 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 Policy on the Company's Familiarisation Programme for Independent Directors isavailable at www.centrum.co.in.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the 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 asa whole and performance of the Chairman was done after taking into account views ofExecutive and Non-Executive Directors.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre–enactment(s) for the time being in force) and are not disqualified from continuingas Independent Directors.

Independent Directors' Meeting

A meeting of Independent Directors was held on March 31 2018 as per Schedule IV ofthe Companies Act 2013.

Directors and Key Managerial Personnel

Induction

There was no instance for induction of Director during the financial year under review

As per the provisions of the Companies Act 2013 Mr. Ramachandra Kasargod Kamath willretire by rotation at the ensuing Annual General Meeting (AGM) of the Company and beingeligible seek re-appointment. The Board has recommended his re-appointment.

Resignation

Due to their pre-occupancy with other assignments Mr. Pankaj Thapar and Mr. Vivek Vigresigned from the directorship of the Company with effect from May 29 2017. The Board ofDirectors places on record its appreciation for the valuable services rendered by themduring their tenure as Directors of the Company.

Key Managerial Personnel

Mr. Jaspal Singh Bindra is the Executive Chairman of the Company. Mr. Shailendra Apteis the Chief Financial Officer (CFO) of the Company and Mr. Alpesh Shah is the CompanySecretary of the 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 312018 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re–enactment(s) for the time being inforce) have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2018 and of the profitand loss of the Company for the financial year ended March 31 2018;

(c) proper and suffcient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 (including anystatutory 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 by yourCompany and that such internal financial controls are adequate and operating effectively;and

(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

Audit Committee

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

The Committee met 5 (Five) times during the period under review the details of whichare given in the Corporate Governance Report that forms part of this Annual Report. As onMarch 31 2018 the composition of the Audit Committee was as follows:

Sr. No. Name Category Designation in Committee
1 Mr. Rajesh Nanavaty Independent Director Chairman
2 Mr. Subhash Kutte Independent Director Member
3 Mr. Rishad Byramjee Non-Executive Director Member
4 Mr. R.S. Reddy Non-Executive Director Member

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

Related Party Transactions

All related party transactions that were entered during the financial year under reviewwere on an arm's length basis and were in the ordinary course of business excepttransaction for purchase of step down subsidiary i.e Centrum Financial Services LimitedCentrum Microcredit

Private Limited and Centrum Housing Finance Limited from immediate subsidiary CompanyCentum Retail Services Limited which was not in the ordinary course of business.

There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

Accordingly particulars of contracts or arrangements with related party referred to insection 188(1) along with the justification for entering into such contract or arrangementin form AOC-2 does is provided in Annexure C to this Report. In line with therequirements of the Companies Act 2013 and Listing Regulations the Company hasformulated Related Party Transaction Policy which is available on the Company's website athttp://www.centrum.co.in.

Disclosure of Internal Financial Controls

The internal financial controls with reference to financial statements as designed andimplemented by the Company are adequate. During the financial year under review nomaterial or serious observations have been received from the Internal Auditors of theCompany for ineffciency or inadequacy of such controls.

Risk Management Policy

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

With ups and downs volatility and fluctuations in the financial business in which theCompany operates Company is exposed to various risks and uncertainties in the normalcourse of business. Since such variations can cause deviations in the results fromoperations and affect the financials of the Company the focus on risk managementcontinues to be high.

Centrum's risk management strategy has product neutrality speed of trade executionreliability of access and delivery of service at its core. Multiple products and diverserevenue streams enable the Company to ensure continued offering of customized solutions tosuit clients needs at all times.

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

In view of the nature of activities which are being carried out by the Company thedisclosure concerning energy conservation measures technology absorption and R & Defforts are not applicable to the Company.

The details of foreign exchange earnings and outgo during the period under review areprovided at Item No. 33 (Notes forming part of financial statements) of the AuditedAccounts. The members are requested to refer to the said Note for details in this regard.

Subsidiaries Joint Ventures Partnership and Associates

A separate statement containing the salient features of financial statements of allsubsidiaries of the Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.

During the financial year under review following changes can be noted with respect tosubsidiaries Joint Ventures Partnership & Associates.

a) The Company has incorporated a foreign subsidiary Centrum International Service PTELimited by investing Rs 193 Lakhs.

b) The Company has made additional investment of ` 3463.31 Lakhs in CentrumMicrocredit Private

Limited Rs 17215.28 Lakhs in Centrum Financial Services Limited and Rs 2600 Lakhs inCentrum Housing Finance Limited.

c) The Company with its partner incorporated an LLP named Centrum Alternatives LLP andthe Company became a partner in Centrum Alternatives LLP by initially contributing Rs 0.66Lakhs and acquired an interest of 66.67%. Further during the year an additionalcontribution of Rs 500.30 Lakhs was made. Centrum Alternatives LLP with its partnerincorporated another LLP named Centrum REMA LLP by initially contributing Rs 0.99 Lakhs inthe said LLP.

d) Centrum Retail Services Limited immediate subsidiary had bought back 2.17% equitystake from its investor. In this regard the total stake held by the Company in CentrumRetail Services Limited is 85.32%

e) Centrum Retail Services Limited had acquired 99.36% equity stake in CentrumSecurities Private Limited hereby Centrum Securities Private Limited became a subsidiaryof Centrum Retail Services Limited.

f) Centrum Capital Limited had made additional investment of Rs 295 Lakhs and Rs 495Lakhs in Centrum Defence Systems Limited and Centrum Infrastructure Advisory ServicesLimited Wholly owned subsidiary companies.

As a part of its corporate restructuring;

a) Step-down Subsidiaries i.e. Agrata Mercantile Private Limited and Shree SrinivasRealtors Private Limited have been merged with its immediate holding Company CentrumFinancial Services Limited.

b) Step-down subsidiaries i.e. Centrum Housing Finance Limited Centrum FinancialServices Limited and Centrum Microcredit Private Limited have become direct subsidiariesof the Company.

c) CentrumDirect Limited a step-down subsidiary Company transferred the entire stakeheld in Pyxis Finvest Limited to JBCG Advisory Services Private Limited. Thus PyxisFinvest Limited no longer remain subsidiary of the Company.

d) The Company divested its balance 67.50% equity stake in Buyforex India Limited toCentrumDirect Limited a step-down subsidiary Company.

e) The Company had together with investors (NYLIM JACOB BALLAS India Fund IV EvolvenceIndia Fund II Jacob Ballas Capital India Private Limited) entered into definitiveagreement to sell the entire investment held in CentrumDirect Limited ("CDL") astep-down and a material subsidiary of the Company held through a subsidiary companyCentrum Retail Services Limited ("CRSL") to Ebix Inc. USA. Thus by thisagreement the step-down subsidiary i.e. Krish & Ram Private Limited and Buyforex IndiaLimited is also sold off.

The Company has Seventeen (17) Subsidiaries (including step down Subsidiaries) Two (2)Joint Ventures and One (1) Associate Company as on March 31 2018. Further the Report onthe performance and financial position of each of the subsidiary associate and jointventure and salient features of the financial statements in the prescribed form AOC-1 isannexed to this Report (Annexure D).

Financial of subsidiaries are uploaded on the Company's website www.centrum.co.in andalso available for inspection at the Corporate Office at Centrum House CST RoadVidyanagari Marg Kalina Santacruz (East) Mumbai 400098.

Auditors and Auditors Report

i. Statutory Auditors

The members of the Company at the 36th Annual General Meeting of the Companyheld on December 31 2014 had reappointed M/s. Haribhakti & Co. LLP CharteredAccountants as a Statutory Auditors till the conclusion of the 41st AnnualGeneral Meeting of the Company to be held in the year 2019 subject to ratification oftheir appointment at every Annual General Meeting.

However as per circular of Ministry of corporate Affairs with effect from May 072018 there is no need for ratification of appointment at every Annual General Meetinghence agenda item for ratification of appointment of Auditor is not required.

With regard to note No. 37 in the Auditor's Report we wish to submit as under;

Based on the financial estimates and business rationale provided by the management forits exposure in Centrum Infrastructure Advisory Limited (CIAL) Centrum Defence SystemsLimited (CDSL) and Centrum Capital Holdings LLC (CCH LLC) confirming fair valuation higherthan the cost of Investments of Rs 500.00 Lakhs in CIAL Rs 300.00 Lakhs in CDSL and Rs194.28 Lakhs in CCH LLC the management believes that no impairment provision is requiredin respect of said Investments along if with loans advanced amounting to Rs 17.64 Lakhs toCIAL and Rs 64.01 Lakhs to CCH LLC.

With regard to note 40 in the Auditor's Report we wish to submit as under;

The Central Government has partially allowed the excess remuneration and the Companymade an application to the Central Government making a representation for giving approvalof the balance. The outcome of the same is awaited pending which the balance amount isheld in trust by the Executive Chairman

ii. Secretarial Audit

The Board had appointed Mr. Umesh P MaskeriCompanySecretaryinpracticeasSecretarialAuditor to conduct secretarial audit for thefinancial year ended March 31 2018. In pursuant to the provisions of Section 204 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Reportof the Secretarial Auditor is provided as Annexure E to this Report in connectionwith the observation in the report the Secretarial Auditors' Report is self-explanatoryand does not call for any further comments.

Utilization of Proceeds of Preferential Allotment and MLD

The details of utilization of proceeds raised through preferential issue of warrantsand MLD are disclosed to the Audit Committee and in the Annual Report. The Company has notutilized these funds for purposes other than those stated in the postal ballot notice sentto the Members for the approval of agenda item through postal ballot for the saidpreferential issue of Warrants.

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 enclosed herewith as Annexure F.

Extract of Annual Return

The details forming part of the extract of the Annual Return as on March 31 2018 inForm MGT – 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out herewith as AnnexureG to this Report.

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 2018 are set out in Note 42 to 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 allits employees and has zero tolerance for sexual harassment at workplace. In order toprohibit prevent and redress complaints of sexual harassment at workplace The Companyhas constituted a Complaint Committee in line with the provision of Section 4(1) of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The Company has not received any complaint of sexual harassment during the financialyear 2017-18.

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

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

Particulars Details
1 Name of the Trust Centrum ESPS Trust
2 Details of the Trustee(s) 1) Mr. Rajendra Naik and
2) Mr. Ajay Sharma
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 24581160
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. NIL
3 Number of shares transferred to the employees/sold. 11400000
4 Number of the share held at the end of the year. 13181160

During the financial year there was no secondary acquisition of shares by Trust.

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 H to this Report.

There were no instances of non-exercising of voting rights in respect of sharespurchased directly by the employees under a scheme pursuant to Section 67(3) of theCompanies Act 2013 read with Rule 16(4) of Companies (Share Capital and Debenture) Rules2014 and hence no information 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 set outin Annexure I to this Report and is also accessible on the Company's website atwww.centrum.co.in.

The Company is not having any liability towards corporate social responsibility underSection 135 of Companies Act 2013 during the current financial year 2017-18 based on thecomputations of average net profits during the preceding three financial year.

Public Deposits

During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and74oftheCompaniesAct2013readwiththeCompanies (Acceptance ofDeposits) Rules 2014 (including any statutory modification(s) or re–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 impacting the going concern status of your Company and its operations in future.

General

Your Directors state that no disclosure or reporting is required in respect of 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. There are no significant and material order passed by the regulators or courts ortribunals impacting the going concern status in company operation's in future.

5. There has been no change in the nature of business of the Company. Hence disclosureunder Rule 8(5) (ii) of the Companies (Accounts) Rules 2014 is not applicable.

There were no instances of non-exercising of voting rights in respect of sharespurchased directly by the employees under a scheme pursuant to Section 67(3) of theCompanies Act 2013 read with Rule 16(4) of Companies (Share Capital and Debenture) Rules2014 and hence no information has been furnished.

Human Resource and Employee Relationship

There is an ongoing emphasis on building a progressive Human Resources culture withinthe organization. Structured initiatives that foster motivation team work andresult-orientation continue to be addressed.

Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in demat suspense account or unclaimed suspenseaccount.

Weblink

All the Policies required under the law to upload including the following formed by theCompany as per the Companies Act 2013 and Listing Regulations are uploaded on theCompany's website and are available at www.centrum.co.in.

• Nomination and Remuneration Policy

• Remuneration criteria for Non-Executive Directors

• Related Party Transaction 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 in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions changes in government regulations tax laws economic developments within thecountry and such other factors that may affect the markets/industry in which the companyoperates.

Acknowledgement

The Directors wish to convey their gratitude and place on record their appreciation forall the employees at all levels for their hard work solidarity cooperation anddedication during the year.

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

For and on Behalf of the Board of Directors

For Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman

DIN: 07496596

Place: Mumbai

Date: May 26 2018