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 | 12 Aug 26.25 -0.35
(-1.32%)
OPEN

26.40

HIGH

26.75

LOW

25.40

NSE 00:00 | 12 Aug 26.15 -0.55
(-2.06%)
OPEN

26.20

HIGH

26.90

LOW

25.55

OPEN 26.40
PREVIOUS CLOSE 26.60
VOLUME 16940
52-Week high 47.65
52-Week low 18.20
P/E
Mkt Cap.(Rs cr) 1,092
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.40
CLOSE 26.60
VOLUME 16940
52-Week high 47.65
52-Week low 18.20
P/E
Mkt Cap.(Rs cr) 1,092
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

The Directors have pleasure in presenting the 44th AnnualReport and Audited Accounts of the Company for the Financial Year ended March 312022.

Financial Highlights

The summarized performance of the Company for the Financial Years2021-2022 and 2020-2021 are given below:

(Rs in Lakhs)

Standalone Consolidated
Particulars Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Net revenue from operations 2808.76 2640.40 67993.50 47567.37
Net Gain/(Loss) on Fair value change 624.24 406.35 (1067.41) 2214.01
Add: Other operating income 747.31 567.51 1459.71 240.53
Total revenue from operations 4180.31 3614.26 68385.81 50021.91
Other Income 2438.93 1964.41 1978.51 1292.62
Total Income 6619.24 5578.67 70364.32 51314.53
Total expenditure before finance cost depreciation & exceptional items and taxes and impairment of Financial assets 3317.25 2957.29 50172.10 27054.85
Profit/loss before finance cost depreciation exceptional items and taxes and impairment of financial assets 3301.99 2621.38 20192.22 24259.68
Impairment of financial assets 856.23 24.69 3478.58 1697.43
Profit/loss before finance cost depreciation exceptional items and taxes 2445.76 2596.69 16713.64 22562.25
Less: Finance cost 5875.88 2877.82 32998.70 23842.87
depreciation exceptional items and taxes (3430.12) (281.13) (16285.06) (1280.62)
Less: Depreciation 185.46 217.09 2146.81 1919.21
Profit before exceptional items and taxes (3615.58) (498.22) (18431.87) (3199.83)
Add/(Less): Exceptional items - - - -
taxes (3615.58) (498.22) (18431.87) (3199.83)
Less: Provision for current taxation - 21.63 593.22 562.86
Less: Provision for Income Tax for earlier Years (119.10) 233.21 11.77 501.75
Less: Provision for deferred taxation and MAT (137.34) 149.33 (42.94) (83.57)
Profit/(Loss) after taxes available for appropriation (3359.14) (902.39) (18993.92) (4180.87)
Total Other Comprehensive Income/(Loss) 4.57 (21.91) (447.13) (54.55)
Add: Share in Profit/(Loss) of Associates - - - -
Less: Non-controlling Interest - - - 489.16
Balance to be carried forward (3354.58) (924.30) (19441.06) (4724.58)

Financial Performance and State of Company Affairs

Information on the operational and financial performance of the Companyis given in the Management Discussion and Analysis Report which is annexed to this Reportand is in accordance with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (“Listing Regulations”).

Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicableprovisions of the Companies Act 2013 (“the Act”) read with the Rules issuedthereunder the Consolidated Financial Statements of the Company for the Financial Year2021-22 have been prepared in compliance with applicable IND AS and on the basis ofAudited Financial Statements of the Company its Subsidiaries and Associate Companies asapproved by the respective Board of Directors. In accordance with the applicable IND AS110 on Consolidated Financial Statements read with the Listing Regulations theConsolidated Audited Financial Statements and Consolidated Cash Flow Statement for theyear ended March 31 2022 are provided in the Annual Report.

A statement containing the salient features of the Financial Statementsof each of the Subsidiary Associate and Joint Venture in the prescribed Form AOC-1 isannexed as Annexure A.

The Company shall provide free of cost the copy of the FinancialStatements of its Subsidiaries Associates and Joint Venture Companies to the Shareholdersupon their request. The statements are also available on the website of the Companywww.centrum.co.in

Transfer to Reserves

No amount has been transferred from Profit and Loss Account toReserves. No amount has been transferred from Share Outstanding Option Account to GeneralReserve. RS 1741.50 Lakhs has been transferred from Debenture Redemption Reserve toGeneral Reserve.

Dividend

With a view to conserve resources for future operations and growth theBoard has not recommended any dividend for Financial Year 2021-22.

In accordance with Regulation 43A of the Listing Regulations theCompany has formulated a ‘Dividend Distribution Policy' and details of the samehave been uploaded on the Company's website www.centrum.co.in

Unclaimed Dividend

Details of Unclaimed Dividend as on March 31 2022 is as under:

Particulars Amount (Rs)
Dividend Account 2016-17 162296.05
Interim Dividend Account 2017-18 157321.80
Final Dividend Account 2018-19 106363.80

Business Overview & Future Outlook

A detailed business review & outlook of the Company are appended inthe Management Discussion and Analysis section of the Annual Report.

Sale of Business

Centrum Financial Services Limited (“CFSL”) and CentrumMicrocredit Limited (“CML”) wholly owned subsidiaries of the Company haveeffected transfer of their respective businesses to Unity Small Finance Bank Limited astep-down subsidiary of the Company on November 01 2021.

Share Capital

During the Financial Year under review there has been no change in theauthorized as well as paid-up Share Capital of the Company.

Debentures

During the Financial Year under review the Company issued 29894

Market Linked Debentures amounting to 30445.66 Lakhs (includingpremium) and redeemed 8743 Listed Market Linked Debentures amounting to 8743.00 Lakhs.

Credit Rating

Centrum Capital Limited's NCD issue of 200 crores has beenassigned a rating of BWR PPMLD BBB (Pronounced BWR Principal Protected Market LinkedDebentures Triple B) (Outlook: Stable).

Debenture Trustees

Debenture Trustee Agreements were executed between Centrum CapitalLimited and Beacon Trusteeship Limited and Vistra ITCL (India) Limited for NCDs issued bythe Company on private placement basis.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of thisReport and gives details on the overall industry structure economic developmentsperformance and state of affairs of the Company's various businesses internalcontrols and their adequacy risk management systems and other material developmentsduring the Financial Year 2021-22. The Management Discussion and Analysis Report isannexed as Annexure B.

Business Responsibility Report

In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance and a Business Responsibility Report as per Regulation 34 of the ListingRegulations detailing the various initiatives taken by the Company on environmentalsocial and governance fronts forms part of this Annual Report. BusinessResponsibility Report is annexed as Annexure C.

Material Changes and Commitments

There were no material changes and commitments affecting the financialposition of the Company between the end of the Financial Year and date of the Report.

Corporate Governance Report

At Centrum we ensure that we evolve and follow corporate governanceguidelines not just to boost long-term shareholder value but also to respect minorityinterest. We consider it our responsibility to disclose timely and accurate informationregarding financial business performance and governance of the Company.

In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance forms an integral part of this Report. The Corporate Governance Report isannexed as Annexure D.

Listing Fees

The Company's equity shares are listed on BSE Limited and NationalStock Exchange of India Limited and the Company has paid listing fees up to the FinancialYear 2022-23.

Number of Meetings of the Board and its Committees

The details of the Meetings of the Board of Directors and itsCommittees convened during the Financial Year 2021-22 are given in the CorporateGovernance Report which forms part of this Report.

Selection of New Directors and Board Membership

Criteria

The Nomination and Remuneration Committee works with the Board todetermine the appropriate characteristics skills and experience required by the Board asa whole and its individual members with the objective of having a Board with a diversebackground and rich experience in business. Characteristics expected from all Directorsinclude independence integrity high personal and professional ethics sound businessjudgment ability to participate constructively in deliberation and willingness toexercise authority in a collective manner. The Policy regarding the same is available onthe website of the Company www.centrum.co.in.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy forDirectors Key Managerial Personnel Senior Management and other employees pursuant to theprovisions of the Act and the Listing Regulations as set out in Annexure E whichforms part of this Report.

Familiarisation Programme for Independent Directors

In terms of Listing Regulations the Company is required to familiarizeits Independent Directors with their roles rights and responsibilities in the Companyetc. through interactions and various programmes.

The Independent Directors are also required to undertake appropriateinduction and regularly update and refresh their skills knowledge and familiarity withthe Company in terms of Schedule IV of the Act.

The details on the Company's Familiarization Programme forIndependent Directors is available on the Company's website www.centrum.co.in

Board Evaluation

Pursuant to the provisions of the Act read with the Rules issuedthereunder 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 is detailed in theCorporate Governance Report which forms part of this Report. In a separate Meeting ofIndependent Directors evaluation of the performance of Non- Independent Directorsperformance of Board as a whole and performance of the Chairman was done after taking intoaccount the views of Executive and Non-Executive Directors.

Declaration by Independent Directors

The Company has received declarations from all Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Act read with the Schedules and Rules issued thereunder as well as Regulation16(1) (b) of the Listing Regulations (including any statutory modification(s) orre–enactment(s) for the time being in force).

Independent Directors' Meeting

A meeting of Independent Directors was held on March 30 2022 as perSchedule IV of the Act.

Directors and Key Managerial Personnel Induction

As per the provisions of the Act and Articles of Association of theCompany Mrs. Mahakhurshid Byramjee (DIN: 00164191) Non-Executive Director of the Companyis liable to retire by rotation at the ensuing Annual General Meeting (AGM) and beingeligible seeks re-appointment. The Board recommends her re-appointment.

Information pursuant to Regulation 36(3) of the Listing Regulationswith respect to the Directors seeking Appointment/Re-appointment is appended to the Noticeconvening the ensuing Annual General Meeting.The Board recommends theirAppointment/Re-appointment.

Key Managerial Personnel

Mr. Jaspal Singh Bindra is the Executive Chairman of the Company. Mr.Sriram Venkatasubramanian is the Chief Financial Officer.

With deep sadness and profound grief the Company informs about the sadand untimely demise of Mr. Alpesh Shah Company Secretary and Compliance Officer of theCompany on October 12 2021. Mr. Balakrishna Kumar was appointed as Company Secretary ofthe Company w.e.f. April 8 2022 till May 9 2022. Mr. Parthasarathy Iyengar joined as theCompany Secretary and Compliance Officer of the Company w.e.f. May 10 2022.

Disclosure under Section 197(14) of the Act.

The Executive Chairman of the Company has not received any commissionfrom its holding or subsidiary companies.

Directors' Responsibility Statement

Pursuant to Section 134 of the Act (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 312022 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 have selected such accounting policies applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2022 and of the profitand loss of the Company for the Financial Year ended March 31 2022;

(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 by theCompany 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 provideeffective supervision of the Management's financial reporting process and ensureaccurate and timely disclosures with the highest levels of transparency and integrity andquality of financial reporting.

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

As on March 31 2022 the composition of the Audit Committee was asfollows:

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

The recommendations of Audit Committee given from time to time wereconsidered and accepted by the Board.

Contracts/Arrangement with Related Party

In line with the requirements of the Act the Company has formulated apolicy on Related Party Transactions which describes the transactions requiring requisiteapprovals and requirements of appropriate reporting and disclosure of transactions betweenthe Company and its related parties. The said policy has also been uploaded on theCompany's website www.centrum.co.in

All Related Party Transactions that are entered into by the Company areplaced before the Audit Committee for review and approval before approval by Board asper requirements of Section 188 of the Act. Particulars of the material contracts orarrangement or transactions entered not at arm's length basis and material contractsor arrangement or transactions entered at arm's length basis are disclosed in theForm AOC-2 provided in Annexure F to this Report.

Internal Financial Control and Adequacy

The Company has put in place adequate policies and procedures to ensurethat the system of Internal Financial Control is commensurate with the size and nature ofthe Company's business.

These systems provide a reasonable assurance in respect of providingfinancial and operational information complying with applicable statutes safeguardingassets of the Company prevention and detection of fraud accuracy and completeness ofaccounting records and ensuring compliance with Company's policies.

Risk Management Policy

The Company has a Risk Management Policy and Guidelines in place whichidentifies all material risks faced by the Company.

Due to volatility in the financial markets the Company is exposed tovarious risks and uncertainties in the normal course of business. Since volatility canimpact operations and financials the focus on risk management continues to be high.

Centrum's risk management strategy has product neutrality speedof execution reliability of access and delivery of service at its core. Multiple servicesand diverse revenue streams enable the Company to ensure continuity in offeringcustomized solutions to suit client needs at all times.

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

Conservation of Energy

The Company's' operations call for nominal energy consumptioncost and there were no major areas where conservation measures could be applied on.However the Company is making continuous efforts to conserve energy and optimize energyconsumption practicable by economizing the use of power.

Technology Absorption and R & D Efforts

The Company has always been using the latest technology available inthe industry. Accordingly efforts are made to maintain and develop the quality ofproducts / services to meet the expectations of the market.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year underreview was Rs 126.45 Lakhs and Rs 37.11 Lakhs respectively as compared to 112.91 lakh andRS 98.15 Lakhs respectively.

Subsidiaries Joint Ventures and Associates

A separate statement containing salient features of the FinancialStatements of all Subsidiaries Joint Ventures and Associates of the Company forms part ofthe Consolidated Financial Statements in compliance with Section 129 and other applicableprovisions if any of the Act.

There has been no material change in the nature of the business of theSubsidiaries Joint Ventures and Associates.

Further pursuant to the provisions of Section 136 of the Act theFinancial Statements of the Company Consolidated Financial Statements along with relevantdocuments and separate Audited Financial Statements in respect of subsidiaries JointVentures and Associates are available on the website of the Company www.centrum.co.in

The Company does not have any Joint Ventures.

During the Financial Year under review following capital transactionswere undertaken:

i) Infusion of Additional Capital in subsidiary/stepdownsubsidiary/associates/joint venture:

1. The company has invested in Equity Shares of below mentionedcompanies:

Name of Companies Amount in Rs Lakhs
Centrum Financial Services Limited 29782.66
Centrum International Services PTE Ltd 277.20
Centrum Retail Services Limited 6180.50
Ignis Capital Advisors Limited 0.01

2. The Company has withdrawn capital from its subsidiary Centrum Alternatives LLP tothe tune of RS 35 Lakhs.

3. The Company has invested RS 3300 Lakhs in Compulsory Convertible Debentures ofCentrum Microcredit Limited.

4. The Company has invested RS 1509.14 Lakhs in Compulsory Convertible Debentures ofCentrum Financial Services Limited.

The Company has Sixteen (16) Subsidiaries (including stepdownsubsidiaries) and one (1) Associate Company as on March 31 2022.

Further a Report on the financial performance of each subsidiaryAssociate and Joint Venture and salient features of the Financial Statements are providedin the prescribed form AOC-1 annexed to this Report.

Material Subsidiaries

During the Financial Year under review the Company had the followingMaterial Subsidiaries as per the thresholds laid down under the SEBI Listing Regulations:

Pursuant to Regulation 16(1)(c) of the SEBI (LODR) Regulations 2015following were considered as Material Subsidiaries:

1) Centrum Retail Services Limited
2) Centrum Financial Services Limited
3) Centrum Microcredit Limited
4) Centrum Housing Finance Limited
5) Centrum Wealth Limited
6) Centrum Broking Limited
7) Unity Small Finance Bank Limited

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

1) Centrum Retail Services Limited
2) Centrum Financial Services Limited
3) Centrum Housing Finance Limited
4) Centrum Wealth Limited
5) Unity Small Finance Bank Limited

The Board of Directors has 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 43rd Annual GeneralMeeting held on August 26 2021 appointed M/s. Sharp & Tannan Chartered Accountants(Firm Registration No.- 109982W) as the Statutory Auditors of the Company for a period offive years to hold office from the conclusion of the 43rd Annual General Meeting to theconclusion of the 48th Annual General Meeting to be held in 2026.

The observations made by the Statutory Auditors on the FinancialStatements of the Company in their Report for the Financial Year ended March 31 2022read with the Explanatory Notes therein are self-explanatory and therefore do not callfor any further explanation or comments from the Board under Section 134(3)(f) of the Act.There are no qualifications reservations or adverse remarks made by M/s. Sharp &Tannan Statutory Auditors in their report for the Financial Year ended March 31 2022.

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

Secretarial Auditors

The Board has appointed Mr. Umesh P Maskeri Company Secretary inPractice as Secretarial Auditor to conduct the Secretarial Audit for the Financial Yearended March 31 2022. Pursuant to the provisions of Section 204 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Report of theSecretarial Auditor is provided as Annexure G to this Report. There are noqualifications reservations or adverse remarks made by the Secretarial Auditor in hisreport.

Utilization of proceeds of Preferential Allotment

The details of utilization of proceeds raised through preferentialissue of NCDs are disclosed to the Audit Committee. The Company has not utilized thesefunds for purposes other than those stated in the Offer Letter.

Particulars of Employees and Remuneration

The information under Section 197(12) of the Act and Rule 5(1) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 isprovided in Annexure H to this Report.

The details of employees' remuneration under Rule 5(2) & 5(3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 isprovided in separate Annexure to this Report. In terms of the second proviso to Section136(1) of the Act and the rules made thereunder the Board's Report is being sent tothe members without the aforesaid Annexure. Members interested in obtaining copy of thesame may send an email to the Company Secretary and Compliance Officer atsecretarial@centrum.co.in

None of the employees listed in the said Annexure are related to anyDirector of the Company.

Particulars of Loans Guarantees and Investments

Details of loans guarantees and investments under the provisions ofSection 134(3)(g) and 186(4) of the Act read with the Companies (Meetings of Board andits Powers) Rules 2014 as on March 31 2022 are set out in Note 44 of the StandaloneFinancial Statements forming part of this Report.

Disclosure as per Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013

The Company is committed to provide a healthy environment to all itsemployees and has zero tolerance for sexual harassment at workplace. In order to prohibitprevent and redress complaints of sexual harassment the Company has constituted aComplaint Committee in line with the provision of Section 4(1) of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

There were no complaints during the Financial Year.

Details as per SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021

Statement Pursuant to Regulation 14 read with Part F of Schedule I ofthe SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and Section62(1)(b) of the Companies Act 2013 read with Rule 12(9) of the Companies (Share Capitaland Debentures) Rules 2014 is available on the Company's website www.centrum.co.in

There were no instances of non-exercising of voting rights in respectto shares purchased directly by the employees under a scheme pursuant to section 67(3) ofthe Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules 2014 andhence no information has been furnished.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities as required under Section 134(3)(o)of the Act read with Rule 8 of the Companies (CSR Policy) Rules 2014 is set out in AnnexureI to this Report.

Extract of Annual Return

The Annual Return of the Company as on March 31 2022 in Form MGT-7 inaccordance with Section 92(3) of the Companies Act 2013 (“the Act”) read withthe Companies (Management and Administration) Rules 2014 shall be available on thewebsite of the Company at www.centrum.co.in

Public Deposits

During the year under review the Company has not accepted any depositswithin the meaning of Sections 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) 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 orCourts or Tribunals that impact the Company's going concern status and its futureoperations.

Disclosure on compliance with Secretarial Standards

The Company confirms that the Secretarial Standards issued by theInstitute of Company Secretaries of India were complied with.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns orgrievances and to provide adequate safeguards against victimization of persons who may usethe 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 Auditorsnor the Secretarial Auditors have reported any instances of fraud against the Company byits officers or employees as laid down under Section 143(12) of Companies Act 2013 andRules framed thereunder.

Investor Relations

The Company has an effective Investor Relations Program through whichcontinuous interactions with the investment community are done using various communicationchannels viz. Individual Meetings One-on-One interactions.

The Company ensures that critical information is made available to allits investors by uploading such information on the Company's website under theInvestor Relations section.

The Company also intimates stock exchanges regarding upcoming eventslike declaration of quarterly & annual earnings with Financial Statements and othersuch matters having bearing on the share price of the Company.

General

The Directors state that no disclosure or reporting is required inrespect to the following items as there were no transactions pertaining to these itemsduring the period under 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 2014-15. 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 Resourcesculture within the organization. Structured initiatives that foster motivation teamworkand result orientation continue to be undertaken.

Disclosures with respect to demat suspense account/ unclaimed suspenseaccount

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

Web link

All the Policies including the following framed by the Company as perthe Companies Act 2013 and Listing Regulations are uploaded on the Company's websiteat 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& Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed. Important factors that could influencethe Company's operations include global and domestic demand and supply conditionschanges in government regulations tax laws economic developments within the country andsuch other factors that may affect the markets/industry in which the company operates.

Acknowledgement

The Directors wish to convey their gratitude and place on record theirappreciation for employees across levels for their hard work solidarity cooperation anddedication during the year.

The Directors sincerely convey their appreciation to customersshareholders vendors bankers business associates regulatory and government authoritiesfor their continued support.

For and on Behalf of the Board of Directors

For Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman

DIN: 00128320

Place: Mumbai

Date: May 30 2022

.