Your Directors have pleasure in presenting the 34th (Thirty-Forth)Annual Report on the business and operations of Century Extrusions Limited and the AuditedAccounts for the financial year ended 31st March 2022.
OVERVIEW OF COMPANY'S FINANCIAL AND OPERATIONALPERFORMANCE
The Company reported a sales turnover in the financial year 2021-22 ofRs 32246 lacs as against Rs 18733 lacs in the previous financial year recordingIncrease of about 72.13%. in the sales turnover of the Company.
The Profit after Tax (PAT) for the financial year 2021-22 is Rs 617lacs as against profit of Rs 218 lacs reflecting of about 183.02% Increase in thefinancial performance of the Company.
The Increase in turnover as well as consequently increase in Profitafter Tax (PAT) in comparison to the previous financial year to this financial year as dueto the bounce back of all round economic activities after various waves of COVID-19pandemic.
(Rs in Lacs except per share data)
|Particulars ||Year ended 31.03.2022 ||Year ended 31.03.2021 |
|Revenue from operation (Gross) ||32246 ||18733 |
|Profit/(Loss) before Exceptional Items and Tax ||865 ||313 |
|Exceptional Items ||- ||- |
|Profit/(Loss) before Tax ||865 ||313 |
|Tax Expenses ||248 ||95 |
|Profit After Tax ||617 ||218 |
|Other Comprehensive Income/(Loss) for the year ||20 ||26 |
|Total Income for the year ||637 ||244 |
The financial statements for the year ended 31st March 2022 have beenprepared in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of theCompanies Act 2013 ("the Act") read with the Companies (Indian AccountingStandards) Rules 2015 as amended.
DIVIDEND AND RESERVE
In view of meeting the capital requirement and for growth of theCompany the Company is retaining its earnings in the business. Therefore no dividend isbeing recommended by the Board of Directors of the Company.
Further there is no statutory obligation on the Company to transfer acertain portion of its distributable profits for the year to General Reserve the entireprofits is proposed to be re-invested back into the company for growth purposes.
Production of Aluminium Extrusions products during the financial year2021-22 increase to 10990 MT as compared to 8673 MT in the previous financial year2020-21 Production increase has been observed due to bounce back of the all-roundeconomic activities after various waves of COVID-19.
During the current year ended March 31 2022 the operations of theCompany were slightly impacted due to regional lockdowns caused by the COVID-19 pandemic.The Company has made an assessment of the recoverability and carrying values of its assetscomprising property plant and equipment inventories receivables and othercurrent/non-current assets as of March 31 2022 and on the basis of evaluation hasconcluded that no material adjustments are required in the financial statements. TheCompany is taking all the necessary steps and precautionary measures to ensure smoothfunctioning of its operations and to ensure the safety and well-being of all itsemployees.
Your Company's has not issued and allotted any shares during thefinancial year 2021-22. As on 31st March 2022 the Authorised share capital of yourCompany stood at Rs 120000000/- (Rupees Twelve Crores Only) comprising of 120000000
(Twelve Crores) number of Equity shares of Rs 1/- each fully paid up.However the issued subscribed and paid up share capital of your Company stood at Rs80000000/- (Rupees Eight Crores Only) comprising of 80000000 (Eight Crores) numberof Equity shares of Rs.1/- each fully paid up.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Regulation 34 of the SEBI Listing Regulations aseparate section on the Management Discussion and Analysis as approved by the Board ofDirectors which includes details on the state of affairs of the Company is given in(Annexure-1) which is annexed hereto and forms a part of the Board's Report.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Through the year your Company is recognized in the Aluminum Industryfor the wealth of its human capital which is asset of the Company. Human resourcemanagement at the Company goes beyond the set of boundaries of compensation performancereviews and development. The Company is focused on building a high performance culturewith a growth mindset where employee are engaged and empowered to excel.
We are well focused to maintain positive workplace environment whichprovides long lasting and fruitful career to our employee.
Your Company believes that targets can only be reached with effortsfrom all its employees called Century team. Your Company recognizes that job satisfactionrequires congenial work environment that promotes motivation among employees and thereforeresults in enhanced productivity and innovation and also provide avenues for employeetraining and development to identify their potential and develop their careers in theCompany.
The Company is committed to maintain the highest standard of CorporateGovernance and bound to the Corporate Governance principles set out by the SEBI. Thereport on Corporate Governance for financial year ended March 31 2022 as prescribed underRegulation 34 (3) read with Schedule V of the SEBI (LODR) Regulations 2015 forms part ofthis Annual Report. A Certificate from the Company's Auditor Confirming compliance of theCorporate Governance is annexed to the Corporate Governance Report which is a part ofAnnual Report as Annexure-2.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board met five times i.e. on 30.06.2021 13.08.2021 13.11.202111.01.2022 and 14.02.2022 during the financial year 2021-22. However the details are alsogiven in the Corporate Governance report that forms a part of the annual report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Under the Chairmanship of Shri Vikram Jhunjhunwala the Company has anappropriate mix of Executive Non-Executive and Independent Directors to maintain theindependence of the Board and separate its functions of governance and management.Presently the Board consist of Six board members which include Non-Executive-IndependentDirector Non-Executive-Non-Independent Director and Woman Director. The Number ofNon-Executive Directors is more than fifty percent of total number of directors.
During the year there were changes occurred in composition of Board ofDirectors of the Company as below:
1. Appointment of Shri. Deepankar Bose (DIN -09450920) as an AdditionalDirector in the Category of Independent NonExecutive Director of the Company w.e.f.11.01.2022.
2. Appointment of Shri. Bishwanath Choudhary (DIN -02313294) as anAdditional Director in the Category of Independent Non-Executive Director of the Companyw.e.f. 11.01.2022.
3. Cessation of Shri. Raj Kumar Sharma (DIN-02813585) one of theNon-Executive Independent Director of the Company w.e.f. 29.03.2022 due to his demise.
During the year apart from above there were no change in the KeyManagerial Personnel of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company being a listed Company Policy on Directors' appointment isto follow the criteria as laid down under the Companies Act 2013 and the ListingAgreement with Stock Exchanges and good corporate governance practices. Emphasis is givento persons from diverse fields or professions.
The guiding Policy on remuneration of Directors Key ManagerialPersonnel and employees of the Company is that:
? Remuneration to Key Managerial Personnel Senior ExecutivesManagers Staff and Workmen is commensurate with the industry standards in which it isoperating taking into account the performance leverage and factors so as to attract andretain talent.
? For Directors it is based on the Shareholders' resolutionsprovisions of the Companies Act 2013 and Rules framed therein circulars guidelinesissued by the Central Government and other authorities from time to time.
DECLARATION BY INDEPENDENT DIRECTORS
? The company has received the necessary declaration from eachindependent director in accordance with the section 149 (7) of the Companies Act 2013 thathe/she meets the criteria of independence as laid out in sub-section (6) of Section 149 ofthe Companies Act 2013 and Regulation 16 read with Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
? The Board have taken on record these declarations after undertakingthe due assessment of the veracity of the same. DETAILS RELATING TO REMUNERATION OFDIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is marked as'Annexure-3' which is annexed hereto and forms a part of the Boards' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act the Directors to the bestof their knowledge and belief confirm:
i. that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation if any relating tomaterial departures;
ii. that the selected accounting policies were applied consistently andthe directors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2022 and of theprofit or loss of the Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother -irregularities;
iv. That the annual accounts have been prepared on a going concernbasis.
v. The company has in place an established internal financial controlsystem and the said systems are adequate and operating effectively. Steps are also beingtaken to further improve the same.
vi. The company has in place a system to ensure compliance with theprovisions of all applicable laws and the system is adequate. Steps are also being takento further improve the legal compliance monitoring.
COMMITTEES OF THE BOARD
Currently the Board has four committees: Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. A detailed note on the composition of the Board and itscommittees is provided in the Corporate Governance Report section of this Report.
The constitution of the Audit Committee Terms of Reference and thedates on which meetings of the Audit Committee were held are mentioned in the CorporateGovernance Report for the FY 2021-22 forming part of this Annual Report. There has been noinstance where Board has not accepted the recommendations of the Audit Committee duringthe year under review.
NOMINATION AND REMUNERATION COMMITTEE
The constitution of the Nomination and Remuneration Committee Terms ofReference and the dates on which meetings of the Nomination and Remuneration Committeewere held are mentioned in the Corporate Governance Report for the FY 2021-22 forming partof this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The constitution of the Stakeholders Relationship Committee Terms ofReference and the dates on which meetings of the Stakeholders Relationship Committee wereheld are mentioned in the Corporate Governance Report for the FY 2021-22 forming part ofthis Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Company's commitment to create significant and sustainable societalvalue is manifest in its Corporate Social Responsibility (CSR) initiatives and itssustainability priorities are deeply intertwined with its business imperatives. Inaccordance with Section 135 of the Act and the rules made thereunder the Company hasformulated a Corporate Social Responsibility Policy a brief outline of which along withthe required disclosures is given in 'Annexure-4' which is annexed hereto and forms apart of the Board's Report.
The Company has undertaken the CSR initiatives in the fields ofpromoting education Eradicating hunger and malnutrition and community developmentthereby helping in the upliftment of the underprivileged and disadvantaged sections of thesociety.
All the CSR activities fall within the purview of Schedule VII of theAct read with the Companies (Corporate Social Responsibility Policy) Rules 2014.
The detail of the CSR Policy is also posted on the Company's websiteand may be accessed at the link: https://www.centuryextrusions.com/pdf/18032020/CSR_Policy-CEL.pdf
The Company continues to do its best to support its communities duringthe current situation.
INTERNAL CONTROL SYSTEM
The Company has a strong and pervasive internal control system toensure well-organized use of the Company's resources their security against anyunauthorized use accuracy in financial reporting and due compliance of the Company'spolicies and procedures as well as the Statutes. Internal Audit reports are regularlyplaced before the Audit Committee and Management analysis of the same is done to ensurechecks and controls to align with the expected growth in operations. The Internal audit iscarried out by an independent firm of Chartered Accountants on regular basis and remedialactions are taken when any shortcomings are identified.
The Audit committee reviews the competence of the internal controlsystem and provides its guidance for constant upgrading in the system.
Risk management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor and mitigate/control the probability and / or impact of unfortunate events or to maximize therealization of opportunities.
Management of risk remains an integral part of your Company'soperations and it enables your Company to maintain high standards of asset quality attime. The objective of risk management is to balance the tradeoff between risk and returnand ensure optimal risk-adjusted return on capital. It entails independent identificationmeasurement and management of risks across the businesses of your Company. Risk is managedthrough a framework of policies and principles approved by the Board of Directorssupported by an independent risk function which ensures that your Company operates withina pre-defined risk appetite. The risk management function strives to proactivelyanticipate vulnerabilities at the transaction as well as at the portfolio level throughquantitative or qualitative examination of the embedded risks.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.Hence the provisions of Section 188 of the Act are not attracted. Thus disclosure inForm AOC-2 is not required. Further there are no materially significant Related PartyTransactions during the year under review made by the Company with its PromotersDirectors Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committeefor approval.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) of the Act and SEBIListing Regulations the Company has framed a Whistle Blower Policy / Vigil Mechanism forDirectors employees and stakeholders for reporting genuine concerns about any instance ofany irregularity unethical practice and/or misconduct. Besides as per the requirement ofClause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amendedby SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 the Companyensures to make employees aware of such Whistle -Blower Policy to report instances of leakof unpublished price sensitive information.
The Vigil Mechanism provides for adequate safeguards againstvictimization of Directors or Employees or any other person who avail the mechanism andalso provide direct access to the Chairperson of the Audit Committee. The details of theVigil Mechanism / Whistle Blower Policy are also posted on the Company's website and maybe accessed at the link: https://www.centuryextrusions.com/pdf/18032020/Whistle%20Blower%20Policy-CEL.pdf
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2014
Company has a stringent policy for prevention of sexual harassment ofwomen at workplace and management takes a zero tolerance approach towards those indulgingin any form of sexual misconduct. No instance of sexual harassment was reported during FY2021-22.
Pursuant to the provisions of Section 139 of the Act read with theCompanies (Audit and Auditors) Rules 2014 and pursuant to the recommendation made by theAudit Committee of the Board of Directors of the Company the Members of the Company atits Twenty Ninth (29th) Annual General Meeting (AGM) held on 12th August 2017 approvedthe appointment of M/s. A. K. Meharia & Associates Chartered Accountant (FRN -324666E) Kolkata as the Statutory Auditors of the Company for an initial term of fiveconsecutive years i.e. from the conclusion of the 29th AGM till the conclusion of the34th AGM of the Company to be held in the year 2022 subject to the ratification of theirappointment by the Members at every AGM of the Company. The requirement to place thematter relating to appointment of Auditors for ratification by Members at every AGM hasbeen done away by the Companies (Amendment) Act 2017 w.e.f. 7th May 2018. Accordingly noresolution is being proposed for ratification of appointment of Statutory Auditors at theensuing AGM and a note in respect of same has been included in the Notice of the AGM.
Further The Board has approved the proposal of appointment of M/s.ALPS & Co. Chartered Accountants FRN (313132E) of Kolkata-700001 as a StatutoryAuditors of the Company for the term of five consecutive years (For financial year 2022-23to 2026-27). who shall hold office from the conclusion of the 34th Annual General Meeting(AGM) to be held in the year 2022 till the conclusion of the 39th AGM to be held in theyear 2027.
The said appointment is subject to the approval of the shareholders ofthe Company on such remuneration as may be decided by the Board of Directors inconsultation with the Statutory Auditors of the Company.
The Report given by M/s. A. K. Meharia & Associates CharteredAccountant (FRN - 324666E) Kolkata on the financial statements of the Company for theyear 2021-22 is annexed hereto and forms a part of the Annual Report.
There are no qualification(s) reservation(s) or adverse remarks ordisclaimer in the Auditors Report to the Members on the Annual Financial Statements forthe financial year ended 31st March 2022.
QUALIFICATION RESERVATION OR ADVERSE REMARK INTHE AUDIT REPORTS
There is no qualification reservation or adverse remark made by theStatutory or Cost or Secretarial Auditors in their Audit Reports issued by them.
COST AUDIT AND AUDITORS
In terms of the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board of Directors of yourCompany have on the recommendation of the Audit Committee re-appointed M/s. N.Radhakrishnan & Co. a firm of Cost Accountants Kolkata to conduct the Cost Audit ofyour Company for the financial year 2022-23 at a remuneration as mentioned in the Noticeconvening the Annual General Meeting. As required under the Act the remuneration payableto the cost auditor is required to be placed before the Members in a general meeting fortheir ratification. Accordingly a resolution seeking Member's ratification for theremuneration payable to Cost Auditors forms part of the Notice of the ensuing AnnualGeneral Meeting.
SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS
The Secretarial Audit was carried out by Miss. Shruti Agarwal CompanySecretaries (ICSI Membership No. ACS 38797 C.P. No. 14602) for the financial year endedon 31st March 2022.
The Report given by the Secretarial Auditors is marked as (Annexure-5)and forms a part of the Board's Report. The Secretarial Audit Report is self-explanatoryand do not call for any further comments.
The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the SecretarialAuditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3)(ca) of the Act.
During the Financial Year your Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with theapplicable Secretarial Standards issued by the Institute of Companies Secretaries of India(SS1 and SS2) respectively relating to meetings of the Board and its Committee andshareholders which have mandatory application during the year under review.
EXTRACT OF ANNUAL RETURN (MGT-9)
Company Annual Return Pursuant to the amendments to Section 134(3)(a)and Section 92(3) of the Act read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return (Form MGT-7) for the financial year endedMarch 31 2022 is available on the Company's website and can be accessed at the followinglink : https://www.centuryextrusions.com/financials/shareholders-referencer/pdf/ANNUAL-RETURN-2021-22.pdf
There are no Significant/material orders of Courts/ tribunal/regulationaffecting the Company's going concern status. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS
Details of Loans Guarantees and Investments are given in the notes tothe financial statements.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no change in the nature of thebusiness of the Company.
The Company does not have any Public Deposits under Chapter V of theCompanies Act 2013.
PARTICULARS AS PER SECTION 134(3) OF THE COMPANIESACT 2013
The information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo required under Section 134 (3) of theCompanies Act 2013 read with Rule 8 (3) of Companies (Accounts) Rules 2014 is set outin a separate statement attached to this report and forms part of it. (Annexure- 6)
As a responsible corporate citizen the Company supports the 'GreenInitiative' undertaken by the Ministry of Corporate Affairs Government of India enablingelectronic delivery of documents including the Annual Report etc. to Members at theire-mail addresses previously registered with the DPs and RTAs.
To support the 'Green Initiative' Members who have not registeredtheir email addresses are requested to register the same with the Company's Registrar andShare Transfer Agent/Depositories for receiving all communications including AnnualReport Notices Circulars etc. from the Company electronically.
Pursuant to the MCA Circulars and SEBI Circular in view of theprevailing situation of the Pandemic owing to the difficulties involved in dispatching ofthe physical copies of the Notice of the 34th AGM and the Annual Report of the Company forthe financial year ended 31st March 2022 including therein the Audited FinancialStatements for the year 2021-2022 the afore-mentioned documents are being sent only byemail to the Members. A newspaper advertisement in this regard has also been published andintimated to the Members of the Company.
We express our sincere gratitude to our customers vendors investorsand bankers for their continued support during the year. We place on record our sincereappreciation of the dedication and commitment of all employees in achieving excellence inall spheres of business activities.
We thank the Government of India the Customs and Excise Departmentsthe Sales Tax Department the Income Tax Department the State Government and otherGovernment agencies for their support and look forward to their continued support in thefuture.
Statements forming part of the Management Discussion and Analysiscovered in this report may be forward-looking within the meaning of applicable securitieslaws and regulations. Actual results may differ materially from those expressed in thestatement. The Company takes no responsibility to publicly amend modify or revise anyforward looking statements on the basis of any subsequent developments information orevents.
For and on behalf of the Board of Directors
For Century Extrusions Limited
Chairman & Managing Director
Place : Kolkata