We are pleased to present the 30th Annual Report on the business and operations of yourcompany along with audited financial statements for the financial year ended March 312018.
OVERVIEW OF COMPANY'S FINANCIAL AND OPERATIONAL PERFORMANCE
The Company has reported a sales turnover of Rs. 24273 lacs as against Rs. 20218lacs in the previous financial year recording increase of about 20.06%. The increase insales turnover of 20.06% from previous year to this year due to the optimum utilization ofproduction capacity which resulting the increase in production throughout the year of thefinancial year 2017-18.
The Profit after Tax (PAT) for the financial year is Rs. 371 lacs as againstprofit of Rs. 135 lacs reflecting increase of about 174.81% in the financialperformance of the Company.
| || ||(Rs. in Lacs except per share data) |
|Particulars ||March 31 2018 ||March 31 2017 |
|Revenue from operation (Gross) and other Income ||24528 ||20410 |
|Profit before Tax ||436 ||147 |
|Exceptional Items ||- ||6 |
|Tax Expenses ||65 ||6 |
|PAT ||371 ||135 |
|Other Comprehensive Income/(Loss) for the year ||(07) ||3 |
|Total Income for the year ||364 ||138 |
DIVIDEND AND RESERVE
In view of meeting the capital requirement of the Company through ploughing back ofprofit in the business the Directors of your Company are intending the surplus profit inthe business itself. Therefore no dividend is being recommended by the Board of Directorsof the Company.
As there in no statutory obligation for the Company to transfer a certain portion ofits distributable profits for the year to General Reserve the entire profits is proposedto be retained in the Statement of Profit and Loss.
The Company has not issued and allotted any shares during the financial year ended 31March 2018. As on 31st March 2018 the Authorised share capital of your Company stood atRs. 120000000/- (Rupees Twelve Crores Only) comprising of 120000000 (TwelveCrores) number of Equity shares of Rs. 1/- each fully paid up. However the issuedsubscribed and paid up share capital of your Company stood at Rs. 80000000/-(Rupees Eight Crores Only) comprising of 80000000 (Eight Crores) number of Equityshares of Rs.1/- each fully paid up.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Through the year your Company is recognized in the Aluminum Industry for the wealth ofits human capital which is asset of the Company. Human resource management at the Companygoes beyond the set of boundaries of compensation performance reviews and development.The Company is focused on building a high performance culture with a growth mindset whereemployee are engaged and empowered to excel.
We are well focused to maintain positive workplace environment which provides longlasting and fruitful career to our employee.
Our Company believes that targets of the Company can only be reached with efforts fromall its employees called Century team. Our 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 has complied with the Corporate Governance Code as stipulated under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separatesection on Report on Corporate Governance along with certificate from the auditorsconfirming the compliance of conditions of Corporate Governance is annexed as Annexure-1and forms part of the Annual Report.
The Board met four times i.e. on 25.05.2017 11.09.2017 12.12.2017 and 12.02.2018during the financial year 2017-18. However the details are also given in the CorporateGovernance Report that forms a part of the annual report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Under the Chairmanship of Shri Vikram Jhunjhunwala the Company has an appropriate mixof Executive Non-Executive and Independent Directors to maintain the independence of theBoard and separate its functions of governance and management. Presently the Boardconsists of five members which include Non Executive Independent and Woman Director. TheNumber of Non-Executive Directors is more than fifty percent of total number of directors.
During the year there was no changes occurred in composition of Board of Directors ofthe Company.
The Key Managerial Personnel appointed/ceased during the year are as under:
|Sl No. ||Name ||Designation ||Date of Appointment ||Date of Cessation |
|1 ||Mr. Vishal Sharma ||Company Secretary ||01-09-2016 ||31-12-2017 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company being a listed Company Policy on Directors' appointment is to follow thecriteria as laid down under the Companies Act 2013 and the Listing Agreement with StockExchanges and good corporate governance practices. Emphasis is given to persons fromdiverse fields or professions.
The guiding Policy on remuneration of Directors Key Managerial Personnel and employeesof the Company is that:
Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen is commensurate with the industry standards in which it is operating taking intoaccount the performance leverage and factors so as to attract and retain talent.
For Directors it is based on the Shareholders' resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars guidelines issued by the CentralGovernment and other authorities from time to time.
INDEPENDENT DIRECTORS DECLARATION
The company has received the necessary declaration from each independent director inaccordance with the section 149 (7) of the Companies Act 2013 that he/ she meets thecriteria of independence as laid out in sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
MANAGERIAL REMUNERATION -197(12)
Details of remuneration as required under section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 is given in Annexure-2.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
ii. that the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2018 and of the profit or lossof the Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and other-irregularities;
iv. that the annual accounts have been prepared on a going concern basis.
v. The company has in place an established internal financial control system and thesaid systems are adequate and operating effectively. Steps are also being taken to furtherimprove the same.
vi. The company has in place a system to ensure compliance with the provisions of allapplicable laws and the system is adequate. Steps are also being taken to further improvethe legal compliance monitoring.
The constitution of the Audit Committee Terms of Reference and the dates on whichmeetings of the Audit Committee were held are mentioned in the Corporate Governance Reportfor the FY 2017-18 forming part of this Annual Report. There has been no instance whereBoard has not accepted the recommendations of the Audit Committee during the year underreview.
NOMINATION AND REMUNERATION COMMITTEE
The constitution of the Nomination and Remuneration Committee Terms of Reference andthe dates on which meetings of the Nomination and Remuneration Committee were held arementioned in the Corporate Governance Report for the FY 2017-18 forming part of thisAnnual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The constitution of the Stakeholders Relationship Committee Terms of Reference and thedates on which meetings of the Stakeholders Relationship Committee were held are mentionedin the Corporate Governance Report for the FY 2017-18 forming part of this Annual Report.
INTERNAL CONTROL SYSTEM
The Company has a strong and pervasive internal control system to ensure well-organizeduse of the Company's resources their security against any unauthorized use accuracy infinancial reporting and due compliance of the Company's policies and procedures as well asthe Statutes. Internal Audit reports are regularly placed before the Audit Committee andManagement analysis of the same is done to ensure checks and controls to align with theexpected growth in operations. The Internal audit is carried out by an independent firm ofChartered Accountants on regular basis and remedial actions are taken when anyshortcomings are identified.
The Audit committee reviews the competence of the internal control system and providesits guidance for constant upgrading in the system.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Ministry of Corporate Affairs (MCA) vide its notification has made the applicationof the Companies (Indian Accounting Standards) Rules 2015 (Ind-AS Rules) for certaincategories of Companies from accounting periods beginning on or after April 01 2017.
The Audited Financial Statements of the Company drawn on standalone basis for thefinancial year ended 31st March 2018 are in accordance with the requirements of Ind-ASRules. Figure for the previous year have also been re-stated in line with the requirementsof the above rules.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Though our Company does not fall under the purview of Section 135 of the Companies Act2013 still it continues to undertake various activities for the welfare of the society bymaking contributions to educational institutions and for medical treatment ofunder-privileged children and other charitable causes.
The Company has constituted a Corporate Social Responsibility Committee to look afterits CSR initiatives in order to integrate
There are no qualification(s) reservation(s) or adverse remarks or disclaimer in theAuditors Report to the Members on the Annual Financial Statements for the financial yearended 31st March 2018. The notes on accounts referred to in the Auditors' Report are selfexplanatory and therefore do not call for any comments.
The Ministry of Corporate Affairs has notified amendments in the provisions of Section139 of the Companies Act 2013 and Rules made thereunder with effect from 7th May 2018.Pursuant to the said amendments the requirement for ratification of appointment ofStatutory Auditors by the Shareholders at every subsequent Annual General Meeting till theconclusion of their tenure has been done away with.
In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Board of Directors of your Company have onthe recommendation of the Audit Committee re-appointed M/s. N. Radhakrishnan & Co. afirm of Cost Accountants Kolkata to conduct the Cost Audit of your Company for thefinancial year ending 31st March 2019 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.
In terms of Section 204 of the Companies Act 2013 your Directors have appointed M/s.AL & ASSOCIATES Company Secretaries of 24 N.S Road 4th Floor Kolkata-700001 inplace of M/s. K. C. Khowala as a Secretarial Auditors of the Company for the FinancialYear 2018-19 to conduct the Secretarial Audit for the financial year ended March 312019.
A Secretarial Audit was carried out by the Secretarial Auditor Mr. K.C. KhowalaPracticing Company Secretary pursuant to provisions of Section 204 of the Companies Act2013. The Secretarial Auditor's Report for the financial year ended March 31 2018 isattached as Annexure-4 and forms part of the Board's Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to meetings of the Board and its Committee which have mandatoryapplication during the year under review.
EXTRACT OF ANNUAL RETURN (MGT-9)
Pursuant of section 92 (3) 134(3) (a) of the Companies Act 2013 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of annual Return inForm MGT-9 is given in Annexure-5.
There are no Significant/material orders of Courts/ tribunal/regulation affecting theCompany's going concern status.
LOANS GUARANTEES OR INVESTMENTS (186)
No Loans Guarantees and investments as required under section 186 of the CompaniesAct 2013 are made during the financial year 2017-18.
The Company did not invite or accept any deposit from the public under Section 73 ofthe Companies Act 2013.
PARTICULARS AS PER SECTION 134(3) OF THE COMPANIES ACT 2013
The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo required under Section 134 (3) of the Companies Act 2013 readwith Rule 8 (3) of Companies (Accounts) Rules 2014 is set out in a separate statementattached to this report and forms part of it. (Annexure- 6)
We express our sincere gratitude to our customers vendors investors and bankers fortheir continued support during the year. We place on record our sincere appreciation ofthe dedication and commitment of all employees in achieving excellence in all spheres ofbusiness activities.
We thank the Government of India the Customs and Excise Departments the Sales TaxDepartment the Income Tax Department the State Government and other Government agenciesfor their support and look forward to their continued support in the future.
Statements forming part of the Management Discussion and Analysis covered in thisreport may be forward-looking within the meaning of applicable laws and regulations.Actual results may differ materially from those expressed in the statement. The Companytakes no responsibility to publicly amend modify or revise any forward looking statementson the basis of any subsequent developments information or events.
| ||For and on behalf of the Board of Directors |
| ||For Century Extrusions Limited |
| ||Vikram Jhunjhunwala |
|Date: 28th May 2018 ||Chairman & Managing Director |