We have pleasure in presenting the 124th Annual Report of the Company along with theaudited statement of accounts for the year ended 31st March 2021. All the businesssegments of the Company faced disruptions during entire 2020-21 caused by the COVID-19pandemic outbreak. These disruptions manifested into lacklustre demand and pressure onselling prices for the products of the Company. Thus the performance of the Company forthe financial year 2020-21 has been adversely affected as compared to the previous year.As the pandemic is still continuing with the situation being fluid the Company continuesto monitor and assess the business operations regularly and is taking all possibleprecautions in terms of safety of its staff and workers at all the locations of itsoffices and manufacturing plants.
The summarised financial results are given below.
1. SUMMARISED FINANCIAL RESULTS:
|(Rs in Crores) || |
|Particulars ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Earnings before finance cost tax depreciation and ||366.17 ||695.22 ||285.32 ||600.06 |
|amortisation (EBITDA) || || || || |
|Less: || || || || |
|Finance Cost ||88.55 ||93.13 ||70.70 ||87.09 |
|Profit after Finance Cost ||277.62 ||602.09 ||214.62 ||512.97 |
|Less: || || || || |
|Depreciation ||229.02 ||227.76 ||231.13 ||228.58 |
|Profit / (Loss) before tax ||48.60 ||374.33 ||(16.51) ||284.39 |
|Less/(Add): || || || || |
|Adjustment of tax relating to earlier periods ||(19.25) ||- ||(19.25) ||- |
|Deferred Tax Debit / (Credit) ||17.81 ||(93.69) ||17.81 ||(93.69) |
|Profit / (Loss) after tax from continuing operations ||50.04 ||468.02 ||(15.07) ||378.08 |
|Less: || || || || |
|Loss after tax from discontinued operations ||18.54 ||17.65 ||18.54 ||17.65 |
|Net Profit / (Loss) for the year ||31.50 ||450.37 ||(33.61) ||360.43 |
|Other Comprehensive Income / (Loss) ||2.28 ||(4.00) ||2.28 ||(4.00) |
|Total Comprehensive Income / (Loss) ||33.78 ||446.37 ||(31.33) ||356.43 |
|Loss Attributable to Non-Controlling Interest ||- ||- ||3.17 ||4.82 |
|Total Comprehensive Income / (Loss) of the Company ||33.78 ||446.37 ||(28.16) ||361.25 |
|Retained Earnings || || || || |
|Balance brought forward ||1255.51 ||910.13 ||1157.99 ||897.73 |
|Total comprehensive Income / (Loss) for the year ||33.78 ||446.37 ||(28.16) ||361.25 |
|Equity Dividend ||(33.51) ||(83.77) ||(33.51) ||(83.77) |
|Tax on equity dividend ||- ||(17.22) ||- ||(17.22) |
|Transfer from Debenture Redemption Reserve ||181.26 ||- ||181.26 ||- |
|Balance carried forward ||1437.04 ||1255.51 ||1277.58 ||1157.99 |
The performance of each business segment of the Company has been comprehensivelydiscussed in the Management Discussion and Analysis Report (forming part of the AnnualReport) based on the reports of the Senior President/CEO of each of the units of theCompany.
The Board of Directors has recommended a dividend of 10% i.e. Rs 1/- (Rupee one only )per share of the face value of Rs 10/- each for your approval which will be subject toapplicable tax in the hands of shareholders. Last year the dividend was paid @ 30% subjectto applicable tax in the hands of shareholders. This dividend will be paid when declaredby the shareholders in accordance with law. The aggregate amount of dividend will absorbRs 11.17 Crores.
3. TRANSFER TO RESERVES:
It is proposed to transfer Rs Nil (previous year Rs Nil) to Reserves out of retainedearnings.
4. SHARE CAPITAL:
The Company's paid up equity Share Capital continues to stand at Rs 111.69 Crores as on31st March 2021. During the year the Company has not issued any Shares or ConvertibleSecurities.
The total exports of the Company amounted to Rs 345.85 Crores (Previous year Rs 598.72Crores) representing about 12.91 percent of the total income.
6. CREDIT RATING:
CRISIL has given a credit rating of CRISIL AA' for long term and CRISILA1+' for short term financial instruments of the Company. This reaffirms the highreputation and trust the Company has earned for its sound financial management and itsability to meet financial obligations.
7. DISCONTINUED OPERATIONS:
Century Yarn and Century Denim:
As informed last year the assets and liabilities of the Century Yarn and Century Denimunits continued to be classified as assets held for disposal and operations were continuedto be classified as Discontinued Operations'.
8. EXPANSION & MODERNISATION:
a) Pulp and Paper:
i) New Tissue Plant to manufacture Prime Grade Tissue Paper with a capacity of 100tonnes per day was installed during the year. Trial run of the plant has been started on14th March 2021.
ii) Due to Covid-19 no erection and commissioning activities have been undertakenduring 2020-21 for upgradation of paper machines 3 & 4 and for installation of a newevaporator.
b) To maintain competitiveness and achieve better quality modernization &technological upgradation programmes continue at all the units of the Company. Stringentcost control measures remain in place in all possible areas and are regularly reviewed.Special emphasis is being given to water and energy conservation.
a. Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. KumarMangalam Birla (DIN: 00012813) retires by rotation as Director at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
The Board recommends his re-appointment.
b. Mr. R.K. Dalmia (DIN: 00040951) Senior President Textile Division of the Companyhas been re-appointed as a Whole-time Director of the Company with effect from 15thSeptember 2021 till 31st March 2023. A suitable resolution in this regard is beingproposed at the forthcoming Annual General Meeting of the Company for the approval of theMembers of his re-appointment as a Whole-time Director of the Company.
The Board recommends his re-appointment.
c. Familiarisation Programme for the Independent Directors
The Company has over the years developed a robust familiarisation process for thenewly appointed Directors with respect to their roles and responsibilities. The processhas been aligned with the requirement under the Companies Act 2013. The process interalia includes providing an overview of the Textile Pulp & Paper and Real EstateIndustries relating to the Company's businesses the risks and opportunities etc.
d. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI LODR Regulations theBoard has carried out an annual performance evaluation of its own performance; of theDirectors individually; as well as the evaluation of the working of its Audit Nomination& Remuneration and other Committees of the Board.
At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of individual Directors the Board and its various Committees werediscussed in detail. A structured questionnaire each in line with the circular issued bySEBI for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee forconducting the required evaluation after taking into consideration the inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees execution and performance of specificduties obligations and governance etc. A separate exercise was carried out to evaluatethe performance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority Shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the Director being evaluated. Independent Directors fulfill the criteria ofindependence and they are independent of management. The performance evaluation of theChairman and non-independent Directors was also carried out by the Independent Directorsat their separate meeting. The Directors expressed their satisfaction with the evaluationprocess.
During the year 5 (five) Board meetings were convened and held. The details thereofare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
10. AWARDS CERTIFICATES PRIZES:
Various Divisions/Subsidiary of the Company have received notable awards as mentionedbelow:-
Birla Estates Private Limited (100% subsidiary):
Birla Estates was recognized as the Iconic Emerging Developer in India byMid-Day at its Real Estate Icons Awards - 2020.
Birla Navya the Premium floor residences project in Golf course extensionGurugram received many awards like the Residential Project of the year at Realty+ Conclave& Excellence Awards (North) - 2020 and Luxury Project of the Year (North) at RE/MAXEstate Awards 2020. The project was also recognized as the Iconic SustainableTownship' by Hindustan Times.
Birla Alokya in Whitefield Bengaluru was recognized as Iconic Project of theYear (South) at Realty+ Conclave & Excellence awards 2020.
Birla Century (Textiles Division):
Golden Peacock Award for Energy Efficiency - 2020.
Claimed score of 77.4% and won Silver Medal in NAMC
- 2020 along with special award for "Transformational Journey towardsDifferentiated Products".
Century Pulp & Paper Division:
Sustainability 4.0 Challengers Award: Lalkuan Plant has been awarded"Sustainability 4.0 Challengers Award-2020" in a joint assessment conducted byFrost & Sullivan and Teri covering various business aspects under 4 major pillarsi.e. People Partnership Purpose and Planet.
Sustainability 4.0 Power Plant Optimization Award: Lalkuan Plant has beenawarded "Sustainability 4.0 Jury Special Award-2020" (2nd runner-up) towardsvarious Energy Conservation efforts made by the plant. This evaluation has been made in ajoint assessment conducted by Frost & Sullivan and Teri covering various energyconservation parameters like
- boiler & TG combined cycle efficiency improvements coal & power savinginitiatives and plant's contribution towards Environment etc.
Agro-Industrial Exhibition Award: In the 109th "All India Farmers' Fair andAgro-Industrial Exhibition - 2021" organised by and held at G B Pant University ofAgriculture & Technology Pantnagar Uttarakhand the Division has received Firstprize.
S R B C & Co. LLP Chartered Accountants (ICAI Firm Registration No.324982E/E300003) who are the Statutory Auditors of the Company were appointed as the StatutoryAuditors for a term of five years at the Annual General Meeting of the Company held on28th July 2016. S R B C & Co. LLP is completing their present term of five years asStatutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting.They are eligible for re-appointment for a second term of five years as provided underSection 139 of the Act read with the Companies (Audit and Auditors) Rules 2014. The Boardof Directors upon the recommendation of the Audit Committee propose their re-appointmentfor second term of five consecutive years as Statutory Auditors of the Company from theconclusion of the forthcoming Annual General Meeting subject to approval of shareholdersof the Company. They have confirmed their eligibility under Section 141 of the Act andthe Rules framed thereunder
for their appointment as Auditors of the Company. Resolution seeking your approvalforms part of the Notice convening the AGM.
12. AUDITORS' REPORT:
The Auditors' Report to the Shareholders does not contain any reservationqualification or adverse remark. During the year under review neither the statutoryauditors nor the Cost Accountant & secretarial auditors have reported to the auditcommittee of the board under Section 143(12) of the Act any instances of fraud committedagainst the Company by its officers and employees the details of which would need to bementioned in this report.
13. COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 the accounts and records are required to be maintained bythe Company in respect of various manufacturing activities and are required to beaudited. Accordingly such accounts and records are maintained in respect of variousmanufacturing activities. The cost audit report for the financial year 2019-20 was filedwith the Ministry of Corporate Affairs on 10th August 2020. M/s. R. Nanabhoy & Co.Cost Accountants were appointed as the Company's Cost Auditor.
Your Directors have on the recommendation of the Audit Committee appointed M/s. R.Nanabhoy & Co. Cost Accountants to audit the cost accounts of the Textiles and Pulp& Paper products of the Company for the financial year 2021-22 at a remuneration of Rs1.35 lac.
As required under the Companies Act 2013 the remuneration payable to the cost auditoris required to be placed before the members in a general meeting for their ratification.Accordingly a resolution seeking the members' ratification for the remuneration payableto M/s. R. Nanabhoy & Co. Cost Auditors in terms of the resolution proposed to bepassed is included in the Notice convening the Annual General Meeting of the Company.
14. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Gagrani & Gagan Company Secretaries in practice (CP No.1388) toundertake the Secretarial Audit of the Company for the year ending 31st March 2022. TheSecretarial Audit Report for the
year ended 31st March 2021 is annexed herewith as Annexure-I' to this Report.The Company has complied with all applicable Secretarial Standards (SS) issued by theInstitute of Company Secretaries of India (SS1 and SS2) relating to the meetings of theBoard including its Committees and General Meetings which have mandatory applicationduring the year under review. The Secretarial Audit Report does not contain any adversequalification reservation or remark.
15. FIXED DEPOSITS:
During the year the Company has not accepted any deposits from the public and thereare no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules2014.
16. LOANS GUARANTEES AND INVESTMENTS:
The details of loans and guarantees given and securities provided and investments madeas covered under the provisions of Section 186 of the Companies Act 2013 are given in theConsolidated and Standalone Financial Statements.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended on 31st March 2021 and statethat:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
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 the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c. the directors have taken proper and sufficient care 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 otherirregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
18. KEY MANAGERIAL PERSONNEL:
Mr. J.C. Laddha is the Managing Director of the Company and Mr. R. K. Dalmia is theWhole -time Director of the Company. Mr. Snehal Shah is the Chief Financial Officer andMr. Atul K. Kedia is the Company Secretary of the Company.
19. CORPORATE GOVERNANCE:
A separate report on Corporate Governance is enclosed as a part of this Annual Report.A certificate from the Auditors of the Company regarding compliance with the CorporateGovernance norms stipulated is annexed to the Report on Corporate Governance.
20. AUDIT COMMITTEE AND VIGIL MECHANISM:
The Audit Committee comprises of four members out of which three members areIndependent Directors. The Company Secretary is the Secretary of the Committee. Alltransactions with related parties are on an arm's length basis. During the year there areno instances where the Board had not accepted the recommendations of the Audit Committee.The Company has in place a vigil mechanism for Directors and Employees to report genuineconcerns about any wrongful and any unethical conduct with respect to the Company or itsbusiness or affairs. This policy covers malpractices misuse or abuse of authority fraudand violation of the Company's policies or Rules manipulations negligence causing dangerto public health and safety unethical behavior misappropriation of monies and othermatters or activity on account of which the interest of the Company is affected or islikely to be affected and formally reported by whistle blowers. The Policy provides thatall protected disclosures can be addressed to the Vigilance and Ethics Officer of theCompany or to the Chairman of the Audit Committee / Whole-time Director in exceptionalcases. All protected disclosures under this policy will be recorded and thoroughlyinvestigated. If an investigation leads the Vigilance and Ethics Officer / Chairman of theAudit Committee to conclude that an improper or unethical act has been committed theVigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to themanagement of the Company to take such disciplinary or corrective action as he may deemfit. The details of the vigil mechanism are also available on the Company's websitewww.centurytextind.com.
21. RISK MANAGEMENT:
The Company has constituted a Risk Management Committee mandated to review the riskmanagement plan/process of the Company. The Risk Management Committee identifies potentialrisks and assesses their potential impact with the objective of taking timely action tomitigate the risks as provided under the Enterprise Risk Management (ERM) Framework ofthe Company.
The Audit Committee has also been delegated with the responsibility of monitoring andreviewing risk management assessment and minimization procedures developingimplementing and monitoring the risk management plan and identifying reviewing andmitigating all elements of risks which the Company may be exposed to.
The key risks identified by the Company include cyber security and data protectionrisk financial & economic risk competition risk operational risk and compliance ofall applicable statutes and regulations. The Company has well defined ERM policy &mechanism to mitigate these risks. The Company reviews the risk register periodically toalign with the changes in economic environment market practices and regulations.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
In terms of the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofthe Company has constituted a Corporate Social Responsibility ("CSR") Committee.The composition and terms of reference of the CSR Committee is provided in the CorporateGovernance report which forms part of this report.
The Company has also in place a CSR Policy and the same is available on the Company'swebsite: www. centurytextind.com. During the year the Company has identified and approvedCSR projects of Rs 11.21 Crores as against Rs 11.21 Crores required to be spent during thefinancial year 2020-21. The Company spent Rs 6.12 Crores towards CSR activities for2020-21 and has also fulfilled its obligation for the last year i.e. 2019-20 by incurringadditional amount of Rs 5.22 Crores for the said year which had remained unspent. FurtherRs 5.09 Crores remaining unspent for the year 2020-21 relating to ongoing projects havebeen deposited in a separate bank account in terms of Section 135(6) of the Companies Act2013. The Company undertook projects related to scholarship for needy and meritoriousstudents awareness on mental health much needed during pandemic time and communityrelated projects including education i.e. improving primary and secondary educationpreventive health including Covid 19 skill development sanitation. The Company reachedout
to around 67 locations across 18 States. The Company's key objective is to activelycontribute to the social and economic development of the communities in which it operates.
As a socially responsible and caring Company we are committed to play a larger role inbuilding a better sustainable way of life for the weaker and marginalized sections of thesociety and raise the country's human development index.
The particulars required to be disclosed pursuant to the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in RsAnnexure II' forming part of thisReport.
23. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of four members of which threeincluding the Chairman of the Committee are Independent Directors.
The salient feature of Company's Remuneration Policy is attached as Annexure-III'and forms a part of this Report. The Remuneration Policy is available on the website ofthe Company viz. www.centurytextind.com.
24. RELATED PARTY TRANSACTIONS:
All transactions entered with related parties as defined under the Companies Act 2013during the financial year were in the ordinary course of business and on an arm's lengthpricing basis and do not attract the provisions of Section 188 of the Companies Act 2013.There were no materially significant transactions with the related parties during thefinancial year which conflicted with the interest of the Company and hence enclosing ofForm AOC-2 is not required. Suitable disclosure as required by the Accounting Standard(Ind-AS 24) has been made in the notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee. Prior omnibusapproval of the Audit Committee is obtained on a yearly basis for the transactions whichare of a foreseen and repetitive nature. The transactions entered pursuant to the omnibusapproval so granted are audited and a statement giving details of all related partytransactions is placed before the Audit Committee for its approval on a quarterly basis.The policy on Related Party Transactions as approved by the Board has been uploaded on theCompany's website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
The Solicitors for the Company M/s. Mulla & Mulla & Craigie Blunt & Caroeprovide the legal services required by the Company from time to time. The transactionswith the said firm are on an arm's length basis and in the ordinary course of business.Mr. Yazdi P. Dandiwala one of the Directors of the Company is a Senior Partner in thesaid firm of Solicitors.
25. DECLARATION BY INDEPENDENT DIRECTORS:
Necessary declarations have been obtained from all the Independent Directors that theymeet the criteria of independence under sub-section (6) of Section 149 of the CompaniesAct 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. Inthe opinion of the Board there has been no change in the circumstances which may affect inthe status of independent directors of the Company and the Board is satisfied of theintegrity expertise and experience (including proficiency in terms of Section 150(1) ofthe Companies Act 2013 and applicable rules thereunder) of all Independent Directors onthe Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 Independent Directors of the Company haveundertaken requisite steps towards the inclusion of their names in the databank ofIndependent Directors maintained with the Indian Institute of Corporate Affairs.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year 2020-21 no significant and material order has been passed by anyregulator or by any Court which has a material impact on the financial position of theCompany.
27. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial control systems commensurate withthe size scale and complexity of its operations. During the year such controls weretested and no reportable material weakness in the operations was observed. The Company hasappropriate policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence of the Company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information. During the year underreview the Company has not come across any incidence of fraud. The internal auditormonitors and evaluates the efficacy and adequacy of internal control systems in theCompany. Based on the report of the internal auditor the respective departments undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
28. SUBSIDIARY & ASSOCIATE COMPANIES:
Birla Estates Private Ltd. a Wholly Owned Subsidiary of the Company had launchedCompany's first residential project at Kalyan near Mumbai viz. Birla Vanya' followedby Birla Alokya at Bengaluru. This year the Company launched Birla Navya (under AvarnaProjects LLP between Birla Estates and Anantraj) at Gurugram. During the year BirlaEstates Pvt. Ltd. registered a loss of Rs 51.71 Crores (previous year loss of Rs 86.64Crores).
During the year Birla Century Exports Pvt. Ltd. another Wholly Owned Subsidiary ofthe Company registered a profit of Rs 0.38 Crores (previous year loss of Rs 0.27 Crores).
None of the Subsidiaries mentioned above is a material subsidiary as per the thresholdlimit laid down under the SEBI LODR Regulations.
Industry House Ltd. in which the Company holds about 35% shares is an AssociateCompany. Despite this fact the accounts of Industry House Ltd. have not been consolidatedwith that of the Company as there is no requirement for the same as per the IND-AS 28.
29. CONSOLIDATED FINANCIAL STATEMENT:
The Directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements of the subsidiaries as prepared in compliance withthe Companies Act 2013 applicable Accounting Standards and other applicable laws ifany. A separate statement containing the salient features of its subsidiaries andassociates in the prescribed form AOC-1 is annexed separately.
30. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 is annexed herewith asAnnexure-IV'.
31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
During the year under review the Company has not received any complaint under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Company has complied with the provisions relating to the constitution of an InternalComplaint Committee under the Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013.
32. BUSINESS RESPONSIBILITY REPORTING:
A separate section of Business Responsibility forms part of this Annual Report asrequired under Regulation 34(2) (f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
33. PARTICULARS OF EMPLOYEES:
The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached asAnnexure-V' and form a part of this Report.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Directors' Report for the year ended 31st March 2021is given in a separate Annexure to this Report.
The said Annexure is not being sent along with this Report to the Members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these may write to the Company Secretary at the RegisteredOffice of the Company. The aforesaid Annexure is also available for inspection by theMembers at the Registered Office of the Company 21 days before the 124th Annual GeneralMeeting and up to the date of the said Annual General Meeting during the business hours onworking days.
None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his/her spouse and dependentchildren) more than two percent of the equity shares of the Company.
34. ANNUAL RETURN:
The web-link for the Annual Return placed on the Company's website ishttps://www.centurytextind.com/ assets/pdf/download-forms/annual-return-2021.pdf.
35. GENERAL DISCLOSURES:
i. There were no material changes and commitments affecting the financial position ofthe Company between end of the financial year and the date of report.
ii. There was no revision in the financial statements.
iii. The Company has not issued any sweat equity shares.
iv. The Company has not issued any shares with differential voting.
v. There has been no change in nature of business.
vi. The Company has not made any application during the year under Insolvency andBankruptcy Code 2016 and there is no proceeding pending under the said Code as at the endof the financial year.
vii. During the year the Company has not undergone any one-time settlement andtherefore the disclosure in this regard is not applicable.
viii. The Company is not having any Employee Stock Option Scheme under Section 62(1) ofthe Companies Act 2013.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company's well-being.
|Registered Office: ||On behalf of the Board |
|Century Bhavan || |
|Dr Annie Besant Road ||J. C. Laddha ||Y. P. Dandiwala |
|Worli Mumbai - 400 030 ||Managing Director ||Director |
|Dated: 6th May 2021 ||DIN:03266469 ||DIN:01055000 |