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Century Textiles & Industries Ltd.

BSE: 500040 Sector: Industrials
BSE 00:00 | 22 Mar 893.15 -7.60






NSE 00:00 | 22 Mar 893.90 -6.30






OPEN 902.05
VOLUME 23037
52-Week high 1274.00
52-Week low 707.00
P/E 17.75
Mkt Cap.(Rs cr) 9,976
Buy Price 894.00
Buy Qty 10.00
Sell Price 904.00
Sell Qty 17.00
OPEN 902.05
CLOSE 900.75
VOLUME 23037
52-Week high 1274.00
52-Week low 707.00
P/E 17.75
Mkt Cap.(Rs cr) 9,976
Buy Price 894.00
Buy Qty 10.00
Sell Price 904.00
Sell Qty 17.00

Century Textiles & Industries Ltd. (CENTURYTEX) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the 121st Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March 2018. Theoverall profitability for the financial year 2017-18 has improved substantially ascompared to the last year after charging all expenses interest costs etc. The summarisedfinancial results are given below.


(Rs. in crores)
2017-18 2016-17
Earnings before finance cost tax depreciation and amortisation (EBITDA) 1404.55 1004.69
Less: Finance Cost 451.69 550.75
Profit after Finance Cost 952.86 453.94
Depreciation 313.75 313.34
Profit before tax 639.11 140.60
Less: Deferred Tax Debit 230.65 16.71
Profit after tax from continuing operations 408.46 123.89
Loss after tax from discontinued operations (36.80) (18.90)
Net Profit for the year 371.66 104.99
Other Comprehensive Income 3.27 6.11
Total Comprehensive Income for the year 374.93 111.10
Retained Earnings
Balance brought forward 129.18 74.14
Total comprehensive Income for the year 374.93 111.10
Equity Dividend (61.43) (61.43)
Tax on equity dividend (12.52) (12.52)
Transfer to/from Debenture Redemption Reserve 60.42 17.89
Balance carried forward 369.74 129.18

The performance of each business segment of the Company has been comprehensivelydiscussed in the Management Discussion and Analysis Report (forming part of thisDirectors' Report) based on the reports of the Senior President/ CEO of each of the unitsof the Company.


The Board of Directors has recommended a dividend of 65% i.e. Rs.6.50 (Rupees six andpaise fifty) per share of the face value of '10/- each for the approval of theshareholders. Last year the dividend was paid @ 55%. This dividend will be paid whendeclared by the shareholders in accordance with law and will be free of tax in the handsof the shareholders. The Company will have to pay dividend distribution tax plusapplicable surcharge education cess and/or any other cess applicable on the dividenddistribution tax at the time of declaration and payment of dividend.


Your Company proposes to transfer Rs.60.42 Crore to Debenture Redemption Reserves outof retained earnings.


There is no change in the Share Capital of the Company during the year under review.


The total exports of the Company amounted to Rs.510 crore (Previous year Rs.454 crore)representing about 6 percent of the gross sales.


During the year under review the Company sold its Century Yarn and Century DenimDivisions whose turnover was less than 5% of the total turnover of the Company. This willhelp the management to concentrate on growth oriented businesses of the Company. Howeverthe workers of the said Divisions have challenged the said sale and the Company is takingthe requisite legal steps to protect its interest and the matter is sub-judice.


With effect from 1st February 2018 the Company has granted GrasimIndustries Ltd. (GIL) the right and the responsibility to manage and operate the ViscoseFilament Yarn business of the Company {without the Company transferring the underlyingimmoveable and moveable assets (other than current assets)} which comprises of themanufacturing and sale of viscose filament yarn (including pot spun yarn and continuousspun yarn) rayon tyre cord and chemicals including caustic soda sodium sulphidesulphuric acid carbon-di-sulphide liquid chlorine hydrochloric acid and compressedhydrogen M3 for a duration of 15 years for a commuted royalty of Rs.600 crore. GIL hasalso provided to the Company Rs.200 crore as an interest free refundable securitydeposit and also paid consideration for the transfer of Century Rayon's working capital toGIL at actuals. This has enabled the Company to reduce its loan obligations and also toreduce its interest liability which will help the Company to improve its performance. Thereduction in loans will improve the Company's financial ratios and pave the way forimproving the Company's ratings by the rating agencies which has in fact improved by onenotch to ‘AA' as against ‘AA-' for long term loans.


Modernisation & Technological upgradation programmes continue at all the units ofthe Company to maintain competitiveness and achieve better quality. Stringent costcontrol measures remain in place in all possible areas and are regularly reviewed. Specialemphasis is being given to water and energy conservation.


(a) Pursuant to the provisions of Section 152 of the Companies Act 2013 Shri B.K.Birla (DIN 00055856) retires by rotation as Director at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends hisre-appointment.

(b) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations the Board has carried out an annual performanceevaluation of its own performance of the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and other Committeesof 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 fordoing the required evaluation after taking into consideration the inputs received fromthe Directors covering various aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees execution and performance of specificduties obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board excluding the Director beingevaluated. The performance evaluation of the Chairman and non-independent Directors wasalso carried out by the Independent Directors at their separate meeting. The Directorsexpressed their satisfaction with the evaluation process.

(c) Meetings

During the year seven Board meetings were convened and held. The details thereof aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.


Various Divisions of the Company have received notable awards/certificates as mentionedbelow:-

(a) Birla Century:

• 1st Manufacturing facility in India & 2nd in World toreceive Gold Leed Certification.

• Membership and certification i.e. "BCI"-(Better Cotton Initiative)received from Switzerland "Fair Trade" from Germany and "Cotton USA"from USA for supplying and sourcing of value added sustainable products.

• Certificate SA 8000 received from Bureau Veritas for Global SocialAccountability covering compliances as per ILO guidelines.

• Upgraded the latest version of Oeko-Tex-Standard 100 from HohensteinGermany-for fabrics to meet the requirements of sustainability as per guidelines of ZDHC(Zero Discharge Hazardous Chemicals) and Detox.

(b) Century Cement:

• First Prize for "Overall Performance" "General Workings"and "Training & Safety Performance" for its limestone mines during AnnualSafety Celebrations-2017 held under the aegis of Directorate General of Mines SafetyBilaspur and Raigarh Region.

• First Prize for "Reclamation & Rehabilitation" for its limestonemines in the category of mechanized mines Chhattisgarh during the Mines Environment andMineral Conservation Week Raipur Region 2017-18 held under the aegis of Indian Bureau ofMines Raipur Region.

• 5 Star rating awarded by Indian Bureau of Mines Ministry of Mines Governmentof India to its limestone mines for exemplary performance in implementation ofSustainable Development Framework during 2016- 17 assessed under the Star Rating Systemsduring 3rd National Conclave on Mines & Minerals held at New Delhi.

(c) Maihar Cement:

• First Prize for "Systematic & Scientific Development" and"Waste Dump Management" for its limestone mines in the category of fullymechanized mines during "Mines Environment & Mineral Conservation Week 2017-18" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti JabalpurRegion.

• 5 Star rating awarded for "Sustainable Development Framework" to itslimestone mines during "Mines Environment & Mineral Conservation Week2017-18" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas SamitiJabalpur Region.

• 5 Star rating awarded by Indian Bureau of Mines Ministry of Mines Governmentof India to its limestone mines for exemplary performance in implementation ofSustainable Development Framework during 2016-17 for the second consecutive year assessedunder the Star Rating Systems during 3rd National Conclave on Mines &Minerals held at New Delhi.

(d) Manikgarh Cement:

• First Prize for the "Sustainable Development" for its limestone minesin the category of mechanised mines during the Mines Environment and Mineral ConservationWeek 2017-18 held under the aegis of Indian Bureau of Mines Nagpur Region.

• 5 Star rating awarded by Indian Bureau of Mines Ministry of Mines Governmentof India to its limestone mines for exemplary performance in implementation ofSustainable Development Framework during 2016-17 for the second consecutive yearassessed under the Star Rating Systems during 3rd National Conclave on Mines& Minerals held at New Delhi.

• Gold award received by Power Quality Circle for their case study -"ToReduce Fluctuation in Deaerator Tank Level due to Frequent starting of Hotwell Pump"during 28th Nagpur Chapter Level Convention and Competition on Quality Circles held atNagpur on 8th October 2017 and was honoured with Excellence Award in the NationalConvention on Quality Concepts (NCQC)-2017 held at Mysore.

(e) Century Pulp & Paper:

• Energy Efficient Unit Award : During last 3 years consecutively for third timein a row won "National Energy Efficient Unit" award in Paper sector byConfederation of Indian Industry (CII) in its 18th National competition heldfor "Excellence in Energy Management-2017".

• Best Performer Unit Award : Assessed as 'Best Performer' unit for energy savingunder the "Perform Achieve and Trade (PAT) Scheme-I" in Pulp & Papersector by the Bureau of Energy Efficiency Ministry of Power Government of India. Andthe plant has been awarded with the National Energy Conservation Award-2017.

• Agro-Industrial Exhibition Award: In the 102nd & 103rd "Agro-IndustrialExhibition-2017" and "AgroIndustrial Exhibition-2018" respectivelyorganised by and held at G B Pant University of Agriculture & Technology Uttrakhandthe Division has received First prize. During the last thirteen consecutive exhibitionstwelve times Century Pulp & Paper was adjudged First position.

(f) Birla Estates:

• Birla Centurion was adjudged the Commercial Property of the Year for 2consecutive years-at the DNA Real Estate & Infrastructure Round Table & Awardsheld in 2017 and ET Now Real Estate Awards 2018.

• The Platinum rated Birla Centurion was also conferred with the prestigious Greenbuilding Project of the year award for 2 consecutive years-At the National Infrastructure& Construction Awards held in 2017 and at the ET Now Real Estate Awards 2018.

• At the Times Network National Awards for Marketing Excellence-For excellence inreal estate & infrastructure Birla Centurion was awarded the Green Building Projectof the Year in 2017.


SRBC & Co. LLP Chartered Accountants (ICAI Firm Registration No.324982E/E300003)who are Statutory Auditors of the Company were appointed as the Statutory Auditors for aterm of 5 years at the Annual General Meeting of the Company held on 28th July2016. They have confirmed their eligibility under Section 141 of the Act and the Rulesframed thereunder for their appointment as Auditors of the Company. The Board recommendsto the Shareholders ratification for their term of appointment as mentioned above in termsof the resolution proposed to be passed at the ensuing Annual General Meeting of theCompany.


The Auditors' Report to the Shareholders does not contain any reservationqualification or adverse remark.


Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 the cost audit records maintained by the Company inrespect of various manufacturing activities are required to be audited. The cost auditreport for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on4th September 2017. M/s. R. Nanabhoy & Co. Cost Accountants werenominated as the Company's Lead 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 Cement Paper andTextile products of the Company on a remuneration of Rs.3.40 lacs for the year 2018-19.

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 is included in the Notice convening theAnnual General Meeting of the Company.


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 March2019. The Secretarial Audit Report for the year ended 31st March 2018 isannexed herewith as ‘Annexure-I' to this Report. The Company has complied withall applicable Secretarial Standards. The Secretarial Audit Report does not contain anyadverse qualification reservation or remark.


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.


It is the Company's policy not to give loans directly or indirectly to any person orother body corporate or give any guarantee or provide any security in connection with aloan to any other body corporate or person. The details of the investments covered underthe provisions of Section 186 of the Companies Act 2013 are given in the consolidated andstandalone Financial Statements.


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 2018and state that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 had 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 had prepared the annual accounts on a going concern basis;

e. the directors had 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 had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.


During the year there was no change in the Key Managerial Personnel.


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.


Audit Committee comprises of four members and all members are Independent Directors.The Company Secretary is the Secretary of the Committee. All transactions with relatedparties are on an arm's length basis. During the year there are no instances where theBoard had not accepted the recommendations of the Audit Committee. The Company has inplace a vigil mechanism for Directors and Employees to report genuine concerns about anywrongful conduct with respect to the Company or its business or affairs. This policycovers malpractices misuse or abuse of authority fraud violation of the Company'spolicies or Rules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the

Company is affected or is likely to be affected and formally reported by whistleblowers. The Policy provides that aft Protected Disclosures can be addressed to theVigilance and Ethics Officer of the Company or to the Chairman of the AuditCommittee/Whofe-time Director in exceptional cases. Aft protected disclosures under thispolicy wiff be recorded and thoroughfy investigated. If an investigation feads theVigifance and Ethics Officer/Chairman of the Audit Committee to concfude that an improperor unethicaf act has been committed the Vigifance and Ethics Officer/Chairman of theAudit Committee shaff recommend to the management of the Company to take such discipfinaryor corrective action as he may deem fit. The detaifs of the vigif mechanism are afsoavaifabfe on the Company's website


Your Company has constituted a Risk Management Committee mandated to review the riskmanagement pfan/ process of your Company. The Risk Management Committee identifiedpotentiaf risks and assessed their potentiaf impact with the objective of taking timefyaction to mitigate the risks.

The Audit Committee has afso been defegated with the responsibifity of monitoring andreviewing risk management assessment and minimization procedures devefopingimpfementing and monitoring the risk management pfan and identifying reviewing andmitigating aff efements of risks which the Company may be exposed to.

The key risks identified by the Company incfude competition financiaf risk andcompfiance of aff appficabfe statutes and regufations. The Company has weff definedpoficies/mechanism to mitigate competition and financiaf risks. The Company reviews thepoficies/mechanism periodicaffy to afign with the changes in market practices andregufations. Compfiance risks have been mitigated through periodicaf monitoring and reviewof the regufatory framework to ensure compfete compfiance with aff appficabfe statutes andregufations.


The CSR Committee comprises of four members. Three members of the Committee areIndependent Directors.

Due to the average net profit for fast three years being negative your Company was notrequired to spend any amount on CSR activities during the year under review.

The Committee met once during the year to review the Corporate Sociaf ResponsibifityPoficy. The Annuaf Report on CSR containing the particufars specified in the Annexure tothe Companies (CSR Poficy) Rufes 2014 is annexed as Annexure-II' and forms a partof this Report.


The Nomination and Remuneration Committee comprises of five members of which fourincfuding the Chairman of the Committee are Independent Directors.

The Company's Remuneration Poficy is attached as 'Annexure-III' and forms a partof this Report.


Aff transactions entered into with refated parties as defined under the Companies Act2013 during the financiaf year were in the ordinary course of business and on an arm'sfength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materiaffy significant transactions with the refated partiesduring the financiaf year which were in conflict with the interest of the Company andhence encfosing of Form AOC-2 is not required. Suitabfe discfosure as required by theAccounting Standard (Ind-AS 24) has been made in the notes to the Financiaf Statements.

Aff Refated Party Transactions are pfaced before the Audit Committee. Prior omnibusapprovaf of the Audit Committee is obtained on a yearfy basis for the transactions whichare of a foreseen and repetitive nature. The transactions entered into pursuant to theomnibus approvaf so granted are audited and a statement giving detaifs of aff refatedparty transactions is pfaced before the Audit Committee for their approvaf on a quarterfybasis.

The poficy on Refated Party Transactions as approved by the Board has been upfoaded onthe Company's website. None of the Directors has any pecuniary refationships ortransactions vis-a-vis the Company.

The Soficitors for the Company M/s. Muffa & Muffa & Craigie Bfunt & Caroeprovides the fegaf services required by the Company from time to time. The transactionswith the said firm are on an arm's fength basis and in the ordinary course of business.Shri Yazdi P. Dandiwafa one of the Directors of the Company is a Senior Partner in thesaid firm of Soficitors.


Necessary declarations have been obtained from aft the Independent Directors that theymeet the criteria of independence under sub-section (6) of Section 149 of the CompaniesAct 2013.


As disclosed in the last year's report the Competition Appellate Tribunal("COMPAT") by its order dated 11th December 2015 set aside the orderof Competition Commission of India ("CCI") dated 20th June 2012 andremitted the matter to CCI for fresh adjudication of the issues. The amount of penaltydeposited by the Company in compliance with the interim order by COMPAT was subsequentlyrefunded. CCI on hearing the arguments by its order dated August 31 2016 once againheld that the cement companies and the Cement Manufacturers' Association (CMA) are guiltyand in violation of the Sections 3(1) read with 3(3)(a) and 3(3)(b) of the Competition Actand imposed the penalty which in the case of the Company works out to Rs.274.02 crore. Theorder for cease and desist was also imposed. The Company thereafter approached the COMPATwhich by its order dated November 7 2016 stayed the operation of the CCI order subject toa deposit of 10% of the penalty amount within one month. The Company has accordinglydeposited the said amount in December 2016 in the form of Fixed Deposit in favour ofCOMPAT on behalf of the Company. Subsequently changes have been made in the constitutionand operations of Tribunals by the Government under which aft matters with COMPAT havebeen transferred to the National Company Law Appeffate Tribunal (NCLAT). Hearing of orderdated 31.08.2016 is completed at NCLAT and order is awaited.


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 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.


During the year 2017-18 the Company has incorporated a Wholly Owned Subsidiary viz.'Birfa Estates Private Ltd.' for the purpose of undertaking Reaf Estate DevefopmentProjects.

In view of no business feft to undertake the Board of Bander Coaf Company PrivateLtd. your Company's associate has commenced the process of vofuntary fiquidation of thesaid associate and has afready appointed a fiquidator under the appficabfe provisions offaw.

Industry House Ltd. in which your Company hofds about 35% shares is an AssociateCompany. Despite this fact the accounts of Industry House Ltd. have not been consofidatedwith that of the Company as there is no requirement for the same as per the IND-AS 28.


The Directors afso present the audited consofidated financiaf statements incorporatingthe dufy audited financiaf statements of the subsidiary as prepared in compfiance withthe Companies Act 2013 appficabfe Accounting Standards and other appficabfe faws ifany. A separate statement containing the safient features of its subsidiary and associatesin the prescribed form AOC-1 is annexed separatefy.


The information on conservation of energy technofogy absorption and foreign exchangeearnings and outgo stipufated under Section 134(3)(m) of the Companies Act 2013 read withRufe 8(3) of The Companies (Accounts) Rufes 2014 is annexed herewith as ‘Annexure-IV'.


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.


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.


The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as ‘Annexure-V'and forms 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 31stMarch 2018 is 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 particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby the Members at the Registered Office of the Company 21 days before the 121stAnnual General Meeting and up to the date of the said Annual General Meeting during thebusiness hours on working 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.


The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as ‘Annexure-VI'.


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
WorLi Mumbai-400 030 D.K. AGRAWAL Y.P. DANDIWALA
Dated: 2nd May 2018 WhoLe-time Director Director
DIN:00040123 DIN:01055000