To the Members,
Your Directors have pleasure in presenting the 35th (Thirty-Fifth) Annual Report on the
business and operations of Century Extrusions Limited and the Audited Accounts, for the
financial year ended 31st March 2023. OVERVIEW OF COMPANYS FINANCIAL AND OPERATIONAL
PERFORMANCE
The Company reported a sales turnover in the financial year 2022-23 of Rs. 37,201 lacs
as against Rs. 32,246 lacs in the previous financial year, recording increase of about
15.36% in the sales tumover of the Company.
| Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Revenue from operation (Gross) |
37201 |
32246 |
| Profit/(Loss) before Exceptional Items and Tax |
1011 |
865 |
| Exceptional Items |
147 |
- |
| Profit/(Loss) before Tax |
864 |
865 |
| Tax Expenses |
267 |
248 |
| Profit After Tax |
597 |
617 |
| Other Comprehensive Income/(Loss) for the year |
(6) |
20 |
| Total Income for the year |
591 |
637 |
The financial statements for the year ended 31st March 2023 have been prepared in
accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act,
2013 ("the Act”) read with the Companies (Indian Accounting Standards) Rules,
2015, as amended. DIVIDEND AND RESERVE
In view of meeting the capital requirement, and for growth of the Company, the Company
is retaining its eamings in the business. Therefore, no dividend is being recommended by
the Board of Directors of the Company. Further, there is no statutory obligation on the
Company to transfer a certain portion of its distributable profits for the year to General
Reserve, the entire profits is proposed to be re-invested back into the company for growth
purposes. MANUFACTURING
Production of Aluminium Extrusions products during the financial year 2022-23 increase
to 12686 MT as compared to 11004 MT in the previous financial year 2021-22. SHARE CAPITAL
Your Companys has not issued and allotted any shares during the financial year
2022-23. As on 31st March, 2023, the Authorised share capital of your Company stood at Rs.
12,00,00,000/- (Rupees Twelve Crores Only), comprising of 12,00,00,000 (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 Rs. 8,00,00,000/- (Rupees Eight Crores
Only) comprising of 8,00,00,000 (Eight Crores) number of Equity shares of Rs.1/- each
fully paid up. MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on
the Management Discussion and Analysis, as approved by the Board of Directors, 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 Boards Report.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Through the year, your Company is recognized in the Aluminum Industry for the wealth of
its human capital which is asset of the Company. Human resource management at the Company
goes 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 where
employee is engaged and empowered to excel. We are well focused to maintain positive
workplace environment, which provides long lasting and fruitful career to our employee.
Your Company believes that targets can only be reached with efforts from all its employees
called Century team. Your Company recognizes that job satisfaction requires congenial work
environment that promotes motivation among employees and therefore results in enhanced
productivity, and innovation and also provide avenues for employee training and
development to identify their potential and develop their careers in the Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate Governance and
bound to the Corporate Governance principles set out by the SEBI. The report on Corporate
Governance for financial year ended March 31, 2023 as prescrioed under Regulation 34 (3)
read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual
Report. A Certificate from the Companys Auditor Confirming compliance of the Corporate
Govemance is annexed to the Corporate Govemance Report which is a part of Annual Report as
Annexure-2. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board met five times i.e. on 23.05.2022, 12.08.2022, 12.11.2022, 07.12.2022 and
08.02.2023 during the financial year 2022-23. However, the details are also given 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 an appropriate mix
of Executive, Non-Executive and Independent Directors to maintain the independence of the
Board and separate its functions of governance and management. Presently, the Board
consist of Six board members which include Non-Executive-Independent Director,
Non-Executive-Non-Independent Director and Woman Director. The Number of Non-Executive
Directors is more than fifty percent of total number of directors. During the year, there
were changes occurred in composition of Board of Directors of the Company as below:
1. Shri Deepankar Bose (DIN: 09450920), was appointed as an Additional Non-Executive
Independent Directors by the Board of Directors at its Board meeting held on 11th January,
2022. Further Extraordinary General Meeting was convened on 4th April, 2022 and resolution
was passed by the Shareholders for change in designation of Shri Deepankar Bose (DIN:
09450920) from Additional Non-Executive Independent Director to Non-Executive Independent
Director, for first term of 5 consecutive years commencing from 11th January, 2022.
2. ShriBishwanath Choudhary (DIN: 02313294) was appointed as an Additional
Non-Executive Independent Directors by the Board of Directors at its Board meeting held on
11th January, 2022. Further Extraordinary General Meeting was convened on 4th April, 2022
and resolution was passed by the Shareholders for change in designation of Shri Bishwanath
Choudhary (DIN: 02313294) from Additional Non-Executive Independent Director to
Non-Executive Independent Director, for first term of 5 consecutive years commencing from
11th January, 2022.
3. Reappointment of Shri Vikram Jhunjhunwala (DIN:00169833) as Chairman and Managing
Director of the Company for a period of 3 (three) years effective from 12.02.2022 to
11.02.2025, was approved by the Board of Directors in its meeting held on 14.02.2022.
Further Extraordinary General Meeting was held on 04.04.2022 and resolution was passed for
his reappointment for a period of 3 (three) years effective from 12.02.2022 to 11.02.2025.
The Key Managerial Personnel appointed/ceased during the year are as under:
| [sl No. Name |
Designation |
Date of Appointment |
Date of Cessation |
| 1 Mr. Rajan Singh |
Company Secretary |
12-11-2022 |
continuing |
| 2 Mr. Rohit Kumar |
Company Secretary |
02-04-2018 |
03-11-2022 |
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company being a listed Company, Policy on Directors appointment is to follow the
criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock
Exchanges and good corporate governance practices. Emphasis is given to persons from
diverse fields or professions. The guiding Policy on remuneration of Directors, Key
Managerial Personnel and employees of the Company is that: % 0 Remuneration to Key
Managerial Personnel, Senior Executives, Managers, Staff and Workmen is commensurate with
the industry standards in which it is operating taking info account the performance
leverage and factors so as to attract and retain talent. ? For Directors, it is based on
the Shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed
therein, circulars, guidelines issued by the Central Government and other authorities from
time to fime. DECLARATION BY INDEPENDENT DIRECTORS
<The company has received the necessary declaration from each independent director
in accordance with the section 149 (7) of the Companies Act 2013 that he/she meets the
criteria of independence as laid out in sub-section (6) of Section 149 of the Companies
Act, 2013 and Regulation 16 read with Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
< The Boardhave taken on record these declarations after undertaking the due
assessment of the veracity of the same. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND EMPLOYEES
Disclosure pertaining to remuneration and other details as required under 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 best of their
knowledge and belief, confirm: i. that in the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper explanation if any
relating to material departures; ii. thatthe selected accounting policies were applied
consistently and the directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023 and of the profit or loss of the Company for the year ended on that date;
ii. that proper and sufficient care hasbeen taken for the maintenance of adequate
accountingrecordsin accordance with the provisions of the Companies Act, 2013 for
safeguarding 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 the said
systems are adequate and operating effectively. Steps are also being taken to further
improve the same. vi. The company has in place a system to ensure compliance with the
provisions of all applicable laws and the system is adequate. Steps are also being taken
to further improve the legal compliance monitoring. COMMITTEES OF THE BOARD
Currently, the Board has four committees: Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and Corporate Social Responsibility
Committee. A detailed note on the composition of the Board and its committees is provided
in the Corporate Governance Report section of this Report. AUDIT COMMITTEE
The constitution of the Audit Committee, Terms of Reference and the dates on which
meetings of the Audit Committee were held are mentioned in the Corporate Governance Report
for the FY 2022-23 forming part of this Annual Report. There has been no instance where
Board has not accepted the recommendations of the Audit Committee during the year under
review. NOMINATION AND REMUNERATION COMMITTEE
The constitution of the Nomination and Remuneration Committee, Terms of Reference and
the dates on which meetings of the Nomination and Remuneration Committee were held are
mentionedin the Corporate Governance Report for the FY 2022-23 forming part of this Annual
Report. STAKEHOLDERS RELATIONSHIP COMMITTEE
The constitution of the Stakeholders Relationship Committee, Terms of Reference and the
dates on which meetings of the Stakeholders Relationship Committee were held are mentioned
in the Corporate Governance Report for the FY 2022-23 forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Companys commitment to create significant and sustainable societal value is
manifest in its Corporate Social Responsibility (CSR) initiatives and its sustainability
priorities are deeply intertwined with its business imperatives. In accordance with
Section 135 of the Act and the rules made thereunder, the Company has formulated a
Corporate Social Responsibility Policy, a brief outline of which, along with the required
disclosures, is given in Annexure 4, which is annexed hereto and forms a part of the
Boards Report. The Company has undertaken the CSR initiatives in the fields of promoting
education, eradicating hunger, and malnutrition and community development thereby helping
in the upliftment of the underprivileged and disadvantaged sections of the society. All
the CSR activities fall within the purview of Schedule VII of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The detail of the CSR
Policy is also posted on the Companys website and may be accessed at the link:
hitps://www.centuryextrusions.com/pdf/18032020/CSR_Policy-CEL.pdf The Company continues to
do its best to support its communities during the current situation.
INTERNAL CONTROL SYSTEM
The Company has a strong and pervasive intemal control system to ensure well-organized
use of the Companys resources, their security against any unauthorized use, accuracy in
financial reporting and due compliance of the Companys policies and procedures as well as
the Statutes. Internal Audit reports are regularly placed before the Audit Committee and
Management analysis of the same is done to ensure checks and controls to align with the
expected growth in operations. The Internal audit is carried out by an independent firm of
Chartered Accountants on regular basis and remedial actions are taken when any
shortcomings are identified. The Audit committee reviews the competence of the internal
control system and provides its guidance for constant upgrading in the system. RISK
MANAGEMENT
Risk management isthe process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/ control the probability
and / orimpact of unfortunate events or to maximize the redlization of opportunities.
Management of risk remains an integral part of your Companys operations and it enables
your Company to maintain high standards of asset quality at time. The objective of risk
management is to balance the tradeoff between risk and return and ensure optimal
risk-adjusted return on capital. It entails independent identification, measurement and
management of risks across the businesses of your Company. Risk is managed through a
framework of policies and principles approved by the Board of Directors supported by an
independent risk function which ensures that your Company operates within a pre-defined
risk appetite. The risk management function strives to proactively anticipate
vulnerabilities at the transaction as well as at the portfolio level, through quantitative
or qualitative examination of the embedded risks.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. Hence, the provisions
of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not
required. Further, there are no materially significant Related Party Transactions during
the year under review made by the Company with its Promoters, Directors, Key Managerial
Personnel or other designated persons, which may have a potential conflict with the
interest of the Company at large. All Related Party Transactions are placed before the
Audit Committee for approval. Policy on Related Party Transactions is uploaded on the
Companys website at the web link:
https://www.centuryextrusions.com/pdf/2023/Related-Party-Transactions-CEL.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) of the Act and SEBI Listing
Regulations, the Company has framed a Whistle Blower Policy / Vigil Mechanism for
Directors, employees and stakeholders for reporting genuine concerns about any instance of
any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of
Clause 6 of Regulation ?A of SEBI (Prohibition of Insider Trading) Regulations as amended
by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company
ensures to make employees aware of such Whistle Blower Policy to report instances of leak
of unpublished price sensitive information. The Vigl Mechanism provides for adequate
safeguards against victimization of Directors or Employees or any other person who avail
the mechanism and dso provide direct access to the Chairperson of the Audit Committee. The
details of the Vigil Mechanism / Whistle Blower Policy are dso posted on the Companys
website and may be accessed at the link: https://www.centuryextrusions.com/pdf/18032020/W
histle%20Blower%20Policy-CEL.paf
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2014 Company has a stringent policy for prevention of sexual harassment of
women at workplace and management takes a zero tolerance approach towards those indulging
in any form of sexual misconduct. No instance of sexual harassment was reported during FY
2022-23. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act, read with the Companies {Audit
and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee
to the Board of Directors of the Company, the Members of the Company at its Thirty Fourth
(34th) Annual General Meeting (AGM) held on 12th August, 2022 approved the appointment of
M/s. ALPS & Co., Chartered Accountant, (FRN 313132E) Kolkata, as the Statutory
Auditors of the Company, for an initial term of five consecutive years, i.e. from the
conclusion of the 34th AGM held in the year 2022 till the conclusion of the 39th AGM of
the Company to be held in the year 2027, subject to the ratification of their appointment
by the Members at every AGM of the Company. The requirement to place the matter relating
to appointment of Auditors for ratification by Members at every AGM has been done away by
the Companies (Amendment) Act 2017 w.e.f. 7th May, 2018. Accordingly, no resolution is
being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM
and a note in respect of same has been included in the Notice of the AGM. The Report given
by M/s. ALPS & Co., Chartered Accountant, (FRN 313132E) Kolkata, on the financial
statements of the Company for the year 2022-23 is annexed hereto and forms a part of the
Annual Report. There are no quadlification(s), reservation(s) or adverse remarks or
disclaimer in the Auditors Report to the Members on the Annual Financial Statements for
the financial year ended 31st March, 2023. QUALIFICATION, RESERVATION OR ADVERSE REMARK IN
THE AUDIT REPORTS
There are no quadlification(s), reservation(s) or adverse remarks or disclaimer in the
Auditors Report to the Members on the Annual Financial Statements for the financial year
ended 31st March, 2023. The Auditors, however have observed that a payment of Rs. 5 lacs
in respect of Provident Fund dues, though provided in the books of accounts, could not be
made. This is because of non-mapping of KYC of certain workers with Income Tax department
and Provident Fund department, leading to blockage of Universal Account Number (UAN) and
consequently leaving no scope for deposits against blocked UAN. COST AUDIT AND AUDITORS
In terms of the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company 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 of your Company for the
financial year 2023-24, at a remuneration as mentioned in the Notice convening the Annual
General Meeting. As required under the Act, the remuneration payable to the cost auditor
is required to be placed before the Members in a general meeting for their ratification.
Accordingly, a resolution seeking Members ratification for the remuneration payable to
Cost Auditors forms part of the Notice of the ensuing Annual General Meeting. SECRETARIAL
AUDITORS AND SECRETARIAL STANDARDS
The Secretarial Audit was carried out by Ms. Shruti Agarwal, Company Secretaries (ICSI
Membership No. ACS 38797, C.P. No. 14602) for the financial year ended on 31st March,
2023. The Report given by the Secretarial Auditors is marked as (Annexure-5) and forms a
part of the Boards Report. The Secretarial Audit Report is self-explanatory and do not
call for any further comments.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer. During the year under review, the Secretarial Auditors had not
reported any matter under Section 143 (12) of the Act, therefore no detail is required to
be disclosed under Section 134 (3)(ca) of the Act. During the Financial Year, your Company
has complied with the applicable 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 the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and
SS2) respectively relating to meetings of the Board and its Committee and shareholders
which have mandatory application during the year under review. EXTRACT OF ANNUAL RETURN
(MGT-9) Company Annual Retun Pursuant to the amendments to Section 134(3)(a) and Section
92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annud Retun (Form MGCGT-7) for the financial year ended March 31, 2023, is
available on the Companys website and can be accessed at the following link:
hitps://www.centuryextrusions.com/uploaded._files/userfiles/files/ AnnualReturn202223.pdf
LEGAL ORDERS
There are no Significant/material orders of Courts/ fribunal/regulation affecting the
Companys going concern status. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments are given in the notes to the financial
statements. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the business of the
Company. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
During the year under review, the Company has no Subsidiary, Joint Venture of
Associate. PUBLIC DEPOSITS
The Company does not have any Public Deposits under Chapter V of the Act and has repaid
all Public Deposits that matured and were claimed by the depositors under the earlier
Public Deposit Schemes. There is no outstanding balance as on 31st March 2023. PARTICULARS
AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013 The information relating to Conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under
Section 134 (3) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts)
Rules, 2014, is set out in a separate statement attached to this report and forms part of
it. (Annexure- 6). GREEN INITIATIVES
As a responsible corporate citizen, the Company supports the Green Initiative
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic
delivery of documents including the Annual Report etc. to Members at their e-mail
addresses previously registered with the DPs and RTAs.
To support the ‘Green Initiative, Members who have not registered their email
addresses are requested to register the same with the Companys Registrar and Share
Transfer Agent/Depositories for receiving all communications, including Annual Report,
Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circulars
and SEBI Circular, the Notice of the 35th AGM and the Annual Report of the Company for the
financial year ended 31st March, 2023 including therein the Audited Financial Statements
for the year 2022-2023, are being sent only by email fo the Members. A newspaper
advertisement in this regard has also been published. ACKNOWLEDGEMENT
We express our sincere gratitude to our customers, vendors, investors and bankers for
their continued support during the year. We place on record our sincere appreciation of
the dedication and commitment of all employees in achieving excellence in dll spheres of
business activities. We thank the Government of India, the Customs and Excise Departments,
the Sales Tax Department, the Income Tax Department, the State Government and other
Govemment agencies for their support, and look forward to their continued support in the
future. CAUTIONARY STATEMENT
Statements forming part of the Management Discussion and Analysis covered in this
report may be forward- looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement.
The Company takes no responsibility to publicly amend, modify or revise any forward
looking statements on the basis of any subsequent developments, information or events.
|
For and on behalf of the Board of Directors |
|
For, Century Extrusions Limited |
|
Sd/- |
|
Vikram Jhunjhunwala |
| Place: Kolkata |
Chairman & Managing Director |
| Date: 30.05.2023 |
DIN: 00169833 |
+91-9892691696
