Cenlub Industries Ltd Directors Report.

To the Members,

Your Companys Directors have pleasure in presenting the Boards Report along with the Audited Financial Statements for the Financial Year ended March 31, 2020.

1. Review of Operations

Your Companys performance during the Financial Year as compared with that during the previous Financial Year is summarized below:

Particulars (Rs. In Lacs) Year Ended March 31 2020 (Rs. In Lacs) Year Ended March 31 2019
Revenue from Operations 3903.73 4810.47
Exceptional Items 103.82 63.31
Other Income 116.28 82.00
Total Income 4123.83 4955.78
Total Expenditure other than Finance Costs and Depreciation and Amortisation 3510.29 4013.92
Profit before Finance Costs, Depreciation and Amortisation 613.54 941.86
Depreciation and Amortisation 96.54 101.13
Profit before Finance Costs and Tax 517.00 840.73
Finance Costs (net) 110.14 121.82
Profit / (loss) before Tax 406.86 718.91
Provision for Current Tax 98.65 208.08
Provision for Deferred Tax 31.85 16.68
Net Profit / (loss) 276.36 494.15
Other comprehensive income -13.38 -4.25
Total comprehensive income 262.95 489.90

2. SHARE CAPITAL

The paid –up Equity Share Capital of the Company as on March 31,2019 stood at Rs. 4,66,28,990.

During the year under review, the Company has not issued shares with the differential voting rights nor granted any stock options or sweet equity. As on March 31,2020 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

3. OPERATIONAL PERFORMANCE

During the Financial Year ended on 31st March, 2020, your Company has achieved on standalone basis total income from operational turn over of Rs. 4123.83 Lakhs as against Rs. 4955.78 Lakhs in the previous Financial Year and the Profit after Tax is 262.95 Lakhs as against Profit after Tax of 489.90 Lakh in the previous Financial Year.

4. COVID-19

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lockdowns of all economic activity. For the Company, the focus Immediately shifted to ensuring the health and well-being of all employees and on minimizing disruption to services for all our customers globally. However, workers attendance was very low due to restrictions on movements. Resulting, part working of the plant initially effected and the same is being improved gradually. The Plant is operating with complete compliance of all directives related to maintaining of Social Distancing and mandatory to wear face mask and have proper sanitizations.

It is expected that there will be good demand for agricultural pipes but institutional sales will depend upon government initiatives for infra projects. Thus, impacting Companies profitability to some extent though, your Board is confident about the adequate management of the liquidity position of the Company.

5. DIVIDEND

Due to additional borrowings made during the year, there is an increase in the commitments towards repayments to the leading Banks. As such, Board of Directors feels appropriate not to recommend any dividend for the Financial Year 2019-2020.

6. CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

7. BUSINESS TRANSFER

There is no transfer of business during the period under review.

8. TRANSFER TO RESERVES

During the year, the Company has not transferred any amount tothe general reserves or any other reserves.

9. DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2020. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S.No. Particulars Amt. in Rs.
1. Details of Deposits accepted during the year Nil
2. Deposits remaining unpaid or unclaimed at the end of the year Nil
3. Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year Nil
4. Deposits not in compliance with law N.A.
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed penalty imposed N.A.

Further your Company has already filed Form DPT-3 for the F.Y.ended on 31.03.2020 for the amount received by the Company which is not under the purview of section 73 of the Companies Act,2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

The Members at the 27th Annual General Meeting of the Company held on 28th September, 2019, pursuant to the provisions of Section 152 approved the appointment of Smt. Madhu Mittal (00006418), Director, and Mr. Aman Mittal (00006435) who was liable to retire by rotation and being eligible offered himself for re-appointment and the members at the 27th Annual General Meeting, have re-appointed Mr. Vijendra Kumar Mittal as the Managing Director and Mr. Ansh Mittal Whole Time Director and Mr. Aman Mittal Whole Time Director and Smt. Madhu Mitta Whole Time Director of the Company for a term of 3 years.

In accordance with the provisions of section 149,152 and schedule IV of the Companies Act, 2013, the two Independent directors namely Mr. Krishna Gopal Gupta were re-appointed for a second term of five consecutive years commencing from 13th November, 2019 till 12th November, 2024 by the members at the 27th Annual General Meeting of the Company and Smt. Santosh Varma appointed for a first term of five consecutive years commencing from 1st April , 2019 till 31st March , 2024 by the members at the 27th Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ansh Mittal (DIN 00041986), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to the provisions of sections 196,197,203 and all applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (LODR) Regulations, Shri Virendra Kumar Gupta (DIN: 00006461), proposed for re-appointed as an Whole Time Director of the Company in the ensuing Annual General Meeting. Necessary information on the Director (s) seeking appointment/ reappointment has been given in the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that the independent directors meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations 2015.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnels (KMPs) of the Company during the period under review:

? Mr. Vijendra Kumar Mittal (DIN:00006398), Managing Director

? Mr. Virendra Kumar Gupta (DIN 00006461) Whole Time Director & CFO

? Mrs. Madhu Mittal (DIN:00006418), Whole Time Director

? Mr. Aman Mittal (DIN: 00006435), Whole Time Director

? Mr. Ansh Mittal (DIN: 00041986), Whole Time Director

? Mrs. Akansha Rawat, Company Secretary & Compliance Officer (from 01.04.2019 to 31.06.2019)

? Mr. Akash Rajak, Company Secretary and Compliance Officer(from 01.07.2019 to 30.11.2019)

? Mr. Ankur Goyal, Company Secretary and Compliance Officer (from 01.01.2020 and existing).

There is no change in the KMPs of the Company during the financial year under review except the appointment and resignation of Company Secretary and Compliance Officer as per details mentioned above.

11. BOARD EVALUATION

The Board of Directors of the Company is committed to get its Performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee (NRC) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment/ continuation of Directors on the Board shall be based on the outcome of the evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

12. MEETINGS

During the year nine (9) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (LODR) Regulations, 2015.

13. NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and for determination of their remuneration. The salient feature of Nomination & Remuneration Policy is stated in the Corporate Governance Report. The Nomination & Remuneration Policy duly approved by the Board has been posted on the Companys website http://cenlub.in

14. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and other purposes the Board has constituted the following committees:

i) Audit Committee ii) Nomination and Remuneration Committee iii) Stakeholders Relationship Committee

Apart from the aforesaid committees under the Companies Act,2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complain Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate Governance Report.

15. HOLDING, SUBSIDIARY COMPANY AND ASSOCIATE COMPANY

The company does not have any subsidiary, Joint Venture or Associate Company

16. RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions that were entered were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMPsor other designated persons which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company. Therefore, the company is not required to attach Form AOC-2 with this report.

Separate disclosure as per regulation 34(3) and 53(f) of SEBI (LODR)Regulations, 2015 is made in the report. The policy on Related Party Transactions duly approved by the Board has been posted on the Companys website http://cenlub.in

17. CORPORATE SOCIAL RESPONSIBILITY

The provision of Corporate Social Responsibility does not applicable to the Company.

18. EXTRACTS OF ANNUAL RETURN

The particulars forming part of the extract of the Annual Return in Form MGT-9 is annexed to this report as "Annexure A" and the copy of the Annual return of the Company is placed on the companys website- http://cenlub.in

19. DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Directors Report is given in "Annexure B" to this Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure C" and forms part of this report.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investment are given in the notes to the Financial Statements. Hence no further disclosure is being given here to avoid repetition.

22. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of the corporate governance is appended and forms a part of this report along with the certificate of Disqualification of Directors received from Practicing Company Secretary as the"Annexure 1" and "2"of the Corporate Governance Report.

23. RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for –

A. adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policy are made available on the Companys website http://cenlub.in and have also been provided as "Annexure D"of part of this Report.

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:-

a) that in the preparation of the annual financial statements for the year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2020 and of the statement of profit and loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based onthe report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the Internal Auditors.

The Board has implemented systems to ensure compliance of all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations.

During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

27. AUDITORS & THEIR REPORT

A: STATUTORY AUDITORS AND AUDITORS REPORT

At the 25th Annual General Meeting of the Company held on 23rd September 2017, the members approved appointment of M/s Sanmarks & Associates, Chartered Accountants (Firm Registration No. 003343N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 30th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act 2013.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 7th May, 2018 amending Section 139 of Companies Act, 2013 and the Rules framed there under, the mandatory requirement for ratification of appointment of Statutory Auditor by the Members at every Annual General Meeting has omitted. Accordingly, no resolution is being proposed for ratification of appointment of M/s Sanmarks & Associates, Chartered Accountants as Statutory Auditors at the forthcoming Annual General Meeting.

The Auditors Report for FY 2019-20 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

B. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Ms. Apoorva Singh., Practicing Company Secretary, (Membership No.: 35621), as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2019-2020.

The Report on Secretarial Audit for the financial year 2019-2020, in Form MR-3, as "Annexure E" forms integral part of this Boards Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

C. INTERNAL AUDIT

During the Financial year ended 31stMarch 2020, your Company has appointed M/s. Sanjeev Meenu & Co., Chartered Accountants, as Internal Auditors to carry out the Internal audit of the Company. The reports of the Internal auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of Internal controls.

D.COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the company.

E. REPORTING OF FRAUDS

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, which required to reported to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Companys operations in future.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2010-11 and 2012-13 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Companys website at http://cenlub.in

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

30. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company had adopted a policy for prevention of Sexual Harassment of Women at workplace and had set up a Committee for implementation of said policy.

As per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr. No. No. of cases pending as on the beginning of the Financial Year under review No. of complaints filed during the financial year under review No. of cases pending as on the end on the Financial Year under review
1 Nil Nil Nil

The Prevention of Sexual Harassment Policy of the Company can be accessed at http://www.cenlub.in/investorrelations/ policies-codes/

31. GENERAL

Your Directors state that during the year under review:

The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

There have been no material changes and commitments

32. ACKNOWLEDGEMENT

Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and investors and all other stakeholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working and growth of the Company.

For and on behalf of the Board of Directors
Vijendra Kumar Mittal
Chairman & Managing Director
(DIN: 00006398)
Date: 20th August, 2020
Place: Faridabad

ANNEXURE A FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on march 31, 2020

 

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L67120HR1992PLC035087
Registration Date 26.03.1992
Name of the Company M/s Cenlub Industries Limted
Category/Sub – Category of the Company Public Company, Limited by Shares
Address of the Registered office and contact details Plot No- 233-234 Sec -58 Ballabgarh Faridabad-121004 Haryana Ph no : 08826794470, 71, 72 ,73 Fax no: 01292307263 E-mail: cenlub @cenlub.in Web: www.cenlub.in
Whether listed company Yes
Name, Address and Contact details of Beetal Financial & Computer Services(P) Ltd
Registrar and Transfer Agent, if any Beetal House, 3rd Floor,

99, Madangir, Behind Local Shoping Centre,

Near Dada Harsukhdas Mandir, New Delhi-110062

Tel.:+9111-29961281-83
E-mail:beetal@beetalfinancial.com
Web:www.beetalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SL.No. Name and Description of main products/ services NIC Code of the product / service % to total turnover of the Company"
1. Centralized Lubrication System Machine Tools, 28299 100%
Press Tools, Die Casting, Pharmaceutical machines,

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and address of the Company CIN/GLN Holding/subsidiary/ associate % of shares held Applicable Section
N A

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) i. Category-wise Share Holding as on March 31, 2020:

Category of shareholders No. of Shares held at the beginning of the year (As on 01.04.2019) No of shares held at the end of the year (As on 31.03.2020)
Demat Physical Total % of total shares Demat Physical Total % of total shares Changed During the year
A. Promoters Group
(1) Indian
a) Individual/HUF 2307183 3000 2310183 49.54 2369425 0 2369425 50.81 1.27
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks/ FI - - - - - - - -
f ) Any other - - - - - - - - -
Sub-total (A)(1) 2307183 3000 2310183 49.54 2369425 0 2369425 50.81 1.27
(2) Foreign
a) NRIs-Individual - - - - - - - - -
b) Others-Individual - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Bank/ FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-total (A)(2) - - - - - - - - -
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 2307183 3000 2310183 49.54 2369425 0 2369425 50.81 1.27
B. Public
Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Venture Capital Funds - - - - - - - - -
c) Alternate Invest- ment Funds - - - - - - - - -
d) Foreign Venture
Capital Investors - - - - - - - - -
e) Foreign Portfolio
Investors - - - - - - - - -
f ) Financial Inst/ banks - - - - 291 - 291 0.006 -
g) Insurance Companies - - - - - - - - -
h) Provident Fund / Pension Fund - - - - - - - - -
i) Any other - - - - - - - - -
j) Other-Foreign Fin Inst/bank - - - - - - - - -
Sub-total (B) (1) - - - - - - - - -
2. Central Govt/ State Govt/ President of India - - - - - - - - -
Sub-total (B)(2) - - - - - - - - -
3. Non-Institutions
(a)(i) Individual- 1058104 353150 1411254 30.27 994078 283850 1277928 27.41 (2.86)
Holding Nom.
Val. Upto
Rs. 2 lakhs.
(ii) Individual- 456642 - 456642 9.79 436562 - 436562 9.36 (0.43)
Holding Nom.
Val. greater then
Rs. 2 lakhs
Kailashben 122000 - 122000 2.62 133345 - 133345 2.86 0.24
Ashok Kumar
Patel
Shyam Sunder
Gupta 71863 - 71863 1.54 71863 - 71863 1.54 -
Bhimavarapu
Sridhar Reddy 76727 - 76727 1.65 - - - - -
Varsha Sharad
Shah 46650 46650 1.00 46650 - 46650 1.00 -
(b)NBFC - - - - - - - - -
Registered
With RBI
(c-i) Employees - - - - - - - - -
Trust
(d)Overseas
Depository
Holding DRs - - - - - - - - -
(e) Any Other
Other-Body Corp 32904 1400 34304 0.74 89562 1300 90862 1.95 1.21
Other-Clearing
Member 1300 - 1300 0.03 2234 - 2234 0.05 0.02
Other-N R I–
Non-Repatari-
able 1310 - 1310 0.02 3690 - 3690 0.08 0.06
Other N R I 62404 2300 64704 1.39 62964 2300 65264 1.40 0.01
Dr. Sanjeev Arora 59002 - 59002 1.26 60122 - 60122 1.29 0.03
Other-Individual
HUF 158597 - 158597 3.40 137290 - 137290 2.94 (0.46)
IEPF Authority 224605 - 224605 4.82 279353 - 279353 5.99 1.17
Sub Total (B)(3) 1995866 356850 2352716 50.46 2005733 287450 2293183 49.19 (1.27)
Total Public
Shareholding
(B)=(B)(1)+(B)
(2)+(B)(3) 1995866 356850 2352716 50.46 2006024 287450 2293474 49.19 (1.27)
Total (A)+(B) 4303049 359850 4662899 100 4375449 287450 4662899 100 -
C. Non-Promoter–
Non-Public - - - - - - - - -
1) Custodian/Dr Holder - - - - - - - - -
2) Employee Benefit - - - - - - - - -
Trust (Under SEBI
(Share based
Employee Benefit)
Regulation, 2014)
Grand Total (A+B+C) 4303049 359850 4662899 100 4375449 287450 4662899 100 -

ii). Shareholding of Promoters:

Sr. Shareholders No. Name Shareholding at the beginning of the year (as on 1 April, 2019) Shareholding at the end of the year (a on 31 March, 2020)
No of shares % of total shares of the company % of total pledged/ encumbe- red to total shares/ No of shares % of total shares of the company % of total pledged/ encumbe- red to total shares % Change in Share holding during the year
1. Vijendra Kumar Mittal 829861 17.80 Nil 879525 18.86 Nil 1.06
2. Madhu Mittal 690526 14.81 Nil 697604 14.96 Nil 0.15
3. Aman Mittal 176439 3.78 Nil 176439 3.78 Nil 0.00
4. Ansh Mittal 342342 7.34 Nil 344342 7.38 Nil 0.04
5. Leena Mittal 146270 3.14 Nil 146270 3.14 Nil 0.00
6. Nilu Mittal 95283 2.04 Nil 95783 2.05 Nil 0.01
7. Swati Mittal 8628 0.19 Nil 8628 0.19 Nil 0.00
8. Virendra Kumar Gupta 19550 0.42 Nil 19550 0.42 Nil 0.00
9. Santosh Gupta 1284 0.03 Nil 1284 0.03 Nil 0.00
Total 2310183 49.55 0 2369425 50.81 0 1.26

iii). Change in Promoter and Promoter Group Shareholding

Sr. Shareholders Name Shareholding at the Cumulative Shareholder
No. beginning of the year during the year
% of total shares of the Company No. of shares % of total shares of the Company
01. Vijendra Kumar Mittal 829861 17.80 829861 17.80
At the beginning of the year
Bought /Sold during the year
12/04/2019-Purchase 140 0.003 830001 17.80
19/04/2019-Purchase 470 0.010 830471 17.81
26/04/2019-Purchase 533 0.011 831004 17.82
03/05/2019-Purchase 193 0.004 831197 17.82
10/05/2019-Purchase 2300 0.049 833497 17.88
17/05/2019-Purchase 1493 0.032 834990 17.90
21/06/2019-Purchase 1200 0.026 836190 17.93
28/06/2019-Purchase 4475 0.096 840665 18.02
05/07/2019-Purchase 4348 0.093 845013 18.12
02/08/2019-Purchase 2658 0.057 847671 18.18
11/08/2019-Purchase 9 0.000 847680 1.88
18/10/2019-Purchase 1438 0.030 849118 18.21
25/10/2019-Purchase 790 0.017 849908 18.23
01/11/2019-Purchase 5000 0.107 854908 18.33
08/11/2019-Purchase 500 0.010 855408 18.34
22/11/2019-Purchase 3555 0.076 858963 18.42
29/11/2019-Purchase 5022 0.107 863985 18.53
06/12/2019-Purchase 200 0.000 864185 18.53
13/12/2019-Purchase 4761 0.102 868946
20/12/2019-Purchase 4579 0.098 873525 18.73
27/03/2020-Purchase 5000 0.107 878525 18.84
31/03/2020-Purchase 1000 0.021 879525 18.86
At the end of the year 879525 18.86 879525 18.86
02. Madhu Mittal
At the beginning of the year 690526 14.81 690526 14.81
Bought /Sold during the year
26.04.2019 (Purchase) 2762 0.053 693288 14.87
18.10.2019 (Purchase) 1000 0.021 694288 14.89
29.11.2019 (Purchase) 2480 0.053 696768 14.94
20.03.2020 (Purchase) 735 0.016 697503 14.96
31.03.2020 (Purchase) 101 0.002 697604 14.96
At the end of the Year 697604 14.96 697604 14.96
03. Ansh Mittal
At the beginning of the year 342342 7.34 342342 7.34
Bought /Sold during the year
20/12/2019-Purchase 1500 0.032 343842 7.38
03/01/2020-Purchase 500 0.010 344342 7.38
At the end of the Year 344342 7.38 344342 7.38
04. Nilu Mittal
At the beginning of the year 95283 2.04 95283 2.04
Bought /Sold during the yea
03/01/2020-Purchase 500 0.010 95783 2.05
At the end of the Year 95783 2.05 95783 2.05

iv). Shareholding pattern of IEPF &top ten shareholders ( other than Directors, promoters and holders of GDRs and ADRs)

Sr. Shareholders Name No. Shareholding at the beginning of the year Cumulative Shareholder during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
01. Investor Education & Protection Fund
Authority
At the beginning of the year 224605 4.81 224605 4.81
Bought /Sold during the year
04/10/2019-Sell 100 0.02 100 0.02
01/11/2019-Sell 100 0.02 100 0.02
17/01/2020-Purchase 54948 1.18 54948 1.18
At the end of the Year 279353 5.99 279353 5.99
02. Kailashben Ashok Kumar Patel
At the beginning of the year 122000 2.62 122000 2.62
Bought /Sold during the year
27/03/2020-Purchase 11345 0.24 133345 2.86
At the end of the Year 133345 2.86 133345 2.86
03. Shyam Sunder Gupta
At the beginning of the year 71863 1.54 71863 1.54
Bought /Sold during the year 0 0 0 0
At the end of the Year 71863 1.54 71863 1.54
04. Dr. Sanjeev Arora
At the beginning of the year 59002 1.27 59002 1.27
Bought /Sold during the year
04/10/2020-Purchase 1120 0.02 60122 1.29
At the end of the Year 60122 1.29 60122 1.29
05 Satya Prakash Mittal(HUF) 69475 1.49 69475 1.49
At the beginning of the year
Bought /Sold during the year
05/04/2019-Purchase 808 0.017 70283
11/10/2019 Sell -13 0.000 70270
25/10/2019 Sell -25 0.000 70245
01/11/2019 Sell -16257 0.348 53988
08/11/2019 Sell -2500 0.053 51488
15/11/2019 Sell -60 0.000 51428
24/01/2020 -749 0.001 50679
At the end of the Year 50679 1.09 50679 1.09
06 Counter Cyclical Investments Pvt Ltd
At the beginning of the year 28836 0.6184 28836 0.6184
Bought /Sold during the year
13/03/2020-Purchase 21023 0.451 49859 1.0693
At the end of the Year 49859 1.0693 49859 1.0693
07 Varsha Sharad Shah
At the beginning of the year 46650 1.0005 46650 1.0005
Bought /Sold during the year 0 0 0 0
At the end of the Year 46650 1.0005 46650 1.0005
08 Savita Rani
At the beginning of the year 19036 0.4082 19036 0.4082
Bought /Sold during the year
12/04/2019-Purchase 1529 0.0327 20565
19/04/2019-Purchase 50 0.0000 20615
26/04/2019-Purchase 1498 0.0321 22113
03/05/2019-Purchase 1410 0.0320 25523
10/05/2019-Purchase 248 0.0053 23771
24/05/2019-Purchase 1088 0.0233 24859
31/05/2019-Purchase 1895 0.0406 26754
07/06/2019-Purchase 2500 0.0536 29254
14/06/2019-Purchase 2500 0.0536 31754
21/06/2019-Purchase 2754 0.0590 34508
19/07/2019-Purchase 292 0.0062 34800
20/09/2019-Purchase 1550 0.0332 36350
At the end of the Year 36350 0.7796 36350 0.7796
09 RAJEEV JAWAHAR
At the beginning of the year 1 0 1 0
Bought /Sold during the year
14/06/2019-Purchase 6841 0.1467
21/06/2019-Purchase 9146 0.1961
28/06/2019-Purchase 13490 0.2893
05/07/2019-Purchase 15035 0.3224
19/07/2019-Purchase 18696 0.4009
26/07/2019-Purchase
02/08/2019-Purchase 19737 0.4232
09/08/2019-Purchase 22425 0.4809
16/08/2019-Purchase 24809 0.5320
23/08/2019-Purchase 25595 0.5489
30/08/2019-Purchase 30798 0.6604
12/04/2019-Purchase 34284 0.7353
At the end of the Year 34284 0.7353 34284 0.7353
10 VYOMESH NATVAR LAL SHAH(HUF)
At the beginning of the year 31440 0.6743 31440 0.6743
Bought /Sold during the year 0 0
At the end of the Year 31440 0.6743 31440 0.6743
11 Vandana Vyomesh Shah
At the beginning of the year 30018 0.64 30018 0.64
Bought /Sold during the year (1000) (0.02) (1000) (0.02)
1/11/2019-sell
At the end of the Year 29018 0.62 29018 0.62
Sr. Name of Directors Shareholding at the beginning of the year (As on 01.04.2019) Changes during the year
No. and KMPs
Shareholding at the end of the year (As
No. of shares % of Total shares of the Company Date No. of increased No. of share descre- ased % of total shares of the Company
01. Vijendra Kumar Mittal 829861 17.7971 12/04/2019 140 0 879525 18.8622
Chairman & Managing 19/04/2019 470
Director 26/04/2019 533
03/05/2019 193
10/05/2019 2300
17/05/2019 1493
21/06/2019 1200
28/06/2019 4475
05/07/2019 4348
02/08/2019 2658
11/10/2019 9
18/10/2019 1438
25/10/2019 790
01/11/2019 5000
08/11/2019 500
22/11/2019 3555
29/11/2019 200
06/12/2019 4761
13/12/2019 4579
20/12/2019 5000
27/03/2020 1000
31/03/2020
02. Madhu Mittal 690526 14.8089 26/04/2019 2762 0 697604 14.9607
18/10/2019 1000
29/11/2019 2480
20/03/2020 735
31/03/2020 101
03. Aman Mittal 176439 3.7839 0 0 0 176439 3.7839
04. Virendra Kumar Gupta 19550 0.4193 0 0 0 19550 0.4193
05. Ansh Mittal 342342 7.3418 20/12/2019 1500 0 344342 7.3847
03/01/2020 500
06. Ashok Kumar Agarwal 300 0.0064 0 0 0 300 0.0064
07. K.G.Gupta 1000 0.0214 03/01/2020 0 500 500 0.0107

hold any shares of the company at the beginning of the year as well as at the end of the year. They have neither acquired any shares nor sold any shares during the year under review.

VI) INDEBTENDNESS

Indebtedness of the Company including interest outstanding accrued but not due for payment

(In Rs. Lacs)

Particulars Secured Loans excluding deposits Unsecured Loan Deposits Total Indebtedness
Indebtedness at the beginning of the financial year (01.04.2019) 971.76 47.85 0 1019.61
i) Principle Amount
ii) Interest due but not paid 2.76 0 0 2.76
iii) Interest accrued but not due 0 0 0 0
Total (i+ ii+ iii) 974.52 47.85 0 1022.37
Change in indebtedness during the financial year* 174.18 0 174.18
Addition .79 47.85 (48.64)
(Reduction) 173.39 47.85 0 125.54
Net Change 0 0 0 -
Indebtedness at the end of the 1145.94 0 0 1145.94
financial year (31.03.2020)
i) Principle Amount 0 0 0 0
ii) Interest due but not paid 1.97 - - 1.97
iii) Interest accrued but not due 1147.91 0 0 1147.91
Total (I + ii+ iii) 971.76 47.85 0 1019.61

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director, Whole- time Director and /or Manager

(In Rs. )

Sr. Particulars of

Name of the Managing Director/ Whole-time

Director/ Manger

No. Remuneration Mr. V.K. Mittal Mrs. Madhu Mittal

Mr. Aman Mittal Mr. Ansh Mittal Mr. Virender

Total
Chairman & Managing Director Executive Director Executive Director Executive Director Kumar Gupt Whole time Director and CFO Amount
1. Gross Salary 58,54,839 14,63,710 36,00,000 35,12,903 14,63,710 1,58,95,162
a. Salary as per provisions contained in section 17(1) of the Income Tax Act 1961
b. Value of Perquisites u/s 17(2) Income Tax Act 1961 - - - - -
c. Profits in lieu of salary under section 17(3) Income Tax Act 1961 - - - - -
2. Stock option - - - - -
3. Sweat Equity - - - - -
4. Commission/
-As a % of Net [Profit - - - - -
-others, specify - - - - -
5. Other, please specify - - - - -
Total A 58,54,839 14,63,710 36,00,000 35,12,903 14,63,710 1,58,95,162

B. Remuneration to other Director

Particulars of Remuneration Name of Directors
Dinesh Kaushal Santosh Varma Sujata Arora Ashok Kumar Agarwal K.G. Gupta Total
1. Independent Director / other 16,000 16,000 20,000 16,000 20,000 88,000
non-executive Directors
- Fee for attending board
meeting - - - - - -
-commission - - - - - -
-others, please specify - - - - - -
Total B 88,000
Total Managerial Remuneration (A)+ (B) 1,59,83,162

C. Remuneration to Key Managerial Personnel other than M/D/Manager /WTD

(In Rs. )

S. Particulars of Remuneration

Key Managerial Personnel

No. CS CS CS Total
Akansha Akash Ankur
Rawat* Rajak* Goyal*
1. Gross Salary 90000 150000 90000 3,30,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961 - - -
(b)Value of perquisites u/s 17(2) Income-tax Act,196
(c) Profit in lieu of salary under section 17(3) Income-tax - - -
2. Stock Option
3. Sweat Equity - - -
4. Commission
-as% of profit - - -
Others, specify…
Others, please specify - - -
Act,1961
Total c 90000 150000 90000 3,30,000
Total Managerial Remuneration (A)+ (B+C) 90000 150000 90000 3,30,000

*Mrs. Akansha Rawat, Company Secretary & Compliance Officer appointed on 01st April 2019 and ceased w.e.f 30/06/2019. *Mr. Akash Rajak, Company Secretary and Compliance Officer appointed on 01/07/2019 and ceased w.e.f. 30/11/2019 *Mr. Ankur Goyal, Company Secretary and Compliance Officer appointed on 01/01/2020.

VII. PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES

Type Selection of Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/NCLT/ COURT) Appeal made if any (give details)
A. Company
Penalty NIL
Punishment
Compounding
B. Directors
Penalty NIL
Punishment
Compounding
C. Other Officers in default
Penalty NIL
Punishment
ON BEHALF OF THE BOARD OF DIRECTORS
FOR CENLUB INDUSTRIES LIMITED
VIJENDRA KUMAR MITTAL VIRENDRA KUMAR GUPTA
MANAGING DIRECTOR WHOTE TIME DIRECTOR
DIN: 00006398 DIN: 00006461
Place : Faridabad
Date : 20th August 2020