Cenlub Industries Ltd Directors Report.
BOARDS REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2019
To the Members,
Your Directors have pleasure in presenting the 27th(Twenty-Seventh) Annual Report on the business and operations of the Company together with audited financial statements for the Financial statements for the Financial Year ended March 31 2019.
1. financial highlights
The financial performance of the Company for the Financial Year ended March31,2019 as compared to previous year is summarized in the following table:
|In Rs. 3l-Mar-l8|
|Revenue from Operations||4810.47||3773.72|
|Profit Before Depreciation, finance cost and taxes(PBDIT)||941.86||674.12|
|Profit before exceptional items and tax||718.91||475.40|
|Profit before Taxation||718.91||475.40|
|Profit after taxation||494.15||348.23|
|Other Comprehensive Income/(expenses)(net of taxes)||(4.25)||0.50|
|Total Comprehensive Income||489.90||348.72|
|Earnings per Equity share of Rs.10/- Basic||10.60||7.47|
|Earnings per Equity share of Rs.l0/-Diluted(Rs.)||10.60||7.47|
2. FINANCIAL STATEMENT
The financial statement is prepared in terms of provisions of Section 129 of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, the same forms part of this Annual Report. The financial statement has been prepared on the basis of audited financial statements of your Company.
The Board at its meeting held on 30tt,May, 2019 has recommended a Dividend of Rs. 2.50 (i.e. 25%) per equity share on the equity share of Rs. 10/- each for the financial year 2018-19, amounting to Rs.140.53 Lakhs (excluding dividend distribution tax). The dividend payout is subject to the approval of Shareholders at ensuing Annual General Meeting. The dividend will be paid to those members, whose names appear in register of members as on 21st September, 2019.
4. TRANSFER TO RESERVES
The Board decided not to transfer any amount out of the profit for the year to the general reserves.
5. PERFORMANCE OF THE COMPANY
The financial year 2018-19 has been a record year for your Company, with strong revenue and profit growth. In the financial year 2018-19, the revenue of the Company increased by 27.47% and Profit after Tax increased by 41.90% as compared to the last financial year 2017-18 on a standalone basis.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,2013
The company has not provide any loans, give guarantees or made any investments during the Financial Year under review, which falls within the purview of Section 186 of the Companies Act, 2013.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business.
The policy on Related Party Transaction as approved by the Board has been displayed on the Companys website.
Related Party disclosures as per AS-18 have been provided in Note-38 to the financial statement.
8. PUBLIC DEPOSITS
During the Financial Year 2018-2019, the Company has not accepted / renewed any deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.
9. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.
10. RISK MANAGEMENT POLICY
The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to
key business and strategic objectives and lead to the formulation of a mitigation plan. All identified risks are categorized based on a matrix of likelihood of occurrence and impact thereof and a mitigation plan is worked out to the extent possible. Major risks in particular are monitored regularly at meetings of the Executive Risk Committee and the Board of Directors of the Company is kept abreast of such issues.
11. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There are no adverse material changes or commitments occurred after March 31,2019 which affects the financial position of the Company or may require disclosure.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulators/Courts that would impact the Going concern status of the Company and its future operations.
13. STATE OF COMPANY AFFAIRS
Discussion on state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA) MDA for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of this Annual Report.
14. 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 31,2019 none of the Directors of the Company hold instruments convertible into equity shares of the Company.
15. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting) Audit, Transfer and Refund) Rules,2016(IEPF) Rules), the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and shares thereof shall be transferred by the company to the Investors Education and Protection Fund (IEPF)established by the Central Government.
Accordingly, during the year, the company has transferred the unpaid or unclaimed dividend for a period of 7(seven) years from the date they become due for payment along with the shares thereof to IEPF account.The shareholders have an option to claim their shares and/or amount of dividend transferred from IEPF. No claim shall be entertained against the Company for the amounts and shares transferred.
The list of equity shareholders whose shares are transferred to IEPF can accessed on the website of the Company www.cenlub.in
The Company has sent notices to respective shareholders who have not claimed dividend for 7 (seven) consecutive years and whose shares are liable to be transferred to IEPF during the financial year 2019-20. The newspaper advertisement stating the same has also been published in the newspapers. The list of equity shareholders whose shares are liable to be transferred to IEPF can be accessed on the website of the Company at www.cenlub.in
16. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act,2013,an extract of the Annual Return of the company in Form MGT- 9 is appended as Annexure "A" to this Report.
17. DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external consultant(s) including audit of internal financial controls over financial reporting by the statutory auditors, reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013,the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year2018-19 and of the profit of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are
(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of provisions of the Companies Act ,2013 and the Articles of Association of the Company, Mrs.Madhu Mittal (Din:00006418) and Mr. Aman Mittal (Din: 00006435 ),Executive Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
There was no change in the directorship of the Company during the year under review except the following:
1. Mrs. Madhu Mittal has been re-appointed as Executive Director for a period of 3(three) years w.e.f. April 1,2019 subject to the approval of Members.
2. Mr. Ansh Mittal has been re-appointed as Executive Director for a period of 3(three) years w.e.f. May 1,2019 subject to the approval of Members.
3. Mr. V.K. Mittal has been re-appointed as Managing Director for a period of 3(three) years w.e.f. June 1,2019 subject to the approval of Members.
4. Mr.Aman Mittal has been re-appointed as Executive Director for a period of 3(three) years w.e.f. August 1,2019subject to the approval of Members.
5. Mrs. Santosh Verma was appointed as an Additional Director in the capacity of an Independent Director on the Board of the Company with effect from 1st April 2019 and being eligible offers herself to be appointed as Director as well as Independent Director at the ensuing Annual General Meeting for a term of five years.
6. As per the Retirement Policy for Non-Executive Directors of the Company, Mr.Om Prakash Verma(DIN:0149756) has resigned from the Board of the Company , from the closure of working hours on 30.03.2019. The Board places on record its sincere appreciation of the contribution made by Mr. Om Prakash Varma during their tenure with the Company.
7. Mr. Krishna Gopal Gupta was appointed as Non-Executive Independent Directors, for a period of 5 (five) years from November 13.11.2014.Based on the recommendation of the Nomination and Remuneration Committee their re-appointment for a second term of 5(five) years is proposed at the ensuing AGM for the approval of the Members by way special resolution.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act,2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015.
The disclosure pertaining to Directors being appointed/re-appointed as required pursuant to Regulation 36 of the SEBI Listing Regulations given in the explanatory statement to the Notice convening the 27th Annual General Meeting of the Company for reference of the Shareholders.
19. NUMBER OF BOARD MEETINGS
The Board met Nine (9) times during the Financial Year ended 31st March 2019. For further details, please refer to Report on Corporate Governance enclosed to this report.
20. BOARD EVALUTION
The Board of Directors has carried out an annual evaluation of its own performance, the performance of different committees and the performance of independent directors of the company pursuant to the provisions of Companies Act 2013, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on May 24, 2017. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as, the board composition and structure effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as, the composition of committees, effectiveness of committee meetings etc. In a separate meeting of independent directors, the performance of non-independent directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.
21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized through variousprogrammes on a continuing basis including the following:
(a) nature of the industry in which Company operates;
(b) business model of the Company;
(c) roles, rights, responsibilities of Independent Directors etc.,
The familiarization programme along with terms and conditions of appointment of Independent Directors isdisclosed on the Companys website www.cenlub.in
22. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 (12) of theAct read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure B.
23. NOMINATION AND REMUNERATION POLICY
The Board, on the recommendation of the Nomination &Remuneration Committee, has framed a policy for selectionand appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors andthe Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of theManagerial Remuneration Policy are provided in the Corporate Governance Report.
The Nomination & Remuneration Policy of the Company canbe accessed athttp://www.cenlub.in/investorrelations/policies-codes/
24. CORPORATE GOVERNANCE
As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called "the Listing Regulations"), a separate report on Corporate Governance is enclosed as a part of this Annual Report, duly certified by M/s Jain Viney& Associates, Practicing Company Secretaries, confirming the compliance of the conditions of Corporate Governance.
25. SUBSIDIARY COMPANIES
The company does not have any subsidiary, Joint Venture or Associate Company
26. AUDIT COMMITTEE
The Audit Committee comprised of Mr. Dinesh Kaushal (Chairman), Mr. Ashok Kumar Agarwal (Member) and Mrs. Sujata Arora (Member)
All the recommendations made by the Audit Committee during the Financial Year under review were accepted by the Board.
The Audit Committee met 6 (six ) times during the year. Details of the meeting held are mentioned the Report on Corporate Governance attached to this report.
27 . NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is comprised of Mr. Krishan Gopal Gupta (Chairman), Mr. Ashok Kumar Agarwal (Member) and Mrs. Sujata Arora (Member)
The Nomination and Remuneration Committee met one time during the financial year i.eon 28** March 2019.
28. STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee is comprised of Mr. Ashok Kumar Agarwal (Chairman),Mrs.Madhu Mittal (Member) and Mrs. Sujata Arora (Member)
The Stakeholder Relationship Committee (SRC) met 4 (Four ) times during the year
The detailed terms of reference and other information about the Committee has been provided in the Corporate Governance 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 thereunder, 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 2018-19 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 Secretaries, (Membership No.: 35621), as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2018-2019.
The Report on Secretarial Audit for the financial year 2018-2019, in Form MR-3, as Annexure C 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 31st March 2018, 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 replaced 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. 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.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision of Corporate Social Responsibility doesnot applicable to the Company.
31. OBLIGATION OF COMPANY UNDER THE SEXUL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND 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 tosexual 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 aCommittee 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 theFinancial Year under review|
The Prevention of Sexual Harassment Policy of the Company can be accessed at http://www.cenlub.in/investorrelations/policies- codes/
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the requirements of the Companies Act, 2013and Regulation 22 of Listing Regulations, the Companyhas a vigil mechanism to deal with instance of fraud andmismanagement, if any. The details of the vigil mechanismare displayed on the website of the Company http://www.cenlub.in. During the year 2018-2019, the policy has been amended in view ofthe changes in listing regulations to cover instances relatingto insider trading i.e. reporting instances of leak of UPSI orsuspected leak of UPSI by employees and taking appropriateactions on such reporting. The Audit Committee reviews thefunctioning of the vigil / whistle blower mechanism from timeto time. There were no allegations / disclosures / concernsreceived during the year under review in terms of the vigilmechanism established by the Company.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNING AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3) (m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules,2014 is provided in Annexure Dto this Report.
34. GREEN INITIATIVE:
In an effort to make the Earth a better place to live, the green movement has been sweeping all over the globe. Not only the individuals but companies and government are also taking different steps to protect the environment. The Companies Act, 2013 & SEBI Regulations is a step forward in promoting"Green Initiative" by providing for service of documents bya Company to its Members through electronic mode. The move of the regulators allows public at large to contribute to the green movement. To support this green initiative of the Government in full measure, and in order to save the natural resources, Members who has not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
36. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
37. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013
The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
38. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013
The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
39. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013
During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.
Your Company takes pride in all of its highly motivated officers, employees and workers, who have been wholeheartedly supporting and sincerely contributing their best for the sustained success and growth of your Company as well as maintaining harmonious relations throughout the Company. We also placed on records the guidance and support we received from our Auditors- Statutory auditors, internal auditors, secretarial auditors, and other professionals, which enables us to comply with the all the applicable provisions of law, as applicable to us and enable us to follow the true spirit of corporate governance, in both letter and spirit besides enhancing shareholder value.
Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non-government authorities, customers, vendors, stock exchange and members during the period under review.
|Place :Faridabad||ON BEHALF OF THE BOARD OF DIRECTORS|
|Date :14thAugust 2019||FOR CENLUB INDUSTRIES LIMITED|
|VIJENDRA KUMAR MITTAL||VIRENDRA KUMAR GUPTA|
|MANAGING DIRECTOR||WHOLE TIME DIRECTOR|