centerac technologies ltd Directors report

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned any revenue from operations revenue of Rs 132.66 lakhs as compared to no earnings from operations in previous year. The Company has incurred a loss of Rs 1.54 lakhs as compared to the previous years Loss of 20.52 lakhs. Your Directors are continuously looking for avenues for future growth of the company.

DIVIDEND

In view of losses incurred by the Company during financial year, the Board does not recommend any dividend for the financial year ended 31^stMarch, 2023.

DEPOSITS

During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an adequate internal financial control system commensurate with the size of its business operations.

BOARD OF DIRECTORS AND THEIR MEETINGS

The Board at present consists of 5 Directors. The Board of Directors is duly constituted.

During the year, Seven (7) Board Meetings were held. The dates of Board Meetings along with attendance of each Director are given below:

Details of all the Committee along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the companies was within the period prescribed under the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate meetings of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 14^th February, 2023.

DIRECTORS

During the year, Mrs. Anupama Ashwani Kumar Singh, Non-Executive Woman Director resigned on 4^th October, 2022. Mr. Sabeen Mohamed Iqbal, appointed as Executive Director on 4^th October, 2022 subject to approval of the 30^th Annual General Meeting (AGM) of the Company. Ms. Sweta Sarraf was appointed as the Executive Woman Director on 14^th February, 2023. Further, she resigned from the post of Executive Director Woman Director on 14^th March, 2023.

Ms. Mamta Sharma appointed as an Independent Non-Executive, Woman Director on 14^th March, 2023, subject to approval of the 30^th Annual General Meeting (AGM) of the Company.

Subsidiary Companies

The Company does not have any subsidiary.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. 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 as at 31^stMarch, 2023 and of its profit and loss for the year ended on that date;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in 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;

d. The directors had prepared the annual accounts on a going concern basis; and

e. 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.

STATUTORY AUDITORS:

At the AGM held 28^th September, 2019, M/s. R. B. Pandya & Co., Chartered Accountants, Mumbai, (Firm Registration No. 107331W), was appointed as Statutory Auditors of the Company for the further term of five (5) financial years i.e. up to 2023-2024. There are no qualifications, reservations or adverse remarks made by the statutory auditors in their audit reports on the financial statements for the year ended 31^st March, 2023.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12 )OF THE COMPANIES ACT, 2013

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

SECRETARIALAUDIT

The provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-2023.The Secretarial Audit Report (MR-3) is annexed herewith as Annexure A.

There are no qualifications, reservations or adverse remarks made by the secretarial auditors in their audit reports on the financial statements for the year ended 31^stMarch, 2023.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

POLICY FORMULATED BY NOMINATION AND REMUNERATION COMMITTEE/ CODEOF CONDUCT / INSIDER TRADING

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

The Company has adopted the Code of Conduct as required and posted on Companys web site. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013, during the year under review and hence, the said provisions are not applicable.

PREFERENTIAL ALLOTMENT (OPTIONALLY CONVERTIBLE DEBENTURES):

The Company at its Board Meeting held on 7^th April, 2022 allotted 5,00,000 (Five Lakhs) 5% Optionally Convertible Debentures (OCDs) of 10/- each for which approval of Shareholders was taken on 24^th March, 2022 at the Extra-Ordinary General Meeting of the company.

PARTICULARS OF EMPLOYEES:

Details pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended w.e.f. 30^thJune, 2016, are not provided since there is no employee drawing remuneration more than Rs. 1,02,00,000/- per annum, when employed throughout the year or Rs. 8,50,000/- per month, when employed for a part of the year.

RISK MANAGEMENT POLICY

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES UNDERSECTION 67(3) OF COMPANIES ACT, 2013

No employee is holding any shares in the Company and hence, the disclosure required under Section 67(3)(c) of the Companies Act, 2013, read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by them is not given. Further, the Company, during the financial year, did not advance any money to any person for subscribing shares of the Company.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has not availed any loans from its Directors or from their relatives during the financial year. Hence, the details required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, are not given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

Conservation of Energy: The Company is not utilizing power for any of the activities of the Company except power used for office purposes. Hence, no energy conservation measures are required.

Technology Absorption: The Company has not taken any technical know-how from anyone and hence, there is no question of technology absorption as such necessary information has not been given.

Foreign Exchange Earnings and Outgo: The Company has neither imported nor exported any goods or services during the year and hence there is no impact on foreign exchange earnings or outgo.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was contract or arrangement made with related parties as defined under Section 2(76) read with Section 188 of the Companies Act, 2013 during the year under review. The transactions with related party entered as mentionedinNotestoAccounts.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the Companys website.

COST RECORDS

The Central Government has not prescribed maintenance of cost records under the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ‘Rules) in respect of maintenance and audit of cost records are not applicable to your Company.

RELATED PARTY TRANSACTIONS

All the related party transactions which were entered by the Company during the financial year were done on arms length basis and were in the ordinary course of business of the Company. Also there are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel, Promoter or any other designated persons which may conflict with the interest of the Company at large.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Companys website atwww.centerac.in

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2023 shall be available on the Companys website at www.centerac.in

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure B” and form part of this Report.

INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT WITH BANKS:

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review. b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

e) There was no change in the nature of business during the year under review.

f) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197(14) is not required.

g) The Company has not received any complaints under Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

h) No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

i) The provisions relating to constitution of Corporate Social Responsibility Committee are not applicable to the Company.

j) The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided and forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to maintain the highest standards of corporate practices, a separate section on Corporate Governance is provided and forming a part of this Annual Report.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to the whole hearted help and cooperation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. The relations between the management and the staff were cordial during the year under review. The Company also wishes to put on record the appreciation of the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.

Annexure - A

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members,

CENTERAC TECHNOLOGIES LIMITED

307, Regent Chambers, Nariman Point Mumbai Mumbai City MH 400021 IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. CENTERAC TECHNOLOGIES LIMITED (hereinafter called the company) CIN: L17231MH1993PLC071975. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the M/s. CENTERAC TECHNOLOGIES LIMITEDs books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) ;

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Other laws as per the representation made by the Company are as follows; Income Tax Act, 1961 and Indirect Tax Laws I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and general meetings are generally complied. (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, laws and regulations to the Company.

I further report that:

The Board of Directors of the Company is duly constituted.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period there were no instance of : (i) Public/Right/Preference issue of shares / debentures / sweat equity, etc. (ii) Redemption / buy-back of securities (iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013 (iv) Merger / amalgamation / reconstruction, etc. (v) Foreign technical collaborations.

During the year under review, following events took place:

Further, my report of even dated to be read along with the following clarifications:

ANNEXURE ‘B TO BOARDS REPORT

DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION 197(12) READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule (5) (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

By order of the Board For CENTERAC TECHNOLOGIES LIMITED

SD/- ASHWANI KUMAR SINGH

Place : Mumbai CHAIRMAN & MANAGING DIRECTOR Date : 14/08/2023 (DIN: 03388771)