Centerac Technologies Ltd Directors Report.

To

The Members,

CENTERAC TECHNOLOGIES LIMITED

Your Directors have pleasure in presenting 26th Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31st March 2019.

1. FINANCIAL RESULTS

Particular For the financial year ended 31st March 2019 For the financial year ended 31st March , 2018
(Amount in Rs. In Lac) (Amount in Rs. In Lac)
Revenue from Operations 5.50 41.89
Other Income 1.55 8.22
Total Income 7.05 50.11
Less: Expenses 12.81 105.45
Less: Depreciation & Amortization Expenses. 0.01 1.91
Profit/ (Loss) before tax (5.77) (57.25)
Tax Expenses
Current Tax NIL 5.79
Deferred Tax (0.44) 1.54
Profit/(Loss) after Tax (5.37) (64.57)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned a total revenue of Rs 5.50 /- lacs as compared to the previous years revenue of Rs.41.89 /- lacs. The Company has incurred a Loss of Rs.5.37/- lacs as compared to the previous years Net Loss of Rs.64.57/- lacs. 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 31st March, 2019.

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 4 Directors. The Board of Directors is duly constituted.

During the year, Six Board Meetings held. The dates of Board Meetings along with attendance of each Director is given below:

Sr. No Date of Board Meeting Name of Director and Attendance details
Mr. ASHWANI KUMAR SINGH Ms. ANUPAMA AHWANI KUMAR SINGH Mr. IYENGAR RAVI Mr. MOHAN JAYAKAR
1. 02/05/2018 Present Present Present Present
2. 23/05/2018 Present Present Present Present
3. 30/05/2018 Present Present Present Present
4. 14/08/2018 Present Present Present Present
5. 14/11/2018 Present Present Present Present
6. 13/02/2019 Present Present Present Present

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.

Separate meetings of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 13th February, 2019.

There has been no change in the composition of the Board during the year under review.

After the financial year there is a change in Board

Mr. Rajarshi Roy (DIN: 01727056) was appointed as Additional Director on 22nd April 2019 and holds office till the ensuing Annual General Meeting.. His approintment as Independednt Director for the term of Five Years is recommended.

Mr. Mohan Jayakar resigned as Director(s) w.e.f. 22nd April 2019 , The Board appreciates the contribution made by them to the business & growth of the Company during their tenure as Director.

Mr. Ashwani Kumar Singh was appointed as CFO of the Company w.e.f. 22nd April 2019.

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 31st March, 2019 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:

The members at the Annual General Meeting (AGM) held on September 30, 2014, approved the appointment of M/s Bansi S. Mehta & Co., (Firm Registration no. 100991W), as Statutory Auditors of the Company for the residual term of Five (5) financial years i.e. upto FY 2018-19.

Pursuant to Companies (Audit and Auditors) Second amendment Rules, 2017 dated 22nd June, 2017 Company is out of the ambit of applicability of rotation of Auditors, considering the same the Board of Directors recommended appointment of M/s. M/s. R B Pandya & Co., Chartered Accountants, Mumbai,(Firm Registration No. 107331W), as Statutory Auditors of the Company for the further term of five (5) financial years i.e. up to 2023-2024.

AUDIT REPORT EXPLANATIONS

There was a qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

The Management is doing the required measures to be in compliance for the remarks mentioned by the auditors.

SECRETARIAL AUDIT

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 2019-20. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure –B.

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/ CODE OF 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.

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. 30th June, 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 UNDER SECTION 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 EXCHANGE EARNINGS 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.

As mentioned in Notes to Accounts

ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure -A

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

c) 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.

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

f) The Company was not required to appoint any Key Managerial Personnel during the year under review.

g) The provisions pertaining to the appointment of Independent Directors do not apply to the Company.

h) The provisions relating to constitution of Nomination and Remuneration Committee and formulation of Nomination and Remuneration Policy are not applicable to the Company.

i) The provisions relating to submission of Secretarial Audit Report are not applicable to the Company.

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

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

l) The provisions relating to constitution of Corporate Social Responsibility Committee are not applicable to the Company. m) The provisions with respect to appointment of Cost Auditor are not applicable to the Company. n) The provisions relating to constitution of Audit Committee are not applicable to the Company. o) The provisions relating to establishment of Vigil Mechanism are not applicable to the Company.

p) The Statutory Auditors of the company have not reported any instances of fraud or irregularities in the management of the Company during financial year under review.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to the BSE where the Companys shares are listed and traded.

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

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 as part of this Annual Report.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to the wholehearted help and co-operation 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.

By order of the Board

For CENTERAC TECHNOLOGIES LIMITED

ASHWANI KUMAR SINGH

CHAIRMAN AND MANAGING DIRECTOR

(DIN: 03388771)

Place : Mumbai

Date : May 30, 2019