TO,
THE MEMBERS
CENTRON INDUSTRIAL ALLIANCE LIMITED
Your directors present their Sixty Nine Annual Report together with the Audited
financial Statement of your company for the year ended on 31st March, 2021.
1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK
1.1FINANCIAL RESULTS AND STATE OF COMPANYS AFFAIRS AND CHANGE IN THE NATURE OF
BUSINESS:
The Boards Report is prepared based on the financial statements of the company for the
year ended March 31st, 2022 is is Summarized below:
(Rs. in Lacs)
| Particulars |
Year ended 31st March 2022 |
Year ended 31st March 2021 |
| Revenue from operation |
1277.65 |
3363.74 |
| Pro t/(Loss) before providing Depreciation and Interest |
19.82 |
12.09 |
| Less: Depreciation |
|
|
| Interest |
|
|
| Pro t/(Loss) Before Exceptional & Extraordinary Items |
19.82 |
12.09 |
| Less: Exceptional Items- |
|
|
| Pro t/(Loss) Before Taxation |
19.82 |
12.09 |
| Less: Provision for Current Taxation |
3.10 |
1.89 |
| Deferred Tax Liability |
|
|
| Adjustment of tax relating to earlier periods |
- |
2.61 |
| Pro t /Loss after Taxation |
16.72 |
7.59 |
1.2WORKING PERFORMANCE REVIEW:
Looking into the market scenario during the year under review, the performance of your
Company has been satisfactory. The gross Revenue during the financial year 2021-22 from
operations has decreased from Rs.3292.41 lacs to Rs.1277.65 lacs as compared to the
previous year. The profit after tax for the current year has Increased as comparison to
the previous year. Directors of the Company are of the view that the performance of the
company would further improve in the next financial year.
1.3CHANGES IN NATURE OF BUSINESS
During the year there was no change in business activity of the Company.
1.4SHARE CAPITAL:
During the Financial Year 2021-22 there was no change in capital structure of the
Company. The paid up equity capital as on March 31st, 2022 is Rs.9,96,00,000/-During the
year under review, the Company has not issued shares with differential voting rights nor
has granted any stock option or sweat equity shares.
1.5REVISION IN FINANCIAL STATEMENTS
In terms of Section 131 of the Companies Act, 2013, the Financial Statements and
Boards Report are incompliance with the provisions of section 129 or section 134 of the
act and there was no case of revision in financial statement during the year.
2 RESERVES:
Out of the profits available for appropriation, no amount has been transferred to any
reserves during the year under review.
3 DIVIDEND:
In view to conserve the resources of the company and due to requirement of the long
term financial resources your directors proposes to utilize the profits generated during
the year in the business activities and do not recommend any dividend for the year 2020-21
4 DEPOSITS:
During the year under review, your Company did not accept any deposits within the
meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
5 MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There are no material changes and commitments affecting financial position of the
company which have occurred between the end of the financial year of the company to which
financial statements relate and date of the report.
6 SUBSIDIARY, ASSOCIATE COMPANIES OR JOINT VENTURE
The Company does not have any Subsidiary Company or Associate Company or any Joint
Venture or Holding Company.
7 EXTRACT OF THE ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act 2013, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 the extracts of the Annual Return as at March 31st, 2022 forms part of this
report as Annexure I.
8 BOARD AND COMMITTEE MEETINGS:
During the year under review the Board meets 4(Four) times viz. June 30th, 2021;
August 10th, 2021; November 15th, 2021; and February 14th, 2022. The details of
meetings of the Board and the attendance of Directors are provided in the Corporate
Governance Report.
9 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on
representation received from the operating management and after due enquiry, con rm in
respect of the audited financial accounts for the year ended March 31st, 2022:
a) That in preparation of the annual accounts, the applicable accounting standards had
been followed and that there were no material departures;
b) That the Directors had, in consultation with the Statutory Auditors, 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 for the year ended March 31st, 2022 and the profit and loss Account of the
Company for that period;
c) That the directors have 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) That the Directors had prepared the annual accounts on a going concern basis;
e) That the directors have laid down internal financial controls to be followed by the
company and such internal financial controls are adequate and were operating effectively;
and
f) That the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
10 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Key Managerial Personnel
During the year there is no change in Key Managerial Personnel of the Company.
All the intimations pertaining to the appointments and resignations made during the
year has been given to Stock Exchange (s) where the shares of the Company are listed and
also the relevant records are duly updated with the Registrar of Companies, wherever
required
Disquali cations of Directors
During the year declarations received from the Directors of the Company pursuant to
Section 164 of the Companies Act, 2013. The Board appraised the same and found that none
of the director is disqualified for holding office as director.
11 INDEPENDENT DIRECTORS:
11.1 Declaration by Independent Directors
All Independent Directors of your Company have given a declaration pursuant to
Section149(7) of the Companies Act, 2013 af rming compliance to the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Based on
the declaration(s) of Independent Directors, the Board of Directors recorded its opinion
that all Independent Directors are independent of the Management and have fulfilled the
conditions as specified in the Companies Act, 2013 and the Rules made there under.
11.2 Meetings of Independent Directors
During the year under review, a separate meeting of Independent Directors was held on
10thFebruary, 2021, interalia, to discuss:
• Evaluation of the performance of Non-Independent Directors and Board of
Directors as a whole.
• Evaluation of the performance of the Chairman of the Company, taking into
account the views of the Executive Directors and non-executive directors.
• Evaluation of the quality, content and timelines of flow of information between
the management and the Board of Directors that is necessary for the Board of Directors to
effectively and necessarily perform its duties.
All the Independent Directors were present at the said Meeting.
11.3 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The objective of a familiarization programme is to ensure that the non-executive
directors are updated on the business environment and overall operations of the Company.
This enables the non-executive directors to make better informed decisions in the interest
of the Company and its stakeholders.
In compliance with the requirements of SEBI Regulations, the Company has put in place a
familiarization programme for the Independent Directors to familiarize them with their
role, rights and responsibility as Directors, the working of the Company, nature of the
industry in which the Company operates, business model etc.
With a view to familiarize the independent directors with the Companys operations, as
required under regulation 25(7) of the SEBI Listing Regulations, 2015. The details of such
familiarization programmes for Independent Directors are posted on the website of the
Company and can be accessed at http:// www.centroalliance.in/
12 COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, and other applicable Acts
the Board has the following 3 (Three)Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", a part of
this Annual Report.
13 DISCLOSURE IN TERMS OF NOMINATION AND REMUNERATION POLICY:
The Board on the recommendation of the Nomination and Remuneration Committee has
approved and adopted a Remuneration Policy for selection and appointment of Directors,
Senior Management personnel and their remuneration. The Remuneration Policy of the Company
forms part of this report as Annexure II.
14 AUDITORS:
14.1 Statutory Auditors:
The Companys Auditors, S.N. Kabra & Company, Chartered Accountants, who were
appointed for a term of Four years at the Annual General Meeting held on 29th September,
2020 are eligible for rati cation of their appointment. They have con rmed their
eligibility under Section 141(3) (g) of the Companies Act, 2013. Your Board is pleased to
inform that there is no such observation made by the Auditors in their report which needs
any explanation by the Board.
14.2 Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Anuj P. Surana & Company, a rm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
financial year ended March 31, 2022 is annexed herewith marked as Annexure III to this
Report. The Secretarial Audit Report does not contain any quali cation, reservation or
adverse remark.
14.3 Cost Record and Cost Audit
Your company does not fall within the provisions of Section 148 of Companys Act, 2013
read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records
required to be maintained.
15 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not provided any loan to entity covered under Section 186 of the
Companies Act, 2013.The details of the investments made by company are given in the Note
No. 8to the financial statements.
16 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules
made there under, there were no related party transactions during the year under review.
Hence, information in Form AOC-2, is not required.
17 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Since the Company has not carried out any activities within the purview of Section
134(3)(m) of the Companies Act, 2013 read with the Companies(Accounts) Rules, 2014, the
information may be treated as NIL.
18 BUSINESS RISK MANAGEMENT:
The Company recognizes that risk is an integral and unavoidable component of business
and is committed to managing the risk in a proactive and efficient manner. The Company as
part of business strategy has in place a mechanism to identify, assess, monitor risks and
mitigate various risks with timely action.
19 CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company does not meet the requirements of Section 135 of Companies Act, 2013 for
establishing Corporate Social responsibility (CSR) committee; therefore no such committee
was established by the Board.
20 FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of section 134 of Companies Act 2013 and Regulation 25(4)(a)
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of
Directors has carried out an annual performance evaluation of its own performance, the
Directors individually including Independent Directors. The manner in which the evaluation
has been carried out is explained in the Corporate Governance report.
21 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant or material orders passed by the Regulators / Courts which
would impact the future operations going concern status of the Company.
22 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper internal control system, which provides adequate safeguards
and effective monitoring of the transactions and ensures that all assets are safeguarded
and protected against loss from unauthorized use or disposition.
Moreover, the audit committee of the Company regularly reviews the audit plans,
adequacy of internal control as well as compliance of accounting standards.
Also the Whole Time Director has the responsibility for establishing and maintaining
internal controls for financial reporting and that they also have the overall
responsibility to evaluate the effectiveness of internal control systems of the Company
pertaining to financial reporting and they have to disclose to the auditors and the Audit
Committee, deficiencies in the design or operation of such internal controls, if any, of
which they are aware and the steps they have taken or propose to take to rectify the de
ciencies.
23 DISCLOSURE IN TERMS OF VIGIL MECHANISM:
The Company believes in the conduct of its affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The Company is committed to develop a culture in which every employee feels free to raise
concerns about any poor or unacceptable practice and misconduct. In order to maintain the
standards Company has adopted Whistle Blower Policy to provide a framework to promote
responsible and secure whistle blowing. The Board of Directors of your Company has adopted
the Vigil Mechanism and Whistle Blower Policy incompliance of Companies Act, 2013.
24 COMMISSION RECEIVED BY DIRECTORS FROM HOLDING AND SUBSIDIARY:
The Company does not have any holding/ subsidiary company. Hence provisions of section
197 (14) of Companies Act, 2013 are not applicable to the Company.
25 DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The prescribed particulars of employees required under section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended is enclosed as Annexure IV and forms the part of this
Board Report.
26 PARTICULARS OF EMPLOYEES
During the year, there was no employee drawing remuneration in excess of Rs.
1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. if employee of the part of the year Accordingly,
information required to be given pursuant to provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, The company have only 11 employee.
27 EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The company has not issued any shares with differential voting rights and accordingly
the provisions of Section43 read with Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 of the Companies Act,2013 and rules framed there under are not
applicable for the year.
28 DETAILS OF SWEAT EQUITY SHARES:
The Company has not issued sweat equity shares pursuant to provisions of Section 54
read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the
Financial Year.
29 DETAILS OF EMPLOYEES STOCK OPTION SCHEME:
The Company has not issued shares under employees stock options scheme pursuant to
provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture)
Rules, 2014.
30 DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED:
The Company has not made any provision of money for the purchase of, or subscription
for, shares in the Company or its holding Company, if the purchase of, or the subscription
for, the shares by trustees is for the shares to be held by or for the benefit of the
employees of the Company and accordingly the provisions of Chapter IV (Share Capital and
Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for
the year.
31 CORPORATE GOVERNANCE REPORT
Your Company and its Board has been complying with Corporate Governance practices as
set out in a separate report in pursuance of requirement of Para C of Schedule V SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
32 MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management Discussion and Analysis statement in pursuance of requirement of Para B of
Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
forming part of this Annual Report.
33 DEPOSITORY SYSTEM
Your Companys shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)
and Central Depository Service (India) Limited (CDSL). In view of the numerous advantages
offered by the Depository System, members are requested to avail the facility of
Dematerialization of the Companys shares on either of the Depositories mentioned as
aforesaid.
34 ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances environmental regulations and preservation of
natural resources.
35 DEMAT STATUS:
The companys shares are presently held in both electronic and physical modes.
36 REASON OF SUSPENSION OF TRADING OF THE SECURITIES OF THE COMPANY\
The BSE has suspended our company due to surveillance measure for which no explanation
is being given by the BSE and general circular has been issued by BSE on 25th August, 2015
to the Company.
37 TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF):
As per the provisions of section 125 of the Companies Act, 2013 and as per rule 3 of
the Investor Education and Protection Fund (awareness and protection of investors) Rules,
2001, No amount is pending to be transferred to IEPF.
38 ACKNOWLEDGEMENTS:
The Board of Directors of Directors wish to place on record their appreciation of the
extended co-operation and assistance rendered to the company and acknowledge with
gratitude the continued support and cooperation extended by the stakeholders, investors,
employees, workers and bank of the company which had always been a source of strength for
the Company.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF |
|
CENTRON INDUSTRIAL ALLIANCE LIMITED |
|
sd/- |
sd/- |
|
(Anand Pratap Singh) |
(Ravindra Hetawal) |
| Dated: 13/08/2022 |
Whole Time Director |
Director |
| Place: Indore |
DIN 06711543 |
DIN 07262677 |
+91-9892691696
