centrum capital ltd share price Directors report

Dear Members,

The Directors have pleasure in presenting the 45^th Annual Report and Audited Accounts of the Company for the Financial Year ended March 31, 2023.

1. Financial Highlights

The summarized performance of the Company for the Financial Years 2022-2023 and 2021-2022 is given below:

Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Net revenue from operations	2,090.39	2,808.76	1,28,645.01	67,993.48
Net Gain/(Loss) on Fair value change	-	534.24	1,513.49	-
Add: Other operating income	500.00	367.69	847.40	1,459.71
Total revenue from operations	2,590.39	3,710.68	1,31,005.91	69,453.19
Other Income	3,224.88	2,605.29	5,543.96	1,978.54
Total Income	5,815.27	6,315.97	1,36,549.86	71,431.73
Total Expenditure before finance cost, depreciation & exceptional items and taxes and impairment of financial assets	6,199.62	3,330.05	80,290.54	44,151.29
Profit/(Loss) before finance cost, depreciation, exceptional items and taxes and impairment	(384.35)	2,985.92	56,259.33
27,280.45 of financial assets
Impairment of Financial Assets	105.93	859.59	6,688.64	10,566.81
Profit/(Loss) before finance cost, depreciation, exceptional items and taxes	(490.28)	2,126.33	49,570.69	16,713.63
Less: Finance cost	7,127.40	5,508.30	63,640.09	32,998.70
Profit/(Loss) before depreciation, exceptional items and taxes	(7,617.67)	(3,381.97)	(14,069.40)	(16,285.07)
Less: Depreciation	170.12	185.46	3,795.03	2,146.81
Profit before exceptional items and taxes	(7,787.79)	(3,567.44)	(17,864.43)	(18,431.87)
Add/Less :Net Profit for the year from	-	11.98	-	-
Discontinued Operations
Profit/(Loss) before taxes	(7,787.79)	(3,555.46)	(17,864.43)	(18,431.87)
Less: Provision for current taxation	0.13	92.51	1,566.17	593.22
Less: Provision for Income Tax for earlier Years	(118.93)	(119.10)	(1,104.87)	(42.94)
Less: Provision for deferred taxation and MAT	(431.50)	(137.34)	(31.86)	11.77
Profit/(Loss) after taxes available for appropriation.	(7,237.49)	(3,391.53)	(18,293.87)	(18,993.92)
Total Other Comprehensive Income/(Loss)	0.19	(6.71)	76.92	(447.14)
Add: Share in Profit/(Loss) of Associates	-	-	-	-
Less: Minority Interest	-	-	-	-
Balance to be carried forward	(7,237.30)	(3,398.22)	(18,216.95)	(19,441.05)

2. Financial Performance and State of Company Affairs

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

3. Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 (“the Act”), read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2022-23, have been prepared in compliance with applicable IND AS and on the basis of Audited Financial Statements of the Company, its Subsidiaries and Associate Companies, as approved by the respective Board of Directors. In accordance with the applicable IND AS 110 on Consolidated Financial Statements read with the Listing Regulations, the Consolidated Audited Financial Statements for the year ended March 31, 2023, are provided in the Annual Report.

A statement containing the salient features of the Financial Statements of each of the Subsidiary and Associates in the prescribed Form AOC-1 is annexed as Annexure A to this Annual Report.

The Company shall provide free of cost, the copy of the Financial Statements of its Subsidiaries to the Shareholders upon their request. The statements are also available on the website of the Company www. centrum.co.in.

4. Transfer to Reserves

No amount has been transferred from Profit and Loss Account to Reserves. H 368.09 Lakhs are being transferred from Share Outstanding Option Account to General Reserve. No amount has been transferred from Debenture Redemption Reserve to General Reserve.

5. Dividend

With a view to conserve resources for future operations and growth, the Board has not recommended any dividend for Financial Year 2022-23.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy and details of the same have been uploaded on the Companys website www.centrum.co.in

6. Unclaimed Dividend

Details of Unclaimed Dividend as on March 31, 2023:

Particulars	Amount (J)	Corresponding Shares liable to be transferred to IEPF
Dividend Account 2016-17	1,62,296.05	32,45,921
Interim Dividend Account 2017-18	1,57,321.80	31,46,436
Final Dividend Account 2018-19	1,06,331.30	21,26,626

7. Business Overview & Future Outlook

A detailed business review & outlook of the Company are appended in the Management Discussion and Analysis section of the Annual Report.

8. Merger & Acquisition

Honble National Company Law Tribunal, Mumbai issued order dated April 10, 2023 for merger of Centrum Microcredit Limited, Wholly-owned subsidiary of the Company with Centrum Capital Limited with appointed date as April 01, 2022 (“CML Merger Order”).

9. Share Capital

Pursuant to the CML Merger Order, the Authorised Share Capital of the Company is now H1,65,01,00,000

(Rupees One Hundred Sixty Five Crores and One Lakh Only) divided into 1,65,01,00,000 (One Hundred Sixty Five Crores and One Lakh) Equity Shares of H 1 each. During the Financial Year under review, there was no change in the paid-up Share Capital of the Company.

10. Debentures

During the Financial Year under review, the Company issued 21,232 Unlisted Market Linked Debentures amounting to H21,411.54 Lakhs (including premium) and redeemed 10,426 Listed Market Linked Debentures amounting to H10,426.00 Lakhs.

11. Credit Rating

As on the date of the report there are no outstanding listed MLDs. The last rating was taken by the Company on August 25, 2022 wherein the Companys outstanding Principal Protected Market Linked Debentures (PPMLD) of H 43.14 crores were assigned a rating of BWR PPMLD

BBB / Negative (Reaffirmed and Outlook assigned as Negative and resolved Credit Watch with developing implications) by Brickwork Ratings.

12. Debenture Trustees

Beacon Trusteeship Limited acts as the Debenture Trustee for all Non-convertible Debentures (NCDs) issued by the Company.

13. Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details on the overall industry structure, economic developments, performance and state of affairs of the Companys various businesses, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2022-23. The Management Discussion and Analysis is annexed as Annexure B to this Annual Report.

14. Business Responsibility and Sustainability

Report

The Group is committed to reducing its carbon footprint, implementing sustainable practices, and preserving natural resources. On the Social front, the group is promoting diversity and inclusion, respecting human rights, and engaging with local communities. As part of its Governance approach, the group ensures transparency, accountability, and ethical behaviour throughout the organization.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) is annexed as Annexure C and forms part of the Annual Report.

15. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of the Report.

16. Shifting of Registered Office s

During the year under review the registered office of the Company was shifted from 2^nd floor, Bombay Mutual Building, Dr. D. N. Road, Fort Mumbai - 400001 to Level-9, Centrum House, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East) Mumbai – 400098 within the jurisdiction of the same Registrar of Companies i.e. Mumbai, with effect from December 05, 2022.

17. Corporate Governance Report

At Centrum, we ensure that we evolve and follow corporate governance guidelines not just to boost long-term shareholder value, but also to respect minority interest. We consider it our responsibility to disclose timely and accurate information regarding financial, business performance and governance of the Company.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report. The Corporate Governance Report is annexed as Annexure D to this Annual Report.

18. Listing Fees

The Companys equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company has paid listing fees up to the Financial Year 2023-24.

19. Number of Meetings of the Board and its

Committees

The details of the Meetings of the Board of Directors and its Committees, convened during the Financial Year 2022-23 are given in the Corporate Governance Report, which forms part of this Report.

20. Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required by the Board as a whole and its individual members with the objective of having a Board with a diverse background and rich experience in business. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Policy regarding the same is available on the website of the Company www.centrum.co.in

21. Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees pursuant to the provisions of the Act and the Listing Regulations, as set out in Annexure E, which forms part of this Report.

22. Familiarisation Programme for Independent Directors

In terms of Listing Regulations, the Company is required to familiarize its Independent Directors with their roles, rights and responsibilities in the Company etc., through interactions and various programmes. The Independent Directors are also required to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company in terms of Schedule IV of the Act. The details on the Companys Familiarization Programme for Independent Directors is available on the Companys website www.centrum.co.in

23. Board Evaluation

Pursuant to the provisions of the Act, read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re–enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/Committees was carried out. The criteria applied in the evaluation process is detailed in the Corporate Governance Report, which forms part of this Report. In a separate Meeting of Independent Directors, evaluation of the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman was done after taking into account the views of Executive and Non-Executive Directors.

24. Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that, they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of the Listing Regulations (including any statutory modification(s) or re–enactment(s) for the time being in force).

25. Independent Directors Meeting

A meeting of Independent Directors was held on February 13, 2023, as per Schedule IV of the Act read with Regulation 25(3) of Listing Regulations.

26. Changes in Directors and Key Managerial Personnel

Mr. Jaspal Singh Bindra was re-appointed as Executive Chairman of the Company for a period of 3 years with effect from April 21, 2022 to April 20, 2025 vide Postal Ballot Resolution passed on April 2, 2022.

Mr. Essaji Vahanvati (DIN: 00157299) was appointed as an Independent Director by Members vide Postal Ballot Resolution dated December 20, 2022 for a period of 5 years commencing on October 14, 2022 to October 13, 2027.

Mr. Rajesh Kumar Srivastava (DIN: 00302223), was re-designated as Non-Executive Non-Independent Director from Independent Director of the Company with effect from November 23, 2022.

AspertheprovisionsoftheActandArticlesofAssociation of the Company, Mr. Rishad Byramjee (DIN: 00164123) Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, seeks re-appointment. The Board has recommended his re-appointment.

Information pursuant to Regulation 36(3) of the Listing Regulations with respect to the Director seeking Reappointment is appended to the Notice convening the ensuing Annual General Meeting. The Board recommends his re-appointment.

Due to increased personal commitments, Mr. Rajasekhara Reddy (DIN: 02339668), Non-Executive Independent Director of the Company resigned from the directorship of the Company with effect from September 05, 2022.The Board places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company.

Mr. Balakrishna Kumar was appointed as Company Secretary of the Company w.e.f. April 8, 2022 till May 9, 2022.

Mr. Parthasarathy Iyengar was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. May 10, 2022.

27. Key Managerial Personnel

Mr. Jaspal Singh Bindra is the Executive Chairman of the Company. Mr. Sriram Venkatasubramanian is the Chief Financial Officer. Mr. Parthasarathy Iyengar is the Company Secretary and Compliance Officer of the Company.

28. Disclosure under Section 197(14) of the Act.

The Executive Chairman of the Company has not received any commission from its holding or subsidiary companies. The Executive Chairman received a sum of H 1,00,000/- from Unity Small Finance Bank Limited (“Bank”) as a fee for attending the Board Meetings of the Bank.

29. Directors Responsibility Statement

Pursuant to Section 134 of the Act (including any statutory modification(s) or re–enactment(s) for the time being in force), the Directors of the Company confirm that: (a) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable IND AS and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re–enactment(s) for the time being in force), have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies, 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 March 31, 2023 and of the profit and loss of the Company for the Financial Year ended March 31, 2023; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re–enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern basis; (e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

30. Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managements financial reporting process and ensure accurate and timely disclosures with the highest levels of transparency and integrity and quality of financial reporting.

The Committee met 6 (Six) times during the period under review. The details are given in the Corporate Governance Report that forms part of this Report. As on March 31, 2023, the composition of the Audit Committee was as follows:

Sr. No. Name	Category	Designation in Committee
1 Mr. Subhash Kutte	Independent Director	Chairman
2 Mr. Rishad Byramjee	Non-Executive Director	Member
3 Mr. Narayan Vasudeo Prabhutendulkar	Independent Director	Member

The recommendations of Audit Committee given from time to time were considered and accepted by the Board.

31. Contracts/Arrangement with Related Party

In line with the requirements of the Act, the Company has formulated a policy on Related Party Transactions, which describes the transactions requiring requisite approvals and requirements of appropriate reporting and disclosure of transactions between the Company and its related parties. The said policy has also been uploaded on the Companys website www.centrum.co.in

All Related Party Transactions that are entered into by the Company are placed before the Audit Committee for review and approval, as per requirements of Section 177 read with Section 188 of the Act and Regulation 23 of the Listing Regulations. In accordance with Section 188 of the Companies Act, 2013, all material related party transactions, and transactions not at arms length are disclosed in Form AOC-2 provided in Annexure F to this Report.

32. Internal Financial Control and Adequacy

The Company has put in place adequate policies and procedures to ensure that the system of Internal Financial Control is commensurate with the size and nature of the Companys business.

These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding assets of the Company, prevention and detection of fraud, accuracy and completeness of accounting records and ensuring compliance with Companys policies.

33. Risk Management Policy

The Company has a Risk Management Policy in place, which identifies all material risks faced by the Company.

Due to volatility in the financial markets, the Company is exposed to various risks and uncertainties in the normal course of business. Since volatility can impact operations and financials, the focus on risk management continues to be high.

Centrums risk management strategy has product neutrality, speed of execution, reliability of access and delivery of service at its core. Multiple services and diverse revenue streams, enable the Company to ensure continuity in offering customized solutions to suit client needs at all times.

34. Conservation of Energy, Technology

Absorption and R & D Efforts and Foreign

Exchange Earnings and Outgo

A. Conservation of Energy

The Companys operations call for nominal energy consumption cost and there were no major areas where conservation measures could be applied on. However, the Company is making continuous efforts to conserve energy and optimize energy consumption practicable by economizing the use of power.

B. Technology Absorption and R & D Efforts

The Company utilizes technology that not only adheres to Industry Standards but also seeks to provide a competitive advantage over competition. Accordingly, efforts are made to maintain and develop the quality of products / services to meet the expectations of the market.

C. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial Year under review was H30.54 Lakhs and H49.06 Lakhs respectively as compared to previous Financial Year, in which it was H126.45

Lakhs and H38.64 Lakhs respectively.

35. Subsidiaries, Joint Ventures and Associates

A separate statement containing salient features of the Financial Statements of all Subsidiaries and Associates of the Company forms part of the Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act. There has been no material change in the nature of the business of the Subsidiaries and Associates. Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of Subsidiaries and Associates, are available on the website of the Company www.centrum.co.in The Company does not have any Joint Ventures.

A. During the Financial Year under review, following capital transactions were undertaken: i. The company has not infused any additional capital in the subsidiary or associates. ii. The Company has 16 Subsidiaries (including step-down Subsidiaries and 1 Associate Company as on March 31, 2023. iii. Further, a Report on the financial performance of each subsidiary and associate and salient features of the Financial Statements are provided in the prescribed Form AOC-1, annexed to this Report

B. Material Subsidiaries

During the Financial Year under review, the Company had the following Material Subsidiaries as per the thresholds laid down under the Listing Regulations: Pursuant to Regulation 16(1)(c) of the Listing Regulations following were considered as Material Subsidiaries during Financial Year 2022-23:

1) Centrum Retail Services Limited

2) Centrum Financial Services Limited

3) Centrum Housing Finance Limited

4) Centrum Microcredit Limited

5) Centrum Wealth Limited

6) Unity Small Finance Bank Limited

7) Centrum Broking Limited

Pursuant to Regulation 24 of the Listing Regulations following were considered as Material Subsidiaries during Financial Year 2022-23::

1) Centrum Retail Services Limited

2) Centrum Financial Services Limited

3) Centrum Housing Finance Limited

4) Centrum Wealth Limited

5) Unity Small Finance Bank Limited

The Board of Directors has approved a Policy for determining Material Subsidiaries, which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Companys website www.centrum.co.in.

36. Auditors and Auditors Report

The Members of the Company at the 43^rd Annual General Meeting held on August 26, 2021, appointed M/s. Sharp & Tannan, Chartered Accountants (Firm Registration No.- 109982W) as the Statutory Auditors of the Company for a period of five years, to hold office from the conclusion of the 43^rd Annual General Meeting to the conclusion of the 48^th Annual General Meeting to be held in the year 2026.

The observations made by the Statutory Auditors on the Financial Statements of the Company, in their Report for the Financial Year ended March 31, 2023, read with the Explanatory Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under

Section 134(3)(f) of the Act. There are no qualifications, reservations or adverse remarks made by M/s. Sharp

& Tannan, Statutory Auditors, in their report for the Financial Year ended March 31, 2023.

Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors have not reported any incident of fraud during the year under review.

37. Secretarial Auditors

The Board had appointed Mr. Umesh P Maskeri, Company Secretary in practice, as Secretarial Auditor, to conduct the secretarial audit, for the Financial Year ended March 31, 2023. Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report of the Secretarial Auditor is provided as Annexure G to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

The Company has obtained an Annual Secretarial Compliance Report from Mr. Umesh P Maskeri, Company Secretary in practice and shall submit the same to the Stock Exchanges within the prescribed timelines.

As per the requirements of Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of subsidiaries for FY23.

The Secretarial Audit Reports of the unlisted material subsidiaries viz. Centrum Broking Limited, Centrum Financial Services Limited, Centrum Retail Services Limited and Centrum Wealth Limited have been annexed to this Report.

38. Utilization of proceeds of Preferential Allotment

The Company did not raise any funds through any preferential allotment. However, members are requested to note that, the Company as per its business requirements from time to time raises funds through issuance of privately placed market linked debentures under Section 42 of the Act. The Company has not utilized these funds for purposes other than those stated in the Offer Letter.

39. Particulars of Employees and Remuneration

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company is annexed herewith as Annexure H.

The details of employees remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in separate Annexure to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules made thereunder, the Boards Report is being sent to the members without the aforesaid Annexure. Members interested in obtaining copy of the same may send an email to the Company Secretary and Compliance Officer at secretarial@centrum.co.in None of the employees listed in the said Annexure are related to any Director of the Company.

40. Particulars of Loans, Guarantees and

Investments

Details of loans, guarantees and investments under the provisions of Section 134(3)(g) and 186(4) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023, are set out in Note 43 of the Standalone Financial Statements forming part of this Report.

41. Disclosure as per Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment, the Company has constituted an Internal Complaints Committee in line with the provision of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints during the Financial Year 2022-23.

42. Details as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021

Statement pursuant to Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1) (b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is available on the Companys website www.centrum.co.in.

There were no instances of non-exercising of voting rights in respect to shares purchased directly by the employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

43. Corporate Social Responsibility (CSR)

The Company had no CSR obligation during the year under review.

44. Extract of Annual Return

The Annual Return of the Company as on March 31, 2023, in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, shall be available on the website of the Company at www.centrum.co.in

45. Public Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re–enactment(s) for the time being in force).

46. Significant and Material orders passed by the

Regulators

There are no significant material orders passed by the Regulators or Courts or Tribunals that impact the Companys going concern status and its future operations.

47. Disclosure on compliance with Secretarial

Standards

The Company confirms that the Secretarial Standards issued by the Institute of Company Secretaries of India, were complied with.

48. Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use the mechanism. The Whistle Blower Policy encourages the employees and other parties to report unethical behaviour, malpractices, wrongful conduct, fraud, violation of the Companys policies & values, violation of law by any employee of the Company without any fear of retaliation. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. There were no Whistle Blower Complaints received during the financial year 2022-23. The Whistle Blower Policy has been posted on Companys website i.e. www.centrum.co.in

49. Reporting of Frauds

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud against the Company by its officers or employees as laid down under Section 143(12) of the Act and Rules framed thereunder.

50. Investor Relations

The Company has an effective Investor Relations Program through which continuous interactions with the investment community are done using various communication channels viz. Individual Meetings, One-on-One interactions.

The Company ensures that critical information is made available to all its investors by uploading such information on the Companys website under the Investor Relations section.

The Company also intimates stock exchanges regarding upcoming events like declaration of quarterly & annual earnings with Financial Statements and other such matters having bearing on the share price of the Company.

51. General

The Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions pertaining to these items during the period under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no revision in financial statements.

3. Company has not issued any sweat equity shares.

4. The Company has not declared any dividend for the Financial Year 2015-16. Therefore, there was no unclaimed and unpaid dividend and hence disclosure pursuant to Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, was not required.

5. Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

52. Human Resource and Employee Relationship

There is an ongoing emphasis on building a progressive Human Resources culture within the organization. Structured initiatives that foster motivation, teamwork and result orientation continue to be addressed.

53. Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in the demat suspense account or in the unclaimed suspense account.

54. Web link

All the Policies including the following framed by the Company as per the Companies Act, 2013 and Listing Regulations are uploaded on the Companys website at www.centrum.co.in.

- Nomination and Remuneration Policy

- Remuneration criteria for Non-Executive Directors

- Related Party Transaction Policy

- Familiarisation Programme for Independent Directors

- Policy on determining Material Subsidiaries

55. Cautionary Statement

Statements in the Directors Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed. Important factors that could influence the Companys operations include global and domestic demand and supply conditions, changes in government regulations, tax laws, economic developments within the country and such other factors that may affect the markets/ industry in which the company operates.

56. Acknowledgement:

The Directors wish to convey their gratitude and place on record their appreciation for employees across levels for their hard work, solidarity, cooperation and dedication during the year.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on Behalf of the Board of Directors

For Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman

DIN: 00128320

Place: Mumbai

Date: May 19, 2023