Century Extrusions Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 32nd (Thirty-Second) Annual Report on the business and operations of Century Extrusions Limited and the Audited Accounts, for the financial year ended 31st March 2020.

OVERVIEW OF COMPANYS FINANCIAL AND OPERATIONAL PERFORMANCE

The Company reported a sales turnover in the financial year 2019-20 of Rs.23,056 lacs as against Rs. 25,513 lacs in the previous financial year, recording decrease of about 9.63%. in the sales turnover of the Company.

The Profit after Tax (PAT) for the financial year 2019-20 is Rs.370 lacs as against profit of Rs. 403 lacs reflecting of about 8.19% decrease in the financial performance of the Company.

The Decrease in turnover as well as consequently, decline in Profit after Tax (PAT) in comparison to the previous financial year to this financial year in the backdrop of the continued global recession in the automobile industry further aggravated by the COVID-19 pandemic.

(Rs. in Lacs, except per share data)

Particulars Year ended 31.03.2020 Year ended 31.03.2019
Revenue from operation (Gross) and other Income 23,210 25,623
Profit/(Loss) before Exceptional Items and Tax 538 569
Exceptional Items Nil 4
Profit/(Loss) before Tax 538 565
Tax Expenses 168 162
Profit After Tax 370 403
Other Comprehensive Income/(Loss) for the year (11) 5
Total Income for the year 359 408

The financial statements for the year ended 31st March 2020 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

DIVIDEND AND RESERVE

In view of meeting the capital requirement, and for growth of the Company, the Company is retaining its earnings in the business. Therefore, no dividend is being recommended by the Board of Directors of the Company.

Further, there is no statutory obligation on the Company to transfer a certain portion of its distributable profits for the year to General Reserve, the entire profits is proposed to be re-invested back into the company for growth purposes.

COVID 19

In view of the lockdown across the country due to the COVID-19 pandemic, the manufacturing operations of the Company had been suspended temporarily in compliance with the directives/orders issued by the relevant authorities. The Company has made detailed assessments of the recoverability and carrying values of its assets comprising property, plant and equipment, inventories, receivables and other current assets as at the balance sheet date and on the basis of evaluation, has concluded that no material adjustments are required in the standalone financial results.

The Company is taking all the necessary steps and precautionary measures to ensure smooth functioning of its operations and to ensure the safety and well-being of all its employees. Given the criticalities associated with nature, condition and duration of COVID-19, the impact assessment on the Companys financial statements will be continuously made and provided for as required. Subsequent to year end, Companys plants have resumed operations as per government guidelines and directives prescribed. MANUFACTURING

Production of Aluminum Extrusions products during the financial year 2019-20 decline to 12014 MT as compared to 12350 MT in the previous financial year 2018-19, Production reduction has been observed due to lockdown imposed by the Government because of the COVID-19 pandemic.

SHARE CAPITAL

Your Companys has not issued and allotted any shares during the financial year 2019-20. As on 31st March, 2020, the Authorised share capital of your Company stood at Rs. 12,00,00,000/- (Rupees Twelve Crores Only), comprising of 12,00,00,000 (Twelve Crores) number of Equity shares of Rs.1/- each fully paid up. However the issued, subscribed and paid up share capital of your

Company stood at Rs. 8,00,00,000/- (Rupees Eight Crores Only) comprising of 8,00,00,000 (Eight Crores) number of Equity shares of Rs.1/- each fully paid up.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company is given in (Annexure-1), which is annexed hereto and forms a part of the Boards Report.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Through the year, your Company is recognized in the Aluminum Industry for the wealth of its human capital which is asset of the Company. Human resource management at the Company goes beyond the set of boundaries of compensation, performance reviews and development. The Company is focused on building a high performance culture with a growth mindset where employee are engaged and empowered to excel.

We are well focused to maintain positive workplace environment, which provides long lasting and fruitful career to our employee. Your Company believes that targets can only be reached with efforts from all its employees called Century team. Your Company recognizes that job satisfaction requires congenial work environment that promotes motivation among employees and therefore results in enhanced productivity, and innovation and also provide avenues for employee training and development to identify their potential and develop their careers in the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and bound to the Corporate Governance principles set out by the SEBI. The report on Corporate Governance for financial year ended March 31, 2020 as prescribed under Regulation 34 (3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report. A Certificate from the Companys Auditor Confirming compliance of the Corporate Governance is annexed to the Corporate Governance Report which is a part of Annual Report as Annexure-2.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board met four times i.e. on 22.05.2019, 12.08.2019, 12.11.2019 and 12.02.2020 during the financial year 2019-20. However, the details are also given in the Corporate Governance report that forms a part of the annual report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Under the Chairmanship of Shri Vikram Jhunjhunwala, the Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. Presently, the Board consist of six board members which include Non-Executive-Independent Director, Non-Executive-NonIndependent Director and Woman Director. The Number of Non-Executive Directors is more than fifty percent of total number of directors.

During the year, there was one changes occurred in composition of Board of Directors of the Company, vide appointment of Shri. Rajib Mazumdar as a Non-Executive Director w.e.f. 12.08.2019.

During the year, there was no change in the Key Managerial Personnel of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company being a listed Company, Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate governance practices. Emphasis is given to persons from diverse fields or professions.

The guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that:

? Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is commensurate with the industry standards in which it is operating taking into account the performance leverage and factors so as to attract and retain talent.

? For Directors, it is based on the Shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars, guidelines issued by the Central Government and other authorities from time to time.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received the necessary declaration from each independent director in accordance with the section 149 (7) of the Companies Act 2013 that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board have taken on record these declarations after undertaking the due assessment of the veracity of the same.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES Disclosure pertaining to remuneration and other details as 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 is marked as Annexure-3, which is annexed hereto and forms a part of the Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation if any relating to material departures;

ii. that the selected accounting policies were applied consistently and the directors 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, 2020 and of the profit or loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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;

iv. That the annual accounts have been prepared on a going concern basis.

v. The company has in place an established internal financial control system and the said systems are adequate and operating effectively. Steps are also being taken to further improve the same.

vi. The company has in place a system to ensure compliance with the provisions of all applicable laws and the system is adequate. Steps are also being taken to further improve the legal compliance monitoring.

COMMITTEES OF THE BOARD

Currently, the Board has four committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

AUDIT COMMITTEE

The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for the FY 2019-20 forming part of this Annual Report. There has been no instance where Board has not accepted the recommendations of the Audit Committee during the year under review. NOMINATION AND REMUNERATION COMMITTEE

The constitution of the Nomination and Remuneration Committee, Terms of Reference and the dates on which meetings of the Nomination and Remuneration Committee were held are mentioned in the Corporate Governance Report for the FY 2019-20 forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The constitution of the Stakeholders Relationship Committee, Terms of Reference and the dates on which meetings of the Stakeholders Relationship Committee were held are mentioned in the Corporate Governance Report for the FY 2019-20 forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Companys commitment to create significant and sustainable societal value is manifest in its Corporate Social Responsibility (CSR) initiatives and its sustainability priorities are deeply intertwined with its business imperatives. In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in Annexure-4, which is annexed hereto and forms a part of the Boards Report.

The Company has undertaken the CSR initiatives in the fields of promoting education, Eradicating hunger, and malnutrition and community development thereby helping in the upliftment of the underprivileged and disadvantaged sections of the society.

All the CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The detail of the CSR Policy is also posted on the Companys website and may be accessed at the link: https://www . centuryextrusions.com/pdf/18032020/CSR_Policy-CEL.pdf

The Company continues to do its best to support its communities during the current situation.

INTERNAL CONTROL SYSTEM

The Company has a strong and pervasive internal control system to ensure well-organized use of the Companys resources, their security against any unauthorized use, accuracy in financial reporting and due compliance of the Companys policies and procedures as well as the Statutes. Internal Audit reports are regularly placed before the Audit Committee and Management analysis of the same is done to ensure checks and controls to align with the expected growth in operations. The Internal audit is carried out by an independent firm of Chartered Accountants on regular basis and remedial actions are taken when any shortcomings are identified.

The Audit committee reviews the competence of the internal control system and provides its guidance for constant upgrading in the system.

RISK MANAGEMENT

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Management of risk remains an integral part of your Companys operations and it enables your Company to maintain high standards of asset quality at time. The objective of risk management is to balance the tradeoff between risk and return and ensure optimal risk-adjusted return on capital. It entails independent identification, measurement and management of risks across the businesses of your Company. Risk is managed through a framework of policies and principles approved by the Board of Directors supported by an independent risk function which ensures that your Company operates within a pre-defined risk appetite. The risk management function strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the embedded risks.

RELATED PARTY TRANSACTIONS

Details of transaction with related parties in Form AOC-2 are given in Annexure-5. The Company has entered into the related party transaction as per section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. The details of transactions with related parties as per AS-18 are disclosed in notes to accounts.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Act and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy / Vigil Mechanism for Directors, employees and stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle -Blower Policy to report instances of leak of unpublished price sensitive information.

The Vigil Mechanism provides for adequate safeguards against victimization of Directors or Employees or any other person who avail the mechanism and also provide direct access to the Chairperson of the Audit Committee. The details of the Vigil Mechanism / Whistle Blower Policy are also posted on the Companys website and may be accessed at the link: https://www . centuryextrusions.com/pdf/18032020/Whistle%20Blower%20Policy-CEL.pdf CREDIT RATINGS

During the year under review, the Company had received its credit ratings from Infomerics Valuation and Rating Private Limited. the rating agencies have assigned the Company a long term rating of IVR BBB-/Stable (IVR Triple B Minus with Stable Outlook) against its long term borrowings. IVR A3 (IVR Single A three) in respect of Companys short term bank facilities and Commercial Paper issuance programme.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

Company has a stringent policy for prevention of sexual harassment of women at workplace and management takes a zero tolerance approach towards those indulging in any form of sexual misconduct. No instance of sexual harassment was reported during FY 2019-20.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee of the Board of Directors of the Company, the Members of the Company at its Twenty Ninth (29th) Annual General Meeting (AGM) held on 12th August, 2017 approved the appointment of M/s. A. K.

Meharia & Associates, Chartered Accountant, (FRN - 324666E) Kolkata, as the Statutory Auditors of the Company, for an initial term of five consecutive years, i.e. from the conclusion of the 29th AGM till the conclusion of the 34th AGM of the Company to be held in the year 2022, subject to the ratification of their appointment by the Members at every AGM of the Company. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act 2017 w.e.f. 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of same has been included in the Notice of the AGM.

The Report given by M/s. A. K. Meharia & Associates, Chartered Accountant, (FRN - 324666E) Kolkata, on the financial statements of the Company for the year 2019-20 is annexed hereto and forms a part of the Annual Report.

There are no qualification(s), reservation(s) or adverse remarks or disclaimer in the Auditors Report to the Members on the Annual Financial Statements for the financial year ended 31st March, 2020.

COST AUDIT AND AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, re-appointed M/s. N. Radhakrishnan & Co., a firm of Cost Accountants, Kolkata, to conduct the Cost Audit of your Company for the financial year 2020-21, at a remuneration as mentioned in the Notice convening the Annual General Meeting. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

However, the Company submits its Cost Audit Report for the financial year 2019-20 with the Ministry of Corporate Affairs within the stipulated time period.

SECRETARIAL AUDITORS AND SECRETARIALSTANDARDS

The Secretarial Audit was carried out by Miss. Shruti Agarwal, Company Secretaries (ICSI Membership No. ACS 38797, C.P. No. 14602) for the financial year ended on 31st March, 2020.

The Report given by the Secretarial Auditors is marked as (Annexure-6) and forms a part of the Boards Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to meetings of the Board and its Committee which have mandatory application during the year under review.

EXTRACT OF ANNUAL RETURN (MGT-9)

Pursuant of section 92 (3), 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Extract of annual Return in Form MGT-9 is given in (Annexure-7).

LEGAL ORDERS

There are no Significant/material orders of Courts/ tribunal/regulation affecting the Companys going concern status. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to the financial statements.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

PUBLIC DEPOSITS

The Company does not have any Public Deposits under Chapter V of the Act and has repaid all Public Deposits that matured and were claimed by the depositors under the earlier Public Deposit Schemes. There is no outstanding balance as on 31st March 2020.

PARTICULARS AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 (3) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, is set out in a separate statement attached to this report and forms part of it. (Annexure- 8)

GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail addresses previously registered with the DPs and RTAs.

To support the Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation of the Pandemic, owing to the difficulties involved in dispatching of the physical copies of the Notice of the 32nd AGM and the Annual Report of the Company for the financial year ended 31st March, 2020 including therein the Audited Financial Statements for the year 2019-2020, the aforementioned documents are being sent only by email to the Members. A newspaper advertisement in this regard has also been published and intimated to the Members of the Company.

ACKNOWLEDGEMENT

We express our sincere gratitude to our customers, vendors, investors and bankers for their continued support during the year. We place on record our sincere appreciation of the dedication and commitment of all employees in achieving excellence in all spheres of business activities.

We thank the Government of India, the Customs and Excise Departments, Goods & Service Tax Department, the Income Tax Department, the State Government and other Government agencies for their support, and look forward to their continued support in the future.

CAUTIONARY STATEMENT

Statements forming part of the Management Discussion and Analysis covered in this report may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. The Company takes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.

For and on behalf of the Board of Directors
For, Century Extrusions Limited
Vikram Jhunjhunwala
Date: 18th July, 2020 Chairman & Managing Director DIN:00169833