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We have pleasure in presenting the 122nd Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2019. The overall profitability for the financial year 2018-19 has considerably improved as compared to the last year after charging all expenses, interest costs etc.
The summarised financial results are given below.
1. SUMMARISED FINANCIAL RESULTS:
(Rs. in Crores)
|Earnings before finance cost, tax, depreciation and amortisation (EBITDA)||1047.79||851.18||1060.19||851.18|
|Less: Finance Cost||95.89||211.81||95.89||211.81|
|Profit after Finance Cost||951.90||639.37||964.30||639.37|
|Profit before tax||758.90||440.06||771.30||440.06|
|Less: Deferred Tax Debit||264.30||160.56||264.30||160.56|
|Profit after tax from continuing operations||494.60||279.50||507.00||279.50|
|Add: Profit after tax from discontinued operations||174.07||92.16||174.07||92.16|
|Net Profit for the year||668.67||371.66||681.07||371.66|
|Other Comprehensive Income||6.32||3.27||6.32||3.27|
|Total Comprehensive Income for the year||674.99||374.93||687.39||374.93|
|Balance brought forward||369.74||129.18||369.74||129.18|
|Total comprehensive Income for the year||674.99||374.93||687.39||374.93|
|Tax on equity dividend||(14.92)||(12.52)||(14.92)||(12.52)|
|Transfer to Debenture Redemption Reserve||(60.42)||(60.42)||(60.42)||(60.42)|
|Balance carried forward||896.79||369.74||909.19||369.74|
The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of the Annual Report) based on the reports of the Senior President/CEO of each of the units of the Company.
The Board of Directors has recommended a dividend of 75% i.e. Rs 7.50 (Rupees seven and paise fifty) per share, of the face value of Rs 10/- each, for the approval of the shareholders. Last year the dividend was paid @ 65%. This dividend will be paid when declared by the shareholders, in accordance with law. The Company will have to pay dividend distribution tax plus applicable surcharge, education cess and/or any other cess applicable on the dividend distribution tax at the time of declaration and payment of dividend.
3. TRANSFER TO RESERVES:
Your Company proposes to transfer Rs 60.42 crore to the Debenture Redemption Reserves out of retained earnings.
4. SHARE CAPITAL:
The Companys paid up equity Share Capital continues to stand at Rs 111.69 crore as on 31st March, 2019. During the year, the Company has not issued any Shares or Convertible Securities.
The total exports of the Company amounted to Rs 508 crore (Previous year Rs 510 crore) representing about 6 percent of the gross sales.
6. CREDIT RATING:
CRISIL has given a credit rating of CRISIL AA for long term and CRISIL A1+ for short term financial instruments of the Company. This reaffirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet financial obligations.
7 (a) Demerger of Cement Divisions:
As you are aware, the Board of Directors of the Company at its meeting held on 20th May, 2018 had approved a Scheme of demerger between the Company, UltraTech Cement Ltd. (UltraTech) and their Shareholders & Creditors ("Scheme") for the demerger of its Cement Divisions, and its merger into UltraTech. Further, the shareholders of the Company at the meeting of the Shareholders held on 24th October, 2018, convened as per the directions of the National Compnay Law Tribunal, Mumbai (NCLT), have also approved the aforesaid Scheme of demerger of its Cement Divisions. Accordingly, the shareholders of the Company will get 1 (one) new equity share of UltraTech for every 8 (eight) equity shares held in the Company. After this demerger, the Company will have three Divisions (Textiles, Pulp & Paper and Real Estates) and the Cement Divisions will be demerged along with associated liabilities including debt of around 3000 crore. The matter of demerger is with National Company Law Tribunal at Mumbai and it is expected that the full process of demerger will be completed by the first quarter of the financial year 2019-20.
This transaction aims at deleveraging Companys Balance Sheet and creating an opportunity for its new phase of growth in the remaining businesses with a primary focus on real estate. It also achieves unlocking of the value of the Cement Divisions to its shareholders through issuance of equity shares of UltraTech directly to the shareholders of the Company. UltraTech is the largest and one of the most valuable cement manufacturers and suppliers in India and the shareholders of the Company will continue to have an exposure to cement through their equity shareholding in UltraTech.
(b) Century Yarn and Century Denim:
During the financial year 2017-18, the Company had recognized the sale of its Yarn and Denim units (Y&D units) (included in textile segment). Pursuant to the objections raised in the Court, against the transaction by the workers of the Y&D units, during the year, the Company has terminated the Business Transfer Agreement and has taken back possession of the Y&D units. The Company is exploring various alternatives for disposal of the units. Accordingly, the assets and liabilities of the Y&D units are classified as assets held for disposal and the operations have been classified as discontinued operations.
8. EXPANSION & MODERNISATION:
(a) Pulp and Paper:
The Company has undertaken a project to expand the Prime Grade Tissue Paper Plant capacity from 100 tonnes per day to 200 tonnes per day with an Anchor GSM of 19 grams at a total capital outlay of 100 crores at the existing Pulp and Paper Plant at Lalkua, District Nainital, Uttarakhand. The project is expected to be commissioned and operational in the 2nd quarter of FY 21.
(b) Modernization & Technological upgradation programmes continue at all the units of the Company, to maintain competitiveness and achieve better quality. Stringent cost control measures remain in place in all possible areas and are regularly reviewed. Special emphasis is being given to water and energy conservation.
(a) The Directors express their profound grief at the sad demise of Shri D.K. Agrawal (DIN: 00040123), their esteemed erstwhile colleague who was President (Corporate Affairs) and Whole-time Director of the Company, on 24th August, 2018 and place on record their deep sense of appreciation for the invaluable services rendered by him during his association as Senior Executive and Whole-time Director of the Company.
(b) (i) Shri B. K. Birla (DIN: 00055856), who has attained the age of 75 (Seventy five) years continues to be a Director of the Company with effect from 1st April, 2019 till he retires by rotation.
(ii) Shri P. K. Daga (DIN: 00040692), who has attained the age of 75 (Seventy five) years continues to be an Independent Director of the Company with effect from 1st April, 2019 till the completion of his present term i.e. upto 24th July, 2019.
(c) Shri R.K. Dalmia (DIN: 00040951), Senior President, Textile Divisions of the Company, has been appointed as a Whole-time Director of the Company with effect from 15th September, 2018. A suitable resolution in this behalf is being proposed at the forthcoming Annual General Meeting of the Company for the approval of the Members for his appointment as a Whole-time Director of the Company.
(d) Pursuant to the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Ms. Preeti Vyas (DIN: 02352395), an entrepreneur in the field of Design and Communication Consultancy and having rich business experience, has been appointed as an Independent Director on the Board of the Company for a term of five consecutive years from 1st April, 2019 till 31st March, 2024 subject to the approval of the Members. The advantage of her vast experience will be available for the benefit of the Company. The requisite resolution for approving the appointment of Ms. Preeti Vyas as an Independent Director of the Company is being placed before the Members at the ensuing 122nd Annual General Meeting of the Company.
(e) Shri Yazdi P. Dandiwala (DIN: 01055000) and Shri Rajan A. Dalal (DIN: 00546264), will complete their first term of appointment on 24th July, 2019 as Independent Directors and they have been re-appointed on the recommendation of Nomination & Remuneration Committee for another term of five consecutive years by the Board with effect from 25th July, 2019, subject to the approval of the members by Special Resolution. Shri Sohanlal K. Jain (DIN: 02843676) will complete his first term of appointment on 30th October, 2019 as an Independent Director and he has been re-appointed on the recommendation of Nomination & Remuneration Committee for another term of five consecutive years by the Board with effect from 31st October, 2019 subject to the approval of the Members by Special Resolution. The said Directors have given their consent for re-appointment and have confirmed that they still retain their status as Independent Directors and that they do not suffer from any disqualification for re-appointment. Their re-appointment is based on the evaluation of their performance carried out by the Board other than the persons evaluated. Approval of the Members by Special Resolution for re-appointment of the aforesaid persons as Independent Directors for a further term of five consecutive years has been sought in the Notice convening the forthcoming Annual General Meeting of the Company.
Shri Pradip Kumar Daga (DIN: 00040692) will complete his first term of appointment as an Independent Director on 24th July, 2019. Shri Pradip Kumar Daga has expressed his desire not to continue further as a Director after the end of his present term as mentioned above. The Board places on record its deep sense of appreciation for the invaluable services being rendered by him as a Director of the Company.
(f) Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Kumar Mangalam Birla (DIN: 00012813) retires by rotation, as Director, at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
(g) Familiarisation Programme for the Independent Directors:
The Company has, over the year, developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirement under the Companies Act, 2013. The process, inter alia, includes providing an overview of the Textile, Pulp & Paper, Cement and Real Estate Industries, the Companys business, the risks and opportunities, etc.
(h) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.
At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire, each in line with the circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Independent Directors fulfil the criteria of independence and they are independent of management. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.
During the year, ten Board meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
10. AWARDS, CERTIFICATES, PRIZES:
Various Divisions of the Company have received notable awards/certificates as mentioned below:-
(a) Century Cement:
First Prize for "Maintenance of Heavy Earth Moving Machinery (HEMM) & Workshop", "Welfare Amenities & Occupational Health & Safety (OHS) Facility", "Crushing & Screening Plant" and "Afforestation" for its limestone mines during annual safety celebration -2018 held under the aegis of Directorate General of Mines Safety Bilaspur & Raigarh Region.National Federation of Indian Mineral Industries (FIMI) - Gem Granites Environment Award 2017-18 for significant contribution to environment protection & sustainable mining from Honble Minister of Mines, Govt. of India.
(b) Maihar Cement:
First Prize for "Overall Performance", "Safety Education", "Use of Explosives & Dust Suppression", "House Keeping & Supervision" and "Standard of Working" for its limestone mines in the category of fully mechanized mines during "Metalliferous Mines Safety Week 2018" held under the aegis of the Directorate General of Mines Safety, Jabalpur Region.
First Prize for "Overall Performance" and "Systematic & Scientific Development" for its limestone mines in the category of fully mechanized mines during "Mines Environment & Mineral Conservation Week 2018-19" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.
First Prize for "Water Positivity" for its limestone mines during "Mines Environment & Mineral Conservation Week 2018-19" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.5 Star rating awarded for "Sustainable Development Framework" for its limestone mines during "Mines Environment & Mineral Conservation Week 2018-19" from the Khan Khanij Pradushan Niyantran Evam Paryavaran Vikas Samiti, Jabalpur Region.
Maihar Cement Employees Provident Fund has received Certificate of Appreciation for Best Performing Exempted Trust 2018 from the Employees Provident Fund Organisation, Ministry of Labour & Employment, Government of India.
(c) Manikgarh Cement:
First Prize for "Overall Performance", "Mines Plan & Records" and "Storage, Transport and use of Explosives" for its limestone mines during the Metalliferous Opencast Mines Safety Week, 2018 under the aegis of the Director General of Mines Safety, Nagpur.
First Prize for "Mineral Benefication" and "Environmental Monitoring" for its limestone mines during Mines Environment & Mineral Conservation Week, 2018-19 under the aegis of Indian Bureau of Mines, Nagpur. Godavari Award for the exemplary work done by Mechanized Mines in the Overall Environmental Monitoring.
(d) Sonar Bangla Cement:
Gold award to our "Sonartari" team for quality circle case study presentation at Chapter Convention on Quality Concept (CCQC) 2018, Durgapur Chapter.
Gold award to our "Eagle" team for 5S case study presentation at the Chapter Convention on Quality Concept (CCQC) 2018, Durgapur Chapter.
Distinguish award to our "Sonartari" team for the quality circle case study presentation at the National Convention on Quality Concept (NCQC) 2018, held at Gwalior in December 2018.
Excellence award to our "Eagle" team for the 5S case study presentation at the National Convention on Quality Concepts (NCQC) 2018, held at Gwalior in December 2018.
(e) Century Pulp & Paper:
Energy Efficient Unit Award: During the last 4 years, consecutively for the fourth time in a row, won the Confederation of Indian Industry (CII) National Award for "Excellent Energy Efficient Unit", held in its 19th National level competition for "National Energy Management Award - 2018".
National Energy Conservation Award: Awarded First Prize in the Pulp & Paper Sector, by the Bureau of Energy Efficiency, Ministry of Power, Government of India at the National Energy Conservation Award - 2018.
Export-Import Awards: Recognised for outstanding contribution in Export & Import by the Container Corporation of India Ltd (CONCOR), in "CONCOR Award - 2018" for 1st position in Imports, and 2nd position in Exports Segment in the Northern Region.
Agro-Industrial Exhibition Award: In the 104th and 105th "All India Farmers Fair and Agro-Industrial Exhibition" 2018 and 2019 respectively, organised by and held at the G B Pant University of Agriculture & Technology, Pantnagar, Uttarakhand, the Division has received First prize. During last fifteen consecutive exhibitions, fourteen times the Century Pulp & Paper Division was adjudged First position.
SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 324982E/E300003), who are the Statutory Auditors of the Company were appointed as the Statutory Auditors for a term of five years at the Annual General Meeting of the Company held on 28th July, 2016 subject to ratification of their appointment by the Members at every intervening Annual General Meeting held thereafter. The requirement of seeking ratification of the Members for continuance of their appointment has been withdrawn consequent upon changes made by the Companies (Amendment) Act, 2017 and pursuant to resolution passed by the Shareholders at the 121st Annual General Meeting held on 31st July, 2018. Hence, the resolution seeking ratification of the Members for their appointment is not being placed at the ensuing Annual General Meeting.
12. AUDITORS REPORT:
The Auditors Report to the Shareholders does not contain any reservation, qualification or adverse remark.
13. COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the accounts and records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2017-18 was filed with the Ministry of Corporate Affairs on 27th August, 2018.
Your Directors have, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Textiles, Cement and Pulp & Paper products of the Company for the financial year 2019-20 at a remuneration of Rs 3.01 lac.
As required under the Companies Act, 2013, 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 the members ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors, in terms of the resolution proposed to be passed, is included in the Notice convening the Annual General Meeting of the Company.
14. SECRETARIAL AUDIT:
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 M/s. Gagrani & Gagan, Company Secretaries in practice (CP No. 1388), to undertake the Secretarial Audit of the Company for the year ending 31st March, 2020. The Secretarial Audit Report for the year ended 31st March, 2019 is annexed herewith as AnnexureI to this Report. The Company has complied with all applicable Secretarial Standards. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.
15. FIXED DEPOSITS:
During the year, the Company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
16. LOANS, GUARANTEES AND INVESTMENTS:
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the consolidated and standalone Financial Statements.
17. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March, 2019 and state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(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 at the end of the financial year and of the profit and loss of the Company for that period;
(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;
(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) 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.
18. KEY MANAGERIAL PERSONNEL:
During the year, Shri D.K. Agrawal ceased to be a Whole-time Director of the Company due to his sad demise on 24th August, 2018. Shri R.K. Dalmia has been appointed as a Whole-time Director of the Company with effect from 15th September, 2018 and he has ceased to be Chief Financial Officer of the Company from the said date.
Further, Shri Snehal Shah was appointed as Chief Financial Officer of the Company with effect from 1st October, 2018. Shri Atul K. Kedia is the Secretary of the Company.
19. CORPORATE GOVERNANCE:
A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance.
20. AUDIT COMMITTEE, VIGIL MECHANISM & RISK MANAGEMENT:
The Audit Committee comprises of four members and all members are Independent Directors. The Company Secretary is the Secretary of the Committee. All transactions with related parties are on an arms length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism for Directors and Employees, to report genuine concerns about any wrongful and any unethical conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Companys policies or Rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, unethical behaviour and other matters or activity on account of which the interest of the Company is affected or is likely to be affected and formally reported by whistle blowers. The Policy provides that all Protected Disclosures can be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee/Whole-time Director in exceptional cases. All protected disclosures under this policy will be recorded and thoroughly investigated. If an investigation leads the Vigilance and Ethics Officer/Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer/Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. The details of the vigil mechanism are also available on the Companys website www.centurytextind.com
Your Company has constituted a Risk Management Committee, mandated to review the risk management plan/process of the Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.
The Audit Committee has also been delegated with the responsibility of monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.
The key risks identified by the Company include, competition, cyber security, financial risk and compliance of all applicable statutes and regulations. The Company has well defined policies/mechanism to mitigate competition, cyber security and financial risks. The Company reviews the policies/mechanism periodically, to align with the changes in market practices and regulations. The Company has in place a data protection Policy. Compliance risks have been mitigated through periodical monitoring and review of the regulatory framework to ensure complete compliance with all applicable statutes and regulations.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance report, which forms part of this report.
Your Company has also in place a CSR Policy and the same is available on your Companys website: www.centurytextind. com. During the year, your Company has spent Rs 3.18 Crores towards CSR activities. Your Company reached out to around 85 locations, across 6 States. The Companys key objective is to actively contribute to the social and economic development of the communities in which it operates.
As a socially responsible caring Company, we are committed to play a larger role in building a better, sustainable way of life for the weaker and marginalised sections of the society and raise the countrys human development index.
The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure II forming part of this Report.
22. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of five members of which four, including the Chairman of the Committee, are Independent Directors.
The salient features of Companys Remuneration Policy is attached as Annexure-III and forms a part of this Report. The Remuneration Policy is available on the website of the Company viz. www.centurytextind.com.
23. RELATED PARTY TRANSACTIONS:
All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on an yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for its approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website.
None of the Directors has any pecuniary relationships or transactions vis--vis the Company.
The Solicitors for the Company, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provide the legal services required by the Company from time to time. The transactions with the said firm are on an arms length basis and in the ordinary course of business. Shri Yazdi P. Dandiwala, one of the Directors of the Company is a Senior Partner in the said firm of Solicitors. Ms. Preeti Vyas has been appointed as an Independent Director on the Board of the Company with effect from 1st April, 2019. She had certain transactions in the past with the Company, however, she fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder as well as those required under the provisions of SEBI LODR Regulations for her appointment as an Independent Woman Director of the Company.
24. DECLARATION BY INDEPENDENT DIRECTORS:
Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
As reported in detail in the reports of earlier years, a penalty of Rs 274.02 crore was levied on the Company by the Competition Commission of India (CCI) based on the complaint filed by the Builders Association of India for alleged violation of the provisions of the Competition Act. The National Company Law Appellate Tribunal (NCLAT) vide its judgement dated 25th July, 2018, has dismissed the appeal of the Company upholding levy of penalty of Rs 274.02 crore as imposed by CCI vide its order dated 31st
August, 2016. The Company has preferred an appeal before the Honble Supreme Court against the above order of NCLAT. The Honble Supreme Court vide its order dated 5th October, 2018 has admitted the Companys civil appeal and ordered for continuance of the interim order passed by NCLAT vide its order dated 7th November, 2016 towards stay of demand, subject to deposit of 10% of penalty amount. The matter is still subjudice.
26. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, the respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
27. SUBSIDIARY & ASSOCIATE COMPANIES:
During the year 2018-19, the Company has incorporated a Wholly Owned Subsidiary viz. Birla Century Exports Private Ltd. for the purpose of conducting distribution business in the USA directly with brands and retailers. In addition to the above, Birla Estates Private Ltd., which was incorporated last year, is a Wholly Owned Subsidiary of the Company. It has started its operations and is developing Companys land for residential project viz. Birla Vanya at Kalyan. During the year Birla Estates Private Ltd. Registered a Loss of Rs 12.06 Crores (Previous year Loss of Rs NIL) and Birla Century Exports Private Ltd. is yet to start its operations.
None of the Subsidiaries mentioned above is a material subsidiary as per the threshold limit laid down under the SEBI LODR Regulations.
In view of no business left to undertake, the Board of Bander Coal Company Private Ltd., your Companys associate, is in the process of voluntary liquidation which is expected to be completed shortly.
Industry House Ltd., in which your Company holds about 35% shares, is an Associate Company. Despite this fact, the accounts of Industry House Ltd. have not been consolidated with that of the Company as there is no requirement for the same as per the IND-AS 28.
28. CONSOLIDATED FINANCIAL STATEMENT:
The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiares, as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and other applicable laws, if any.
A separate statement containing the salient features of its subsidiaries and associates in the prescribed form AOC-1 is annexed separately.
29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-IV.
30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
During the year under review, your Company has received one complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same was investigeted in accordance with the procedures prescribed and has been disposed off by taking appropriate action. The Company has also complied with the provisions relating to the constitution of an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. BUSINESS RESPONSIBILITY REPORTING:
A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
32. PARTICULARS OF EMPLOYEES:
The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-V and forms a part of this Report.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2019 is given in a separate Annexure to this Report.
The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 122nd Annual General Meeting and up to the date of the said Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.
33. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure VI which forms an integral part of this Report and is also available on the Companys website viz. www.centurytextind.com.
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Companys well-being.
|Registered Office:||On behalf of the Board,|
|Dr. Annie Besant Road,|
|Worli, Mumbai 400 030||R.K. DALMIA||Y.P. DANDIWALA|
|Dated: 3rd May, 2019||DIN: 00040951||DIN: 01055000|