Century Textiles & Industries Ltd Directors Report.

Dear Shareholders,

We have pleasure in presenting the 125th Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2022. All the business segments of the Company demonstrated resilience on the back of improved market sentiment, conducted efficient business operations and adopted best industry practices. Overall, the Company saw better performance in all its segments, as compared to the previous year, despite disruptions caused due to 2nd and 3rd waves of Covid-19 pandemic. As the threat of reoccurrence of pandemic is still looming, the Company continues to assess and monitor the business operations regularly and is taking all possible precautions in terms of safety of its staff and workers at all the locations of its offices and manufacturing plants.

The summarized financial results are given below.


Standalone Consolidated
PARTICULARS 2021-22 2020-21 2021-22 2020-21
Earnings before finance cost, tax, depreciation and 604.73 366.17 487.57 285.32
amortisation (EBITDA)
Finance Cost 75.03 88.55 52.18 70.70
Profit after Finance Cost 529.70 277.62 435.39 214.62
Depreciation 228.05 229.02 230.66 231.13
Profit / (Loss) before tax 301.65 48.60 204.73 (16.51)
Share of Profit/(Loss) of Joint Venture - - (0.13) -
Profit / (Loss) before tax including Joint Venture 301.65 48.60 204.60 (16.51)
Current Tax 54.99 - 55.01 -
Adjustment of tax relating to earlier periods - (19.25) - (19.25)
Deferred tax relating to earlier period 0.48 - (33.59) -
Mat credit recognized (54.99) - (54.99) -
Deferred Tax 101.38 17.81 84.01 17.81
Profit / (Loss) after tax from continuing operations 199.79 50.04 154.16 (15.07)
Discontinued Operations
Add / (Less):
Loss before tax from discontinued operations (7.04) (28.50) (7.04) (28.50)
Gain on sale of Century Yarn and Denim Division 17.63 - 17.63 -
Tax (Expense)/ Income of discontinued operations (3.05) 9.96 (3.05) 9.96
Net Profit / (Loss) for the year 207.33 31.50 161.70 (33.61)
Other Comprehensive Income / (Loss) 0.63 2.28 0.63 2.28
Total Comprehensive Income/ (Loss) 207.96 33.78 162.33 (31.33)
Loss Attributable to Non-Controlling Interest - - 4.83 3.17
Total Comprehensive Income / (Loss) of the Company 207.96 33.78 167.16 (28.16)
Retained Earnings
Balance brought forward 1437.04 1255.51 1277.58 1157.99
Total comprehensive Income / (Loss) for the year 207.96 33.78 167.16 (28.16)
Equity Dividend (11.17) (33.51) (11.17) (33.51)
Transfer from Debenture Redemption Reserve - 181.26 - 181.26
Balance carried forward 1633.83 1437.04 1433.57 1277.58

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 40% i.e. Rs 4/- (Rupees Four only) per share, of the face value of Rs 10/- each, for your approval which will be subject to applicable tax in the hands of shareholders. Last year the dividend was paid @ 10% subject to applicable tax in the hands of shareholders. This dividend will be paid when declared by the shareholders, in accordance with law. The aggregate amount of dividend will absorb Rs 44.68 Crores.


It is proposed to transfer Rs Nil (previous year Rs Nil) to Reserves out of retained earnings.


The Companys paid-up equity Share Capital continues to stand at Rs 111.69 Crores as on 31st March, 2022. During the year, the Company has not issued any Shares or Convertible Securities.


The total exports of the Company amounted to Rs 657.08 Crores (Previous year Rs 342.57 Crores) representing about 15.66 percent of the total income.


CRISIL has given a credit rating of ‘CRISIL AA for long term and ‘CRISIL A1+ for short term financial instruments of the Company. This reafirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet financial obligations.


Century Yarn and Century Denim:

During the year under review, the Company sold and completed the sale transaction in respect of its Century Yarn and Century Denim Units of the Textile Segment in accordance with applicable law. Few workers had filed an application before the Ld. Labour Commissioner for raising an Industrial Dispute. However, the Labour Commissioner has rejected the said application and the workers have challenged the order of Labour Commissioner before High Court. The Company is taking requisite legal steps to defend the said Writ Petition.

8. EXPANSION & MODERNISATION: a) Pulp and Paper: i) During the year, the New Tissue Plant (TM-7), to manufacture Prime Grade Tissue paper with a capacity of 100 tons per day has been capitalized.

However, due to the ongoing pandemic during Q4, international travels were banned throughout the world. As a result, there was delay in getting visa approvals from the Government of India, for the entire technical team of the OEM supplier. Therefore, couple of teething issues are still pending to be sorted out. ii) At present, we are manufacturing paper from Paper Mill 3 (Bagasse base) & Paper Mill 4 (Recycle base) both having monthly capacity of 7,200 Mt each. We are making technical upgradation, removing bottlenecks and balancing the plants, post which our monthly paper manufacturing capacity will increase to 8,500 Mt from each Machine (PM 3 & 4 individually). This expansion, will also help in reducing overall manufacturing cost (of these two machines) and quality improvement.

Existing Evaporator has exhausted its life, hence, to improve efficiency in evaporation of Weak Black Liquor (WBL) a new Evaporator is being installed. This will enhance the evaporation of WBL by 3,800 M3 per day and increase total solid. Burning of solid will be more efficient and will generate higher steam by 900 Mt/ day. This exercise will ultimately help in lowering down Power cost and increase pulp production. Due to increase in metal and freight costs, the revised investment for installation of a new evaporator has increased to Rs 124 Crores as against earlier estimate of

Rs 105 Crores.

As reported last year due to Covid-19 no erection and commissioning activities could be undertaken during 2020-21 for upgradation of Paper Machines 3 and 4 and for installation of a new evaporator. Necessary steps are being taken for completion of erection and commissioning of the said Paper Machines and installation of evaporator by June, 22 and July, 22 respectively.

b) To maintain competitiveness and achieve better quality, modernization & technological upgradation programs continue at all the units of the Company. Stringent cost control measures remain in place in all possible areas and are regularly reviewed. Special emphasis is being given to energy and water conservation.

9. DIRECTORS: a. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. J.C Laddha (DIN: 03266469) retires by rotation, as Director, at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

The Board recommends his re-appointment.

b. Familiarisation Programme for the Independent Directors

The Company has, over the years, 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 and Real Estate businesses of the Company and the risks, and opportunities, etc., associated with them.

c. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance; that 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 conducting 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 judgment, 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 fulfill 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.

d. Meetings

During the year, 5 (five) 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.


Various Divisions/Subsidiary of the Company have received notable awards as mentioned below:

Birla Estates Private Limited (100% Subsidiary):

• Iconic real estate brand of the year at Times Real Estate Conclave Awards, 2021

• Best Brands 2021 at Economic Times Best Brands Awards, 2021

• Iconic Residential Project of the Year and Iconic Residential Project Launch Campaign for Birla Niyaara, Worli, Mumbai

• Two (2) Safety Awards from National Safety Council in Construction, one each for Birla Alokya, Bengaluru and Birla Vanya, Kalyan

• Project - Birla Vanya, Kalyan

- Lowest Average Accident Frequency Rate and Longest Accident-Free Period at the National Safety Council, Maharashtra Chapter Awards

- Outstanding Achievements in Effective Safety Culture at Greentech Effective Safety Culture Award, 2021

- Construction Health, Safety & Environment Achievement Award at CIDC Vishwakarma 2022, Awards

Birla Century (Textiles Division):

The Division received GOLD 2021 National Award for Manufacturing Competitiveness (NAMC) from the International Research Institute for Manufacturing, India (IRIM).

Century Pulp & Paper Division:

• The Division has been awarded "Golden Peacock Award for Energy Efficiency 2021" by the Indian Institute of Directors, for various energy conservation and efficiency initiatives taken by the plant. During this year, CPP is the only paper manufacturing plant, which won this award in Paper Sector.

• The Division has received first prize in the 110th and 111th "All India Farmers Fair and Agro-Industrial Exhibition" 2021 and 2022 respectively, organised by and held at the G B Pant University of Agriculture & Technology, Pantnagar, Uttarakhand.

• In recognition of Outstanding Business Association, Container Corporation of India awarded a "Certificate of Appreciation" to CPP plant for the year 2021.


S R B C & Co. LLP, Chartered Accountants (ICAI Firm Registration No.324982E/ E300003), who are the Statutory Auditors of the Company were initially appointed for a term of five years at the Annual General Meeting of the Company held on 28th July, 2016. S R B C & Co. LLP completed their said term of five years as Statutory Auditors of the Company at the conclusion of the 124th Annual General Meeting held on 16th July, 2021 and being eligible under section 141 of the Companies Act were re-appointed for a second term of 5 (five) consecutive years w.e.f. 16th July, 2021 by the shareholders at the said AGM.


The Auditors Report to the Shareholders does not contain any reservation, qualification, or adverse remark. During the year under review, neither the statutory auditors nor the Cost Accountant & Secretarial auditors have, under Section 143(12) of the Companies Act, reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers and employees, the details of which would otherwise be required to be mentioned in this report.


Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and

Audit) Rules, 2014, the accounts and cost 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 cost records are maintained in respect of various manufacturing activities. The cost audit report for the financial year 2020-21 was filed with the Ministry of Corporate Affairs on 17th August, 2021. M/s. R. Nanabhoy & Co., Cost Accountants, were appointed as the Companys Cost Auditor. 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 and Pulp & Paper products of the Company for the financial year 2022-23 at a remuneration of Rs 1.49 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.


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, 2023. The Secretarial Audit Report for the year ended 31st March, 2022 is annexed herewith as ‘Annexure–I to this Report. The Company has complied with all applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to the meetings of the Board including its Committees and General Meetings which have mandatory application during the year under review. The Secretarial Audit Report does not contain any adverse qualification, reservation, or remark.


During the year, the Company has not invited or accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.


The details of loans and guarantees given and securities provided, and the investments made as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Consolidated and Standalone Financial Statements.


The details pertaining to transfer of unclaimed dividend and unclaimed shares to IEPF are given in the Corporate Governance Report which forms part of this Annual Report.


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, 2022 and state that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; e. the directors have 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 have devised proper ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


Mr. J.C. Laddha is the Managing Director of the Company and Mr. R. K. Dalmia is the Whole -time Director of the Company. Mr. Snehal Shah is the Chief Financial Officer and Mr. Atul K. Kedia is the Company Secretary of the Company.


A separate report on Corporate Governance is enclosedasapartofthisAnnualReport.Acertificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated is annexed to this Annual Report on Corporate Governance.


The Audit Committee comprises of four members out of which three 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/or unethical conduct with respect to the Company or its business or affairs. This policy provides for formal reporting by whistle blowers of malpractices, misuse or abuse of authority, fraud, and 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. The Policy requires 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 are to 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. toThe details of the vigil mechanism are also available on the Companys website www.centurytextind. com.


The Company has constituted a Risk Management Committee, mandated to review the risk management plan/process of the Company. The Risk Management Committee identifies potential risks and assesses their potential impact with the objective of taking timely action to mitigate the risks, as provided under the Enterprise Risk Management (ERM) Framework of the Company. 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, financial & economic risk, competition risk, operational risk, cyber security and data protection risk and compliance of all applicable statutes and regulations. The Company has well defined ERM policy & mechanism to mitigate these risks. The Company reviews the risk register periodically, to align with the changes in economic environment, market practices and regulations. The top risks of the company and its businesses are reviewed at least twice in a year by the Risk Management Committee. The last such review was done on 29th March, 2022.


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 the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this Annual Report.

The Company has also in place a CSR Policy and the same is available on the Companys website: www.centurytextind.com. During the year, the Company has identified and approved CSR projects of Rs 7.38 Crores, being its statutory obligation for financial year 2021-22 of which Rs 6.65 Crores has already been spent by the Company in financial year 2021-22 and the balance of Rs 0.73 Crores relating to ongoing projects will be deposited in a separate bank account in terms of Section 135(6) of the Companies Act, 2013. Further, the Company has also fulfilled its balance obligation for the previous year i.e. 2020-21 by spending the amount of Rs 5.09 Crores this year. The Company undertook several projects covering promotion of education (inclusive of providing scholarship for needy and meritorious students through A World of Opportunity Foundation - AWOO), preventive health, skill development etc. The Company also provided awareness on mental health which became increasingly prominent during pandemic time. The Company reached out to around 68 locations across 13 States. The Companys key objective is to actively contribute to the social and economic development of the communities in which it operates.

The Covid-19 pandemic continued to have impact in this financial year as well. The Company through its divisions undertook several initiatives under its CSR programme which included distribution of mask to the local community, setting up of oxygen plants at hospital, providing ventilators to hospital etc.

As a socially responsible and caring Company, we are committed to playing a larger role in building a better, sustainable way of life for the weaker and marginalized 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 Annual Report.


The Nomination and Remuneration Committee comprises of four members, of which three, including the Chairman of the Committee, are Independent Directors.

The salient feature 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.


All transactions entered 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 conflicted 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 a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered 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. Mr. Yazdi P. Dandiwala, one of the Directors of the Company is a Senior Partner in the said firm of Solicitors.


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. In the opinion of the Board there has been no change in the circumstances which may affect the status of independent directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.


During the year 2021-22, no significant and material order has been passed by any regulator or by any

Court or Tribunal which has a material impact on the financial position of the Company.


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.


Birla Estates Private Ltd., a Wholly Owned Subsidiary of the Company has on-going projects at Kalyan near Mumbai viz. ‘Birla Vanya, Birla Alokya at Bengaluru, Birla Navya (under Avarna Projects, LLP between Birla Estates and Anantraj) at Gurugram. This year the Company launched Birla Niyaara at Worli, Mumbai and Birla Tisya at Rajajinagar, Bengaluru. During the year, Birla Estates Private Ltd. has also entered into an agreement to jointly develop a prime 52-acre land parcel in North Bengaluru with M S Ramaiah Realty LLP.

During the year, Birla Estates Pvt. Ltd. registered a profit after tax of Rs 17.70 Crores (previous year loss of Rs 51.71 Crores) and Birla Century Exports Pvt. Ltd., another Wholly Owned Subsidiary of the Company registered a loss of Rs 0.91 Crores (previous year profit of Rs 0.38 Crores).

None of the Subsidiaries mentioned above is a material subsidiary as per the threshold limit laid down under the SEBI LODR Regulations.

Industry House Ltd., in which the 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.

During the year, your Company has formed a Joint Venture in collaboration with Grasim Industries Limited namely ‘Birla Advanced Knits Private Limited (JV Company) to manufacture Circular Knit Fabrics. The proposed project is located at the existing Birla Century Campus in Bharuch District. It shall have knitting and processing capacity of about 600 Ton of fabric per month. The salient feature of this project will be 100% Viscose Knitted Fabric, availability of which is currently scarce in the market. This project shall help India to substitute import and enhance export. Civil and structure work is under progress and plant & machineries required for manufacturing have been ordered. Your Company and Grasim Industries Limited are equal shareholders in the said JV Company. During the year, the JV Company registered a loss of Rs 0.13 Crores (50% of profit/loss)


The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, 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, associates and joint venture in the prescribed form AOC-1 is annexed separately.


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.


During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has 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.


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.


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 form 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, 2022 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 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 125th 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 holds (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.


The web-link for the Annual Return placed on the Companys website is https://www.centurytextind. com/assets/pdf/download-forms/annual-return-2022.pdf

36. GENERAL DISCLOSURES: i. There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of report. ii. There was no revision in the financial statements. iii. The Company has not issued any sweat equity shares.

iv. The Company has not issued any shares with differential voting rights. v. There has been no change in nature of business. vi. The Company has not made any application during the year under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year. vii. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable. viii. The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Companies Act, 2013.


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. members, customers, 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

Century Bhavan
Dr Annie Besant Road J.C. Laddha Y.P. Dandiwala
Worli, Mumbai – 400 030 Managing Director Director
Dated: 25th April, 2022 DIN: 03266469 DIN: 01055000