Century Textiles & Industries Ltd Directors Report.

Dear Shareholders,

We have pleasure in presenting the 123rd Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2020. Considering the unfavourable market conditions prevailing for a major part of the year in all business segments, the overall profitability for the financial year 2019-20 has been satisfactory after charging all expenses, interest costs etc. The impact of Corona Virus outbreak (COVID-19) on public life and the industry in India and world over is also affecting the demand of Companys product portfolio. While this is expected to have a negative impact on the financial performance of Company in FY 21, the Company cannot quantify the magnitude and duration of such impact at this time given the fluidity of the situation. Company continues to monitor and assess its business operations daily. In this connection, with the COVID-19 outbreak, the Company has implemented protocols based on recommendations from official health authorities such as World Health Organisation (WHO). Additionally, to support the prevention of COVID-19 outbreak, the Company has prepared SOPs based on recommendations of a professional facilities management firm viz CBRE and other corporate guidelines from leading Indian companies both in manufacturing and those handling commercial buildings as also FICCI guidelines and inputs of our HR colleagues.

The summarised financial results are given below.

1. SUMMARISED FINANCIAL RESULTS:

(Rs in Crores)

Consolidated

Standalone

Particulars 2019-20 2018-19 2019-20 2018-19
Earnings before finance cost, tax, depreciation and amortisation (EBITDA) 600.06 1060.93 695.22 1073.33
Less:
Finance Cost 87.09 101.55 93.13 101.55
Profit after Finance Cost 512.97 959.38 602.09 971.78
Less:
Depreciation 228.58 193.00 227.76 193.00
Profit before tax 284.39 766.38 374.33 778.78
Less/(Add):
Deferred Tax Debit (Credit) (93.69) 266.91 (93.69) 266.91
Profit after tax from continuing operations 378.08 499.47 468.02 511.87
Add:
Profit after tax from discontinued operations (17.65) 5563.69 (17.65) 5563.69
Net Profit for the year 360.43 6063.16 450.37 6075.56
Other Comprehensive Income (4) 1.12 (4) 1.12
Total Comprehensive Income 356.43 6064.28 446.37 6076.68
Loss Attributable to Non-Controlling Interest 4.82 - - -
Total Comprehensive Income of the Company 361.25 6064.28 446.37 6076.68
Retained Earninqs
Balance brought forward 897.73 369.74 910.13 369.74
Total comprehensive Income for the year 361.25 6064.28 446.37 6076.68
Equity Dividend (83.77) (72.60) (83.77) (72.60)
Tax on equity dividend (17.22) (14.92) (17.22) (14.92)
Distribution to Shareholders (distribution of shares of Resulting - (5388.35) - (5388.35)
Company on demerger of Cement Business) Transfer to/from Debenture Redemption Reserve . (60.42) - (60.42)
Balance carried forward 1157.99 897.73 1255.51 910.13

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.

2. DIVIDEND:

The Board of Directors has recommended a dividend of 30% i.e. 3.00 (Rupees Three only) per share, of the face value of 10/- each, for your approval which will be subject to applicable tax in the hands of shareholders. Last year

the dividend was paid @ 75% free of 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 33.51 Crores.

3. TRANSFER TO RESERVES:

It is proposed to transfer Nil (previous year 60.42 Crores) to the Debenture Redemption Reserves out of retained earnings.

4. SHARE CAPITAL:

The Companys paid up equity Share Capital continues to stand at 111.69 Crores as on 31st March 2020. During the year, the Company has not issued any Shares or Convertible Securities.

5. EXPORTS:

The total exports of the Company amounted to 598.72 Crores (Previous year 429.67 Crores) representing about 17.31 percent of the total income.

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. DISCONTINUED OPERATIONS:

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 ("Scheme") between the Company, UltraTech Cement Ltd. (UltraTech), Shareholders & Creditors for the demerger of its Cement Divisions, and its merger into UltraTech. Further, the shareholders of the Company at a Court convened meeting of the Shareholders held on 24th October, 2018, had also approved the aforesaid Scheme of demerger of its Cement Divisions. Accordingly, Cement divisions of the Company were demerged along with associated liabilities including debt of around 3000 Crores and merged into UltraTech as per the Order of National Company Law Tribunal, Mumbai with appointed date being 20th May, 2018 and the Scheme was given effect from 1st October, 2019 when all formalities were completed. Accordingly, the financial statements for previous year viz. 2018-19 have been restated from 20th May, 2018. In accordance with the Scheme, the Shareholders of the Company got 1 (one) new equity share of UltraTech for every 8 (Eight) equity shares held in the Company thus unlocking of the value of the Cement Divisions to the shareholders. Further, shareholders of Company will continue to have an exposure to cement through their equity holding in UltraTech which is the largest, and one of the most valuable cement manufacturers and suppliers in India. After this demerger, the Company has three divisions viz. Textiles, Pulp & Paper and Real Estates. This

transaction has deleveraged Companys Balance Sheet and created an opportunity for its new phase of growth in the remaining businesses with a primary focus on real estate.

b. Century Yarn and Century Denim:

As informed last year, the assets and liabilities of the Century Yarn and Century Denim units continued to be classified as assets held for disposal and operations were continued to be classified as Discontinued Operations.

8. EXPANSION & MODERNISATION:

a. Pulp and Paper:

(a) Installation of an additional Tissue plant with an investment of 100 Crores to manufacture Prime Grade Tissue paper with a capacity of 100 tonnes per day is in progress and is expected to start production by October, 2020.

(b) Technical upgradation, removing of bottlenecks and balancing the Bagasse based (PM3 Machine), and recycle paper-based paper plant (PM4 Machine), with an investment of 65 Crores which will increase monthly paper manufacturing capacity from 7200 Mt to 8500 Mt for each plant. This expansion will help in reducing overall manufacturing cost (of these two machines), quality improvement and increase in production.

(c) Installation of new evaporator at a cost of 105 Crores. This will help lowering down Power cost and increase in pulp production.

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.

9. DIRECTORS:

a. The Directors expressed their profound sorrow at the sad demise of Shri B. K. Birla (DIN: 00055856) on 3rd July, 2019, their esteemed erstwhile colleague and Chairman of the Board, who was an eminent Industrialist, apart from being a passionate philanthropist and avid educationist and place on record their deep sense of appreciation for valuable services rendered by him during his association as a Director and Chairman for a period of about forty six years, prior to his demise. The Board recalled his legendary stewardship over several decades and applauded his stellar contribution to the growth of the Company. The Board also noted with deep appreciation that under his leadership and guidance the Company became a well- diversified conglomerate and beyond business, his legacy extends to the fields of education, art and culture. In his sad demise, the Company has lost a great visionary and

our country has lost not just a tall business leader, but also a great philanthropist.

b. Shri Jagdish Chandra Laddha (DIN: 03266469) has been appointed as a Managing Director of the Company with effect from 12th August, 2019. A suitable resolution in this behalf is being proposed at the forthcoming Annual General Meeting of the Company for approval of the members for his appointment as a Managing Director of the Company.

c. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Rajashree Birla (DIN: 00022995) retires by rotation, as Director, at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. As she is completing the age of 75 years on 15.09.2020, her continuation as a Non-executive Director after she attains the age of 75 years as above is also proposed by way of a Special Resolution as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations). The Board recommends her re-appointment and continuation as above.

d. 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 and Real Estate Industries relating to the Companys businesses, the risks and opportunities, etc.

e. 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, 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 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.

f. Meetings

During the year, 7 (Seven) 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/Subsidiary of the Company have received notable awards as mentioned below:-

Birla Estates:

• Birla Estates won SAP Ace Award in the category of "Customer Experience - Sales and Marketing" for CRM System (C4C) implementation and the "Best Digital Ecosystem Award" at Indias Best Design Awards by Pool Magazine.

• Birla Vanya won in thecategory "Innovative Marketing Campaign of the year" at Real Estate & Infrastructure round table & awards, DNA and "Iconic Marketing Campaign of the year" at Times Realty Icons awards, 2019.

Birla Century:

• Silver Medal for manufacturing in India Green Manufacturing Challenge, 2019 event by International Institute for Manufacturing.

Century Pulp & Paper:

• Energy Efficient Unit Award: During last five years, consecutively for fifth time in a row the Unit has won Confederation of Indian Industry (CII) National Award for "Energy Efficient Unit", held in its 20th National level competition for "National Award for Excellence in Energy Management - 2019".

• Agro-Industrial Exhibition Award: In the 106th and 107th "All India Farmers" Fair and Agro-Industrial Exhibition" 2019 and 2020 respectively, organized by and held at G B Pant University of Agriculture & Technology, Pantnagar, Uttarakhand, the Division has received First prize. During last seventeen consecutive exhibitions, sixteen times Century Pulp & Paper was adjudged First position.

• Export-Import Awards: Recognized for outstanding contribution in Export & Import by Container Corporation of India Ltd (CONCOR), and awarded the following:

> 1st position in "CONCOR EXIM Star Award - 2019" for Imports in the Northern Region, and

> 3rd position in "CONCOR EXIM Star Award - 2019" for Exports in the Northern Region.

• ET NOW has recognized and awarded the Unit in Feb20 as "Business Leader of the Year - Manufacturing Excellence".

• PaperEx-2019 Award: In the 14th International Exhibition & Conference on Pulp Paper and Allied Industries exhibition held at Pragati Maidan in December 2019, the Unit has received 1st prize for "Green Concept Display".

11. AUDITORS:

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 a 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. During the year under review, neither the statutory auditors nor the Cost Accountant & secretarial auditors have reported to the audit committee of the board under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in this report.

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 2018-19 was filed with the Ministry of Corporate Affairs on 4th September, 2019. M/s. R.

Nanabhoy & Co., Cost Accountants, were nominated 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 2020-21 at a remuneration of 1.18 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, 2021. The Secretarial Audit Report for the year ended 31st March, 2020 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.

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, 2020 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:

a. During the year Shri Jagdish Chandra Laddha was appointed as the Managing Director of the Company with effect from 12th August, 2019.

b. Shri R. K. Dalmia is the Whole Time Director of the Company. Shri Snehal Shah is the Chief Financial Officer and 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 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 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.

RISK MANAGEMENT:

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 assesses 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 riskmanagement, 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, cyber security, financial risk, competition, 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 is 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 identified and approved CSR projects of 9.73 Crores as against 9.73 Crores required to be spent during the financial year 2019-20. The Company spent 4.51 Crores towards CSR

activities for 2019-20 and has also fulfilled its obligation for the last year i.e. 2018-19 by incurring additional amount of 0.60 Crores for the said year which had remained unspent. Your Company reached out to around 64 locations across fourteen 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 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 Report.

22. NOMINATION AND REMUNERATION COMMITTEE:

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.

23. RELATED PARTY TRANSACTIONS:

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 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-a-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.

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:

During the year 2019-20, no significant and material order has been passed by any regulator or by any Court which has a material impact on the financial position of the Company.

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:

Birla Estates Private Ltd. is a Wholly Owned Subsidiary of the Company. It has started its operations and is developing Companys land at Kalyan near Mumbai for residential project viz. Birla Vanya. Further, it is also developing projects viz. Birla Alokya at Bengaluru and Birla Avarna at Gurugram. During the year, Birla Estates Pvt. Ltd. registered a loss of 86.64 Crores (previous year loss of 12.40 Crores).

Birla Century Exports Pvt Ltd. another wholly owned subsidiary of the Company was incorporated last year. During the year, Birla Century Exports Pvt. Ltd., registered a loss of 0.27 Crores (previous year loss of 0.34 Crores).

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, Bander Coal Company Private Ltd., your Companys associate, was in the process of voluntary liquidation. Now vide Order dated 26th May, 2020 of National Company Law Tribunal, Mumbai it has been liquidated after completing all formalities.

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 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 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 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.

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, 2020 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 123rd 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.

34. ACKNOWLEDGEMENTS:

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

Century Bhavan
Dr Annie Besant Road J. C. Laddha Y. P. Dandiwala
Worli Mumbai - 400 030 Managing Director Director
Dated: 10th June, 2020 DIN:03266469 DIN: 01055000