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Century Extrusions Ltd.

BSE: 500083 | NSE: CENTEXT |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE281A01026 | SECTOR: Aluminium

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members,

The are pleased to present the 30th Annual Report on the business and operations of your company along with audited financial statements, for the financial year ended March 31, 2018.

OVERVIEW OF COMPANY’S FINANCIAL AND OPERATIONAL PERFORMANCE

The Company has reported a sales turnover of Rs. 24273 lacs as against Rs. 20218 lacs in the previous financial year, recording increase of about 20.06%. The increase in sales turnover of 20.06% from previous year to this year due to the optimum utilization of production capacity, which resulting the increase in production throughout the year of the financial year 2017-18.

The Profit after Tax (PAT) for the financial year is Rs. 371 lacs as against profit of Rs. 135 lacs reflecting increase of about 174.81% in the financial performance of the Company.

(Rs. in Lacs, except per share data)

Particulars

March 31, 2018

March 31, 2017

Revenue from operation (Gross) and other Income

24,528

20,410

Profit before Tax

436

147

Exceptional Items

-

6

Tax Expenses

65

6

PAT

371

135

Other Comprehensive Income/(Loss) for the year

(07)

3

Total Income for the year

364

138

DIVIDEND AND RESERVE

In view of meeting the capital requirement of the Company through ploughing back of profit in the business, the Directors of your Company are intending the surplus profit in the business itself. Therefore, no dividend is being recommended by the Board of Directors of the Company.

As there in no statutory obligation for the Company to transfer a certain portion of its distributable profits for the year to General Reserve, the entire profits is proposed to be retained in the Statement of Profit and Loss.

SHARE CAPITAL

The Company has not issued and allotted any shares during the financial year ended 31 March, 2018. As on 31st March, 2018, the Authorised share capital of your Company stood at Rs. 12,00,00,000/- (Rupees Twelve Crores Only), comprising of 12,00,00,000 (Twelve Crores) number of Equity shares of Rs. 1/- each fully paid up. However the issued, subscribed and paid up share capital of your Company stood at Rs. 8,00,00,000/- (Rupees Eight Crores Only) comprising of 8,00,00,000 (Eight Crores) number of Equity shares of Rs.1/- each fully paid up.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

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

We are well focused to maintain positive workplace environment, which provides long lasting and fruitful career to our employee.

Our Company believes that targets of the Company can only be reached with efforts from all its employees called Century team. Our Company recognizes that job satisfaction requires congenial work environment that promotes motivation among employees and therefore results in enhanced productivity, and innovation and also provide avenues for employee training and development to identify their potential and develop their careers in the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance Code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Report on Corporate Governance, along with certificate from the auditors confirming the compliance of conditions of Corporate Governance, is annexed as Annexure-1, and forms part of the Annual Report.

BOARD MEETING

The Board met four times i.e. on 25.05.2017, 11.09.2017, 12.12.2017 and 12.02.2018 during the financial year 2017-18. However, the details are also given in the Corporate Governance Report that forms a part of the annual report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

During the year, there was no changes occurred in composition of Board of Directors of the Company.

The Key Managerial Personnel appointed/ceased during the year are as under:

Sl No.

Name

Designation

Date of Appointment

Date of Cessation

1

Mr. Vishal Sharma

Company Secretary

01-09-2016

31-12-2017

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

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

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

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

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

INDEPENDENT DIRECTORS DECLARATION

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

MANAGERIAL REMUNERATION -197(12)

Details of remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-2.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

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

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit or loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other -irregularities;

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

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

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

AUDIT COMMITTEE

The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for the FY 2017-18 forming part of this Annual Report. There has been no instance where Board has not accepted the recommendations of the Audit Committee during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

The constitution of the Nomination and Remuneration Committee, Terms of Reference and the dates on which meetings of the Nomination and Remuneration Committee were held are mentioned in the Corporate Governance Report for the FY 2017-18 forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The constitution of the Stakeholders Relationship Committee, Terms of Reference and the dates on which meetings of the Stakeholders Relationship Committee were held are mentioned in the Corporate Governance Report for the FY 2017-18 forming part of this Annual Report.

INTERNAL CONTROL SYSTEM

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

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

INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA) vide its notification has made the application of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS Rules) for certain categories of Companies from accounting periods beginning on or after April 01, 2017.

The Audited Financial Statements of the Company drawn on standalone basis for the financial year ended 31st March, 2018 are in accordance with the requirements of Ind-AS Rules. Figure for the previous year have also been re-stated in line with the requirements of the above rules.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Though our Company does not fall under the purview of Section 135 of the Companies Act, 2013, still it continues to undertake various activities for the welfare of the society by making contributions to educational institutions and for medical treatment of under-privileged children and other charitable causes.

The Company has constituted a Corporate Social Responsibility Committee to look after its CSR initiatives in order to integrate interest, welfare and aspirations of the community with those of the company itself in an environment of partnership and mutual trust for inclusive development.

RISK MANAGEMENT

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

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

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company’s management systems, organizational structures, processes, standards, code of conduct and behaviour governs how the Group conducts the business of the Company and manages associated risks. There are no risks which in the opinion of the Board may threaten the existence of the company.

RELATED PARTY TRANSACTIONS

Details of transaction with related parties in Form AOC-2 are given in Annexure-3. The Company has entered into the related party transaction as per section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. The details of transactions with related parties as per AS-18 are disclosed in notes to accounts.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The details of Whistle Blower Policy/Vigil Mechanism existing in the Company are mentioned in the Corporate Governance Report for the FY 2017-18 forming part of this Annual Report.

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

Company has a stringent policy for prevention of sexual harassment of women at workplace and management takes a zero tolerance approach towards those indulging in any form of sexual misconduct. No instance of sexual harassment was reported during FY 2017-18.

AUDITORS’ REPORT

The Statutory Auditors Report on Standalone Financial statement and the Secretarial Audit Report for the financial year 2017-18 does not contain any qualification which warrants comments from the Board of Directors.

STATUTORY AUDITORS

M/s. A. K. Meharia & Associates, Chartered Accountant, (FRN - 324666E) Kolkata was appointed as the Statutory Auditors of the Company for the period of five year at the Annual General Meeting held on 12.08.2017. Further, In accordance with the provisions of the Companies Act, 2013, appointment of M/s A. K. Meharia & Associates as the statutory Auditor of the Company has to be ratified from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. The Board of Directors in its meeting held on 28th May, 2018, on the recommendation of the Audit Committee, and subject to the approval of the Shareholders, ratified the appointment of M/s. A. K. Meharia & Associates, Chartered Accountants (ICAI Firm Registration No. 324666E), as the statutory auditors of the Company for the next financial year. Therefore approval for ratification of the appointment of Statutory Auditor is being sought from the members of the Company at the ensuing Annual General Meeting.

There are no qualification(s), reservation(s) or adverse remarks or disclaimer in the Auditors Report to the Members on the Annual Financial Statements for the financial year ended 31st March, 2018. The notes on accounts referred to in the Auditors’ Report are self explanatory and, therefore, do not call for any comments.

The Ministry of Corporate Affairs has notified amendments in the provisions of Section 139 of the Companies Act, 2013 and Rules made thereunder with effect from 7th May, 2018. Pursuant to the said amendments, the requirement for ratification of appointment of Statutory Auditors by the Shareholders at every subsequent Annual General Meeting till the conclusion of their tenure has been done away with.

COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, re-appointed M/s. N. Radhakrishnan & Co., a firm of Cost Accountants, Kolkata, to conduct the Cost Audit of your Company for the financial year ending 31st March, 2019, at a remuneration as mentioned in the Notice convening the Annual General Meeting. As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member’s ratification for the remuneration payable to Cost Auditors forms part of the Notice of the ensuing Annual General Meeting.

SECRETARIAL AUDITOR/AUDIT

In terms of Section 204 of the Companies Act, 2013, your Directors have appointed M/s. AL & ASSOCIATES, Company Secretaries of 24, N.S Road, 4th Floor, Kolkata-700001 in place of M/s. K. C. Khowala, as a Secretarial Auditors of the Company for the Financial Year 2018-19, to conduct the Secretarial Audit for the financial year ended March 31, 2019.

A Secretarial Audit was carried out by the Secretarial Auditor Mr. K.C. Khowala, Practicing Company Secretary pursuant to provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor’s Report for the financial year ended March 31, 2018 is attached as Annexure-4 and forms part of the Board’s Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

EXTRACT OF ANNUAL RETURN (MGT-9)

Pursuant of section 92 (3), 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Extract of annual Return in Form MGT-9 is given in Annexure-5.

LEGAL ORDERS

There are no Significant/material orders of Courts/ tribunal/regulation affecting the Company’s going concern status.

LOANS, GUARANTEES OR INVESTMENTS (186)

No Loans, Guarantees and investments as required under section 186 of the Companies Act, 2013 are made during the financial year 2017-18.

PUBLIC DEPOSITS

The Company did not invite or accept any deposit from the public under Section 73 of the Companies Act, 2013. PARTICULARS AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 (3) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, is set out in a separate statement attached to this report and forms part of it. (Annexure- 6)

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board of Directors

For, Century Extrusions Limited

Vikram Jhunjhunwala

Date: 28th May, 2018 Chairman & Managing Director

Director’s Report