DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in submitting the 20th Annual Report together with the audited accounts of the Company for the year financial year ended March 31, 2015. Financial Statements The Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). These financial statements comply in all material respects with the Accounting Standards, notified under Section 133 of the Companies Act, 2013 ("the Act") read together with paragraph 7 of the Companies (Accounts) Rules 2014, to reflect the financial position and the results of operations of the Company. The Financial Statements of Financial Year 2014 ~ 2015 together with the Auditor's Report form a part of this Annual Report. Dividend Your Directors after careful consideration of the financial accounts of the Company have not recommended any dividend to the equity shareholders of the Company. Operations The highlights of the Company's performance are as under: > Revenue from operations grew by a modest 1.49% to Rs.5176.68 Lakhs > Profit before tax and exceptional items grew by 7.16% to Rs.290.11 Lakhs. > Profit after tax for the year stood at Rs.191.50 Lakhs up 6.91% from Financial Year 2013 ~ 2014. During the year, our consolidated revenues registered a growth of 1.60% to Rs.5186.54 Lakhs from Rs.5104.87 Lakhs from last Financial Year 2013 ~ 2014. More than 95% of the current workforce has grown with us, with some clocking more than ten years. They realise the value of Education, Loyalty, Honesty, Success, Commitment, Sincerity, Hard Work required to sustain this success. Change in nature of business There has been no change in the nature of business of the Company. Your Company continues to be a Medical Device company engaged in manufacturing surgical sutures & other medical devices with sales mainly in India. Material changes and commitments affecting the financial position of the Company There have not been any material changes affecting the financial position of the Company between the end of the financial year and the date of this report. Share Capital The paid up equity share capital of the Company as on March 31, 2015 was Rs.364.83 Lakhs. During the year under review, the Company has not issued shares with differential Voting Rights nor granted Stock options nor Sweat Equity. Deposits The company has not accepted any fixed deposits from the public. Directors and Key Managerial Personnel Shri Devraj T. Poojary [DIN : 02041726] who retires by rotation and, being eligible, offers himself for re-appointment. The Company has received separate notices from a member under Section 165 of the Companies Act, 2013, signifying its intention to propose Shri Devraj T. Poojary[DIN : 02041726] as candidate for the office of Executive Director of the Company at the forthcoming 20th Annual General Meeting. The necessary resolutions proposing appointment of Executive Director is being placed before the Shareholders for approval. Ms. Anuradha Kashikar (DIN : 00804831) who was appointed by the Board of Directors as an additional Director of the Company with effect from March 27, 2015 and who holds office upto the date of this 20th Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ("Act") and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company be and is hereby appointed a Director of the Company. The Board has Independent Non-Executive Director based on fit & proper criteria ~ qualification, expertise, track record, integrity etc. With the enactment of the Companies Act, 2013 ('the Act') it is mandatory for every listed Company to appoint requisite number of 'Independent Directors' as defined in Section 149(6) of the Companies Act, 2013. The Company, in compliance with the Listing Agreement, has already appointed Shri Sunil C. Modi [DIN : 03103966], Shri Bhushan S. Limaye [DIN : 00804930] and Shri Jagadish B. Shetty [DIN : 00731896] as Independent Non-Executive Directors of the Company on the Board. The Board is of the opinion that the existing Independent Directors fulfil the criteria as specified in Section 149 of the Companies Act, 2013 & the Rules made thereunder. Further Ms. S. Mhatre resigned as Chief Financial Officer on March 31, 2015. The Board on recommendation of Nomination and Remuneration Committee appointed Ms. Anuradha Kashikar as Chief Financial Officer w.e.f. April 1, 2015. Board Evaluation We at CENTENIAL believe in striving and excelling against contenders not only through products and initiatives but also through effective and efficient Board Monitoring. As required under the Companies Act, 2013 and the Listing Agreement, an evaluation of all the Directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board. The details of the said evaluation have been enumerated in the Corporate Governance Report, which is annexed to the Boards' Report. Managerial Remuneration Policy The policy on appointment and remuneration of Directors and Key Management Personnel provides an underlying basis and guide for human resource management, thereby aligning plans for strategic growth of the Company. While deciding on the remuneration for Directors and Key Management Personnel, the Board and the Nomination and Remuneration Committee consider the performance of the Company, the current trends in the industry, the qualifications of the appointee(s), their experience, past performance and other relevant factors. The policy is pursuant to Section 178(4) of the Companies Act, 2013 and clause 49(IV) (B) (4) of the Listing Agreement. Loans, Guarantees or Investments Loans, guarantees and investments (if any) covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements. Meetings of the Board The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation. The Board during the financial year 2014 ~ 2015 met 04 (Four) times. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Director's Report. Committees on Board Pursuant to Section 178 of the Companies Act, 2013, the Company has changed the name of Remuneration Committee and Share Transfers and Shareholders / Investors Grievance Committee to "Nomination and Remuneration Committee" and "Stakeholders' Relationship Committee" respectively. Directors Responsibility Statement In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following: (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 Company is responsible for establishing and maintaining adequate and effective internal financial controls with regard to its business operations and, in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company. Towards the above objective, the Directors have laid down internal financial controls based on internal controls framework established by the Company, which in all material respects were operating effectively as at March 31, 2015. (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations. Related Party Transactions Transactions with related parties are in the ordinary course of business and also on arms' length pricing basis. Prior omnibus approval from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - 'AOC-2'. Auditors Statutory Auditors Messrs. A. Vijay Kumar & Co., Chartered Accountants, Firm Registration No.009824S who are Statutory Auditors of the Company shall hold office till the conclusion of the forthcoming 20th AGM and are eligible for re-appointment, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Messrs A. Vijay Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company pursuant to the provisions of Sections 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the retiring Statutory Auditors, to be appointed as Auditors of the Company to hold office from the conclusion of this 20th Annual General Meeting (AGM) till the conclusion of the 23rd Annual General Meeting of the Company to be held in the year 2018 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out of pocket expenses, as may be mutually agreed between the Managing Director of the Company and the Auditors. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment. Cost Auditors In compliance with the Central Government's order No.52/26/CAB-2010 dated June 30, 2011, the Board had Messrs S. S. MANI & Company, Cost Accountants (Firm Registration Number 000412) appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the products Surgical sutures and medical devices for the financial year ending March 31, 2015. However, both the partners of Messrs S. S. Mani & Co. have expired. We have now appointed Messrs Kalpana P. Mehta & Co. having Firm Registration No. 102813 as Cost Auditors. Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has recommended appointment of said cost auditor for the Financial Year 2014 ~ 2015. Secretarial Auditors Messrs H. S. Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for Financial Year 2014 ~ 2015, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The secretarial audit reports for Financial Year 2014 ~ 2015 forms the part of the Annual Report as Annexure A of the Director's Report. The Board has appointed Messrs H. S. Associates, Company Secretaries, as Secretarial Auditor of the Company for Financial Year 2015 ~ 2016. Company is in the process of appointing a Company Secretary as required pursuant to provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014. Corporate Governance Code A separate report on Corporate Governance is enclosed as a part of this Annual Report. Certificate of Messrs A. Vijay Kumar & Co., regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith. Management discussion and analysis Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Your Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants & the Internal Complaints Committee, whilst dealing with issues related to sexual harassment at the workplace towards any women employees. All women employees (permanent, temporary, contractual & trainees) are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological. During the year under review, the Internal Complaints Committee has not received any complaint pertaining to sexual harassment. Conservation to energy, technology absorption, foreign exchange earnings & outgo The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure B to the Director's Report. Your Company continuous to focus on research and development activities towards the upgradation of technology, development, testing and certification of atraumatic needles and sutures for conformity to new Indian / International standards and export market. The Company has installed new machinery designed to its special requirements and has been able to save in cost of production and also manufacture products to various surgeons specifications. Besides development work for several new product codes for exports has been undertaken. Emphasis on new product codes development and process improvement will continue to be the priority areas of our research and development activity, enhancement in quality and service to our customer. Extract of Annual Return An extract of the Annual return has been annexed as Annexure C to the Director's Report in compliance with Section 92 of the Companies Act, 2013 read with applicable Rules made there under. Internal Control Systems and their Adequacy The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. Messers Vora and Associates, Chartered Accountants, are appointed with scope of the Internal Audit (IA) duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures. Whistle Blower Policy / Vigil mechanism The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance to code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. Audit Committee The Audit Committee is constituted in line with the regulatory requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Director's Report. Nomination and Remuneration Committee The Nomination & Remuneration Committee is constituted in line with the regulatory requirements of Section 178 of the Companies Act, 2013 & Clause 49 of the Listing Agreement. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Director's Report. Other Matters The officials of the Company have been falsely implicated vide a First Information Report filed on January 2, 2012 at the Anti-Corruption Branch, Delhi. The officials of the Company are cooperating with investigations. People and Safety CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the Company were cordial throughout the business year under review. Environment and safety The Company accords the highest priority for maintaining safety standards and a pollution-free environment. Transfer to reserves We have transferred Rs.191.50 Lakhs to the General Reserves, which constitute 100% of the net profits of the Company. Transfer of Unpaid and Unclaimed Amounts to IEPF Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. Since no dividend has been paid this Section is not applicable to our company. Subsidiaries and Joint ventures The Company has no subsidiary and not entered in joint ventures. Employee Stock Option Plan (ESOP) The Company does not have an Employee Stock Option Plan ('ESOP'). Research and Development The Company's research & development activities continue to be directed towards up gradation of technology and development of new product codes and packaging lines. Your Company's commitment is to meet and exceed those expectations. Credit Ratings CRISIL continued to reaffirm their rating of "BBB / Stable" and "A3+", for various banking facilities throughout the year enabling your Company to avail facilities from bank(s) at attractive rates indicating a very strong degree of safety for timely payment of financial obligations. ISO 9001 : 2008 Certification Our Company is ISO 9001:2008 certified and the stringent ISO 9001:2008 system means effective control over every step to achieve true Quality Assurance for our products. Statutory Disclosures Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement. None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Acknowledgments Your Directors would like to express their appreciation for the assistance and co-operation received from the Food and Drugs Administration, Banks, Government Authorities, Surgeons, Hospitals, Nursing homes, the committed services by our Executives, Staff and Employees, to the members of the Board for their guidance who contributed to the success of our Company. 2015 By Order of the Board of Directors For Centenial surgical suture ltd. Sd/- Vijay MAJREKAR Managing Director DIN : 00804808 Place of Signature : Mumbai, Maharashtra Date : August 13, Registered Office: F-29, MIDC, Murbad, Thane 421401. Maharashtra. Corporate Identification Number: L99999MH1995PLC089759 Email: admin @centenialindia.com Website : www.centenialindia.com Tel: (2524) 222905 / Fax : (2524) 222872 |