DIRECTOR'S REPORT TO, THE MEMBERS CENTRON INDUSTRIAL ALLIANCE LIMITED Your Board of Directors has immense pleasure in presenting the 63rd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2015. Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in this Board's Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company. 1.2 WORKING PERFORMANCE REVIEW: Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross Revenue from operations has decreased as compared to the previous year. The profit after tax for the current year has increased as comparison to the previous year. Directors of the company are of the view that the performance of the company would further improve in the next financial year. 1.3 CHANGES IN NATURE OF BUSINESS There is no change in the nature of business of the Company during the financial year 2014-15. 1.4 SHARE CAPITAL: The paid up equity capital as on March 31, 2015 was Rs. 99600000. During the year under review, the Company has not issued shares to its shareholders. Further that none of the directors were holding convertible instruments as on date. 1.5 REVISION IN FINANCIAL STATEMENTS In terms of section 131 of the Companies Act, 2013, the Financial Statements and Board's Report are in compliance with the provisions of section 129 or section 134 of the act and that no revision has been made during any of the three preceding financial years. 2. RESERVES: No amount has been proposed by the Board to carry to any reserves. 3. DIVIDEND: To conserve the resources of the Company, to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend any dividend for the year. 4. DEPOSITS: The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year. 5. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR UPTO THE DATE OF THIS REPORT: No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report. 6. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES: As per the Companies Act, 2013 and as on date the company is neither having any Subsidiary Company u/s 2(87) noranyAssociate Company u/s 2(6) and hence, do not call for any disclosure underthis head 7. EXTRACT OF THE ANNUAL RETURN: In compliance with section 92(3), section 134 (3) (a) and rule 11 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return in Form No. MGT-9 which is annexed as ANNEXURE I with this report and shall form part of the Board's report. 8. BOARD AND COMMITTEE MEETINGS: During the years under review various meetings of the Board of Directors and Committees was held for various purposes which is in compliance with the Companies Act, 2013 and Listing Agreement entered into by the Company with Stock Exchange(s). Further the details of the various meetings of the Board and Committees are mentioned in the Report on Corporate Governance which is annexed as ANNEXURE II with this report and shall form part of the Board's report. 9. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31st, 2015: a) That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; b) That the Directors had, in consultation with the Statutory Auditors, 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 for the year ended March 31st, 2015 and the profit and loss Account of the Company for that period; c) That 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) That the Directors had prepared the annual accounts on a going concern basis; e) That the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively; and f) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. 10.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year under report Mr. A.G. Joshi, Director of the Company has resigned from the post of Director of the Company w.e.f. 30.05.2015. The Board thereby accepted his resignation was accepted by the Board on their meeting held on 30.05.2015 and places on record its appreciation for the contribution made by Mr. A.G. Joshi during his tenure as Director. Dr. Ulhas Gaoli, Director of the Company has resigned from the post of Director of the Company w.e.f. 14.08.2014. The Board thereby accepted his resignation was accepted by the Board on their meeting held on 14.08.2014 and places on record its appreciation for the contribution made by Dr. Ulhas Gaoli during his tenure as Director. Mr. Thakor Bhai Patel, Independent Director of the Company has resigned as a Director on August 14, 2015 due to his pre-occupancies. The Board thereby accepted his resignation w.e.f. August 14, 2015 and places on record its appreciation for the contribution made by Mr. Thakor Bhai Patel during his tenure as Director.0 Mrs. Shobha Prakashchandra Garg, Additional Women Director of the Company will hold office upto the forthcoming annual general meeting and she is eligible for appointment by the mergers in the AGM . Mr.Ravindra Hetawal, Additional Independent director of the Company will hold office upto the forthcoming annual general meeting and he is eligible for appointment by the members in the AGM. All the intimations pertaining to the appointments and resignations made during the year has been given to Stock Exchange (s) where the shares of the Company are listed and also the relevant records are duly updated with the Registrar of Companies, , wherever required. 10.2 DECLARATION OF DIRECTORS: As per the declaration received in Form 'DIR-8' pursuant to section 164(2) of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, none of the Directors of the Company is disqualified from being appointment as Directors. 11.1 APPOINTMENT/RE-APPOINTMENT OF INDEPENDENT DIRECTORS: All the Independent Directors are well appointed in the Board of the Company in compliance with the Companies Act, 2013 and Listing Agreement entered into by the Company with Stock Exchange(s). Further that all independent directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. 11.2 DECLARATION BY INDEPENDENT DIRECTORS: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence under sub-section (6) of section 149 of the Act and Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges. 11.3 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS: The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for Independent Directors with aforesaid officials to better understand the business and operation of the Company. As part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where officials of various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at <http://> www.centroalliance.com 11.4 SEPARATE MEETING OF INDEPENDENT DIRECTORS: As mandated by Clause VII of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held. 11.5 EVALUATION BY INDEPENDENT DIRECTORS: The Independent Directors in their meeting has reviewed the performance of Non-Independent directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of Executive Directors and Non-Executive Directors. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down under Nomination, Remuneration and Evaluation Policy given in the Report on Corporate Governance which is annexed as ANNEXURE II with this report and shall form part of the Board's report. 12. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE: The Board of Directors of your Company had presently re-constituted the Nomination and Remuneration Committee and Stakeholders Relationship Committee with the requisite terms of reference as required under Section 178 of the Companies Act, 2013 and other applicable provisions thereof in place of existing Remuneration Committee and Shareholder Grievance Committee respectively. The constitutions of the said committees are as under: 13. DISCLOSURE IN TERMS OF NOMINATION AND REMUNERATION POLICY: The Board of Directors of your Company had presently re-constituted the Nomination and Remuneration Committee with the requisite terms of reference as required under section 178 of the Companies Act, 2013 and other applicable provisions thereof in place of existing Remuneration Committee. The said Committee framed, adopted and recommended the "Nomination, Remuneration & Evaluation Policy" and the said policy has been approved by the Board. The Details of the Nomination and Remuneration Committee and the said Policy given in the Report on Corporate Governance which is annexed as ANNEXURE II with this report and shall form part of the Board's report. 14.1 AUDITORS: (I) Statutory Auditors: M/s S. Jain Bohra & Company, Chartered Accountants, and Statutory Auditor of the Company has resigned w.e.f. 14.08.2015. and accordingly as per the recommendation of Audit Committee and Nomination& Remuneration Committee your Board of Directors had appointed M/s S.N. Kabra & Company, Chartered Accountants, and auditors of the Company w.e.f.14.08.2015 to conduct audit of the Company for a term of 5(Five) years.. Further to inform, that the auditors have also confirmed that they hold a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India. Proposal for their appointment have been included in the Notice of Annual General Meeting for your approval. (ii) Cost Auditors: The Central Government has not directed an audit of cost accounts maintained by the Company in respect of trading business. (iii)Secretarial Auditor: 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 Deepak Patil & Company, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. 14.2 AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark further, in Form No. MR-3 Secretarial Audit Report is annexed as ANNEXURE V with this report and shall form part of the Board's report. 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: The company has not provided any loan to entity covered under section 186 of the Companies Act, 2013. The details of the investments made by company are given in the note 8 notes Insert note numberto the financial statements. 16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: There were no related party transactions during the year under review. The company has adopted a Policy on Related Party Transaction which is available on the website of the Company i.e. <http://> www.centroalliance.com 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO: Since the Company has not carried out any activities within the purview of Section 134(3)(m) of the Companies Act, 2013 read with the Companies(Accounts) Rules, 2014, the information may be treated as NIL. 18. BUSINESS RISK MANAGEMENT: Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee consisting of three (3) directors under the chairmanship of Independent Director. The details of the committee and Risk Management Policy are set out in the Report on Corporate Governance which is annexed as ANNEXURE II with this report and shall form part of the Board's report. 19. CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions of section 135 is not applicable this year as the profit of the financial year 2014-15 does'nt crossed the threshold limit as prescribed under sub-section (1) of the said section. 20. FORMAL ANNUAL EVALUATION: Pursuant to section 134 (3) (p) of Companies Act 2013 and Rule 8(4) of Companies (Accounts) Rules, 2014 and clause 49 (iv) (b) of listing agreement, the Board has Carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down in the Corporate Governance Report, which form part of this report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: During the year no significant and material orders has been passed by the Regulators or Courts. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition. Moreover, the audit committee of the Company regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the CEO/ CFO, wherever they are appointed, has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies. AUDIT COMMITTEE: 24. DISCLOSURE IN TERMS OF VIGIL MECHANISM: The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013. Details of the Policy is given in the Report on Corporate Governance which is annexed as ANNEXURE II with this report and shall form part of the Board's report and the said policy has already been uploaded on the website of the company i.e., <http://> www.centroalliance.com 25. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING AND SUBSIDIARY: During the year under review neither the Managing Director nor Whole-time Director is in receipt of commission from the company and also has not received any remuneration or commission from any holding or subsidiary company of company u/s 197(14). 26. MANAGERIAL REMUNERATION: Disclosures Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 1. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year; During the year under review the Company has provided remuneration only to Shri Anoop Garg, Managing Director of the company i.e. Rs. 6,00,000/-. The company has only 13 (Thirteen) employees during the year including Ms. Megha Jain, Company Secretary and Mr. Dinesh Mundhra, Chief Executive Officer of the company and the total remuneration provided to them was Rs. 32,61,000/-. On the basis of remuneration provided to the director and employee the ratio of their remuneration comes as 1:5. 27. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS: The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year. 28. DETAILS OF SWEAT EQUITY SHARES: The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year. 29. DETAILS OF EMPLOYEES STOCK OPTION SCHEME: The company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year. 30. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED: The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year. 31. EMPLOYEES: During the year under review, none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence, do not call for any further details referred to in Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 32. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT: Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed as ANNEXURE II and ANNEXURE III respectively with this report and shall form part of the Board's report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed as ANNEXURE IV 33. PAYMENT OF LISTING FEES: Annual listing fee for the year 2015-16 will be paid by the Company to BSE. 34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Board of Directors of the Company has approved and adopted the "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines. Present composition of the committee is as follows: 35. PAYMENT OF DEPOSITORY FEES: Annual Custody/Issuer fee for the year 2015-16 will be paid by the Company to NSDL and CDSL on receipt of the invoices. 36. DEMAT STATUS: The company's shares are presently held in both electronic and physical modes. 37. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: The Company neither has any Subsidiary Company nor any Associate company nor any Joint Venture as on date of this report. Further to inform, that Neither any of such companies became nor ceased to be as such during the year under review. 38. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND(IEPF): As per the provisions of section 125 of the Companies Act, 2013 and as per rule 3 of the Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001, No amount is pending to be transferred to IEPF . 39. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations. 40. ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation for and gratitude to the Kotak Mahindra Bank Ltd. And Axis Bank Ltd. for their valuable support and co-operation. Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders, investors, employees and workers of the company which had always been a source of stfength for the Company. For and on behalf of the Board of Directors sd/-(Anand Pratap Singh) Director Place: Mumbai Dated : 14th August, 2015 |