To tHe MemBers,
Your Directors have pleasure in presentingthe 36th(Thirty-Sixth) Annual
Report on the business and operations of Century Extrusions Limitedand the Audited
Accounts, for the financial year ended 31st March 2024.
OVERVIEW OF COMPANY'S FINANCIAL AND OPERATIONAL PERFORMANCE
The Company reported a sales turnover in the financial year 2023-24 of
Rs. 37,510 lacs as against Rs. 37,201 lacs in the previous financial year, recording
increase of about 0.83% in the sales turnover of the Company
|
Year ended 31.03.2024 |
Year ended 31.03.2023 |
Revenue from operation (Gross) |
37510 |
37201 |
Profit/(Loss) before Exceptional Items and Tax |
1057 |
1011 |
Exceptional Items |
(32) |
147 |
Profit/(Loss) before Tax |
1089 |
864 |
Tax Expenses |
344 |
267 |
Profit After Tax |
745 |
597 |
Other Comprehensive Income/(Loss) for the year |
45 |
(6) |
Total Income for the year |
790 |
591 |
The financial statements for the year ended 31st March 2024 havebeen
prepared in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (IndAS) specified under section 133 of the
CompaniesAct, 2013 ("the Act") read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended.
DIVIDEND AND RESERVE
In view of meeting the capital requirement, and for growth of the
Company,the Company isretaining its earningsin the business. Therefore, no dividend is
being recommended by the Board of Directors of the Company.
Further, there is no statutory obligation on the Company to transfer a
certain portion of its distributable profits for the year to General Reserve, the entire
profits is proposed to be re-invested back into the company for growth purposes.
MANUFACTURING
Production of Aluminium Extrusions products during the financial year
2023-24 increase to13,674 MT as compared to 12,686 MT in the previous financial year
2022-23.
SHARE CAPITAL
Your Company's has not issued and allotted any shares during the
financial year 2023-24. As on 31st March, 2024, 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 sharecapital 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.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Regulation 34 of the SEBI Listing Regulations,
aseparate section on the Management Discussion and Analysis, asapproved by the Board of
Directors, which includes details on thestate of affairs of the Company is given in
(Annexure-1), which isannexed hereto and forms a part of the Board's Report.
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 is engaged and empowered to excel.
We are well focused to maintain positive workplace environment, which
provides long lasting and fruitful career to our employee.
Your Company believes that targets can only be reached with efforts
from all its employees called Century team. Your 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 is committed to maintain the highest standard of Corporate
Governance and bound to the Corporate Governance principles set out by the SEBI. The
report on Corporate Governance for financial year ended March 31,2024 as prescribed under
Regulation 34 (3) read with Schedule V of the SEBI (LODR) Regulations, 2015 forms part of
this Annual Report.A Certificate from the Company's Auditor Confirming compliance of the
Corporate Governance is annexed to the Corporate Governance Report which is a part of
Annual Report as Annexure-2.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board met four times i.e. on 30.05.2023, 11.08.2023, 09.11.2023 and
13.02.2024 during the financial year 2023-24. 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 consist of Six board members which include
Non-Executive-IndependentDirector, Non-Executive-Non-Independent Directorand 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 and no change in the Key Managerial Personnel of the Company.
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.
DECLARATION BY INDEPENDENT DIRECTORS
? 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 read with Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
? The Board have taken on record thesedeclarations after undertaking
the due assessment of the veracityof the same.
DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
ANDEMPLOYEES
Disclosure pertaining to remuneration and other details asrequired
under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) ofthe Companies (Appointment
and Remuneration of
Managerial Personnel) Rules, 2014 is marked as Annexure-3', which
is annexed hereto and forms a part
of the Boards' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act, the Directors, to the bestof
their knowledge and belief, confirm:
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation if any 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, 2024 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.
COMMITTEES OF THE BOARD
Currently, the Board has four committees: Audit Committee,Nomination
and Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social Responsibility
Committee. A detailed note on the composition of the Board and its committees is provided
in the Corporate Governance Report section of this Report.
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 FY2023-24 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 FY2023-24 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 2023-24 forming part of
this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Company's commitment to create significant and sustainable societal
value is manifest in its Corporate Social Responsibility (CSR)initiatives and its
sustainability priorities are deeply intertwined with its business imperatives. In
accordance with Section 135 of theAct and the rules made thereunder, the Company has
formulated a Corporate Social Responsibility Policy, a brief outline of which,along with
the required disclosures, is given in Annexure-4', whichis annexed hereto and forms
a part of the Board's Report.
The Company has undertaken the CSR initiatives in the fields of
promoting education, eradicating hunger, and malnutrition and community development
therebyhelping in the upliftment of the underprivileged and disadvantagedsections of the
society.
All the CSR activities fall within the purviewof Schedule VII of the
Act read with the Companies (CorporateSocial Responsibility Policy) Rules, 2014.
The detail of the CSR Policy is also posted on the Company's websiteand
may be accessed at the link: https://www.centuryextrusions.com/various-policies
The Company continues to do its best to support its communitesduring
the current situation.
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.
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. 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.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in
Form AOC-2 is not required. Further, there are no materially significant Related Party
Transactions during the year under review made by the Company with its Promoters,
Directors, Key Managerial Personnel or other designated persons, which may have a
potential conflict with the interest of the Company at large.All Related Party
Transactions are placed before the Audit Committee for approval. Policy on Related Party
Transactions is uploaded on the Company's website at the web link:
https://www.centuryextrusions.com/various-policies
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) of the Act and SEBI
Listing Regulations, the Company has framed a Whistle Blower Policy / Vigil Mechanism for
Directors, employees and stakeholders for reporting genuine concerns about any instance
ofany irregularity, unethical practice and/or misconduct. Besides, asper the requirement
of Clause 6 of Regulation 9A of SEBI (Prohibitionof Insider Trading) Regulations as
amended by SEBI (Prohibition ofInsider Trading) (Amendment) Regulations, 2018, the Company
ensures to make employees aware of such Whistle -Blower Policy toreport instances of leak
of unpublished price sensitive information.
The Vigil Mechanism provides for adequate safeguards
againstvictimization of Directors or Employees or any other person who avail the mechanism
and also provide direct access to the Chairperson ofthe Audit Committee. The details of
the Vigil Mechanism / WhistleBlower Policy are also posted on the Company's website and
maybe accessed at the link: https://www.centuryextrusions.com/various- policies
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
2023-24.
STATUTORYAUDITORS
Pursuant to the provisions of Section 139 of the Act, read withthe
Companies (Audit and Auditors) Rules,
2014 and pursuant tothe recommendation made by the Audit Committee to
the Boardof Directors of the Company, the Members of the Company at its Thirty Fourth
(34th) Annual General Meeting (AGM) held on 12thAugust, 2022 approved the appointment of
M/s. ALPS & Co., Chartered Accountant, (FRN - 313132E) Kolkata, as the Statutory
Auditors of the Company, for an initial term of five consecutiveyears, i.e. from the
conclusion of the 34th AGM held in the year 2022 till the conclusionof the 39th AGM of the
Company to be held in the year 2027,subject to the ratification of their appointment by
the Members atevery AGM of the Company. The requirement to place the matterrelating to
appointment of Auditors for ratification by Members atevery AGM has been done away by the
Companies (Amendment) Act 201 7 w.e.f. 7th May, 2018. Accordingly, no resolution is
beingproposed for ratification of appointment of Statutory Auditors atthe ensuing AGM and
a note in respect of same has been includedin the Notice of the AGM.
The Report given by M/s. ALPS & Co., Chartered Accountant, (FRN -
313132E) Kolkata, on the financial statements of the Company for the year 2023-24 is
annexed hereto and forms a part ofthe Annual Report.
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, 2024.
QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS
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, 2024.
COST AUDIT AND 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 2024-25, 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 AUDITORS AND SECRETARIAL STANDARDS
The Secretarial Audit was carried out by Ms.Shruti Agarwal, Company
Secretaries (ICSI Membership No. ACS 38797, C.P. No. 14602) for the financial year ended
on 31st March, 2024.
The Report given by the Secretarial Auditors is marked as (Annexure-5)
and forms a part of the Board's Report. The Secretarial AuditReport is self-explanatory
and do not call for any further comments.
The Secretarial Audit Report does not contain any
qualification,reservation, adverse remark or disclaimer. During the year underreview, the
Secretarial Auditors had not reported any matter underSection 143 (12) of the Act,
therefore no detail is required to bedisclosed under Section 134 (3)(ca) of the Act.
During the Financial Year, your Company has complied with theapplicable
Secretarial Standards issued by the Institute of CompanySecretaries of India.
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 and shareholders which
have mandatory application during the year under review.
EXTRACT OF ANNUAL RETURN (MGT-9)
Company Annual Return Pursuant to the amendments to Section 134(3)(a)
and Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended
March 31,2024, is available on the Company's website and can be accessed at the following
link:https://www.centuryextrusions.com/shareholder-reference
LEGAL ORDERS
There are no Significant/material orders of Courts/ tribunal/regulation
affecting the Company's going concern status.
PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS
Details of Loans, Guarantees and Investments are given in the notes to
the financial statements. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the
business of the Company. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
During the year under review, the Company has no Subsidiary, Joint
Venture of Associate.
PUBLIC DEPOSITS
The Company does not have any Public Deposits under Chapter V of the
Act and has repaid all Public Deposits that matured and were claimed by the depositors
under the earlier Public Deposit Schemes. There is no outstanding balance as on 31stMarch
2024.
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).
GREEN INITIATIVES
As a responsible corporate citizen, the Company supports theGreen
Initiative' undertaken by the Ministry of Corporate Affairs,Government of India, enabling
electronic delivery of documentsincluding the Annual Report etc. to Members at their
e-mailaddresses previously registered with the DPs and RTAs.
To support the Green Initiative', Members who have not
registeredtheir email addresses are requested to register the same with theCompany's
Registrar and Share Transfer Agent/Depositories forreceiving all communications, including
Annual Report, Notices,Circulars, etc., from the Company electronically.
Pursuant to the MCA Circulars and SEBI Circular, the Notice of the36th
AGM and the Annual Report of the Company for the financial year ended 31st March, 2024
including therein the Audited Financial SStatements for the year 2023-2024, are being sent
only by email to the Members. A newspaper advertisement in this regard has also been
published.
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 securities
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 |
|
Sd/- |
|
Vikram Jhunjhunwala |
Place: Kolkata |
Chairman & Managing Director |
Date: 30.05.2024 |
DIN:00169833 |