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Directors Report of Cenlub Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors present their Twenty -third Annual Report together with audited financial statements of the Company for the year ended on 31st March, 2015.

Financial Results : (Rs. in Lacs)

Particulars Consolidated

April 2014 April 2013 -March 2015 -March 2014

Revenue from operations (including other income) 3033.94 2606.90

Less expenses:

Cost of goods sold 1692.22 1480.05

Employee benefits expenses 530.46 434.50

Finance cost 201.42 197.78

Depreciation 40.47 40.48

Other expenses 393.42 412.92

Total expenses 2857.99 2565.73

Profit before exceptional extraordinary items and tax 175.95 41.17

Extraordinary items 0 0

Tax expense 57.41 12.88

Profit for the years from continuing operations 118.54 28.29

Minority interest 0 0

Profit after minority interest 0 0

Particulars Standalone

April 2014 April 2013 -March 2015 -March 2014

Revenue from operations (including other income) 3033.83 2606.55

Less expenses:

Cost of goods sold 1692.22 1477.04

Employee benefits expenses 530.46 434.50

Finance cost 201.42 197.78

Depreciation 40.47 35.62

Other expenses 393.03 420.84

Total expenses 2857.60 2565.78

Profit before exceptional extraordinary items and tax 176.23 40.77

Extraordinary items 0 0

Tax expense 57.41 12.81

Profit for the years from continuing operations 118.82 27.96

Minority interest 0 0

Profit after minority interest 0 0

Share capital

The paid up equity share capital as on 31 March 2015 was 4.12 Crore

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

Operations

Detailed information on the operations of the Company are covered in the Management Discussion and Analysis Report.

Extract of Annual Return

The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure "A" to this report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2014-15, 10(Ten) Board Meetings were held. The details of which are given in Corporate Governance Report. Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5)of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there were no 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 as at March 31,2015 and of the profit 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.

Nomination And Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration policy is annexed herewith as Annexure "B" to this report.

Particulars of Loans And Guarantees And Investments:

Particulars of loans, Guarantees and Investments covered under of Section 186 of the Companies Act, 2013, are given in the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business.

The policy on Related Party Transaction as approved by the Board has been displayed on the Company's website.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure "C" to this report. Related Party disclosures as per AS-18 have been provided in Note-28 to the financial statement.

Dividend

Due to decrease in the cash accruals, there is an increased pressure on the cash flows in the financial year under review. The Board of Directors feels appropriate not to recommend any dividend for the financial year 2014-15.

State of Company's Affairs

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure "D" to this report.

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

The Company has set-up a Finance and Risk Management Committee to review the risks faced by the Company and monitor the development and deployment of risk mitigation action plans. The Committee reports to the Board of Directors and the Audit Committee who provide oversight for the entire risk management framework in the Company.

Accordingly, this year as well, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Dinesh Kaushal (Chairman), Mr. K.G.Gupta, Mr. and Mr. Ankur Garg. All the recommendations made by the Audit Committee were deliberated and accepted by the Board.

BOARD EVALUTION

The Board of Directors evaluated the annual performance of the Board as a whole, its Committees and the Directors individually in accordance with the provisions of the Companies Act,2013 and Clause 49 of the Listing Agreement in the following manner :-

I. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committees and each Director were provided to all the members of the Board.

II. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

III. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board /Committee/Individual Director and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned Director on areas of improvement if any.

A separate meeting of Independent Directors was held on 31st December, 2014 to evaluate theperformance evaluation of the Chairman of the meeting of Board of Directors (as there is no Chairman of the Board), The Non Independent Directors, the board and flow of information from management.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS

In terms of provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Virendra Kumar Gupta (DIN: 00006464) and Mr. Ashok Kumar Agarwal (DIN: 000065412), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

On the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. K. G. Gupta who was appointed as Additional Director from November 13, 2014, Mr. Hakikat Singh , as Independent Non-executive Director of the company up to September 11, 2014 when he ceased to be the Director of the Company due to his death .

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013 during the year.

Internal Financial Control System

The company has comprehensive and adequate internal financial controls system for all major processes including financial statement to ensure reliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effective review. It also ensure proper safeguarding of assets across the company and its economical use. The internal financial controls system of the company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modification based on the requirement. The company has an internal audit function, which is empowered to examine the adequacy and compliance with policies, plans, statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. The scope of internal Audit is well defined and documented and the audit committee reviews the observations of the Internal Audit critically. The composition and working of the audit committee forms part of the Corporate Governance Report.

INFORMATION ON REMUNERATION

Information as per the provisions of Section 197(12) of the Companies Act,2013 read with Rule 5(1),5(2) and 5(3) of the Companies ( Appointment and Remuneration of Managerial Personal) Rules,2014 are annexed as Annexure-E to this report.

VIGIL MECHANISM

The Company has in place Whistle Blower Policy, wherein the Employees/Directors/Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company's Code of Conduct.

1. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has detected one transaction of fraud being carried by Mr. Gulab Singh, Manager HR & Administrator, who by his fraudulent act has cheated the company by sum of Rs. 32,97,254-. The company has also taken appropriate action against him and FIR in this respect has also been made with jurisdiction police station. The Whistle Blower Policy of the Company has been displayed on the Company's website www.cenlub.in

AUDITORS

a) Statutory Auditors

At the Twenty- Second Annual General Meeting of the company held on 27th September,2014, M/s.Satish Singla & Co.,Chartered Accountants (Firm Registration No.000882N)have been re-appointed as the Statuary Auditors of the company to hold office (subject to ratification by shareholders at every Annual General Meeting).

The Company has received consent from M/s.Satish Singla & Co.,Chartered Accountants, Auditors of the Company and confirmation regarding their eligibility to continue as Statuary Auditors of the Company .

Your Directors request you to ratify the appointment of M/s.Satish Singla & Co.,Chartered Accountants (Firm Registration No.000882N) as Statutory Auditors of the Company at the ensuing Twenty-third Annual General Meeting and to fix their remuneration. The report by Auditors is self -explanatory.

b) Cost Auditors

The Company was not required to appoint Cost Auditors for the financial year 2014-15 under the provisions of Section 148 of the Companies Act,2013 and rules made there under.

c) Secretarial Audit

M/s. Shreyansh Jain & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as 'Annexure F' and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

A separate statement containing the salient features of financial statements of subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report.

The financial performance of each of the subsidiaries in the consolidated financial statements of your Company is set out in the Report. Additional details of the performance and operations of the subsidiaries along with details of the acquisitions and investments made by your Company and its subsidiaries during the financial year in the Management Discussion and Analysis which also forms part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of Sexual Harassment In accordance with the requirements of the Sexual Harassm ent of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment .All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2014-15.

ACKNOWLEDGEMENT

Your Directors acknowledge and thank the Company's customers, shareholders, vendors ,state government authorities, business associates , banks and financial institutions for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of your Company.

Faridabad For and on Behalf of the Board of Directors 13th August 2015

V.K.Gupta V.K.Mittal Director Managing Director DIN 00006461 DIN 00006398


Mar 31, 2013

Dear Members

The are delighted to present the report on our business and operations for the year ended on March 31, 2013.

1. Financial Results : (Rs. in Lacs)

Particulars Consolidated Stand Alone April 2012 April 2011 April 2012 April 2011 -March 2013 -March 2012 -March 2013 -March 2012

Net Sales 3303.92 3558.37 3302.90 3558.45

Other Income 63.43 64.13 63.43 64.13

Operating Profit before Finance cost, Depreciation, Ta x and Extraordinary items 499.24 401.66 492.53 399.06

Less: Depreciation and amortization expenses finance Costs 176.52 30.78 167.42 28.09

Profit before tax and Extraordinary items 322.72 370.88 325.11 370.97

Less: Tax 100.83 116.47 100.83 116.05

Profit (Loss) after Tax 221.89 254.41 224.28 254.91

Add: Balance brought forward 721.25 595.72 721.98 595.95

Total available for appropriation 943.14 850.13 946.26 850.87

Less: Provision for earlier Year(Leave Encashment) 0 9.17 0 9.17

Proposed Dividend 0 103.00 0 103.00

Corporate Dividend Tax 0 16.71 0 16.71

Balance carried forward 943.14 721.25 946.26 721.99

Finance

During the financial year under review, the net turnover is lower by about 7.17% as compared to corresponding previous financial year. Your Company has ended the financial year with a profit after tax of Rs.224.28Lacs in the current financial year against the last year profit of Rs. 254.91.

MARKET SCENARIO

The current market scenario is not favorable to Machine Tool Lubrication , Power Plants, Steel Plants and Refineries. Industry as well as due to general slow down in Indian and Global economy coupled with policies of Government. However, is continuing to develop new high value grades of the needs of domestic as well as international markets.

Dividend

The Board of Directors of the Company has considered to skip the Dividend for the Year .

Subsidiary Companies:

Your Company has 1 subsidiaries at the end of the year which are as follows:

Ganpati Handtex Pvt. Ltd

In terms of the general exemption granted by the Ministry of Corporate Affairs, vide General circular no.2/2011,dated 8th February,2011, Annual Reports of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2013.

Accordingly, the annual report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the Listing Agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICA).

Further the Company hereby undertakes that the Annual Reports of the Subsidiary companies will be made available to the shareholders of holding company on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Company''s registered office and that of the respective subsidiary concerned.

Fixed Deposits

During the year under review, your Company has not accepted any deposits, from Public under Section 58A of Companies Act,1956..

Corporate Governance

As per clause 49 of the Listing Agreements entered into with the stock exchange, corporate governance Report with Auditors'' Certificate thereon and a Management discussion and analysis Report are attached and form part of this Report.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo.

The particulars as prescribed under sub-section(1)(e) of section 217 of the Companies Act, 1956, read with the Companies(Disclosure of particulars in the report of the Board of Directors) Rules,1988, are provided in the Annexure to this Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956,read with the Companies(Particulars of Employees) Rules,1975 as amended, the names and other particulars of the employees are required to be set out in the Directors Report . Having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Compliance Officer at the registered office of the Company.

Directors

Ansh Mittal and Dinesh Kaushal, Directors of the company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Directors Responsibility Statement

(as required under Section 217 (2AA) of the Companies Act, 1956)

Pursuant to the requirement of Section 217(2AA) of the Act, and based on the representations received from the operating management, the

Directors hereby confirm that:

(i) In the preparation of the annual accounts for the financial year 2012-13, the applicable accounting standards have been followed and there are no material departures; (ii) They have selected such accounting policies and applied them consistency 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 of the company for the financial year;

(iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared annual accounts on a going concern basis. Auditors

M/s. Satish Singla & Co. Chartered Accountants, who are the statutory auditors of the company, hold office, in accordance with the provisions of the Act till the conclusion of the forthcoming annual general meeting and are eligible for reappointment, M/s. Satish Singla & Co. Chartered Accountants, has sought the re-appointment and has confirmed that their re-appointment if made shall be within the limits of section 224(1B) of the companies Act,1956.The audit committee and the board of directors recommended the re-appointment of M/s . Satish Singla & Co. Chartered Accountants, as the Auditors of the company for the fiscal year ending on March,2014.

Cost Auditors

The Company has appointed M/s. H.TARA & Co. , practicing Cost Accountants, for conducting the cost audit for the Financial 2012-2013.

Acknowledgement

The directors thank the company''s customers, vendors ,investors and bankers for their continued support during the year. It is unflinching support and hard work put in by employees which made the growth of the company possible, The directors'' put sincere appreciation on record for employees. Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support. The Directors also thank the government and Semi Government agencies of Government of India and stage governments and approving agency for their support, and look forward to their continued support in the future.

For and on behalf of the Board

For Cenlub Industries Limited

Date: 14th August, 2013 Vijendra Kumar Mittal

Place :Faridabad Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 20th Annual Report and the Audited Accounts for the year ended March 31, 2012.

1 Summarized Financial Results: (Rs. In Lacs)

Particulars Consolidated Stand Alone

2011-12 2011-12 2010-11

Net Sales 3558.37 3558.45 2736.42

Other Income 64.13 64.13 25.13 Operating Profit before Finance cost, Depreciation,

IS x and Extraor denary Items 401.66 399.06 293.88

Less: Depredation and amortization expenses finance Gists 30.78 28.09 28.45

Profit before tax and Extraordinary Items 370.88 370.97 265.43

Less: Tax 116.47 116.05 87.32

Profit (Loss) after Tax 254.41 254.91 178.11

Add: Balance brought forward 595.72 595.95 537.55

Total available for appropriation 850.13 850.87 715.66

Less: Provision for earlier Year Leave Encashment) 9.17 9.17 0

Proposed Demand 103.00 103.00 0

Corporate Dividend Tax 16.71 16.71 16.71

Balance canted forward 721.25 721.99 595.95

2. Review of Operations

During the year under review, your company has achieved a turnover of Rs.3622.58Lacs against the last year turnover of Rs. 2761.55 Lacs an Increase of 31.18% over the corresponding figures of the last year. This year company has been able to achieve a before tax profit of Rs 370.97 lacs In the current financial year against the last year profit of Rs. 265.43 Lacs up by 39.76% over previous year.

The growth achieved by the company had been due to the better economic conditions, improved cordial Industrial relationships in the company. Your Directors are hopeful that In the current financial year, company will achieve higher growth accompanied with better results.

1 Dividend

The Board of Directors have recommended dividend of Rs.2.50/- (25%) per equity share for the year ended March 31, 2012.

4. Subsidiary Companies:

Your Company has 1 subsidiaries at the end of the year which are as follows:

1. Gan patt Handtex Pvt. Ltd

In terms of the general exemption granted by the Ministry of Corporate Affairs, vide General circular no.2/20ligated 8th February,2011, Annual Reports of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2012.

Accordingly, the annual report of the Company contains the consolidated Audited financial statements prepared pursuant to clause 41 of the Listing Agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICA).

Further the Company hereby undertakes that the Annual Reports of the Subsidiary companies will be made available to the shareholders of holding company on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Company's registered office and that of the respective subsidiary concerned.

5. Fixed Deposits

During the year under review, your Company has not accepted any deposits, from Public under Section 58A of Companies Act, 1956.

6. Directors

In terms of the Articles of Association and second 255 & 256 of the Companies Act, 1956, Shil Vtrendra Kumar Gupta and Shri Ashok Kumar Agarwal retire by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment

7. Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act 2000, with respect to Director's Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the Accounts for the Financial Year ended 31st March,2012,the applicable accounting standards have been followed along with proper explanations relating to material departures

(II) The Directors have selected accounting polices In consultation with Statutory Auditors 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 of the Company for the year under review:

[III] The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records In accordance with the provisions of the Companies Act 1956. The directors have confirmed that there are adequate control & systems for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities.

(Iv) The directors have prepared the Annual accounts for the financial year ended 31st March 2012 on a going concern basis.

8. Statutory Auditors

M/s. Satish Slngla & Co. Chartered Accountants, retire at the Annual General Meeting and being eligible offer themselves for reappointment A letter has been received from them that reappointment, if made, will be in conformity with the provisions of section 224{1-B) of the Companies Ad,1956.

9. Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, the followings form part of this Annual Report : CO Managing Director's declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

- Management Discussion and Analysis;

(III) Report on the Corporate Governance;

(iv) Auditors' Certificate regarding compliance of conditions of Corporate Governance, report on Corporate Governance along with the certificate of compliance from the Auditors forms part of this report.

10. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956,read with the Companies(Particulars of Employees) Rules,1975 as amended, the names and other particulars of the employees forms part of this report as Annemarie. However, as permitted by Section 2l9(l)(b) (Iv) of the companies Act 1956 this annual report Is being sent to all shareholders exuding aforesaid information . Any member Interested in obtaining such particulars may write to Compliance Officer.

11. Acknowledgement

Your Directors express their sincere appreciation and thanks to the Customers, Suppliers, Bankers, Shareholders, Central and State Government for their valuable co-operation and assistance. Your Directors wish to place on record their appreciation for the contribution made by the employees at all level.

For and on behalf of the Board

For Cenlub Industries Limited

Date: 4th August 2012 Vljendra Kumar Mittal

Place :Faridabad Chairman & Managing Director


Mar 31, 2010

On behalf of the Board of Directors of your Company, it is my privilege to present the Eighteenth Directors Report on the business operations and financials of the Company for the Financial Year ended 31st March, 2010.

Financial Results :

The Companys performance for the Financial Year 2009-2010 vis-a-vis 2008-2009 is summarised as under :

Particulars 2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Sales & other Income 1842.88 1551.46

Profit (Loss) before Deprecation & tax 216.49 171.41

Depreciation 26.17 22.06

Profit (Loss) before Tax 190.32 149.35

Provision for tax :

a) Current Tax /Income Tax 61.50 50.34

b) Fringe Benefit Tax 3.50

c) Deferred Tax liability 7.59 0.56

d) Income Tax for earlier year 1.96 0.62

Profit (Loss) after Tax 119.27 94.33

Surplus/(Deficit Carried from last year 418.28 323.94

Retained profit /(Loss) carried forward

to the next year 537.55 418.28



Review of Operations

During the year under review, your company has achieved a turn over of Rs. 1842.88 Lacs against the last years turn over of Rs.1551.46 Lacs showing an impressive growth of 18.78%. This year company has been able to achieve a before tax profit of Rs 190.32 lacs in the current financial year against the last year profit of Rs. 149.35 Lacs .

The growth achieved by the company had been due to the better economic conditions, improved cordial industrial relationships in the company. Your Directors are hopeful that in the current financial year, company will achieve higher growth accompanied with better results.

Dividend

The Board of Directors of your company are of the opinion that in order to conserve resources, no dividend be recommended & resources be utilized for strengthening the operations of the company .

Deposits

The Company has not accepted any deposits, which come under the purview of Section 58A of the Companies Act, 1956.

Listing

The equity shares of the Company are listed with Bombay Stock Exchange Ltd . There are no arrears on account of payment of listing fees to the said Stock Exchange.

Particulars Of Employees

As required by Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975,a statement on information relating to employees has been given by way of Annexure-1 to this Report.

Corporate Governance

Your Company acknowledges its responsibility towards all stakeholders and recognizes the importance of good Corporate Governance towards establishing stakeholders confidence and improving investor protection.

A report on Corporate Governance pursuant to the provisions of Clause 49 of Listing Agreement supported by a Certificate given by the Statutory Auditors of the Company confirming compliance of conditions, form part of this Annual Report .

Management Discussion & Analysis

Management Discussion and Analysis Report covering issues relating to Industry structure, Opportunities, Challenges, Outlook and Performance etc. has been given separately and form part of this annual Report.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment)Act,2000,with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the Accounts for the Financial Year ended 31st March,2010,the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors have selected accounting policies in consultation with Statutory Auditors 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 of the Company for the year under review:

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956. The directors have confirmed that there are adequate control & systems for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,.

(iv) The directors have prepared the Annual accounts for the financial year ended 31st March 2010 on a going concern basis.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Directors

In terms of the Articles of Association and section 255& 256 of the Companies Act,1956, Shri Ansh Mittal, Shri Virendra Kumar Gupta & Shri Dinesh Kaushal retire by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Statutory Auditors

M/s. Satish Singla & Co. Chartered Accountants, retire at the Annual General Meeting and being eligible offer themselves for reappointment. A letter has been received from them that reappointment, if made , will be in conformity with the provisions of section 224(1-B) of the Companies Act,1956.

Internal Control System

The Company has well established and efficient Internal Control Systems under the assistance of M/s. Tayal & Co. Chartered Accountants, the Internal Auditors of the Company.

The Company has also well defined powers of various executives working at different levels within the Company.

The Report of Internal Audit on quarterly basis is subject to review and approval by Audit Committee of the Board and necessary directions are issued wherever necessary.

Industrial Relations

During the year under review, industrial relations in the company had been cordial at various levels & had improved significantly. Board of Directors of the company places on record that effective steps taken last year had brought in improved relationships.

Cash Flow Analysis

In compliance with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2010 is annexed hereto.

Acknowledgement

Your Directors express their sincere appreciation and thanks to the Customers, Suppliers, Bankers, Shareholders, Central and State Government for their valuable co-operation and assistance. Your Directors wish to place on record their appreciation for the contribution made by the employees at all level.

By Order Of The Board Of Directors

For Cenlub Industries Limited

Place : Faridabad VIJENDRA KUMAR MITTAL

Date : 24.07.2010 Chairman & Managing Director

 
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