Directors Report of Centenial Surgical Suture Ltd.
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in submitting the 21st Annual Report together with the audited accounts of the Company for the year financial year ended March 31, 2016.
Financial Performance
Financial Results of the Companyâs operation for the year under review are as follows:
Rs. in Lakhs
|
For the year ended March 31 |
2016 |
2015 |
|
Net Profit before Depreciation & Taxation |
304.62 |
373.19 |
|
Less : Depreciation |
67.55 |
83.08 |
|
Provision for Deferred Taxation |
0.00 |
0.00 |
|
Provision for Taxation / Written Off |
81.00 |
98.61 |
|
Net Profit/(Loss) |
156.07 |
191.50 |
|
Add : Balance from Last Year |
1579.39 |
1383.41 |
|
Prior Period Profit adjustments |
0.00 |
0.00 |
|
Less : Appropriation |
0.00 |
0.00 |
|
Transfer to Reserves Profit / (Loss) carried to Balance Sheet |
1735.46 |
1579.39 |
Your Company has been vigorously working to keep its customers abreast of technological advancements through revamp and up gradation of a traumatic needles so as to ensure better sustainability. Your Company is working on a range of new products and services to consistently exceed SURGEONS expectations. This year CENTENIAL also emphasized on training its employees in PRODUCT THINKING for better and newer ways of problem solving so as to foster a culture of innovation and substantial progress. We already have a capable organization with immense trust and loyalty of our customers. As we move ahead in our journey we may need swift adaptation and tough decisions, especially for evolving to a product portfolio that is more focused on innovation and value-engineering. As we look ahead, we see a year of continuing challenges but at the same time we are geared up to make the company more efficient, to take on the current and future competitive challenges. We are convinced that your support and cooperation will strengthen CENTENIAL. I would also like to express my appreciation to each of you, for your support and understanding as we move on into the new financial year with great hope. The year under review witnessed a lot of challenges with growing competition and changes in surgeonâs preference. Further details of operations are given in the management discussion and analysis report, which forms part of this report. I am also indebted to the Highly Educated Members of the Board for their guidance and to the Honest, Loyal and Committed Employees. Our values always guide us, and our history and heritage as a Company, in one word, stands for trust, service and high Quality. We have a brand name which stands for Quality, Reliability, Commitment and Integrity.
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 (âthe Actâ) 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 2015 ~ 2016 together with the Auditorâs Report form a part of this Annual Report.
Dividend
In order to conserve resources for the operating business, your Directors after due consideration of the financial accounts of the Company have not recommended any dividend to the equity shareholders.
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, 2016 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 Retire by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Anuradha Kashikar retires by rotation at the forthcoming Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.
Re-appointment of Managing Director
The current term of Shri Vijay Majrekar as the Managing Director of the Company expires on September 30, 2016. At the meeting held on August 11, 2016, the Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee, have approved his re-appointment for a further period of 03 (Three) years, terms of remuneration, etc., subject to the approval of the members of the Company and Central Government, if required. The necessary resolution for his re-appointment is being placed before the members for approval.
Independent Directorsâ Declaration
All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
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 (âthe Actâ) it is mandatory for every listed Company to appoint requisite number of âIndependent Directorsâ 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 fulfill the criteria as specified in Section 149 of the Companies Act, 2013 & the Rules made there under.
During the year under review, there is no change in the Board of Directors of the Company.
Brief profile of the Directors proposed to be appointed / re-appointed and other information as stipulated under Listing Regulations and Secretarial Standard 2 are part of the Notice attached to this Report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
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 2015 ~ 2016 met 05 (Five) times.
Committees on Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Committee of Directors (Stakeholdersâ Relationship Committee)
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, 2016.
(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 armsâ 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 - âAOC-2â.
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 21st Annual General Meeting (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 21st 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. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report.
Secretarial Auditors
Messrs H. S. Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for Financial Year 2015 ~ 2016, as required under Section 204 of the Companies Act, 2013 and rules there under. The secretarial audit reports for Financial Year 2015 ~ 2016 forms the part of the Annual Report as Annexure A of the Directorâs Report. The Board has appointed Messrs H. S. Associates, Company Secretaries, as Secretarial Auditor of the Company for Financial Year 2015 ~ 2016. The 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. There is no secretarial audit qualification for the year under review.
Corporate Governance Code
The Company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations & Disclosure Requirements) (LODR) Regulations, 2015 as the Paid up capital of the Company was below Rs.10.00 Crores and Net Worth was below Rs.25.00 Crores as on the last day of the previous financial year. As on March 31, 2016, the Companyâs Paid up Capital is of Rs.5,42,42,500.00 (Rupees Five Crores Forty Two Lakhs Forty Two Thousand Five Hundred Only) and Net worth is of Rs.22,77,88,955.00 (Rupees Twenty Two Crores Seventy Seven Lakhs Eighty Eight Thousand Nine Hundred Fifty Five only). Hence, compliance with Corporate Governance provisions as per SEBI (LODR) Regulations, 2015 are not applicable to the Company.
Management discussion and analysis
Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement up to November 30, 2015 and thereafter as per SEBI (LODR) Regulations, 2015 forms part of the Annual Report.
Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. An Internal Complaints Committee has been constituted to inquire into complaints of sexual harassment and recommend appropriate action. During the year under review, the Internal Complaints Committee has not received any complaint of 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 Directorâs Report. Your Company continuous to focus on research and development activities towards the up gradation of technology, development, testing and certification of a traumatic 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 Directorâs 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 Mahesh Chandra 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.
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 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 (âESOPâ).
Research and Development
The Companyâs research & development activities continue to be directed towards up gradation of technology and development of new product codes and packaging lines. Your Companyâs commitment is to meet and exceed those expectations.
Credit Ratings
CRISIL continued to reaffirm their rating of âBBB / Stableâ and âA3 â, 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 : 2015 Certification
Our Company is ISO 9001:2015 certified and the stringent ISO 9001:2015 system means effective control over every step to achieve true Quality Assurance for our products.
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.
By Order of the Board of Directors
For CENTENIAL SURGICAL SUTURE LTD
Sd/-
Vijay MAJREKAR
Place of Signature : Mumbai, Maharashtra Managing Director
Date : August 11, 2016 DIN : 00804808
Registered Office :
F-29, MIDC, Murbad, Thane 421401. Maharashtra.
Corporate Identification Number: L99999MH1995PLC089759
Email : [email protected]::: Website : www.centenialindia.com
Tel: (2524) 222905 / Fax : (2524) 222872
Mar 31, 2015
Dear Shareholders,
The 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 Performance
Financial Results of the Company's operation for the year under
review are as follows:
Rs. in Lakhs
For the year ended March 31 2015 2014
Net Profit before Depreciation & Taxation 373.19 329.51
Less : Depreciation 83.08 58.80
Provision for Deferred Taxation 0.00 (0.40)
Provision for Taxation / Written Off 98.61 91.60
Net Profit/(Loss) 191.50 179.12
Add : Balance from Last Year 1383.41 1204.30
Prior Period Profit adjustments 0.00 0.00
Less : Appropriation 0.00 0.00
Transfer to Reserves Profit / (Loss)
carried to Balance Sheet 1579.39 1383.41
The year under review witnessed a lot of challenges with growing
competition and changes in surgeon's preference. Further details of
operations are given in the management discussion and analysis report,
which forms part of this report. I am also indebted to the Highly
Educated Members of the Board for their guidance and to the Honest,
Loyal and Committed Employees. Our values always guide us, and our
history and heritage as a Company, in one word, stands for trust,
service and high Quality. We have a brand name which stands for
Quality, Reliability, Commitment and Integrity.
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 reappointment. 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 Â '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
reappointment, 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. AH 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 thereunder.
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.
By Order of the Board of Directors
For CeNTENIAL SURGICAL SUTURE LTD.
Sd/-
Vijay MAJREKAR
Place of Signature : Mumbai, Maharashtra Managing Director
Date : August 13, 2015 DIN : 00804808
Registered Office:
F-29, MIDC, Murbad, Thane 421401. Maharashtra.
Corporate Identification Number: L99999MH1995PLC089759
Email: [email protected] :::
Website : www.centenialindia.com
Tel: (2524) 222905 / Fax: (2524) 222872
Mar 31, 2013
To the Shareholders,
The Directors have pleasure in submitting the 18th Annual Report
together with the Audited Accounts of the Company for the year ended
March 31, 2013.
The financial year 2012 - 2013 under review was marked by a global
slowdown, extreme currency volatility, prominent and severe natural
disasters.
Financial Performance
Financial Results of the Company''s operation for the year under review
are as follows:
Rs.in Lakhs
For the year ended March 31 2013 2012
Net Profit before
Depreciation & Taxation 316.73 310.52
Less: Depreciation 57.58 58.76
Provision for Deferred Taxation (0.40) 0.00
Provision for Taxation / Written Off 101.78 100.87
Net Profit/(Loss) 157.37 150.89
Add : Balance from Last Year 1046.94 896.05
Prior Period Profit adjustments 0.00 0.00
Less: Appropriation 0.00 0.00
Transfer to Reserves Loss carried to 1204.30 1046.94
Balance Sheet
The year under review witnessed a lot of challenges with growing
competition and changes in surgeons/customers preference. Further
details of operations are given in the management discussion and
analysis report, which forms part of this report. During the Financial
Year 2013 - 2014, the Company will continue to focus on driving in its
established key growth brands. Your Company has always placed primacy
on Quality for growth and believes it will continue to stand them in
good stead.
CENTENIAL''s leadership team has demonstrated its capability and
strategic intent, and will continue to explore other growth
opportunities in alignment with our vision. We are confident about the
future and grateful for the goodwill and support of our Surgeons. We
take this opportunity to thank all the Surgeons for their continuing
support. I am also indebted to the Highly Educated Members of the
CENTENIAL Board for their guidance and to the Honest, Loyal and
Committed Employees.
Our values always guide us, and our history and heritage as a Company,
in one word, stands for trust, service and high Quality. Our demanding
standards of governance have set us apart, even more, now, and in the
future. Clearly, investors and employees will appreciate and learn to
value differentiate between organisations like ours that are ethical,
honest, well-governed and transparent, and others, for whom governance
is a platitude. This is a huge strength, built over time into our
genetic coding. It will always stand us in good stead. We are focusing
on building strong administrative and support functions and have
concurrently invested in systems for financial accounting, accurate
billing, objective legal system, strong human resources and excellent
Quality. We have a brand name which stands for Quality, Reliability,
Commitment and Integrity.
Operations
The Company registered sales of Rs.5408.74 lakhs in the financial year
ended March 31, 2013, clocking a growth of 3.06% over the corresponding
12 months period ended March 31, 2012. The results for the year show
net profit after tax of Rs.157.37 lakhs as compared to the net profit
after tax of Rs.150.89 lakhs. The earnings per share increased from
Rs.4.14 in 2011 ~ 2012 to Rs.4.31 in the year under review.
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, Committment, Sincerity, Hard Work required
to sustain this success. They have been an important part of the
journey of creating value leadership. We think our holy spirit and our
resolve are something, which cannot be replicated. This indeed is a
defining value.
ISO 9001: 2008 Certification
Your company is ISO 9001 : 2008 certified. The stringent ISO 9001 :
2008 system means effective control over every step to achieve true
quality assurance for our products.
Research and Development
The Company''s research & development activities continue to be directed
towards upgradation of technology and development of new product codes
and packaging lines. Your Company''s commitment is to meet and exceed
those expectations.
People and Safety
Your Company believes the most valuable asset of every company is its
human resource. 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.
Dividend
While placing on record their deep concern, the Directors decided that
in view of the inadequate profits it would not be possible to declare
dividend as there was a need to conserve the profits for better
financial health and need for working capital to the company. Your
Directors after careful consideration of the financial accounts of the
company have not recommended any dividend to the equity shareholders of
the company.
Directors
During the year, Shri Sunil C. Modi, Independent Non Executive Director
of the Company since June 10, 2010, a Bachelor of Commerce from Mumbai
University and also a practicing Chartered Accountant is retiring by
rotation and being eligible offers himself for re-appointment. Shri
Sunil H. Jain, a Bachelor of Commerce from Mumbai University and
Chartered Accountant, Independent Non Executive Director of the Company
since March 1, 2002 resigned on April 23, 2013. We place on record our
sincere appreciation for the contributions made by Shri Sunil H. Jain
during his tenure as Independent Non Executive Director of the Company.
On May 9, 2013, Shri Jagadish B. Shetty, a Bachelor of Commerce from
Mumbai University and also a practicing Chartered Accountant joined the
Board as Independent Non Executive Director of the Company based on fit
& proper criteria ~ qualification, expertise, track record, integrity
etc.
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 Company is cooperating with investigations.
Directors Responsibility Statement
Pursuant to sub-section (2AA) of section 217 of the Companies
Act, 1956, the Board of Directors of the Company hereby state
and confirm that:
i). in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii). the Company has in the selection of accounting policies, consulted
the Statutory Auditors and these have been consistently, and reasonable
and prudent judgments and estimates have been made so as to give a true
and fair view of the state of affairs of the Company as at March
31,2013 and of the Profit of the Company for the year ended on that
date.
iii). the Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv). the annual accounts have been prepared on a "going concern" basis.
Deposits
The Company has not accepted any deposits under section 58A of the
Company''s Act, 1956 during the year.
Corporate Governance Code
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. Certificate of Messrs Vipul N. Shah & Associates,
regarding compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with stock exchange is
enclosed herewith.
Compliance Certificate
Compliance Certificate as required under section 383A of the Companies
Act, 1956 prepared and issued by Messrs HS Associates, Company
Secretaries in Practice, is annexed hereto.
Environment and safety
The Company accords the highest priority for maintaining safety
standards and a pollution-free environment.
Subsidiaries
Since the Company has no subsidiaries, Section 212 of the Companies
Act, 1956 does not apply.
Auditors
Messrs Vipul N. Shah & Associates, Chartered Accountants, Statutory
Auditors of the Company hold office until the conclusion of the
forthcoming Annual General Meeting. However, they have expressed their
unwillingness to be appointed as Statutory Auditor for the next
financial year i.e. 2013-2014. Therefore the Board of Directors have
recommeded appointment of Messrs A. Vijay Kumar & Co., Chartered
Accountants, Firm Registration No.009824S as Statutory Auditors of the
Company who have expressed their willingness & confirmed that their
appointment, if made, would be in conformity with the limits specified
under the provisions of Section 224 (1)(B) of the Companies Act, 1956.
General
The particulars relating to conservation of energy, technology
absorption, foreign exchange earning and out goings are given in
Annexure ''A'' & information required under Section 217 (1) (e) of the
Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988, is
given in the Annexure ''A'' of this report. The particulars of employees
required to be furnished under Section 217 (2A) of the Companies Act,
1956 read with the rules thereunder, forms part of this Report.
However, as per the provisions of Section 219(l)(b)(iv) of the
Companies Act, 1956, the reports and accounts are being sent to all the
shareholders of the Company excluding the statement of particulars of
employess. Any shareholder interested in obtaining a copy may write to
the Company.
Acknowledgment
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, Customers, vendors and members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the Executives, Staff and
Employees, thankful to the members of the Board for their insight and
guidance and to all the members of the management team and employees
who contributed each day to the success of our company.
for and on behalf of the Board of Directors
CENTENIAL SURGICAL SUTURE LTD.
Sd/-
Mumbai Vijay Majrekar
June 26, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report together
with the audited Accounts for the year ended March 31, 2012.
The financial vear 2011 - 2012 under review was unusual and one of the
most challenging in memory, marked by a global slowdown, extreme
currency volatility, prominent and severe natural disasters -
particularly in Japan. The tragic earthquake and tsunami in Japan in
March 2011, shows the vulnerabilitv of our company's atraumatic needle
supplv to external shocks and were severely impacted bv the earthquake
and tsunami and its after- effects. The Company however, managed to
avoid any significant production disruption by working with its reserve
inventory and overall supply base to temporarily resource atraumatic
needles and help our Japanese suppliers to stablise production.
Financial Performance
Financial Results of the Company's operation for the year under review
are as follows:
Rs. in Lakhs
For the year ended March 31 2012 2011
Net Profit before Depreciation & Taxation 310.52 385.63
Less: Depreciation 58.76 64.69
Provision for Deferred Taxation 0.00 0.13
Provision for Taxation / Written Off 100.87 112.95
Net Profit/(Loss) 150.89 207.85
Add : Balance from Last Year 896.05 688.20
Prior Period Profit adjustments 0.00 0.00
Less: Appropriation 0.00 0.00
Transfer to Reserves Loss carried to 1046.94 896.05
Balance Sheet
The year under review witnessed a lot of challenges with growing
competition and changes in surgeons/customers preference. The key
challenge was to concurrently lay emphasis on the short term actions to
restore market position, substantial product development, marketing
efforts and the long term initiatives aimed to grow the fastest growing
segments/regions. As you are aware, your Companv is pursuing the vision
to be in volume business so as to distribute costs more effectively.
Views differ on how long this trend of uncertain outlook would continue
but the Company is prudently building a measure of flexibility into its
plans to meet any eventuality but at the same time is not diluting its
product market capability build up to national player. Further details
of operations are given in the management discussion and analvsis
report, which forms part of this report. During the Financial Year 2012
- 2013, the Company will continue to focus on driving in its
established key growth brands and launching new brands in the market.
Promoting commercial innovation to bring value to customers in an
ethical manner is a priority for the Companv. Various innovative
marketing methods have been initiated to achieve this goal. In case of
surge in demand, the Companv has adequate capacity to manufacture
sutures required for the business. Further, the company is reviewing
the production plan at regular intervals and has the ability to add
modules of capacity to short cycle times to meet demand increases. This
commercial innovation will continue to remain a focus area for the year
2012 - 2013. The Company will continue to build on the strengths and
ever endeavoring to be surgeon centric and your Companv is confident to
address the opportunities that the new financial year offers and
overcome the challenges. Your Company has always placed primacy on
quality and technology leadership for growth and believes it will
continue to stand them in good stead. In summary, the Company has
prepared well for the challenging economic scenario expected in the
future, reasonable growth as well as the upcoming competition in the
Suture industry. To live up to these responsibilities, now and in the
future, the Company is recalibrating business model with a definite and
reasonable objective and further sharpen our focus on wavs and means to
rationalize cost, economies of scale, insulation against raw material
price volatility to cater our domestic customers.
CENTENIAL SURGICAL SUTURE LTD., is well known in the suture industry as
a manufacturer of superior atraumatic needled surgical sutures.
Everything that CENTENIAL SURGICAL SUTURE LTD., manufactures is backed
by years of experience. SUTURES bearing the CENTENIAL SURGICAL SUTURE
LTD., name are of correct design and superior quality. Each suture is
fully guaranteed as to quality and workmanship. Today, in addition to
the recognition for excellence achieved in the areas of Cardiovascular
Sutures, CENTENIAL SURGICAL SUTURE LTD., also provides a broad range of
medical devices manufactured to our traditionally high standards of
quality and value. We, at CENTENIAL, remain steadfast in our vision of
making CENTENIAL an outstanding global sutures provider and an
institution of excellence which operates on the principles of Quality
and Ethics ~ a sales & marketing network that leverages learning across
geographies the finest sutures ~ all to the ultimate benefit of the
patient.
This vision positions CENTENIAL as a leader in an industry where the
gap, between demand for Quality sutures and to meet that demand,
remains enormous. India becoming important market for healthcare
increases in parallel with economic growth. CENTENIAL recognises this
opportunity and working towards becoming the company of choice for
sutures.
The business year 2011 - 2012 has seen your company strengthen its base
as it advances closer towards realising its ambitious vision, untiring
dedication and commitment. This has been an eventful year with a
significant release of numerous codes of antibacterial sutures on the
domestic front. A strong presence across India helped CENTENIAL build a
solid platform that has positioned us for international growth, in line
with the company's strategy to extend its presence globally and meet
growth opportunities in alignment with our vision.
At the end of this fiscal, CENTENIAL has emerged even stronger and more
prepared for the next year. CENTENIAL's leadership team was
demonstrated our capability and strategic intent, and we will continue
to explore other growth opportunities in alignment with our vision. We
are confident about the future and grateful for the goodwill and
support of our Surgeons. We take this opportunity to thank all the
surgeons for their continuing support. I am also indebted to the
members of the CENTENIAL Board for their guidance and to the employees
of the CENTENIAL.
Two of the three pivotal of the Human Development index are Health and
Education. This underlines the fact that the growth and development of
any country is largely dependent on the state of its health and
education dispensing systems and structures. While advancement has been
made by INDIA in both these spheres, the potential for improvement
still remains immense. Recognising the importance of health in the
process of economic and social development and in improving quality of
life, the Indian government has launched various schemes. Apart from
reforms on the public healthcare front, there are initiatives by the
central government which have helped in promoting private participation
in the healthcare sector. The government is giving tax incentives to
hundred-bed hospital to encourage private players to set up new
Greenfield hospital's across India. Your company is engaged in the
business of improving and saving lives; it is humbling to think of
impact we make each day on the thousand of people that seek our sutures
and medical devices for themselves and their loved once. We clearly
have an integral role to play in India's development and a duty to
deliver quality SUTURES with a compassionate approach, in a caring
environment, to those that need sutures & medical devices.
CENTENIAL, through its various upcoming products will add considerably
to its sales in the coming years. SUTURES form the core of CENTENIAL's
business approach and this unwavering patient-centric focus that has
made our company preferred choice in the sutures space. CENTENIAL
continues to bring in the finest suture and atraumatic needles and
explore newer ways of offering the very best suture codes in the suture
industry. Your company believes in delivering results by employing the
best technology and setting industry benchmark in the process. This,
for your company, was just another setup forward in its relentless in
its pursuit of the next level of Quality sutures and capability.
While our emphasis remains on growth in the domestic market, we clearly
have ambitions of taking the CENTENIAL value proposition. We are
convinced that the benefit realized from such platforms are many,
including access to a wider talent pool, cost saving on account of
economies of scale and an environment of cross-poliination in terms of
learning and experience.
The Company will invest in strong operating system, robust processes
and talented people, with an unwavering focus on medical excellence and
patient-centric healthcare. Our business model builds the strength of
our accumulated experience and extensive domain knowledge of the
sector. We continue to evolve as we walk the path of ever- improving
quality with an eye on delivering reliable, accessible and affordable
sutures of a global standard.
The growth story continues at CENTENIAL. Apart from new hospitals, the
Company grew in existing facilities as well; by adding new equipments,
improving infrastructure and enhancing capability through technology.
We take pride in knowing that some of the best Surgeons in INDIA using
CENTENIAL sutures. The company has sharpened its focus on quality and
building a quality agenda in Indian healthcare. We have achieved
cost-saving synergies very rapidly and have implemented several
initiatives to improve productivity. These will continue going forward.
Our strategy remains firmly focused on creating new benchmarks in each
of the specialties, by innovating new modalities of sutures and
offering our customers a unique value proposition. To enable and
enhance this process we are strengthening our systems and protocols and
investing resources to improve the competencies of our people. We
recognise that our brand of sutures delivery is entirely dependent on
the standard of service we provide to our surgeons and will focus its
energy entirely on enhancing customer experience, has been added to
enable the organization to meet and exceed their expectations.
As we move forward we will continue to strengthen the synergy between
our distinctive products and the acumen of our marketing personnel. We
will back this with strong management principles to deliver on the
vision of excellence in patient care that drives us. Your company has
the right combination of ambition, innovation and agility to compete
and excel in the ever-changing world of modern sutures.
As we look at the numbers in the current maelstrom, whilst our revenues
and profits have been impacted across businesses, in relative terms,
measured against the earlier years, we have stood our ground. Without
doubt, we are facing our toughest challenge, but we will scale up our
core products while providing direction to newer areas of growth. We
believe that tough times don't last, tough people do. At a time like
this, we constantly remind ourselves our values and beliefs that our
collective endeavour as an organisation is to build businesses for the
long haul. In the past too, there have been sharp swings in business
cycles and there will be more of these in the future, though hopefully
not of the magnitude and ferociousness we are seeing today. And each
time in the past we have come out of the eve of the storm, we have
emerged fitter and stronger and the passion for Innovation is vibrant
and urgent.
Our values always guide us, and our history and heritage as a company,
in one word, stands for trust, service and high Quality. Our demanding
standards of governance have set us apart, even more, now, and in the
future. Clearlv, investors and employees will appreciate and learn to
value differentiate between organisations like ours that are ethical,
honest, well-governed and transparent, and others, for whom governance
is a platitude. This is a huge strength, built over time into our
genetic coding. It will always stand us in good stead. We are focusing
on building strong administrative and support functions and have
concurrently invested in systems for financial accounting, accurate
billing, objective legal system, strong human resources and excellent
Quality.
The workforce strength on our payroll is a balanced blend of youth and
experience. A common culture flows through the entire company, which
values persistence and focus. Our workforce is empowered to handle
operations independently as they have a better understanding of the
operations and realities. Our company regards learning as an ongoing
process, because, it's the industry expertise and skills we possess,
that help us in understanding our SURGEON'S better.
Our values always guide us, and our history and heritage as a company,
in one word, stands for trust, service and high Quality. Your company
will exploit its strengths in cardio and vascular sutures business and
exploring growth opportunities. Clearly the way to succeed in this
market is through improved processes and enhanced production of the
right Quality.
We have a brand name which stands for Quality, Reliability, Commitment
and Integrity. The CENTENIAL name is pronounced with great deal of
respect, in domestic as well as international markets. It has been
created through sheer sincere dedication. This makes us believe that it
will be long lasting and something we can build further on.
To further vour company's growth, the Cardio Vascular products is being
given additional impetus. New production lines have been established to
increase the production substantially in the coming years. The
management of your company is planning to increase the market share of
Cardio Vascular products business. Confidence in our products will
further accelerate the success rate in the coming years. Considering
the challenging business environment your Company's performance can be
termed as satisfactory.
Operations
The Company registered sales of Rs.5247.98 lakhs in the financial year
ended March 31, 2012, clocking a growth of 4.45% over the corresponding
12 months period ended March 31, 2011. The results for the year show
net profit after tax of Rs. 150.89 lakhs as compared to the net profit
after tax of Rs.207.85 lakhs. The earnings per share decreased from
Rs.5.70 in 2010 - 2011 to Rs.4.14 in the year under review. The
Company's profitability declined besides other expenses being higher,
due to extreme currency volatility, high inventory costs, higher
selling overheads, rising staff/labour costs and rising material/
interest/finance costs. To mitigate any risks due to material cost
increase, the company continues to work on material cost optimization
through deep dives, value production and alternative sourcing to
sustain profitability to the extent feasible.
Many established surgeons have tried our products and started using
them continuously and the trends are encouraging. The technical
functioning of our plant as indicated by the above-mentioned results,
the capacity utilisation's was quite satisfactory and production levels
were selectively improved as required.
As a measure of performance which aims to deliver a better deal to all
the stakeholders of the company, be it customers, employees,
shareholders, the community and the environment. Our customers have
never wavered in their unanimous opinion of our capability and our
commitment to serve them. A strong and satisfied client base is more
than borne out by the fact that we still continue to draw 80% of our
business from repeat customers.
The passion for innovation is vibrant and urgent. It also gives us
happiness that SURGEON'S have reposed faith in our ability to make a
difference. We have a brand name, which stands for reliability,
commitment and SAFETY. The CENTENIAL name is pronounced with great
deal of respect, in the domestic market. It has been created through
sheer dedication. This makes us believe that it will be long lasting
and something we can build further on. The quality of management and
the professionals of the company is the true reputation builder of the
company. More than 95% of the current workforce has grown with us,
with some clocking more than ten years. They realize the value of
success and the hard work required to sustain this success. They have
been an important part of the journey of creating value leadership. We
think our spirit and our resolve are something, which cannot be
replicated. This indeed is a defining value.
ISO 9001 : 2008 Certification
Your company is ISO 9001 : 2008 certified. The stringent ISO 9001 :
2008 system means effective control over even' step to achieve true
quality assurance for our products.
Research and Development
Your Company strongly believes that sustained growth in this suture
industry can be achieved through continuous pursuit for innovation.
Maintaining World Class Quality Standards is an obsession with top
management that percolates to everv level, making CENTENIAL facilities
and products a landmark. Everyday Surgeon's expectations continually
increase. The Company's research & development activities continue to
be directed towards upgradation of technology and development of new
product codes and packaging lines. Your company's commitment is to meet
and exceed those expectations.
People and Safety
Your Company believes the most valuable asset of every company is its
human resource. 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. This year's results were possible due to
the excellent individual and team efforts of our employees. The Board
of Directors take this opportunity to thank them for their efforts and
for those that will come this business year. The Board of Directors
wish to place on record their sincere appreciation for the continued
support and excellent work of all the employees.
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. While placing on record their deep
concern, the Directors decided that in view of the inadequate profits
it would not be possible to declare dividend as there was a need to
conserve the profits for better financial health and need for working
capital to the company.
Preferential Issue
Extraordinary General Meeting of the members was held on Saturday, the
18th day of January, 2012, at 4.30 p.m., at the Registered Office:
F-29, MIDC, Murbad, Thane 421401 to increase the present Authorised
Capital of Rs. 7,50,00,000/ - divided into 75,00,000 Equity Shares of Rs.
10/- each and in order to meet eventualities such as augmenting
resources, issue of shares etc., it was proposed to increase the
Authorised Capital to Rs. 9,00,00,000/- divided into 90,00,000 Equity
Shares of Rs. 10/- each. The same was proposed to pay unsecured loans by
issuing preferential allotment in the future date to allot 23,33,333
Equity Shares Rs. 10.00 (Rs. Ten only) each at a premium of Rs. 2.00 each
aggregating to an issue price of Rs. 12.00 each at cash to promoter -
250000 and 2083333 to body corporate. The object of the issue of the
equity shares by way of the proposed preferential offer was to convert
the unsecured loans to equity shares of the company as it was
considered more feasible rather than borrowing from banks and other
sources for repayment of the unsecured loans, which are attributed to
heftv interest payment. Also the financing of unsecured loans from the
preferential issue will directly benefit the working capital needs of
the Company for the growth of the Company. Therefore, it was proposed
to raise an amount not exceeding Rs. 3,16,20,000 (Rs. Three Crores Sixteen
Lakhs Twenty Thousand Only) bv issue of 26,35,000 Equity shares of Rs.
10.00 (Rs. Ten only) each at price of Rs. 12.00 (^Twelve only) per share,
through preferential allotment of Convertible Warrants with the
approval of the Shareholders by way of Special Resolution & the
proposal was placed for approval. The above resolutions were not
approved by the shareholder's & hence the proposal to increase
authorized capital and allot equity shares to convert the unsecured
loans and to raise long term resources, to strengthen the financial
position and net worth and for general corporate purposes, and taking
into consideration, the performance and positive outlook of the
company, as well as the strategy and growth plan, and in order to
conserve the valuable funds of the company and to augment the working
capital of the Company remained unresolved.
Directors
During the year, Shri B. S. Limaye, Independent Non Executive Director
of the Company is retiring bv rotation and being eligible offers
himself for re-appointment.
Directors Responsibility Statement
Pursuant to sub-section (2AA) of section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
i). in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii). the Company has in the selection of accounting policies, consulted
the Statutory Auditors and these have been consistently, and reasonable
and prudent judgments and estimates have been made so as to give a true
and fair view df the state of affairs of the Company as at March 31,
2012 and of the Profit of the Company for the year ended on that date.
iii). the Company has taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities. iv). the annual accounts have been prepared on a
"going concern" basis.
Deposits
The Company has not accepted any deposits under section 58A of the
Company's Act, 1956 during the year.
Particulars of employees
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules 1975
as amended, the name and other particulars of the employee are set out
in the annexure to the Directors Report.
Corporate Governance Code
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. Certificate of Messrs Vipul N. Shah & Associates,
regarding compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with stock exchange is
enclosed herewith.
Compliance Certificate
Compliance Certificate as required under section 383A of the Companies
Act, 1956 prepared and issued by Messrs HS Associates, Company
Secretaries in Practice, is annexed hereto.
Conservation of energy, technology absorption, foreign exchange earning
and out goings
Conservation of energy continues to be a priority area for the Company
and efforts are directed to reduce energy costs. Information required
under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2
of the Companies (Disclosure of particulars in the Report of the Board
of Directors) Rules, 1988, is given in the annexure to this report.
Environment and safety
The Company accords the highest priority for maintaining safety
standards and a pollution-free environment.
Subsidiaries
Since the Company has no subsidiaries, Section 212 of the Companies
Act, 1956 does not apply.
Auditors
Messrs Vipul N. Shah & Associates, Chartered Accountants, retire at the
conclusion of the forthcoming Annual General Meeting. The Company has
received a certificate from
Messrs Vipul N. Shah & Associates, Chartered Accountants, Auditors,
proposed to be re-appointed, to the effect that their reappointment, if
made, would be in conformity with the limits specified under the
provisions of section 224 (IB) of the companies Act, 1956.
Acknowledgment
We would like to thank you for the support and faith you have shown in
us, and look forward to a fruitful relationship for years to come. We
would like to thank all the stakeholders for their trust and support. I
am also thankful to the members of the Board for their insight and
guidance. I would also like to extend a special thank you to all the
members of the management team and employees who contributed each day
to the success of our company. Your Directors also place on record
their deep sense of appreciation for the services rendered by the
employees of the company.
for and on behalf of the Board of Directors
CENTENIAL SURGICAL SUTURE LTD.
Mumbai Vijay Majrekar
August 13, 2012 Chairman & Managing Director
Mar 31, 2011
To the Shareholders,
The Directors have pleasure in presenting their Sixteenth Annual
Report together with the Audited Accounts of the Company for the year
ended March 31, 2011. This is the sixteenth year in the journey of
Centenial Surgical Suture Ltd.
Our world grows more complex everyday and we encounter increased
challenges. The CENTENIAL management and its staff have risen to
challenges for more than 16 years, with commitment, hard work and are
confident we will continue to do so in the years' ahead. Through all
these years, our Company has faced many tough times and enjoyed equal
moments of glory. Everything is worth it, if one is able to create
lasting values and a strong core. In the past too, there have been
sharp swings in business cycles and there will be more of these in the
future, though hopefully not of the magnitude and ferociousness we are
seeing today. And each time in the past we have come out of the eye of
the storm, we have emerged fitter, stronger and the passion for
Innovation is vibrant and urgent. We have been able to create a
foundation, which is enabling us to overcome challenging times such as
now and helping us to adapt to the current situation while retaining
our strength to fulfill the long-term vision.
Our values always guide us, and our history and heritage as a company,
in one word, stands for trust, service and high Quality. Our demanding
standards of governance have set us apart, even more, now, and in the
future. Clearly investors and employees will appreciate and learn to
value and differentiate between organisations like ours that are
ethical, honest, well-governed and transparent, and others, for whom
governance is a platitude. This is a huge strength, built over time
into our genetic coding. It will always stand us in good stead. We are
focusing on building strong administrative and support functions and
have concurrently invested in systems for financial accounting,
accurate billing, objective legal system, strong human resources and
excellent Quality. Your company will exploit its strengths in cardio
and vascular sutures business and exploring growth opportunities.
Clearly the way to succeed in this market is through improved processes
and enhanced production of the right Quality. Despite the negativity of
growth we are confident that your company will give an encouraging
performance during this financial year, with higher sales growth and
improved profitability as compared to the previous year. This would
have a long lasting positive impact on both yield levels and
productivity.
We have a brand name which stands for Quality, reliability, commitment
and integrity. The CENTENIAL name is pronounced with great deal of
respect, in domestic as well as international markets. It has been
created through sheer sincere dedication. This makes us believe that it
will be long lasting and something we can build further on.
In July 2011, our Company completed its 16th year of operations. Market
conditions have been challenging. Credit allocation is a factor to
contend with. Your Company has been working through this demanding
situation to ensure that viable produsts move forward. In some cases,
we have been successful. Your Company continues to be impacted
adversely by prices. This has resulted in higer accumlation of
receviables and with the sale of products at a discounted prices
resulting lower sales and profitability.
To further your company's growth, the Cardio Vascular products is being
given additional impetus. New production lines have been established to
increase the production substantially in the comming years. The
management of your company is planning to increase the market share of
Cardio Vascular products business. Confidence in our products will
further accelerate the success rate in the coming years. Considering
the challenging business environment your Company's performance can be
termed as satisfactory.
Financial Performance
Financial Results of the Company's operation for the year under review
are as follows:
For the year ended For the year ended
31.3.2011 31.3.2010
Net Profit before
Depreciation and Taxation 3,85,62,683 3,07,75,597
Less : Depreciation 64,69,294 72,18,584
Provision for Deferred Taxation 12,978 3,16,002
Provision for Taxation 1,12,95,065 77,40,027
Net Profit/(Loss) 2,07,85,346 1,55,00,981
Add : Balance from Last Year 6,88,20,216 5,33,19,235
Prior PeriodProfit adjustments
Less : Appropriation 0 0
Transfer to Reserves Loss
carried to Balance Sheet 8,96,05,562 6,88,20,216
Operations
During the business year 2010 - 2011, achieved a turnover of Rs.5024.53
Lakhs for the financial year under review (Previous year Rs.4763.76
Lakhs). We believe that tough times don't last, tough people do. At a
time like this, we constantly remind ourselves, that our collective
endeavour as an organization is to build businesses for the long haul.
In the past too, there have been sharp swings in business cycles and
there will be more of these in the future, though hopefully not of the
magnitude and ferociousness we are seeing today. And each time in the
past we have come out of the eye of the storm, we have emerged fitter
and stronger. Many established surgeons have tried our products and
started using them continuously and the trends are encouraging. The
technical functioning of our plant as indicated by the above-mentioned
results, the capacity utilisation's was quite satisfactory and
production levels were selectively improved as required. With a
noticeably lower sales partially due to lower exports and profitability
performance during the current year, the Directors regret that they are
still not in a position to recommend a dividend.
As a measure of performance which aims to deliver a better deal to all
the stakeholders of the company, be it customers, employees,
shareholders, the community and the environment. Our customers have
never wavered in their unanimous opinion of our capability and our
commitment to serve them. A strong and satisfied client base is more
than borne out by the fact that we still continue to draw 80% of our
business from repeat customers.
Even after sixteen years, the passion for innovation is vibrant and
urgent. It also gives us happiness that SURGEON'S have reposed faith in
our ability to make a difference. We have a brand name, which stands
for reliability, commitment and SAFETY. The Centenial name is
pronounced with great deal of respect, in the domestic market. It has
been created through sheer dedication. This makes us believe that it
will be long lasting and something we can build further on. The quality
of management and the professionals of the company is the true
reputation builder of the company. More than 95% of the current
workforce has grown with us, with some clocking more than ten years.
They realize the value of success and the hard work required to sustain
this success. They have been an important part of the journey of
creating value leadership. We think our spirit and our resolve are
something, which cannot be replicated. This indeed is a defining value.
ISO 9001 : 2008 Certification
Your company is ISO 9001 : 2008 certified. The stringent ISO 9001 :
2008 system means effective control over every step to achieve true
quality assurance for our products.
Research and Development
Your Company strongly believes that sustained growth in this suture
industry can be achieved through continuous pursuit for innovation.
Maintaining World Class Quality Standards is an obsession with top
management that percolates to every level, making CENTENIAL facilities
and products a landmark. Everyday Surgeon's expectations continually
increase. The Company's research & development activities continue to
be directed towards upgradation of technology and development of new
products. Your company's commitment is to meet and exceed those
expectations.
People and Safety
Your Company believes the most valuable asset of every company is its
human resource. 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. This year's results were possible due to
the excellent individual and team efforts of our employees. The Board
of Directors take this opportunity to thank them for their efforts and
for those that will come this business year. The Board of Directors
wish to place on record their sincere appreciation for the continued
support and excellent work of all the employees.
Dividend
Your Directors after careful consideration of the accounts of the
company and the industry scenario have not recommended any dividend to
the equity shareholders of the company. While placing on record their
deep concern, the Directors decided that in view of the inadequate
profits it would not be possible to declare dividend as there was a
need to conserve the profits for better financial health of the
company.
Directors
During the year, Shri S. H. Jain, Director of the Company is retiring
by rotation and being eligible offers himself for re-appointment. Shri
Vijay Majrekar, Managing Director of the Company is re-appointed w.e.f.
October 1, 2011.
Directors Responsibility Statement
As required u/s 21 7(2AA) of the Companies Act, 1956 we hereby state:
i). that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii). that the Directors have 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 or Loss of the Company for that period.
iii). that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv). that the Directors have prepared the annual accounts on a going
concern basis.
Deposits
The Company has not accepted any deposits under section 58A of the
Company's Act, 1956 during the year.
Particulars of employees
In accordance with the provisions of Section 21 7 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules 1975
as amended, the name and other particulars of the employee are set out
in the annexure to the Directors Report.
Corporate Governance Code
A separate report on Corporate Governance is enclosed as a part of this
Annual Report. Certificate of Messrs Vipul N. Shah & Associates,
regarding compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with stock exchange is
enclosed herewith.
Compliance Certificate
Compliance Certificate as required under section 383A of the Companies
Act, 1956 prepared and issued by HS Associates, Company Secretaries in
Practice, is annexed hereto.
Conservation of energy, technology absorption, foreign exchange earning
and out goings
Conservation of energy continues to be a priority area for the Company
and efforts are directed to reduce energy costs. Information required
under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2
of the Companies (Disclosure of particulars in the Report of the Board
of Directors) Rules, 1988, is given in the annexure to this report.
Environment and safety
The Company accords the highest priority for maintaining safety
standards and a pollution-free environment.
Subsidiaries
Since the Company has no subsidiaries, Section 212 of the Companies
Act, 1956 does not apply.
Auditors
Auditors Messrs Vipul N. Shah & Associates, Chartered Accountants,
retire and being eligible offer themselves for reappointment. Members
are requested to appoint them for the current year and to fix their
remuneration. The report of auditors is self-explanatory and hence
does not require any explanation from the Board as such.
Acknowledgment
We appreciate the continued support of our shareholders and confidence
shown in us. We see a bright future for the company and for value -
creation for our stakeholders. We would like to thank you for the
support and faith you have shown in us, and look forward to a fruitful
relationship for years to come. We would like to thank all the
stakeholders for their trust and support. I am also thankful to the
members of the board for their insight and guidance. I would also like
to extend a special thank you to all the members of the management team
and employees who contributed each day to the success of our company.
Your Directors also place on record their deep sense of appreciation
for the services rendered by the employees of the company.
for and on behalf of the Board of Directors
CENTENIAL SURGICAL SUTURE LTD
Vijay Majrekar
Chairman and Managing Director
Registered Office :
F-29, MIDQ Murbad,
Thane 421401.
Murbad, Thane,
August 12, 2011
Mar 31, 2010
The Directors have pleasure in submitting the Fifteenth Annual Report
together with the Audited Accounts of the Company for the year ended
March 31, 2010. This is the fifteenth year in the journey of Centenial
Surgical Suture Ltd. Our world grows more complex everyday and we
encounter increased challenges. The CENTENIAL management and its staff
have risen to challenges for than 15 years, with commitment and hard
work. And, we are confident we will continue to do so in the years
ahead. Through all these years, our Company has faced many tough times
and enjoyed equal moments of glory. Everything is worth it, if one is
able to create lasting values and a strong core. In the past too, there
have been sharp swings in business cycles and there will be more of
these in the future, though hopefully not of the magnitude and
ferociousness we are seeing today. And each time in the past we have
come out of the eye of the storm, we have emerged fitter and stronger
and the passion for Innovation is vibrant and urgent We have been able
to create a foundation, which is enabling us to overcome challenging
times such as now and helping us to adapt to the current situation
while retaining our strength to fulfill the Jong-term vision. Our
values always guide us, and our history and heritage as a company, in
one word, stands for trust, service and high Quality. Our demanding
standards of governance have set us apart, even more, now, and in the
future. Clearly, investors and employees will appreciate and learn to
value and differentiate between organisations like ours that are
ethical, honest, wetl-governed and transparent, and others, for whom
governance is a platitude. This is a huge strength, built over time
into our genetic coding. It will always stand us in good stead. We are
focusing on building strong administrative and support functions and
have concurrently invested in systems for financial accounting,
accurate billing, objective legal system, strong human resources and
excellent Quality Your company will exploit its strengths in cardio and
vascular sutures business and exploring growth opportunities. Clearly
the way to succeed in this market is through improved processes and
enhanced production of the right Quality. Despite the negativity of
growth we are confident that your company will give an encouraging
performance during this financial year, with higher sales growth and
improved profitability as compared to the previous year. This would
have a long lasting positive impact on both yield levels and
productivity. We have a brand name which stands for Quality,
reliability, commitment and integrity. The CENTENIAL name is pronounced
with great deal of respect, in domestic as well as international
markets. It has been created through sheer sincere dedication. This
makes us believe that it will be long lasting and something we can
build further on. In July 2010, our Company completed its 15th year of
operations. Market conditions have been challenging. Credit allocation
Is a factor Lo contend with. Your Company has been working through
this demanding situation Lo ensure that viable produsts move forward.
In some cases, we have been successful. Your Company continues to be
impacted adversely by prices. This has resulted in higer accumlation of
receviables and with the sale of products at a discounted prices
resulting lower sales and profitability. To further your companys
growth, the Cardio Vascular products is being given additional impetus.
New production lines have been established to increase the production
substantially in the comming years. The management of your company is
planning to increase the market share of Cardio Vascular products
business. Confidence in our products will further accelerate the
success rate in .the coming years: Considering the challenging business
environment your Companys performance can be termed as satisfactory
Financial Performance
Financial Results of the Companys operation for the year under review
are as follows:
For the year ended For the year ended
31.3.2010 313.2009
Net Profit before Depreciation
and Taxation 3,07,75,597 3,65,52,129
Less : Depreciation 72,18,584 79,94,156
Provision for Deferred Taxation 3,16,002 (97,045)
Provision for Taxation 77,40,027 1,12,09,715
Net Profit /(Loss) 1,55,00,931 1,74,45,300
Add : Balance from Last Year 5,33,19,235 4,45,04,915
Prior Period Profit adjusiments
Less: Appropriation 0 86,30,980
Transfer to Reserves Loss carried
to Balance Sheet 6,88,20,216 5,33,19,235
Operations
During the business year 2009 - 2010, achieved a turnover of Rs.4763.76
Lakhs for the financial year under review [Previous year Rs,4915.31
Lakhs). We believe that tough times dont last, tough people do. At a
time like this, we constantly remind ourselves, that our collective
endeavour as an organization is to build businesses for the long haul.
in the past too, there have been sharp swings in business cycles and
there will be more of these in the future, though hopefully not of the
magnitude and ferociousness we are seeing today. And each Lime in the
past we have come out of the eye of the storm, we have emerged fitter
and stronger. Many established surgeons have tried our products and
started using them continuously and the trends are encouraging. The
technical functioning of our plant as indicated by the above-mentioned
results, the capacity utilisations was quite satisfactory and
production levels were selectively improved as required. With a
noticeably lower sales partially due to lower exports and profitability
performance during the current year, the Directors regret that they are
still not in a position to recommend a dividend.
As a measure of performance which aims to deliver a better deal to all
the stakeholders of the company, be it customers, employees,
shareholders, the community and the environment Our customers have
never wavered in their unanimous opinion of our capability and our
commitment to serve them, A strong and satisfied client base is more
than borne out by the fact that we still continue to draw 80% of our
business
from repeat customers.
Even after fifteen years, the passion for innovation is vibrant and
urgent. It also gives us happiness that SURGEONS have reposed faith in
our ability to make a difference. We have a brand name, which stands
for reliability, commitment and SAFETY The Centenial name is pronounced
with great deal of respect, in the domestic market It has been created
through sheer dedication. This makes us believe that it will be long
lasting and something we can build further on. The quality of
management and the professionals of the company is the true reputation
builder of the company. More than 95% of the current workforce has
grown with us, with some docking more than ten years They realize the
value of success and the hard work required to sustain this success
They have been an important part of the journey of creating value
leadership. We think our Spirit and our resolve are something, which
cannot be replicated. This indeed is a defining value.
ISO 9001 : 2008 / ISO 13465 : 2003 / CE Certification
Your company is ISO 9001 : 2008 ; ISO 13485 : 2003 and CE certified.
The stringent ISO 9001 : 2006 and ISO 13485 : 2003 system means
effective control over every step to achieve true quality assurance for
customers. Further the Company has obtained CE Certification for
sutures. The CE symbol and the reference number of the notified body
denote that the product fulfils the basic requirements in accordance
with the Medical Device Directive
Research and Development
Your Company strongly believes that sustained growth in this Industry
can be achieved through continuous pursuit for innovation. Maintaining
World Class towords is an obsession with top management that percolates
to every level, making CENTENIAL facilities and products a land mark.
Everyday Surgeons expectations continually increase. The Companys
research & development activities continue to be directed towards
upgradation of technology and development of new products. Your
companys commitment is to meet and exceed those expectations.
People and Safety
Your Company believes the most valuable asset of every company is its
human resource. 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. This years results were possible due to
the excellent individual and team efforts of our employees. The Board
of Directors take this opportunity to thank them for their efforts and
for those that will come this business year. The Board of Directors
wish to place on record their sincere appreciation for the continued
support and excellent work of all the employees.
Dividend
Your Directors after careful consideration of the accounts of the
company and the industry scenario have not recommended any dividend to
the equity shareholders of the company While placing on record their
deep concern, the Directors decided that in view of the inadequate
profits it would not be possible to declare dividends as there was a
need to conserve the profits for better finacial health of the company.
Directors
During the year, Shri B. S. Limaye, Director of the Company is retiring
by rotation and being eligible offers himself for re-appointment Shri
S, C Modi has been appointed as an additional Director of the Company
w.e.f June 10, 2010, It is proposed in the forthcoming annual general
meeting to regularise as a Director of the Company. Shri Devraj
poojary, Whole Time Director is re-appointed w.e,f. November 1, 2010.
Shri .C R. Rawaie Whole Time Director and Shri N.M.Birje, Independent
Non-Executive Director of the Company resigned from the Board w.e.f.
December 31, 2009.
Directors Responsibility Statement
As required u/s 21 7(2AA) of the Companies Act, 1956 we hereby stale:
i). that in the preparation of the annual accounts, the applrcable
accounting standards have been followed along with proper explanation
relating to material departures.
ii). that the Directors have selected such accounting policies and
applied them consistentfy 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 or loss of the Company for that period.
iii). that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv). that the Directors have prepared the annual accounts on a going
concern basis.
Deposits
The Company has not accepted any deposits under section 53A of the
Companys Act, 1956 during the year.
Particulars of employees
In accordance with the provisions of Section 21 7 (2A) of the Companies
Act, 1956 read with the Companies
(Particulars of Employees) Rules 1975 as amended, the name and other
particulars of the employee are set out in the annexure to the
Directors Report
Compliance Certificate
Compliance Certificate as required under section 383A of the Companies
Act, 1956 prepared and issued by its Associates, Company Secretaries in
Practice, is annexed hereto.
Conservation of energy, technology absorption, foreign exchange earning
and out goings Conservation of energy continues to be a priority area
for the Company and efforts are directed to reduce energy costs.
Information required under Section 21 7 0) (e) of the Companies Act,
1956 read with Rule 2 of the Companies [Disclosure of particulars in
the Report of the Board of Directors) Rules, 1988, is given in the
annexure to this report.
Environment and safety
The Company accords the highest priority for maintaining safety
standards and a pollution-free environment.
Subsidiaries
Since the Company has no subsidiaries, Section 212 of the Companies
Act, 1956 does not apply
Auditors
Auditors Messrs Vipul N. Shah & Associates, Chartered Accountants,
retire and being eligible offer themselves for reappointment. Members
are requested to appoint them for [he current year and to fix their
remuneration, The report of auditors is self-explanatory and hence does
not require any explanation from the Board as such.
Acknowledgment
We appreciate the continued support of our shareholders, and the
significant number of investors and lenders who have stayed with us,
and those who have increased their positions during the past year. We
deeply appreciate your support, and confidence shown in us. We see a
bright future for the company and for value - creation for our
stakeholders. We would like to thank you for the support and faith you
have shown in us, and look forward to a fruitful relationship for years
to come. As shareholders, we are sure you are proud to own a stake in
the company that has delivered higher than expectations in such
turbulent times. We look forward to your continued support and faith to
challenges of the years ahead for a better reword. We would like to
thank all the stakeholders for their trust and support. I am also
thankful to the members of the board for their insight and guidance. I
would also like to extend a special thank you to all the members of the
management team and employees who contributed each day to the success
of our company. Your Directors also place on record their deep sense of
appreciation for the services rendered by the employees of the company.
Registered Office : for and on behalf of the
Board of Directors
T-29, MIDC, Murbad,
Thane 421 401 CENTENIAL SURGICAL SUTURE ITD,
Vijay Majrekar
Murbad, Thane August 14, 2010 Chairman cum Managing Director
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- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
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Company History
- BSE Price History
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Centenial Surgical Suture Ltd. Key Financial Ratios
- Ratios
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Centenial Surgical Suture Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
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Centenial Surgical Suture Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
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Centenial Surgical Suture Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
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Centenial Surgical Suture Ltd. Corporate Announcements
- Book Closure
- Board Meetings
