Home  »  Company  »  Centenial Surgic  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Centenial Surgical Suture Ltd.

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 — '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: admin@centenialindia.com ::: 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

 
Subscribe now to get personal finance updates in your inbox!