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Directors Report of Centum Electronics Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Second Annual Report on the business and operations of your Company and the audited Statement of Accounts for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS Rs.Millions

Consolidated Particulars 2014-15 2013-14

Revenue 4,879.97 4,258.87

Profit before Depreciation and Interest 1057.99 828.25

Depreciation 166.94 156.84

Interest 25.16 54.42

Profit before tax 865.89 616.99

Standalone 2014-15 2013-14 Particulars

Revenue 3,162.24 2,981.82

Profit before Depreciation and Interest 511.82 496.98

Depreciation 71.30 71.59

Interest 13.48 37.56

Profit before tax 427.04 387.83

s 2. PERFORMANCE

During the current year of operations, your company has registered revenue of Rs. 4,879.97 million at consolidated level, an increase of about 15% compared to the previous financial year. Your company posted Profit before Taxes of Rs. 865.89 million with an increase of 40% over the previous financial year.

At standalone level, a revenue of Rs. 3162.24 million, an increase of about 6% compared to the previous financial year. Your company posted Profit before Taxes of Rs. 427.04 million with an increase of 10% over the previous financial year.

Subsidiary

During the Eighth year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 1832.77 million and posted Profit before Taxes of Rs. 495.53 million.

3. Dividend

During the year an interim dividend of Re. 1 per share has been paid. Also a final dividend of Rs. 2/- per share has been recommended by the Board aggregating to a total dividend of Rs. 3/- per share for the year. The total dividend payout would be Rs. 37.71 million for the year.

4. Consolidated Financial Statements and subsidiary

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereon is provided in the Annual Report.

The annual accounts of the subsidiary and related detailed information will be kept at the Registered Office of the Company, will be available to investors seeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Clause 49 of the Listing Agreement. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: http:/ /www.centumindia.com/wp-content/uploads/2014/12/Policy-on-Material-Subsidiaries.pdf

5. Risk Management

Your Company has a robust Risk Management policy. Your Company regularly assess the risks and ensures that the risk mitigation plans are in place.

The web link for the Risk Management Policy is http://www.centumindia.com/wp-content/uploads/2015/01/ Risk-Management-policy.pdf

6. Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Ernst and Young LLP., as its Internal auditor. The Audit Committee defines the scope and areas of internal audit. The Internal auditor audits the areas recommended by the committee every year.

Significant audit observations and corrective actions thereon are being presented to the Audit Committee of the Board. Based on the report of Internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the internal audit was done on the areas recommended and no material weakness was observed.

7. Directors and Key Managerial Personnel

The changes that had occurred in the composition of the Board of Directors are given below:

i. In accordance with the provisions of Section 149 & 161 of the Companies Act, 2013, Dr. Swarnalatha Mallavarapu was appointed as Additional Director w.e.f. March 26, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer herself for appointment as a director.

ii. In terms of the provisions of Section 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Manoj Nagrath, is eligible and qualified for the appointment as Independent director. Your directors propose him for the appointment in terms of the said regulations, for a period of 5 years.

iii. In terms of the provisions of Section 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Rajiv C Mody, is eligible and qualified for the appointment as Independent director. Your directors propose him for the appointment in terms of the said regulations, for a period of 5 years.

None of the Directors of the company are disqualified for being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

The Appointments of the aforesaid directors have been included as an item for each director in the notice convening the ensuing Annual General Meeting.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

Dr. Rama Rao, Director of the company has resigned w.e.f August 1, 2014.

Except the above, no other Director or Key Managerial Person has been appointed or has retired or resigned during the year.

Separate meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management was held during the year, as required under Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement. At the Meeting, the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

- Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration committees.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is attached to this report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, four meetings of the Board of directors and four meetings of the Audit Committee were convened and held. The details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

8. Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:

i. that in the preparation of annual accounts for the year ended March 31,2015, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures.

ii. that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for year ended on that date.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. that the annual financial statements have been prepared on a going concern basis.

v. that proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

vi. that systems to ensure compliance with the provisions of all applicable laws were in place were adequate and operating effectively.

9. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were in the ordinary course of business and were at an arm's length basis. There were no materially significant related party transactions made by the company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

All the related party transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is being obtained for the transactions which are of a foreseen and repetitive nature in terms of Clause 49 of the Listing agreement.

The company has framed a policy on dealing with the related party transactions and the same is uploaded on the company website.

Your directors draw attention of the members to Note 33 to financial statements which sets out the related party disclosures.

10. Auditors Statutory auditors

M/s. BSR & Co. LLP (formerly known as M/s. BSR & Co.,), Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and are eligible for re-appointment.

The retiring auditors have furnished a certificate of their eligibility under Sec 139 of the Companies Act, 2013 and the Rules framed thereunder for the reappointment as Auditors of the company. Also as required under Clause 49 of the Listing agreement, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial audit

The Board has appointed Ms. Aarthi G Krishna, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith as Annexure V to this report.

11. Awards

Your company has received the below awards during the year under review:

1. 'Excellence in Financial Reporting' for the year 2013-14 award received from the Institute of Chartered Accountants of India (ICAI).

2. Three awards from ELCINA.

a. First prize for R & D in the large sector

b. First prize for Quality in the large sector; and

c. Special award for Exemplary Display of Business Excellence in the large scale sector

3. Global Growth company award from the World Economic Forum.

4. Industry Excellence award - 2014 from the Institution of Engineers, India (IEI).

12. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

13. Conservation of Energy, Technology absorption, Research & Development and Foreign Exchange Earnings and Outgo.

The particulars prescribed under subsection (3) (m) of Section 134 of the Companies Act, 2013 read Rule 8 of the Companies (Accounts) Rules, 2014, are given in the annexure - I attached to this report.

14. Particulars of Employees

The information pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the company, will be provided upon request.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars. The same is available for inspection by the Members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

15. Particulars of Loans, Guarantees and Investments

The details of the investments made by the Company are in Note 11 of the audited financial statements. The Company has not made any loans to any persons within the meaning of Section 186 and has also not given any guarantees within the meaning of that section.

16. Corporate Social Responsibility

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has funded many projects that aid and improve education, literacy and healthcare for children. It has also funded and participated in projects that support and aid children with disabilities. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure - II".

17. Details of establishment of Vigil Mechanism

The Company has a Vigil mechanism to deal with the instances of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the company.

18. Prevention, Prohibition and Redressal of sexual harassment at work place

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

19. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as 'Annexure - III.

20. Management Discussion and Analysis

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the company's business and operating results is given in annexure - IV attached to this report.

21. Employee Stock Option Plan

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during year 2007 & 2013.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure - V attached to this report.

22. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the company under any scheme save and except ESOP referred to in this report.

d. There is no remuneration received by the Managing Director from the subsidiary company.

e. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the company's operations in future.

23. Human Resources

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees' satisfaction, retention and productivity.

The company has initiated the talent development & management to improve the productivity of the workforce. And the company hired the services of Deloittee, the consulting company to help in this endeavour.

24. Acknowledgements

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan Date: May 27, 2015 Chairman & Managing Director Director


Mar 31, 2013

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of your Company and the audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS Rs.Millions

CONSOLIDATED STANDALONE

Particulars 2012-13 2011-12 2012-13 2011-12

Revenue 2,835.13 2,585.38 1,824.11 1,826.00

Profit before Depreciation and Interest 345.65 324.05 24.89 183.25

Depreciation 154.95 147.05 75.82 74.66

Interest 41.67 43.28 27.76 31.81

Profit before tax 149.03 133.72 (78.69) 76.79

PERFORMANCE

During the current year of operations, your company has registered consolidated revenue of Rs. 2,835.13 million, an increase of about 10% compared to the previous financial year. Your company posted Profit before Taxes of Rs. 149.03 million with an increase of 11% over the previous financial year.

During the year, significant contributions were made in the Strategic Electronic programs. The investments made in the global sales & marketing initiatives have started to yield results during the year in the form of new customers and new product introductions. These will result in higher revenues in the coming years.

Your company has received the below awards during the year under review:

1. Best Electronics Manufacturing Industry award for the year 2012 from the India Electronics and Semiconductor Association (IESA).

2. High Growth in Electronic Hardware exports award from the Soft Technology Park of India (STPI).

SUBSIDIARY

During the Fifth year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 1078.73 million and posted Profit before Taxes of Rs.227.82 million.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereon form part of the Annual Report.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees'' satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office address.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during the year 2007.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report.

DIRECTORS

The changes that had occurred in the composition of the Board of Directors are given below:

Mr. Manny Marimuthu resigned as Director w.e.f. August 16, 2012.

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, Mr. Rajiv C Mody, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Mr. Rajiv C Mody are mentioned in the Report of Corporate Governance. Your Directors recommend for the re-appointment of Mr. Rajiv C Mody.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The re-appointment of the aforesaid director have been included as an item in the notice convening the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2013 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2013 and of the profit or loss of the Company for year ended on that date;

iii. 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; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR 8t Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors and resolution in this regard forms part of the agenda for the forthcoming Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the company''s business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH a DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu Manoj Nagrath

Date: May 30, 2013 Chairman fit Managing Director Director


Mar 31, 2012

The Directors have pleasure in presenting their Nineteenth Annual Report on the business and Operations of your Company and the audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

Rs.Millions

Year ended March 31 2012 2011

Revenue 1826.00 1892.46

Profit before Depreciation and Interest 183.26 171.16

Depreciation 74.66 74.04

Interest 31.81 31.45

Profit before tax 76.79 65.67

Proposed Dividend including distribution tax 14.37 14.40

PERFORMANCE

During the current year of operations, your company has registered revenue of Rs. 1826.00 million and posted Profit before Taxes of Rs. 76.79 million.

During the year, your company received recognition for In-house R & D from the Department of Scientific and Industrial Research, Government of India. Also your company's subsidiary, Centum Rakon India Pvt Ltd received the same recognition for In-house R & D in the month of April 2012 from the above said authority.

SUBSIDIARY

During the Fourth full year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 841.88 million and posted Profit before Taxes of Rs. 56.34 million.

DIVIDEND

A dividend of Re.1 per share on the paid up share capital of the company is recommended. The dividend payout is Rs. 12.37 million and the tax on dividend for the year is Rs. 2.00 million.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereon form part of the Annual Report.

FINANCIALS OF SUBSIDIARY COMPANY

The Board of Directors of your company, pursuant to Circular No: 51/12/2007-CL-III dt. February 8, 2011 issued by Ministry of Corporate Affairs, has opted by passing a resolution at its meeting held on 25 May 2012, for not attaching the balance sheet and other documents of the subsidiary, Centum Rakon India Private Limited.

However, the said documents shall be made available to shareholders of the Company and the subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders at the registered office of the Company at #44, KHB Industrial Area, Yelahanka New Town, Bangalore -560106. The Company shall furnish a hard copy of details of accounts of subsidiary to any shareholder on demand.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees' satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are to be annexed to this Report. However, pursuant to Section 219(1)(b)(iv) of the said Act, the Report and Accounts excluding the said information, are being sent to all the member of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the company.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during year 2007.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report.

DIRECTORS

There were no changes in the composition of the Board of Directors.

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, M r. Manoj Nagrath, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Mr. Manoj Nagrath are mentioned in the Report of Corporate Governance. Your Directors recommend for re-appointment of Mr. Manoj Nagrath.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The required resolutions for re-appointment of the aforesaid director have been included in the notice convening the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2012 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for year ended on that date;

iii. 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; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR & Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors and resolution in this regard forms part of the agenda for the ensuing Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the company's business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan

Date : May 25, 2012 Chairman & Managing Director Director


Mar 31, 2011

The Directors have pleasure in presenting their Eighteenth Annual Report on the business and Operations of your Company and the audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

Rs.Millions

Year ended March 31 2011 2010

Revenue 1892.46 1109.00

Profit before Depreciation and Interest 171.18 94.64

Depreciation 74.04 75.28

Interest 31.47 16.21

Profit before tax 65.67 3.15

Proposed Dividend including distribution tax 14.40 14.43

PERFORMANCE

During the current year of operations, your company has registered a revenue of Rs. 1892.46 million and posted Profit before Taxes of Rs. 65.67 million.

During the year, significant contributions were made in the Strategic electronic programs. The investments made in the global sales & marketing initiatives have started to yielDresults during the year in the form of new customers and new product introductions. These will result in higher revenues in the coming years.

SUBSIDIARY

During the third full year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 729.47 million and posted Profit before Taxes of Rs. 44.52 million.

DIVIDEND

A dividend of 10% on the paid up share capital of the company is recommended. The dividend payout is Rs. 12.35 million and the tax on dividend for the year is Rs. 2.05 million.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereon form part of the Annual Report.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office address.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during the previous year.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report

DIRECTORS

There were no changes in the composition of the Board of Directors.

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, Dr. P Rama Rao, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Dr. P Rama Rao are mentioned in the Report of Corporate Governance. Your Directors recommend for re-appointment of Dr. P Rama Rao.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The requireDresolutions for re-appointment of the aforesaid director have been included in the notice convening ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2011 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profit or loss of the Company for year ended on that date;

iii. 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; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR & Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors andresolution in this regard forms part of the agenda for the forthcoming Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the companys business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan

Date: May 26, 2011 Managing Director Director


Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report on the business and Operations of your Company and the audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

Rs.Millions

Year ended March 31 2010 2009

Revenue 1109.00 227.31

Profit before Depreciation and Interest 94.64 32.72

Depreciation 75.28 19.33

Interest 16.21 7.72

Profit before tax 3.15 5.67

Proposed Dividend including distribution tax 14.43 8.66

PERFORMANCE

During the current year of operations, your company has registered a revenue of Rs.1109.00 million and posted Profit before Taxes of Rs. 3.15 million.

The Honourable High Court of Karnataka vide order dated July 16, 2010 approved the Scheme of Amalgamation of Solectron EMS India Limited with the Company

As the Appointed Date as per the Scheme is April 1, 2009 the results for the year 2009-10 includes the results of Solectron EMS India Limited which has been amalgamated with the Company but the previous years (2008-09) figures do not include the results of Solectron EMS India Limited.

During the year, significant contributions were made in the Strategic electronic programs. The investments made in the global sales & marketing initiatives have started to yield results during the year in the form of new customers and new product introductions. These will result in higher revenues in the coming years.

SUBSIDIARY

During the second full year of operations, Centum Rakon India Private Limited has registered revenue of Rs.533.87 million and posted Profit before Taxes of Rs. 20.12 million.

DIVIDEND

A dividend of 10% on the paid up share capital of the company is recommended. The dividend payout is Rs. 1,23,33,333 and the tax on dividend for the year is Rs. 20,96,050

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial statements have been prepared by the Company in accordance with the applicable Accounting standards (AS-21, AS-23 and AS-27) issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereon form part of the Annual Report.

HUMAN RESOURCES

The human capital has been recognized as a vital factor in achieving the goals and objectives of the organization. Emphasis is placed to build a network of dedicated and experienced professionals who would strive for organizational growth by maximizing the effectiveness while the policies and practices would foster employees satisfaction, retention and productivity.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company excluding

the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office address.

EMPLOYEE STOCK OPTION PLAN

As a measure of rewarding the employees, your company had introduced an Employee Stock Option Plan (ESOP) during the previous year.

The particulars prescribed under Guideline 12.1 of the SEBI (Employee Stock Option scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in the annexure included in this report

DIRECTORS

The Changes that had occurred in the composition of the Board of Directors are given below:

Mr. Som Mittal resigned as Director w.e.f. December 14, 2009

Mr. Manoj Nagrath was appointed as an Additional director w.e.f. January 5, 2010

Mr. Rajiv C Mody was appointed as an Additional director w.e.f. August 7, 2010

Mr. Manny Marimuthu was appointed as an Additional director w.e.f. August 9, 2010

In terms of the provisions of Section 256 and other applicable provisions, if any, of the Companies Act, 1956, Mr. S. Krishnan, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The particulars relating to Mr. S. Krishnan are mentioned in the Report of Corporate Governance. Your Directors recommend for re-appointment of Mr. S. Krishnan.

None of the Directors of the company are disqualified for being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

The required resolutions for re-appointment of the aforesaid director have been included in the notice convening ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of annual accounts for the year ended 31st March 2010 all the applicable Accounting Standards had been followed along with the proper explanations relating to material departures, if any;

ii. accounting policies were adopted and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit or loss of the Company for year ended on that date;

iii.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; and

iv. the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has complied with the requirements. The Certificate on compliance of Corporate Governance requirements, issued by the Statutory Auditors is annexed to the Report of Corporate Governance.

AUDITORS

M/s BSR & Co., Chartered Accountants, Statutory Auditors of the company will retire at the forthcoming annual general meeting and they are eligible for re-appointment. Your Directors recommend the re-appointment of the above Statutory Auditors and resolution in this regard forms part of the agenda for the forthcoming Annual General Meeting, requiring approval of the shareholders. The retiring auditors have furnished a certificate of their eligibility for reappointment under Sec 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the requirements of the listing agreement, a detailed Management Discussion and Analysis Report giving details of the companys business and operating results is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are given in the annexure included in this report.

ACKNOWLEDGEMENTS

Your Directors thank the customers for their continued patronage and the investors, bankers and vendors for their continued support.

Your Directors acknowledge and thank the invaluable contributions of all the employees, who have demonstrated their skill, teamwork and commitment through their competence, hard work, cooperation and support.

Your Directors would also like to place on record the support received from, the Electronic Hardware Technology Park, the Customs and Excise Departments, the Reserve Bank of India, the Department of Industries and Commerce, Karnataka, the Karnataka Udyog Mitra and all the other Central and State Governmental agencies.

for and on behalf of the Board

Place: Bangalore Apparao V Mallavarapu S. Krishnan

Date: 12 August 2010 Managing Director Director

 
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