Directors Report of Cenlub Industries Ltd.

Mar 31, 2018

BOARD''S REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH 2018

Your Directors are pleased to inform you that the Amalgamation of M/s Minihyd Hydraulics Limited and M/s Ganpati Handtex Private Limited with your Company on the appointed date i.e. 1^st April, 2016 was approved by the Chandigarh Bench of National Company Law Tribunal (NCLT) on 11^th September, 2017. Accordingly, M/s Minihyd Hydraulics Limited and M/s Ganpati Handtex Private Limited and M/s Cenlub Indistries Limited have been amalgamated, effective from 1^st April, 2016, being the appointed date.

The merger is expected to result in creation of a combined entity and synergy in the business besides achieving economies of scale. Combining the functions and the operations of both the companies is expected to result In better performance with the benefits in the form of better utilization of managerial, technical and the financial resources, thereby enhancing the value of stakeholders. The amalgamation and restructuring is expected to result in Operational rationalization, Cost reduction, better administration and organizational efficiency.

The Directors are pleased to present their Twenty Sixth Annual Report together with the audited financial statements (post-merger of M/s Minihyd Hydraulics Limited and M/s Ganpati Handtex Pvt Limited with your Company) of the Company for the financial year ended 31^st March, 2018.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Audited Financial Results of the Company for the year ended 31^st March, 2018 are as follows:

FINANCIAL RESULTS	Amounts in (Lacs) except for EPS
Particulars	2017-18	2016-17
Revenue from Operations	3773.72	3920.64
Other Income	100.95	92.93
Total Income	3874.67	4013.57
Gross Profit Before Depreciation, Interest and Tax(PBDIT)	674.12	593.28
Finance cost	120.75	181.42
Depreciation & Amortization expense	77.96	74.55
Profit/(Loss) Before Exceptional items & Tax	475.40	337.31
Exceptional Items net (Loss)/Gain	0	0
Provision for Tax Expenses	127.18	118.40
Profit/(Loss)After Tax	348.23	218.91
Other Comprehensive Income	0	0
Total Comprehensive Income	0	0
Earnings per Equity share of Rs.10/- Basic	7.47	4.69
Earnings per Equity share of Rs.10/-Diluted(Rs.)	7.47	4.69

OPERATIONS

The revenue from operations recorded for the financial year ended 31^st March 2018 was Rs. 3874.68 lacs as compared to Rs. 4013.57 lacs in the previous financial year ended 31^st March 2017.

PROFITABILITY

The profit before tax in financial year 2017-2018 is Rs 475.41 lacs (Rs. 337.31 lacs in Financial Year 2016-2017) improved by 40.94% and profit after tax at Rs. 348.23 lacs (Rs 218.91 lacs in Financial Year 2016-2017) improved by 59.07%. The growth was relatively lower due to the lingering impact of implementation of the Goods and Service Tax (GST) during the year.

SHARE CAPITAL OF THE COMPANY

Pursuant to the order of Hon''ble National Company Law Tribunal , Chandigarh Bench (NCLT, Chandigarh) dated 11th September 2017 approving the scheme of Amalgamation and arrangement of M/s Minihyd Hydraulics Limited (Transferor Company 1) and M/s Ganpati Handtex Private Limited (Transferor Company 2) with our company i.e, M/s Cenlub Industries Limited (Transferee Company), the Authorized Share Capital of your company now comprises of 5,510,000 Equity shares of Rs.10/- each aggregating to Rs. 55,100,000/-.

Our company has allotted 6,74,360 Equity Shares to the erstwhile shareholders of M/s Minihyd Hydraulics Limited (Transferor Company 1) on 17^th October , 2017 in the ratio of 40:1 i.e. Forty shares of Rs. 10 each in Cenlub Industries Limited for every one share of Rs 100 each held in Minihyd Hydraulics Limited.

Further 1,31,461 Equity Share held by M/s Minihyd Hydraulics Limited (Transferor Company 1) in M/s Cenlub Industries Limited (Transferee Co) stands cancelled on account of cross shareholding as per scheme of amalgamation .

Thus, the Issued, Subscribed and Paid Up Equity Share Capital of your company now comprises of 4,662,899 Equity shares of Rs.10/- each aggregating to Rs. 46,628,990 /-

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

No material changes and commitments which could affect the Company''s financial position have occurred since the close of the financial year, i.e.,31^st March 2018 . Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2017-18 due to increase in the commitments towards repayments to the leading Banks .

PUBLIC DEPOSITS

The Company has not accepted / renewed any deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,during the Financial Year 2017-2018, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

SUBSIDIARY , JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Holding, Associate company or Joint venture Company. M/s Ganpati Handtex Private Limited was the Subsidiary company of our company. However M/s Ganpati Handtex Private Limited has been amalgamated with M/s Cenlub Industries Limited by the order of Hon''ble National Company Law Tribunal ,Chandigarh Bench dated 11^th September 2017 and is dissolved without winding up.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ansh Mittal (DIN: 00041986) and Mr. Virendra Kumar Gupta (DIN: 00006461), being longest in the office, shall retire by rotation at the ensuing 26**'' Annual General Meeting and being eligible, offers themselves for re-appointment.

There were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review except Mr. Virendra Kumar Gupta (DIN 00006461), Whole-time Director, has been re-appointed as Whole-time Director, for a further period of three (3) years w.e.f. August 01, 2017, at the Annual General Meeting held on 23^rd September 2017.

As on March 31, 2018, your Company has Ten (10) Directors consisting of (5) Executive Directors including one (1) Woman Director and five (5) Independent Directors, including one (1) Woman Director.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD:

A notice of the Board Meeting is circulated well in advance with the Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision.

The Board met ten (10) times during the Financial Year ended 31^st March 2018 viz., on 2^nd May 2017, 26^th May 2017, 31^st July 2017 , 11^th August 2017, 13^th September 2017, 17^th October 2017, 9^th December 2017, 10^thFebruary 2018 , 24^th February 2018 and 31^st March 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations. Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board''s Report.

Additionally, during the Financial Year ended 31^st March 2018 a separate meeting of the Independent Directors was convened on 17^th March 2018, in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations. Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was discussed, covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Chairman.

AUDIT COMMITTEE

An Audit Committee was comprised of Shri. Dinesh Kaushal (Chairman) ,Shri. Ashok Kumar Agarwal (Member) and Shri. Krishna Gopal Gupta (Member). However the Committee was reconstituted by the Board of Directors of the Company on its meeting held on 11^th August 2017 in accordance with the provisions of Section 177 of the Companies Act, 2013, comprises Independent Directors, namely :

1. Shri. Dinesh Kaushal (Chairman) (DIN: 00006490);

2. Shri. Ashok Kumar Agarwal (Member) (DIN: 00006512); and

3. Smt. Sujata Arora (Member) (DIN: 07585453).

All the recommendations made by the Audit Committee during the Financial Year under review were accepted by the Board.

The Audit Committee met 6 (six ) times during the year i.e 24^th May 2017 , 11^th August 2017 , 12^th September 2017 , 8^th December 2017 , 9^th February 2018 and 31^st March 2018.

NOMINATION AND REMUNERATION COMMITTEE

An Nomination and Remuneration Committee (''NRC'') was comprised of Shri Krishna Gopal Gupta (Chairman) , Shri. Om Prakash Varma (Member) and Shri Ashok Kumar Agarwal (Member). However the Committee was reconstituted by the Board of Directors of the Company on its meeting held on 11^th August 2017 in accordance with the provisions of Section 178(3) of the Companies Act, 2013, comprises:

1. Mr. Krishna Gopal Gupta (Chairman) (DIN: 00222525);

2. Mr. Ashok Kumar Agarwal (Member) (DIN: 00006512); and

3. Smt. Sujata Arora (Member) (DIN: 07585453).

The Nomination and Remuneration Committee met 2 (Two) times during the financial year i.e 28^th July 2017 and 12^th September 2017. STAKEHOLDER RELATIONSHIP COMMITTEE

An Stakeholder Relationship Committee (''SRC'') was comprised of Shri. Ashok Kumar Agarwal (Chairman) , Shri Vijendra Kumar Mittal (Member) and Shri Krishna Gopal Gupta (Member). However the Committee was reconstituted by the Board of Directors of the Company on its meeting held on 11^th August 2017 in accordance with the provisions of Section 178 of the Companies Act, 2013, comprises:

1. Shri. Ashok Kumar Agarwal (Chairman) (DIN: 00006512);

2. Smt. Madhu Mittal (Member) (DIN: 00006418); and

3. Smt. Sujata Arora (Member) (DIN:07585453);

The detailed terms of reference and other information about the Committee has been provided in the Corporate Governance Report

The Stakeholder Relationship Committee (''SRC'') met 4 (Four ) times during the year i.e 29^th July 2017 , 30^thSeptember 2017 , 30^th December 2017 and 31^st March 2018.

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company''s shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 75.02% of the equity shares have been dematerialized up to 31^stMarch 2018.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as Annexure I, which forms part of this Board''s Report.

The Extract of Annual Return in Form MGT- 9 is also available on the Company''s website www.cenlub.in forming part of Annual Report. DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations, the Company has received individual declarations from all the Independent Directors, whose names are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of Independent Director of the Company for the Financial Year ended 31^st March, 2018.

1. Shri. Dinesh Kaushal ;

2. Shri. Krishna Gopal Gupta ;

3. Shri. Om Prakash Varma ;

4. Shri. Ashok Kumar Agarwal ; and

5. Smt. Sujata Arora

There has been no change in the circumstances which may affect their status as Independent director during the Financial Year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement , it is hereby confirmed that :

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if applicable ;

b. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2018, and of the Loss of the Company for the year ended 31^st March 2018;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts have been prepared on a going concern basis

e. Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company''s Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

EVALUATION OF DIRECTORS , COMMITTEE AND BOARD

In compliance with the Companies Act, 2013 and Regulation17 of Listing Regulations, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board &Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and Non-Executive Directors of the company.

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The Nomination & Remuneration Policy of the Company can be accessed at www.cenlub.in

INFORMATION ON REMUNERATION

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

No employee of the Company was drawing remuneration of Rupees one crore and two lacs or more, if employed for full year or Rupees eight lacs and fifty thousand or more per month if employed for part of the year. Therefore, the information required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III - which forms part of this Board''s Report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate, and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors.

During the Financial Year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated 16th February, 2015,notified the Indian Accounting Standards (IND AS) which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the above said notification, the Indian Accounting Standards (IND AS) 2015 is applicable on the Company for the accounting periods beginning on or after 1st April, 2017.Hence the Financial Statement has been prepared according to the relevant provisions of Companies (Indian Accounting Standards) Rules,2015.

STATUTORY AUDITORS AND AUDITORS'' REPORT

At the 25^th Annual General Meeting of the Company held on 23^rd September 2017, the members approved appointment of M/s Sanmarks & Associates, Chartered Accountants (Firm Registration No. 003343N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 30th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act 2013.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 7^th May , 2018 amending Section 139 of Companies Act, 2013 and the Rules framed thereunder , the mandatory requirement for ratification of appointment of Statutory Auditor by the Members at every Annual General Meeting has Ommitted . Accordingly, no resolution is being proposed for ratification of appointment of M/s Sanmarks & Associates, Chartered Accountants as Statutory Auditors at the forthcoming Annual General Meeting.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018:

The Auditor''s report given by M/s Sanmarks & Associates, Chartered Accountants, Statutory Auditor on the Financial Statements of the Company, for the year ended 31^st March 2018, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Ms. Apoorva Singh., Practicing Company Secretaries, (Membership No.: 35621), as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017-2018.

The Report on Secretarial Audit for the financial year 2017-2018, in Form MR-3, as Annexure IV forms integral part of this Board''s Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report except non- filing of Form CHG 1 for availing Loan of Rs. 5,57,500 (Rs. Five Lac Fifty Seven Thousand Five Hundred only) for purchase of motor vehicle, during the period under review. The same has been noted and will be filed very soon.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated Risk Management Policy and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C,D and E of schedule V shall not apply to the company. However, as a good Corporate Governance Practice the company has generally complied with the Corporate Governance requirements and a report on Corporate Governance forms part of this Annual report.

Certificate by M/s Sanmarks & Associates, Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance forms part of this Annual

report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review, as required under regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, is being given separately and forms a part of this Annual Report.

VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014,a "Vigil Mechanism Policy" for Directors and employees of the Company is in place, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

The details of "Vigil Mechanism Policy" are available on the website of the Company (http://www.cenlub.in)

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place ''Policy for Prevention and Redressal of Sexual Harassment'' in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as "the said Act") and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (''ICC'') at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

As per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr. No.	No. of cases pending as on the beginning of the Financial Year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end on the Financial Year under review
1	Nil	Nil	Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Corporate Social Responsibility is not applicable for the Company.

RELATED PARTIES TRANSACTIONS

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

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

Related Party disclosures as per AS-18 have been provided in Note-38 to the financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not provide any loans, give guarantees or made any investments during the Financial Year under review, which falls within the purview of Section 186 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, which required to reported to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Company takes pride in all of its highly motivated officers, employees and workers, who have been wholeheartedly supporting and sincerely contributing their best for the sustained success and growth of your Company as well as maintaining harmonious relations throughout the Company.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non-government authorities, customers, vendors, stock exchange and members during the period under review.

Place : Faridabad ON BEHALF OF THE BOARD OF DIRECTORS

Date : 11^th August 2018 FOR CENLUB INDUSTRIES LIMITED

VIJENDRA KUMAR MITTAL VIRENDRA KUMAR GUPTA

MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN: 00006398 DIN:00006461

---

Mar 31, 2015

Dear Members,

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

Financial Results : (Rs. in Lacs)

Particulars Consolidated

April 2014 April 2013 -March 2015 -March 2014

Revenue from operations (including other income) 3033.94 2606.90

Less expenses:

Cost of goods sold 1692.22 1480.05

Employee benefits expenses 530.46 434.50

Finance cost 201.42 197.78

Depreciation 40.47 40.48

Other expenses 393.42 412.92

Total expenses 2857.99 2565.73

Profit before exceptional extraordinary items and tax 175.95 41.17

Extraordinary items 0 0

Tax expense 57.41 12.88

Profit for the years from continuing operations 118.54 28.29

Minority interest 0 0

Profit after minority interest 0 0

Particulars Standalone

April 2014 April 2013 -March 2015 -March 2014

Revenue from operations (including other income) 3033.83 2606.55

Less expenses:

Cost of goods sold 1692.22 1477.04

Employee benefits expenses 530.46 434.50

Finance cost 201.42 197.78

Depreciation 40.47 35.62

Other expenses 393.03 420.84

Total expenses 2857.60 2565.78

Profit before exceptional extraordinary items and tax 176.23 40.77

Extraordinary items 0 0

Tax expense 57.41 12.81

Profit for the years from continuing operations 118.82 27.96

Minority interest 0 0

Profit after minority interest 0 0

Share capital

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

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

Operations

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

Extract of Annual Return

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

NUMBER OF MEETINGS OF THE BOARD

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

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

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there were no material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ;and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination And Remuneration Policy

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

Particulars of Loans And Guarantees And Investments:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

Dividend

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

State of Company's Affairs

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

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

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

RISK MANAGEMENT POLICY

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

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

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

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

AUDIT COMMITTEE

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

BOARD EVALUTION

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

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

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

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

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

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS

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

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

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

DEPOSITS

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

Internal Financial Control System

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

INFORMATION ON REMUNERATION

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

VIGIL MECHANISM

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

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

AUDITORS

a) Statutory Auditors

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

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

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

b) Cost Auditors

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

c) Secretarial Audit

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

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

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Mar 31, 2013

Dear Members

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

1. Financial Results : (Rs. in Lacs)

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

Net Sales 3303.92 3558.37 3302.90 3558.45

Other Income 63.43 64.13 63.43 64.13

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

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

Profit before tax and Extraordinary items 322.72 370.88 325.11 370.97

Less: Tax 100.83 116.47 100.83 116.05

Profit (Loss) after Tax 221.89 254.41 224.28 254.91

Add: Balance brought forward 721.25 595.72 721.98 595.95

Total available for appropriation 943.14 850.13 946.26 850.87

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

Proposed Dividend 0 103.00 0 103.00

Corporate Dividend Tax 0 16.71 0 16.71

Balance carried forward 943.14 721.25 946.26 721.99

Finance

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

MARKET SCENARIO

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

Dividend

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

Subsidiary Companies:

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

Ganpati Handtex Pvt. Ltd

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

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

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

Fixed Deposits

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

Corporate Governance

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

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

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

Particulars of Employees

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

Directors

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

Directors Responsibility Statement

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

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

Directors hereby confirm that:

(i) In the preparation of the annual accounts for the financial year 2012-13, the applicable accounting standards have been followed and there are no material departures; (ii) They have selected such accounting policies and applied them consistency and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the financial year;

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

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

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

Cost Auditors

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

Acknowledgement

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

For and on behalf of the Board

For Cenlub Industries Limited

Date: 14th August, 2013 Vijendra Kumar Mittal

Place :Faridabad Chairman & Managing Director

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Mar 31, 2012

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

1 Summarized Financial Results: (Rs. In Lacs)

Particulars Consolidated Stand Alone

2011-12 2011-12 2010-11

Net Sales 3558.37 3558.45 2736.42

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

IS x and Extraor denary Items 401.66 399.06 293.88

Less: Depredation and amortization expenses finance Gists 30.78 28.09 28.45

Profit before tax and Extraordinary Items 370.88 370.97 265.43

Less: Tax 116.47 116.05 87.32

Profit (Loss) after Tax 254.41 254.91 178.11

Add: Balance brought forward 595.72 595.95 537.55

Total available for appropriation 850.13 850.87 715.66

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

Proposed Demand 103.00 103.00 0

Corporate Dividend Tax 16.71 16.71 16.71

Balance canted forward 721.25 721.99 595.95

2. Review of Operations

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

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

1 Dividend

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

4. Subsidiary Companies:

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

1. Gan patt Handtex Pvt. Ltd

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

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

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

5. Fixed Deposits

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

6. Directors

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

7. Directors Responsibility Statement

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

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

(II) The Directors have selected accounting polices In consultation with Statutory Auditors and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review:

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

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

8. Statutory Auditors

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

9. Corporate Governance

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

- Management Discussion and Analysis;

(III) Report on the Corporate Governance;

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

10. Particulars of Employees

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

11. Acknowledgement

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

For and on behalf of the Board

For Cenlub Industries Limited

Date: 4th August 2012 Vljendra Kumar Mittal

Place :Faridabad Chairman & Managing Director

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Mar 31, 2010

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

Financial Results :

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

Particulars 2009-10 2008-09

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

Sales & other Income 1842.88 1551.46

Profit (Loss) before Deprecation & tax 216.49 171.41

Depreciation 26.17 22.06

Profit (Loss) before Tax 190.32 149.35

Provision for tax :

a) Current Tax /Income Tax 61.50 50.34

b) Fringe Benefit Tax 3.50

c) Deferred Tax liability 7.59 0.56

d) Income Tax for earlier year 1.96 0.62

Profit (Loss) after Tax 119.27 94.33

Surplus/(Deficit Carried from last year 418.28 323.94

Retained profit /(Loss) carried forward

to the next year 537.55 418.28



Review of Operations

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

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

Dividend

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

Deposits

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

Listing

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

Particulars Of Employees

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

Corporate Governance

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

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

Management Discussion & Analysis

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

Directors Responsibility Statement

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

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

(ii) The Directors have selected accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review:

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

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

Statutory Disclosures

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

Directors

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

Statutory Auditors

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

Internal Control System

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

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

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

Industrial Relations

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

Cash Flow Analysis

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

Acknowledgement

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

By Order Of The Board Of Directors

For Cenlub Industries Limited

Place : Faridabad VIJENDRA KUMAR MITTAL

Date : 24.07.2010 Chairman & Managing Director