Dear Members,
The Directors have pleasure in presenting the 45th Annual
Report and Audited Accounts of the Company for the Financial Year ended March 31, 2023.
1. Financial Highlights
The summarized performance of the Company for the Financial Years
2022-2023 and 2021-2022 is given below:
Particulars |
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Net revenue from operations |
2,090.39 |
2,808.76 |
1,28,645.01 |
67,993.48 |
Net Gain/(Loss) on Fair value change |
- |
534.24 |
1,513.49 |
- |
Add: Other operating income |
500.00 |
367.69 |
847.40 |
1,459.71 |
Total revenue from operations |
2,590.39 |
3,710.68 |
1,31,005.91 |
69,453.19 |
Other Income |
3,224.88 |
2,605.29 |
5,543.96 |
1,978.54 |
Total Income |
5,815.27 |
6,315.97 |
1,36,549.86 |
71,431.73 |
Total Expenditure before finance cost, depreciation &
exceptional items and taxes and impairment of financial assets |
6,199.62 |
3,330.05 |
80,290.54 |
44,151.29 |
Profit/(Loss) before finance cost, depreciation,
exceptional items and taxes and impairment |
(384.35) |
2,985.92 |
56,259.33 |
|
27,280.45 of financial assets |
|
|
|
|
Impairment of Financial Assets |
105.93 |
859.59 |
6,688.64 |
10,566.81 |
Profit/(Loss) before finance cost, depreciation,
exceptional items and taxes |
(490.28) |
2,126.33 |
49,570.69 |
16,713.63 |
Less: Finance cost |
7,127.40 |
5,508.30 |
63,640.09 |
32,998.70 |
Profit/(Loss) before depreciation, exceptional items and
taxes |
(7,617.67) |
(3,381.97) |
(14,069.40) |
(16,285.07) |
Less: Depreciation |
170.12 |
185.46 |
3,795.03 |
2,146.81 |
Profit before exceptional items and taxes |
(7,787.79) |
(3,567.44) |
(17,864.43) |
(18,431.87) |
Add/Less :Net Profit for the year from |
- |
11.98 |
- |
- |
Discontinued Operations |
|
|
|
|
Profit/(Loss) before taxes |
(7,787.79) |
(3,555.46) |
(17,864.43) |
(18,431.87) |
Less: Provision for current taxation |
0.13 |
92.51 |
1,566.17 |
593.22 |
Less: Provision for Income Tax for earlier Years |
(118.93) |
(119.10) |
(1,104.87) |
(42.94) |
Less: Provision for deferred taxation and MAT |
(431.50) |
(137.34) |
(31.86) |
11.77 |
Profit/(Loss) after taxes available for appropriation. |
(7,237.49) |
(3,391.53) |
(18,293.87) |
(18,993.92) |
Total Other Comprehensive Income/(Loss) |
0.19 |
(6.71) |
76.92 |
(447.14) |
Add: Share in Profit/(Loss) of Associates |
- |
- |
- |
- |
Less: Minority Interest |
- |
- |
- |
- |
Balance to be carried forward |
(7,237.30) |
(3,398.22) |
(18,216.95) |
(19,441.05) |
2. Financial Performance and State of Company Affairs
Information on the operational and financial performance of the Company
is given in the Management Discussion and Analysis Report, which is annexed to this Report
and is in accordance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations).
3. Consolidated Financial Statements
As per Regulation 33 of the Listing Regulations and applicable
provisions of the Companies Act, 2013 (the Act), read with the Rules issued
thereunder, the Consolidated Financial Statements of the Company for the Financial Year
2022-23, have been prepared in compliance with applicable IND AS and on the basis of
Audited Financial Statements of the Company, its Subsidiaries and Associate Companies, as
approved by the respective Board of Directors. In accordance with the applicable IND AS
110 on Consolidated Financial Statements read with the Listing Regulations, the
Consolidated Audited Financial Statements for the year ended March 31, 2023, are provided
in the Annual Report.
A statement containing the salient features of the Financial Statements
of each of the Subsidiary and Associates in the prescribed Form AOC-1 is annexed as Annexure
A to this Annual Report.
The Company shall provide free of cost, the copy of the Financial
Statements of its Subsidiaries to the Shareholders upon their request. The statements are
also available on the website of the Company www. centrum.co.in.
4. Transfer to Reserves
No amount has been transferred from Profit and Loss Account to
Reserves. H 368.09 Lakhs are being transferred from Share Outstanding Option Account to
General Reserve. No amount has been transferred from Debenture Redemption Reserve to
General Reserve.
5. Dividend
With a view to conserve resources for future operations and growth, the
Board has not recommended any dividend for Financial Year 2022-23.
In accordance with Regulation 43A of the Listing Regulations, the
Company has formulated a Dividend Distribution Policy' and details of the same
have been uploaded on the Company's website www.centrum.co.in
6. Unclaimed Dividend
Details of Unclaimed Dividend as on March 31, 2023:
Particulars |
Amount (J) |
Corresponding Shares liable to be
transferred to IEPF |
Dividend Account 2016-17 |
1,62,296.05 |
32,45,921 |
Interim Dividend Account 2017-18 |
1,57,321.80 |
31,46,436 |
Final Dividend Account 2018-19 |
1,06,331.30 |
21,26,626 |
7. Business Overview & Future Outlook
A detailed business review & outlook of the Company are appended in
the Management Discussion and Analysis section of the Annual Report.
8. Merger & Acquisition
Hon'ble National Company Law Tribunal, Mumbai issued order dated
April 10, 2023 for merger of Centrum Microcredit Limited, Wholly-owned subsidiary of the
Company with Centrum Capital Limited with appointed date as April 01, 2022 (CML
Merger Order).
9. Share Capital
Pursuant to the CML Merger Order, the Authorised Share Capital of the
Company is now H1,65,01,00,000
(Rupees One Hundred Sixty Five Crores and One Lakh Only) divided into
1,65,01,00,000 (One Hundred Sixty Five Crores and One Lakh) Equity Shares of H 1 each.
During the Financial Year under review, there was no change in the paid-up Share Capital
of the Company.
10. Debentures
During the Financial Year under review, the Company issued 21,232
Unlisted Market Linked Debentures amounting to H21,411.54 Lakhs (including premium) and
redeemed 10,426 Listed Market Linked Debentures amounting to H10,426.00 Lakhs.
11. Credit Rating
As on the date of the report there are no outstanding listed MLDs. The
last rating was taken by the Company on August 25, 2022 wherein the Company's
outstanding Principal Protected Market Linked Debentures (PPMLD) of H 43.14 crores were
assigned a rating of BWR PPMLD
BBB / Negative (Reaffirmed and Outlook assigned as Negative and
resolved Credit Watch with developing implications) by Brickwork Ratings.
12. Debenture Trustees
Beacon Trusteeship Limited acts as the Debenture Trustee for all
Non-convertible Debentures (NCDs) issued by the Company.
13. Management Discussion and Analysis
The Management Discussion and Analysis forms an integral part of this
Report and gives details on the overall industry structure, economic developments,
performance and state of affairs of the Company's various businesses, internal
controls and their adequacy, risk management systems and other material developments
during the Financial Year 2022-23. The Management Discussion and Analysis is annexed as Annexure
B to this Annual Report.
14. Business Responsibility and Sustainability
Report
The Group is committed to reducing its carbon footprint, implementing
sustainable practices, and preserving natural resources. On the Social front, the group is
promoting diversity and inclusion, respecting human rights, and engaging with local
communities. As part of its Governance approach, the group ensures transparency,
accountability, and ethical behaviour throughout the organization.
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report (BRSR) is annexed as Annexure C
and forms part of the Annual Report.
15. Material Changes and Commitments
There were no material changes and commitments affecting the financial
position of your Company between the end of the Financial Year and date of the Report.
16. Shifting of Registered Office s
During the year under review the registered office of the Company was
shifted from 2nd floor, Bombay Mutual Building, Dr. D. N. Road, Fort Mumbai -
400001 to Level-9, Centrum House, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East)
Mumbai 400098 within the jurisdiction of the same Registrar of Companies i.e.
Mumbai, with effect from December 05, 2022.
17. Corporate Governance Report
At Centrum, we ensure that we evolve and follow corporate governance
guidelines not just to boost long-term shareholder value, but also to respect minority
interest. We consider it our responsibility to disclose timely and accurate information
regarding financial, business performance and governance of the Company.
In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors on its
compliance forms an integral part of this Report. The Corporate Governance Report is
annexed as Annexure D to this Annual Report.
18. Listing Fees
The Company's equity shares are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE) and the Company has paid listing fees up to
the Financial Year 2023-24.
19. Number of Meetings of the Board and its
Committees
The details of the Meetings of the Board of Directors and its
Committees, convened during the Financial Year 2022-23 are given in the Corporate
Governance Report, which forms part of this Report.
20. Selection of New Directors and Board Membership Criteria
The Nomination and Remuneration Committee works with the Board to
determine the appropriate characteristics, skills and experience required by the Board as
a whole and its individual members with the objective of having a Board with a diverse
background and rich experience in business. Characteristics expected from all Directors
include independence, integrity, high personal and professional ethics, sound business
judgment, ability to participate constructively in deliberations and willingness to
exercise authority in a collective manner. The Policy regarding the same is available on
the website of the Company www.centrum.co.in
21. Nomination and Remuneration Policy
The Company has in place a Nomination and Remuneration Policy for
Directors, Key Managerial Personnel, Senior Management and other employees pursuant to the
provisions of the Act and the Listing Regulations, as set out in Annexure E, which
forms part of this Report.
22. Familiarisation Programme for Independent Directors
In terms of Listing Regulations, the Company is required to familiarize
it's Independent Directors with their roles, rights and responsibilities in the
Company etc., through interactions and various programmes. The Independent Directors are
also required to undertake appropriate induction and regularly update and refresh their
skills, knowledge and familiarity with the Company in terms of Schedule IV of the Act. The
details on the Company's Familiarization Programme for Independent Directors is
available on the Company's website www.centrum.co.in
23. Board Evaluation
Pursuant to the provisions of the Act, read with the Rules issued
thereunder and the Listing Regulations (including any statutory modification(s) or reenactment(s)
for the time being in force), the process for evaluation of the annual performance of the
Directors/ Board/Committees was carried out. The criteria applied in the evaluation
process is detailed in the Corporate Governance Report, which forms part of this Report.
In a separate Meeting of Independent Directors, evaluation of the performance of Non-
Independent Directors, performance of Board as a whole and performance of the Chairman was
done after taking into account the views of Executive and Non-Executive Directors.
24. Declaration by Independent Directors
The Company has received declarations from all Independent Directors
confirming that, they meet the criteria of independence as prescribed under the provisions
of the Act, read with the Schedules and Rules issued thereunder as well as Regulation
16(1) (b) of the Listing Regulations (including any statutory modification(s) or
reenactment(s) for the time being in force).
25. Independent Directors' Meeting
A meeting of Independent Directors was held on February 13, 2023, as
per Schedule IV of the Act read with Regulation 25(3) of Listing Regulations.
26. Changes in Directors and Key Managerial Personnel
Mr. Jaspal Singh Bindra was re-appointed as Executive Chairman of the
Company for a period of 3 years with effect from April 21, 2022 to April 20, 2025 vide
Postal Ballot Resolution passed on April 2, 2022.
Mr. Essaji Vahanvati (DIN: 00157299) was appointed as an Independent
Director by Members vide Postal Ballot Resolution dated December 20, 2022 for a period of
5 years commencing on October 14, 2022 to October 13, 2027.
Mr. Rajesh Kumar Srivastava (DIN: 00302223), was re-designated as
Non-Executive Non-Independent Director from Independent Director of the Company with
effect from November 23, 2022.
AspertheprovisionsoftheActandArticlesofAssociation of the Company, Mr.
Rishad Byramjee (DIN: 00164123) Non-Executive Director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting (AGM) and being eligible, seeks
re-appointment. The Board has recommended his re-appointment.
Information pursuant to Regulation 36(3) of the Listing Regulations
with respect to the Director seeking Reappointment is appended to the Notice convening the
ensuing Annual General Meeting. The Board recommends his re-appointment.
Due to increased personal commitments, Mr. Rajasekhara Reddy
(DIN: 02339668), Non-Executive Independent Director of the Company resigned from the
directorship of the Company with effect from September 05, 2022.The Board places on record
its appreciation for the valuable services rendered by him during his tenure as Director
of the Company.
Mr. Balakrishna Kumar was appointed as Company Secretary of the Company
w.e.f. April 8, 2022 till May 9, 2022.
Mr. Parthasarathy Iyengar was appointed as the Company Secretary and
Compliance Officer of the Company w.e.f. May 10, 2022.
27. Key Managerial Personnel
Mr. Jaspal Singh Bindra is the Executive Chairman of the Company. Mr.
Sriram Venkatasubramanian is the Chief Financial Officer. Mr. Parthasarathy Iyengar is the
Company Secretary and Compliance Officer of the Company.
28. Disclosure under Section 197(14) of the Act.
The Executive Chairman of the Company has not received any commission
from its holding or subsidiary companies. The Executive Chairman received a sum of H
1,00,000/- from Unity Small Finance Bank Limited (Bank) as a fee for attending
the Board Meetings of the Bank.
29. Directors' Responsibility Statement
Pursuant to Section 134 of the Act (including any statutory
modification(s) or reenactment(s) for the time being in force), the Directors of the
Company confirm that: (a) in the preparation of the annual accounts for the Financial Year
ended March 31, 2023, the applicable IND AS and Schedule III of the Companies Act, 2013
(including any statutory modification(s) or reenactment(s) for the time being in
force), have been followed and there are no material departures from the same; (b) the
Directors have selected such accounting policies, 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, 2023 and of the profit and
loss of the Company for the Financial Year ended March 31, 2023; (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 (including any statutory modification(s) or
reenactment(s) for the time being in force) 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) proper internal financial controls laid down by the Directors
were followed by the Company and that such internal financial controls are adequate and
operating effectively; and (f) proper systems to ensure compliance with the provisions of
all applicable laws were in place and that such systems were adequate and operating
effectively.
30. Audit Committee
The primary objective of the Audit Committee is to monitor and provide
effective supervision of the Management's financial reporting process and ensure
accurate and timely disclosures with the highest levels of transparency and integrity and
quality of financial reporting.
The Committee met 6 (Six) times during the period under review. The
details are given in the Corporate Governance Report that forms part of this Report. As on
March 31, 2023, the composition of the Audit Committee was as follows:
Sr. No. Name |
Category |
Designation in Committee |
1 Mr. Subhash Kutte |
Independent Director |
Chairman |
2 Mr. Rishad Byramjee |
Non-Executive Director |
Member |
3 Mr. Narayan Vasudeo Prabhutendulkar |
Independent Director |
Member |
The recommendations of Audit Committee given from time to time were
considered and accepted by the Board.
31. Contracts/Arrangement with Related Party
In line with the requirements of the Act, the Company has formulated a
policy on Related Party Transactions, which describes the transactions requiring requisite
approvals and requirements of appropriate reporting and disclosure of transactions between
the Company and its related parties. The said policy has also been uploaded on the
Company's website www.centrum.co.in
All Related Party Transactions that are entered into by the Company are
placed before the Audit Committee for review and approval, as per requirements of Section
177 read with Section 188 of the Act and Regulation 23 of the Listing Regulations. In
accordance with Section 188 of the Companies Act, 2013, all material related party
transactions, and transactions not at arms' length are disclosed in Form AOC-2
provided in Annexure F to this Report.
32. Internal Financial Control and Adequacy
The Company has put in place adequate policies and procedures to ensure
that the system of Internal Financial Control is commensurate with the size and nature of
the Company's business.
These systems provide a reasonable assurance in respect of providing
financial and operational information, complying with applicable statutes, safeguarding
assets of the Company, prevention and detection of fraud, accuracy and completeness of
accounting records and ensuring compliance with Company's policies.
33. Risk Management Policy
The Company has a Risk Management Policy in place, which identifies all
material risks faced by the Company.
Due to volatility in the financial markets, the Company is exposed to
various risks and uncertainties in the normal course of business. Since volatility can
impact operations and financials, the focus on risk management continues to be high.
Centrum's risk management strategy has product neutrality, speed
of execution, reliability of access and delivery of service at its core. Multiple services
and diverse revenue streams, enable the Company to ensure continuity in offering
customized solutions to suit client needs at all times.
34. Conservation of Energy, Technology
Absorption and R & D Efforts and Foreign
Exchange Earnings and Outgo
A. Conservation of Energy
The Company's operations call for nominal energy consumption cost
and there were no major areas where conservation measures could be applied on. However,
the Company is making continuous efforts to conserve energy and optimize energy
consumption practicable by economizing the use of power.
B. Technology Absorption and R & D Efforts
The Company utilizes technology that not only adheres to Industry
Standards but also seeks to provide a competitive advantage over competition. Accordingly,
efforts are made to maintain and develop the quality of products / services to meet the
expectations of the market.
C. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the Financial Year under
review was H30.54 Lakhs and H49.06 Lakhs respectively as compared to previous Financial
Year, in which it was H126.45
Lakhs and H38.64 Lakhs respectively.
35. Subsidiaries, Joint Ventures and Associates
A separate statement containing salient features of the Financial
Statements of all Subsidiaries and Associates of the Company forms part of the
Consolidated Financial Statements in compliance with Section 129 and other applicable
provisions, if any, of the Act. There has been no material change in the nature of the
business of the Subsidiaries and Associates. Further, pursuant to the provisions of
Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial
Statements along with relevant documents and separate Audited Financial Statements in
respect of Subsidiaries and Associates, are available on the website of the Company
www.centrum.co.in The Company does not have any Joint Ventures.
A. During the Financial Year under review, following capital
transactions were undertaken: i. The company has not infused any additional capital in
the subsidiary or associates. ii. The Company has 16 Subsidiaries (including step-down
Subsidiaries and 1 Associate Company as on March 31, 2023. iii. Further, a Report on the
financial performance of each subsidiary and associate and salient features of the
Financial Statements are provided in the prescribed Form AOC-1, annexed to this Report
B. Material Subsidiaries
During the Financial Year under review, the Company had the following
Material Subsidiaries as per the thresholds laid down under the Listing Regulations:
Pursuant to Regulation 16(1)(c) of the Listing Regulations following were considered as
Material Subsidiaries during Financial Year 2022-23:
1) Centrum Retail Services Limited
2) Centrum Financial Services Limited
3) Centrum Housing Finance Limited
4) Centrum Microcredit Limited
5) Centrum Wealth Limited
6) Unity Small Finance Bank Limited
7) Centrum Broking Limited
Pursuant to Regulation 24 of the Listing Regulations following were
considered as Material Subsidiaries during Financial Year 2022-23::
1) Centrum Retail Services Limited
2) Centrum Financial Services Limited
3) Centrum Housing Finance Limited
4) Centrum Wealth Limited
5) Unity Small Finance Bank Limited
The Board of Directors has approved a Policy for determining Material
Subsidiaries, which is in line with the Listing Regulations as amended from time to time.
The Policy has been uploaded on the Company's website www.centrum.co.in.
36. Auditors and Auditors Report
The Members of the Company at the 43rd Annual General
Meeting held on August 26, 2021, appointed M/s. Sharp & Tannan, Chartered Accountants
(Firm Registration No.- 109982W) as the Statutory Auditors of the Company for a period of
five years, to hold office from the conclusion of the 43rd Annual General
Meeting to the conclusion of the 48th Annual General Meeting to be held in the
year 2026.
The observations made by the Statutory Auditors on the Financial
Statements of the Company, in their Report for the Financial Year ended March 31, 2023,
read with the Explanatory Notes therein, are self-explanatory and, therefore, do not call
for any further explanation or comments from the Board under
Section 134(3)(f) of the Act. There are no qualifications, reservations
or adverse remarks made by M/s. Sharp
& Tannan, Statutory Auditors, in their report for the Financial
Year ended March 31, 2023.
Pursuant to provisions of Section 143(12) of the Act, the Statutory
Auditors have not reported any incident of fraud during the year under review.
37. Secretarial Auditors
The Board had appointed Mr. Umesh P Maskeri, Company Secretary in
practice, as Secretarial Auditor, to conduct the secretarial audit, for the Financial Year
ended March 31, 2023. Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report
of the Secretarial Auditor is provided as Annexure G to this Report.
There are no qualifications, reservations or adverse remarks made by
the Secretarial Auditor in his report.
The Company has obtained an Annual Secretarial Compliance Report from
Mr. Umesh P Maskeri, Company Secretary in practice and shall submit the same to the Stock
Exchanges within the prescribed timelines.
As per the requirements of Listing Regulations, Practicing Company
Secretaries of the material unlisted subsidiaries of the Company have undertaken
secretarial audits of subsidiaries for FY23.
The Secretarial Audit Reports of the unlisted material subsidiaries
viz. Centrum Broking Limited, Centrum Financial Services Limited, Centrum Retail Services
Limited and Centrum Wealth Limited have been annexed to this Report.
38. Utilization of proceeds of Preferential Allotment
The Company did not raise any funds through any preferential allotment.
However, members are requested to note that, the Company as per its business requirements
from time to time raises funds through issuance of privately placed market linked
debentures under Section 42 of the Act. The Company has not utilized these funds for
purposes other than those stated in the Offer Letter.
39. Particulars of Employees and Remuneration
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in
respect of the employees of the Company is annexed herewith as Annexure H.
The details of employees' remuneration under Rule 5(2) & 5(3)
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is
provided in separate Annexure to this Report. In terms of the second proviso to Section
136(1) of the Act and the rules made thereunder, the Board's Report is being sent to
the members without the aforesaid Annexure. Members interested in obtaining copy of the
same may send an email to the Company Secretary and Compliance Officer at
secretarial@centrum.co.in None of the employees listed in the said Annexure are related to
any Director of the Company.
40. Particulars of Loans, Guarantees and
Investments
Details of loans, guarantees and investments under the provisions of
Section 134(3)(g) and 186(4) of the Act, read with the Companies (Meetings of Board and
its Powers) Rules, 2014, as on March 31, 2023, are set out in Note 43 of the Standalone
Financial Statements forming part of this Report.
41. Disclosure as per Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to provide a healthy environment to all its
employees and has zero tolerance for sexual harassment at workplace. In order to prohibit,
prevent and redress complaints of sexual harassment, the Company has constituted an
Internal Complaints Committee in line with the provision of Section 4(1) of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There
were no complaints during the Financial Year 2022-23.
42. Details as per SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations,
2021
Statement pursuant to Regulation 14 read with Part F of Schedule I of
the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section
62(1) (b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 is available on the Company's website www.centrum.co.in.
There were no instances of non-exercising of voting rights in respect
to shares purchased directly by the employees under a scheme pursuant to Section 67(3) of
the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and
hence no information has been furnished.
43. Corporate Social Responsibility (CSR)
The Company had no CSR obligation during the year under review.
44. Extract of Annual Return
The Annual Return of the Company as on March 31, 2023, in Form MGT-7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, shall be available on the website of the Company at
www.centrum.co.in
45. Public Deposits
During the year under review, the Company has not accepted any deposits
within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014, (including any statutory modification(s) or reenactment(s)
for the time being in force).
46. Significant and Material orders passed by the
Regulators
There are no significant material orders passed by the Regulators or
Courts or Tribunals that impact the Company's going concern status and its future
operations.
47. Disclosure on compliance with Secretarial
Standards
The Company confirms that the Secretarial Standards issued by the
Institute of Company Secretaries of India, were complied with.
48. Whistle Blower Policy
The Company has a Whistle Blower Policy to report genuine concerns or
grievances and to provide adequate safeguards against victimization of persons who may use
the mechanism. The Whistle Blower Policy encourages the employees and other parties to
report unethical behaviour, malpractices, wrongful conduct, fraud, violation of the
Company's policies & values, violation of law by any employee of the Company
without any fear of retaliation. The mechanism provides for adequate safeguards against
victimization of employees to avail of the mechanism and also provides for direct access
to the Chairperson of the Audit Committee in exceptional cases. There were no Whistle
Blower Complaints received during the financial year 2022-23. The Whistle Blower Policy
has been posted on Company's website i.e. www.centrum.co.in
49. Reporting of Frauds
During the Financial Year under review, neither the Statutory Auditors
nor the Secretarial Auditors have reported any instances of fraud against the Company by
its officers or employees as laid down under Section 143(12) of the Act and Rules framed
thereunder.
50. Investor Relations
The Company has an effective Investor Relations Program through which
continuous interactions with the investment community are done using various communication
channels viz. Individual Meetings, One-on-One interactions.
The Company ensures that critical information is made available to all
its investors by uploading such information on the Company's website under the
Investor Relations section.
The Company also intimates stock exchanges regarding upcoming events
like declaration of quarterly & annual earnings with Financial Statements and other
such matters having bearing on the share price of the Company.
51. General
The Directors state that no disclosure or reporting is required in
respect to the following items as there were no transactions pertaining to these items
during the period under review.
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. There was no revision in financial statements.
3. Company has not issued any sweat equity shares.
4. The Company has not declared any dividend for the Financial Year
2015-16. Therefore, there was no unclaimed and unpaid dividend and hence disclosure
pursuant to Section 124 of the Act and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, was not required.
5. Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act, are not applicable for the
business activities carried out by the Company.
52. Human Resource and Employee Relationship
There is an ongoing emphasis on building a progressive Human Resources
culture within the organization. Structured initiatives that foster motivation, teamwork
and result orientation continue to be addressed.
53. Disclosures with respect to demat suspense account/ unclaimed
suspense account
The Company has no shares lying in the demat suspense account or in the
unclaimed suspense account.
54. Web link
All the Policies including the following framed by the Company as per
the Companies Act, 2013 and Listing Regulations are uploaded on the Company's website
at www.centrum.co.in.
- Nomination and Remuneration Policy
- Remuneration criteria for Non-Executive Directors
- Related Party Transaction Policy
- Familiarisation Programme for Independent Directors
- Policy on determining Material Subsidiaries
55. Cautionary Statement
Statements in the Directors' Report and the Management Discussion
& Analysis describing the Company's objectives, expectations or forecasts may be
forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed. Important factors that could influence
the Company's operations include global and domestic demand and supply conditions,
changes in government regulations, tax laws, economic developments within the country and
such other factors that may affect the markets/ industry in which the company operates.
56. Acknowledgement:
The Directors wish to convey their gratitude and place on record their
appreciation for employees across levels for their hard work, solidarity, cooperation and
dedication during the year.
The Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory and government authorities
for their continued support.
For and on Behalf of the Board of Directors |
For Centrum Capital Limited |
Jaspal Singh Bindra |
Executive Chairman |
DIN: 00128320 |
Place: Mumbai |
Date: May 19, 2023 |