Dear Shareholders,

The Directors present the 53^rd Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2019.

Profit for the year has shown improvement, despite the same has been impacted by inventory losses resulting from sudden drop in raw material prices in the second half of the year.

FINANCIAL RESULTS

Rs. / Lacs

Note 1: Exceptional item in current year represents write down in carrying value of machinery not in use and in previous year profit on sale of property.

DIVIDEND

We recommend a dividend at the rate of 70% (i.e. Rs. 7.00 per Equity Share of Rs. 10/- each) for the year ended 31^st March, 2019 (Previous year dividend at the rate of 70% i.e. Rs. 7.00 per equity share of Rs. 10/- each).

TRANSFER TO RESERVES

It is proposed to transfer Rs. 1000 lacs (previous year Rs. 900 lacs) to General Reserve.

COURSE OF BUSINESS

Your Company, over a period, converted Polyester spinning machines into Nylon spinning machines with strong in-house technical support. These machines have been stabilised and the Company has achieved the highest ever production and sale of Nylon Filament Yarn (NFY) and is a market leader. Your Company is further focusing on value added products and plans to add air texturising capacity.

The import of NFY from China has increased with the removal of anti-dumping duty causing pressure on margins.

Nylon Tyre Cord Fabric (NTCF) plants at both the sites Pune and Bharuch are operating at full capacity and have achieved the highest ever production and sale. There was a good demand in the year under review and to encash the opportunity, your

Company produced additional quantity of NTCF by converting imported yarn by using existing conversion facility. Your Company is continuing its efforts to increase the customer base including exports.

Your Company is constantly pursuing increase in raw material supply sources to reduce lead time for supply of raw material as well as to insulate itself from the raw material price fluctuations.

High energy cost continued to be a matter of concern, but with various initiatives, the Company expects to contain increase in energy cost.

During the current financial year 2018-19, arrangement has been made for power purchase under group captive route at Bharuch site. At Pune site 16 TPM briquette based steam boiler was commissioned. These initiatives have resulted savings in energy cost.

Laboratory at both the sites Pune and Bharuch are accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL). This will help in demonstrating superior quality of the Company’s products.

EXCISE DUTY DEMAND

An appeal in respect of excise duty demand of Rs. 22927 lacs, equal amount of penalty and interest on duty amount has been filed before Customs, Excise and Service Tax Appellate Tribunal (CESTAT) Mumbai. There is no material change and the matter is still pending. Your Company has been advised by the legal experts that it has a fair chance of ultimately succeeding in the matter and, accordingly, no provision is required to be made for the same.

EXPANSION AND MODERNISATION

Your Company maintained its leadership in Nylon Filament Yarn in terms of product range, quality parameters as well as in terms of volume. The Company has also carried de-bottlenecking in NTCF by installing cable corders and loom and further proposes to install additional cable corders and looms to enhance NTCF capacity. In order to further consolidate its position into value added NFY, the Company proposes to install Air Texturising machines.

During the year, your Company refurbished Polymerisation Column to produce 15 MT per day Nylon Chips for cost reduction.

Your Company continues to pursue diversifying its product range by offering dipped Polyester Tyre Cord Fabric and dipping services for Rayon Tyre Cord Fabric which are dependent on setting up of dipping facility. For these activities and to integrate fully its NTCF capacity, the Company has approached the Government authorities for requisite permissions.

Your Company is constantly endeavouring to become energy efficient and has initiated steps to replace some of the old equipment to reduce energy cost.

ENVIRONMENT

Both the Plant sites of the Company are environment compliant in terms of environment regulations.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure-I)

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the requirements relating to Corporate Governance. A report on Corporate Governance pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees).

Policy on Directors’ appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that-

- Remuneration to unionised workmen is based on the periodical settlement with the workmen union

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating, taking into account the performance leverage and such factors so as to attract and retain quality talent

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed thereunder, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the said Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under :

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) that 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) that the directors had prepared the annual accounts on a going concern basis;

e) that 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) that 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.

DIRECTORS

Mr. B.S. Mehta and Mr. S.K. Jain have been reappointed w.e.f. 1^st April, 2019 as Non-Executive Independent Directors of the Company for a term of five years by passing Special Resolutions by the Members of the Company through Postal Ballot on 13^th March, 2019.

In accordance with the Articles of Association of the Company Mrs. Rajashree Birla, Director of the Company will retire by rotation and, being eligible, offers herself for re-appointment.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have met five times and Independent Directors once during the year ended 31^st March, 2019.

DETAILS OF COMMITTEES OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee of Directors, Stakeholders’ Relationship Committee of Directors and Share Transfer Committee of Directors, number of meetings held of each Committee of Directors during the financial year 2018-19 and meetings attended by each member of the Committee as required under the Companies Act, 2013, are provided in Corporate Governance Report forming part of Annual Report.

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel of the Company:

Mr. O.R. Chitlange - Managing Director

Mr. K.G. Ladsaria - Chief Financial Officer (CFO)

Mr. C.B. Gagrani - Company Secretary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no transactions with Related Parties which require disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

There are no loans given, investments made, guarantees given or securities provided by the Company to any entity, under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Control System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year ended 31^st March, 2019 and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

COMPLIANCE OF SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and its severity, that may impact the existence of the Company. A dedicated Risk Management Committee of Senior Executives has been appointed by the Company, to evaluate the risk and mitigation plan and monitor them. Based on their evaluation, there is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

WHISTLE BLOWER MECHANISM

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has formulated a policy in respect of Sexual Harassment of Women at Workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no complaint received by the Company during the financial year 2018-19 under the aforesaid Act. The Company under the said Act has constituted internal committees for complaints.

COROPRATE SOCIAL RESPONSIBILITY

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2018-19, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-II)

ANALYSIS OF REMUNERATION

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure-III)

AUDITORS

M/s. Khimji Kunverji & Co. LLP, (formerly M/s. Khimji Kunverji & Co.) Chartered Accountants have been appointed as the Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 50^th Annual General Meeting held on 15^th July, 2016 until the conclusion of the 55^th Annual General Meeting.

COST AUDITORS

The Cost Accounts records maintained by your Company for Nylon and Polyester Products are subject to yearly audit by Cost Accountant in Practice. Your Company has appointed M/s. D.C. Dave & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2018-19.

The cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013 are made and maintained.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2019, in prescribed form, duly audited by a firm of Practising Company Secretaries M/s. Sanjay Sangani & Co. is annexed herewith and forming part of the report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement attached herewith and forming part of the report. (Annexure-IV)

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return is annexed herewith and forming part of the report. (Annexure-V)

The web link for the Annual Return placed on the Company’s website is www.centuryenka.com/pdf/enka-annual-return-2018.pdf

For and on behalf of the Board of Directors

Rajashree Birla

Vice Chairperson

(DIN: 00022995)

O.R. Chitlange

Place : Mumbai Managing Director

Date : 21^st May, 2019 (DIN: 00952072)