Your Directors have pleasure in presenting their 32ndAnnual Report, together with the Audited Statement of Accounts for the financial year ended March 31,2024.
FINANCIAL SUMMARY
The summarized financial results of the Company for the year ended March 31, 2024 a re presented below:
(Rs, In Lacs}
|
Standalone
|
Particulars
|
J013-24
|
2022-23
|
Revenue from Operations
|
7151-91
|
5393.31
|
Other Income
|
124 51
|
126.62
|
Total Income
|
7276.42
|
5519.93
|
Prqfit / (Loss) before Depreciation, Finance Cost and Tax
|
1344.40
|
1009.54
|
Less: Depreciation
|
S3. OS
|
80.21
|
Finance Cost
|
40.60
|
26.22
|
Profit Before Tax{PBT)
|
1220.72
|
903.11
|
Tax Expenses (Current & Deferred)
|
323. E3
|
236.59
|
Profit for the Year
|
897,18
|
666.52
|
Other Comprehensive Income
|
-28.78
|
2.17
|
Total Comprehensive Income
|
868.40
|
668,69
|
Your Company's sales turnover during the year under review was Rs, 7151. Si lacs as compared toRs, 5393,31 lacs in the previous year, Other income In the year under review was Rs. 124.51 lacs as compared to Rs. 126.62 lacs In previous year, due to sharp Increase In value of investment portfolio on account of bullishness in the stock market Hence, total of sales and other income increased to Rs. 7276.42 lacs from Rs. 5519.936 lacs in previous year. The Profit before Tax (PBT) for the period was Rs. 1220.72 lacs as against profit of Rs. 903.11 lacs in the previous year.
SHARE CAPITAL
The paid -up Equ ity Share Capital of the Company as on March 31,2024 stood at Rs. 4,66,26,990.
During the year under review, the Company has not issued any shares with the differential voting rights nor granted any stock options or sweet equity. As on March 31, 2024 none of the Directors of the Company hold instruments convertible into equity shares of the Company.
EVENTS OCCURING AFTERTHE BALANCE SHEET DATE
No material changes and commitments which could affect the financial position of the Company have occurred between the end of the fi nanciat year of the Company to which the financial statements relate a nd the date of this Report,
DIVIDEND
Due to amount already borrowed by the company, there Is the commitment towards repayments to the leading EanksJhe company proposed to repay its debts and proceeds in the direction to become debt free, Due to li mited resou rces available with the compa ny a nd need tg conserve the available resources tor the future growth of the company and to repay its existing debts. Board of Directors feels appropriate not to recommend any dividend forthe Financ al Year 2023-2024,
TRANSFER OF UN PAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (’IEPF1)
Pursuant to the provisions of the Actand Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules'"), as amended from time-to-time, the declared dividends, which remained: unpaid or unclaimed fora pen'Dd of 7 (seven) years and shares in relation to such unpaid / unclaimed dividend shall be transferred by the Company to the investor Education and Protection Fund [IEPF) established by the Central Government,
Actordi ngfy, d uri ng the yea r, there was no amount wh ich rema ins ur paid or unclaimed d ividend for a period of 7 (seven) yearn from the date they became due for payment a long with the shares thereof, to IEPF, The sha reholders have an option to clai m their shares and/or amount of dividend transferred to IEPF, if ary. No claim shall be entertained against the Company for the amounts and shares so transferred during theyears.
The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Company's website at https://oer lu b.i n/ in vestor-relati ons/
The investors may da im their unpaid d ividend and the shares from the I EPF Authority by a pplying in the Form I EPF-5 a nd com ply i ng with the rep ui rements as prescri bed.
The iist of equity shareholders whose shares are transferred to IEPF can be accessed on the wehsite of the Company at the link: https://ten lu b,i n/ investor-relations/
DIRECTORS AND KEY MANAGERIAL PERSONNEL
An active and informed Board is a pne-requisite for strong ardeffective corporate governance. The Board plays a crucial rolein overseeing how the management safeguards the interests ofall the stakeholders. The Board ensures that the Company hasdear goals aligned with the shareholders' value and growth. TheBuand is duly supported by the Chairman, Managing Director,and Senior Management Team in ensuring effectivefunctioningofthe Company.
As on 31st Ma rch 2024, the Board is comprised of 6 (six)Dlrectors, out of which 1 (one) is ManagIng Dlrector, 2 (two) a re Whole Ti me Director and 3 (three) are Mon-Executive Independent Directors.
Further, during Financial Year 2023-24 and till the date of this report,following changes occurred in Directorship and Key Managerial Personnel positions of the Company:
A, Changes in directorsand Key Managerial Personnel
Di rector's Ap pointm e n t
Upon the recommendation of Nomination and Remuneration Committee, 5mt. Madhu Mittal was Re-Appointed as Managing Director of the Company pursuant to Section l% of the Compa nies Act, 2013 a nd other appl itable provisions, (i nclud mg any statutory modif itabon(s) or reenactment thereof) if any, of the Com panics Act, 2013 w,e.f, 1st July, 2024-
Mr.Kamlesh Kumar Joharl was appointed as an Additional / Independent Director of the Company pursuant to section l6l of the Companies Act, 2013 a nd other applicable provisions (i ndud ing any statutory mod ification{s) or reenactment thereof) if any, of the Com panics Act, 2013 by the Board of Directors w.e.f. 2Bth June, 2Q24.
Pursuant to the provisions of Sedlon 149 of the Act, Mr.Kamlesh Kumar Johari havesubmitted the declaration that they meet the criteria of independence as. provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16{l)(b) of the SEBT Listing Regu lations and a Isocompli ed with the Code for Independent D sectors prescri bed in Schedu le JV to the Act.
A resol utior seeking shareholders' approvail for the a ppointment of Mr. Kamlesh Kuma r J ohari, form s part of' the Notice of Ensuing Annua I General Meeting.
Brief profile of the Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II (General Meeting), are part of the Notice convening the Annual General Meeting,
Resignation/Retirementof Directors
Mrs. Sartosh Varma, Independent Director of the Company has resigned from the Directorship of the Company w.e.f. 28.06,2024.
All Independent Directors of the Company have confirmed thatthey have already registered theirnames with the data bank maintained by the Indian Institute of Corporate Affairs ['IJCA'd as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would g Ive the on line proficiency self-assessment test conducted by UCA whkh is prescribed under the relevant Rules, If appl icable.
All Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management personnel,
The relevant details of the Directors and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith,
KEY MANAGERIAL PERSONNEL (KMP)
Smt, Madhu Mittal, Managing Director, Mr. Aman Mittal Whole Time Director, Mr.Ansh Mittal Whole Time Director and Chief Finance Officer and Mr.AnkurGoyal, Company Secretary are the KMP of your Company,
BOARD COMMITTEES
The Board has constituted various committees consisting of Executive and Non-Executive Directors ofthe Company to ensure good corporate governance and in compliance with the requirements of theCompanies Act, 2013 and the 5EBI (Listing Obligations and Disclosure Reg ulrwnents) Reg ulations, 2015.
Currently, the Board has Three committees, viz,
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Detai Is of a II the Comm ittees along with their composition, terms of reference a nd other detal Is areprovided i n the report on Corporate Governance,
numeerof meetings of the boards, committees
The details of the number of meetings of the Board and Board Committees held during the financialyear 2023-24 forms part of the Corporate Governance Report,
AN NUAL EVA LUATION 0 F T H E BOAR D
The Independent Directors, during their separate meeting held on March 30, 2024, conducted a formal evaluation of the performance of theChairman, Managing Director, Nan-Executive Director, Independent Directors, the Board as a whole andalso that of its Committees in accordance with the requirements of Sec, l34(3)(p) of the CompaniesAct, 2013, and as per SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The manner in which formal annual evaluation of the performance of the Board, its Committees andof individual directors has been matte is summarized below:
1. Mom nation and Remuneration Com mittee of the Board had prepared a nd sent th roug h its Chairman,draft pa rameterized feed back farms for evaluation of the Board, Independent Directors, ManagingDirector, Non-Executive Director and Chairman.
2. Independent Directors at a meeting without ahyone from the non-independent directors andmanagement person present, considered/eva luated the Boa rd's perfo rmanoe, performs nee of theChairman and other non-i ndependent Directors,
3. The Board subsequently evaluated performance of the Board, the Committees and IndependentDirectors (without participation of the concerned di rector). Boa rd also eval uated the fulfil Imentof independence criteria by the i ndependent d irectoirs.
CORPORATE GOVERNANCE REPORT
As per SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CorporateGovernanoe Report with the Auditors' Certificate thereon are attached hereto and forms part of thisReport,
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the 5EE31 (Listing Obligations and Disclosure Requirements) Regulations, 2015, theManagement Discussion and Analysis is attached hereto and forms part of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL5 IMPACTING TH £ GOIIYG CONCER N STATUS AN D COM P AN Y 'S O PE RATION SINFUTURE
There are no significant and material orders passed by the Regulators/Courts that would impart thegoing concern status of the company and Its future operations.
DEPOSITS
Dun ng the year, your Compa ny has not accepted deposits from the shareholde rs and others, and hascom pi ied with the provi sic r s of Section 73 of the Qnripan ies Act, 2013 a nd the Rules made thereunder.
SUBSIDIARIES/ JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsid iary, joint ventu re or associate companies. Therefore, Form AQC-1 is not annexed to th is Report. DIRECTORS’ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013
Pu rsuant to the provisions of Section 134( 5) of Com pames Act, 2013, as a mended, w ith respect to theDi rectors' Responslbil Ity Statement, It is hereby confirmed that:
1} In the preparation of the accounts for the financial year ended March 31,2024, the applicableAccounting Standards have been followed along with proper explanation relating to matertafefepartures;
2) The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that a re reasonable and prudent so as to give a true and fair view of thestate of affai rs of the Company as at Ma rch 31,2024, and of the profit and loss of the Company forthe year ended March 31,2024;
3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Com panies Act, 2013 for safeg uardi ng the assetsof the Company^ nd for prevent ng and detect ng fraud and other irregularities;
4J The Directors have prepared the annua I accounts for the financial year ended March 31,2024 on agoing concern basis;
5J The Directors had laid down internal financial controls to be followed by the Company and thatsuch Interna I financial controls are adequate and were operating effectively;
6) The Directors had devised proper systems to ensu re com p| iance with the provisions of al I appl icablelaws and that such systems were adequate and operating effectively.
STATUTORVAUDITORS
Singla Tayal & Oo., Chartered Accountants [Registration No.OOOSS2ht), wereappomted as Statutory Auditors at the 30thAnnuat General Meeting till the conclusion of 35thAnnualGeneiral Meeting of the Company,
The observations ofthe Statutory Auditors on the annual financial statement for the year endedMarch 31, 202% including the relevant notes to the financial statement are self-explanatory, andtherefdre, do not call for any further comments. The said Auditors’ Report wh ich has been issued with unmodified opin ion does not contain any q ualifioation, reservation or adve rse remark.
REPORTING OF FRAUDS, IFANV
Pursuant to the provisions of Section 134{3)(ca) of Companies Act, 2013, It is hereby confirmed thatdurlng the financial year 2023-24, there have been no frauds reported by the auditors.
SECRETARIAL AUDIT REPORTS SECRETARIAL COMPLIANCE REPORT
As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mrs, Apoorva Singh,Company Secretaryas the Secretarial Auditor for financial year 2023-24, whose Secretarial Audit Report in FarmMR-3datedAugust 12, 2024 is attached separately to this Report. Further, pursuant to Regulation 24A ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial OompllianceReportdated August 12,2024, In the prescribed format, is also attached to this Report. The aforesaid Reports are self-explanatory, and do not call for any further explanation,
PARTI C LI LARS OF LOANS, G UARANTE ES OR INVESTM E NTS BV TH E CO M PAN Y
The Company has not given any loans or guarantees covered under the provisions of Section 186 of theCompances Act, 2013. The details of the investments made by Com pany are given In the Notes to theFina ncial statements.
PARTTC U LARS OF CONTRACTS OR AR RA N G F M E NTS WITH R E LATE D PA RTlES
All contracts or arrangements entered into by and between the Company with Related Parties are on arm's length basis and in the ordinary course of business.
Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transact ons with related parties are provided In disclosures as per Ind AS 24 have been provided in Note 38tu the financial statements.
PO LICY O N R E LATE D PARTY TRAN 5ACTIO N5 OF THE CO M PAN Y
The revised policy on Related Pa rty Tra nsactions car be accessed at http://cer lu b.iin/ investor-relati ons RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Company's fish management processes focus on ensuring that these risks are identified on a timely basis and addressed. The Company has a policy on Risk Management; which is accessible on the Company website: http://cenlub.in/i nvestor- relations
INSURANCE
Your Compa ny has taken a ppnopriate insurance for all assets against foreseeable peri Is.
DET AILS IN RES PECT OF A DEQU AC Y OF INTE R N AL FI N AN Cl AL CO NTRQLS
Your Company has an adequate system of Internal control commensurate with the site and the nature of its business, which ensures that transactions a re recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use, and removal.
The internal control system is supplemented by documented policies, guidelines, and procedures. The Company's internal auditors continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an ndependent, objective and reasonable assurance erf the adequacy of the organization's internal controls and risk management procedures, The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee and management, The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control system.
You r Compa ny Is In com pi iance with the Gompen ies Act, 2013, the SEBI (Listing Obligations and Disclosure Req ul rements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central Government. Your Company has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/infiormation etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-cha nging business envi ronmentand regulatory requi rements.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The Board shal I have m in imum 3 (three) and maximum 15 (fifteen) directors, unless otherwise a pproved. No person of age less tha n 21 years sha II be a ppointed as a d inector on the Boa rd. The Com pa ny shall halve such persons on the Board who complies with the requireme nts of the Companies Act, 2013, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Memorandum and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. The Remuneration shall be paid only to the Managing Director and Whole Time Directors of the company and should be approved by the shareholders and sitting fees wilt paid to Dther Directors. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company, All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct, Di rectors/KM Ps sha It not acquire any d isq unification a nd shall be persons of sou nd integrity and honesty, apa rt from knowledge, experience, etc. in their respective fields.
Criteria for determining Independence of Director: A Director will be considered as an 'IndependentD rector' if he/she meets with the criteria tor'Independent Director" as laid down in the CompaniesAct, 2013 and Regulation 16(l)(b)ofthe 5EBI L sting Regulations.
Qualification: While recommending the appointment of a Director; the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of the individual willcontnbute to the overall skill-domain mix of the Board, It is ensured that the Buard has an appropnateblend of functional and Industry expertise,
Positive Attrib utes: In add itlon to the duties as prescribed under the Act, the 01 rectors on the Board ofthe Com pa ny are also expected to demonstrate high standards of ethical behavior, strong interpersona land communication skills and soundness of judgment. Independent Di rectors are also ex pected toabide by the 'Code for Independent Directors' as outlined i n Schedu le IV bo the Compan ies Act, 2013.
A copy ofthe policy for remuneration to non-evecutive and independent directors is available onthewebsite of the .Company cm the weblmk:
https: H cenilub. I lyinvestor- relations
PA RTICULARS O F E M P LOY EES AM D REM UM E RATION
Pursuant to Section 197(12") of the Companies Act, 2013 and Rule 5(1) ot the Companies (Appointment and Remunerations of Managerial Person nel) Rules, 2014, the relevant details for fi nanmal year 2023-24 a re given below;
The percentage increase in remuneration of each Director, Chief Financial Officer, Company5ecretary, ratio of the remuneration of each Director to the median remu neration of the employees of your Com pany for the financial yea r 2023-24 are as under:
Sr.
No.
|
Name of Director /KMP & designation
|
Remuneration of Directors,/ KMP for FY 2023-24 (Rs, In lakhs
|
°A) Increase/ (Decrease) in Remuneration for the FY 2023-24
|
Ratio of Remuneration of each Director to the median remuneration of employee
|
1.
|
Smt. Madhu Mittal, Managing Director
|
35.00
|
16.67
|
10.05
|
2-
|
Mr. Aman Mittal, W.T.D
|
70.00
|
16.67
|
20.11
|
3.
|
Mr. Ansh Mittal, W.T.D
|
70.00
|
16.67
|
20.11
|
4,
|
Mr. Dinesh Kaushal
|
0,20
|
0
|
0
|
5.
|
Mr. Tarim Kumar Gupta
|
0.20
|
0
|
0
|
6.
|
Smt, Santosh Varma
|
0.2&
|
D
|
D
|
7-
|
Mr. Ankur Goyal
|
3.60
|
0
|
0
|
(ii) In the financial year, there was an increase of 2,39% in the median remuneration of the employees,
(lil) There were 132 permanent employees on the rolls of your Company as on March 31,2024.
(iv) Average percentage increase in- the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24 was 2.39 %r whereas, increase in the managerial remuneration for the same financial year was 16.67%, Managerial remuneration paid during the financial year2023-24 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Compa ny.
(v) ft is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company. Further, as per Sec 197(12) of Companies Act. 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details ofthe top ten employees in terms of remuneration drawn dunng the financial year 2023-24 forms part of this report. This Report is sent to the members excluding the aforesaid Statement, This Statement is open for inspection at the Registered Office of the Company during workfnq hours, and any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company,
b) Statement related to employee employed throughout the year and in receipt of remuneration aggregating fts. l.OQOores or more during the FY 2023-24-There is no such employee in the company who has received the remuneration aggregating to 1,02 Crores during the FY 2023-24. Hence, the companyis not required to prepare statement for the same.
SI. No. Name of Employee Designation Remuneration (in Lakhs) Qualification Experience Age Date of Commencement of Employment, Last Employment held, Organisation, Designation & Duration- N.A
* includes commission of C 97 7 Lakhs *'* includes oomm isston of C 100 La khs
c) Statement related to employee employed for part of the year and in receipt of remuneration aggregating Rs. S.SQLakhs or more per month:
S. NO. 1
i) Name of Employee: Mr, Ansh Mittal
ii) Dcsig nation: Whole Time D irector
ii i) Rem u nera tion{ i nLa khs )eAs per the i nformation as mentioned in Corporate Governance Report.
iv) Qualification ; B. Tech
v) Experience : Mr. Ansh Mittal, Whole Time Director is looking after Lube Oil Consoles /Systems manufacturing ptant of the company since 2007, He isalso handling the complete IT department of the company and has been involved In the exports' promotion of the company,
vl) Age: 39 years
vi i) Date of Com mencement of Em ploy me n t: Ql,04.2007
viii) Last E in ploy m e nt he I d: N A
ix) Organisation, Dcsignation& Duration: NA
S, NO. 2
i) Name of Employee: Mr. Aman Mittal
ii) Desig nation: Whole Time Director
ÝIi) Remuneration(inLakhs) :As per the information as mentioned in Corporate Governance Report
iv) Qualification: B.E
v) Experience: Mr, Amar Mittal is the Executive Director since September 1994 a has served the Company for 30 years. He isLooking day to day activities of Bangalore unit for the Last 24 years,
vi) Age: 50 years
vii) Date of Commencement of Employment: Ql.09.1994 vii i) Last Employment held: NA
lx) Organisation, Designation & Duration: HA Notes:
1. Mr. Ansh Mlttalfc M r. Anna rt Mittal a re the son of Mrs. Mad hu M Ittal, Cha irperson & Managing Director of the com pa ny and Brother of one another.
2. Mr. Ansh Mitta! and Mr. Aman Mittal, Whole Time Directors of the company and Mrs. Madhu Mittal, Managing Director of the company are holding more than 2% of the Paid Up Shane Capital of the company.
3. All appc intments are cantractua I in nature and termi nate by notice of Three Months on either side.
A. The company is paying the Rem uneration to M r. Ansh Mittal and Mr Aman M itta I, Whole Time Di rectors of the compa ny i n excess of that drawn by Mrs. Madhu Mittal, Chairperson & Managing Director of the company
CONSE R VAT 10 N OF E NERGY, TEC H N 0 LOGV ABSO RPTlON AMD FOREIGN EXC HAN GE EARN INGS A ND OUTGO
As required under Section 134{3) [m) of the Companies Act, 2013 read with Rule 6 of the Com panies (Accounts) Ru les, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo ere given in Annexune rA' to this Report.
ESTA B LIS H M ENT O F VIGIL M ECH ANISM
The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on February 13, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated emal-lD: lnvestors@tenlub.in. The Whistle Blower Policy covering all employees and directors is hosted on the Company's website at URL https://cenlu b.m//i nvestor-relfitiofia/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (P RE VE NTIQN, PROHIBITIQ N AND RED RESSAL) ACT, 3013
The Company has in place a Sexual Harassment Prevention Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention, Prohibition Si Redressal) Act, 2013. Interna I Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The Comm ittee was reconstituted dunng the year 2023-2024 with the following members:
1. Mrs. Swati Mittal
2. Mr, Ajay Kaushik
3. Mr Rajesh Kumar Tiwari
AH employees are covered under the said Policy. Following is a summary of sexual harassment complaints received and disposed of during the year:
* No. of com plaints received: Nil
* No. of com plaints disposed: Nil
* No, of complaints pend ing: Nil
FAMILIARISATION P ROG R AM ME FO R IN D E PEN DENT DIRECTO RS
Details of the familiarization program for Independent Directors is accessible on the Company websiteat https://ceniub.irV/investor-relations^
COR PO RATE SOCIAL RESO NSIBILITY (CSR)
The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are carried out in terms of Section 13S read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexune "ET of this report in the format prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other detai Is rega rdi ng the CSR Committee, please refer to the Corporate Governance Report, which forms e part of thi s report,
ANNUALRETURN
As requ ined under Section 92(3) read with Section 134(3)( a) of the Compan ies Act 2013, the Annua IReturn of the Company for the F inancial Year ended March 31,2024 will be uploaded on the website ofthe Company on webllnkhttps://cenlubuntf Investor-relations/ after the said Retu rn is filed with foe Reg istrar of Com panics, Del hi a nd H aryara within the statutory timelines Ý
SECRETARIAL STA N D A R DS
The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and 5S-2, relating to 'Meetingsof the Board of Directors' and 'General Meetings', respectively, which have been, approved by foeCertrai Government have been dufy followed by your Company,
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under Section 148(1) of thetompanies Act, 2013, is required, and accordingly, such accounts and records are made and maintainedby EheCompany.
OTHER STATUTORY DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following matters asfoere were no transactions during the year under review:
* There has been no change i n the natu re of business of the Company
* Issue of equity sha res with differentia I rights as to dividend, voting or otherwise
Ý Issue of employee stock options or sweat equity sba res
« There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016
Ý There was no instance of onetime settlement with any Bank or Financial institution
m Your Company is not identified as a 'Large Corporate1 as per the framework provided in SEBlCircutar No. SEBI/HO/DDRS/Q R/P/201B/144 dated 26 November 2018, a nd you r Company has notralsed any to nds by Issua nee of debt securities.
POLICIES
The updated policies as per the statutory requirements are uploaded on website of foe Company at:
htip4;//cftilutj.in//invest0f*retatjoosy
ACKNOWLEDGEMENTS
The Board of Directors expresses their appreciation liar the Sincere co-operation and assistance OfGovernfiWfll Authorities, BankerS, Custodiers, Suppliers, Business Associates arid the efforts put in byall the employees of the Company- The Board of Directors expresses their gratitude to all our valuedsharehokJers for their confidence and continued support to the Company.
By Order of the Board Of Directors
Place : Farid abad For c*n,ub Industries Lint rted
Date : August 12, 2024
Registered Office: ,-
Plot No-233-23*, MADHU MITTAL
Sector-5fl, Fa rida bad (Ha ryana) cha i rperson and Managing Director
CIN:LG7llDhRld«PLC035087
e-mail: investors@ceniub.in
Website: www.cenlub.in
|