We have pleasure in presenting the 120th Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2017. The financial results for the year are shown below. The working and operational parameters of all the plants of the Company were quite satisfactory during the year. The overall profitability for the accounting year 2016-17 has improved as compared to the last year after charging all expenses, interest etc. Labour relations at all the plants are cordial and an atmosphere of mutual trust and confidence prevails.
1. SUMMARISED FINANCIAL RESULTS AS PER IND-AS:
Earnings before finance cost, tax, depreciation and amortization
Profit after Finance Cost
Profit / (Loss) before tax
(Excess) / Short Provision for tax adjustments in respect of earlier
years (Net) -
Deferred Tax Debit / (Credit)
Net Profit / (Loss)
Balance brought forward
Profit for the year
Other Comprehensive Income
Available Profit & (transfers) dealt as under:
Transfer to/(from) General Reserve
Equity Dividend paid
Tax on equity dividend
Transfer from Debenture Redemption Reserve
Balance carried forward
The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors'''' Report) based on the reports of the Senior President/CEO of each of the units of the Company.
The Board of Directors has recommended a dividend of 55% i.e. Rs, 5.50 (Rupees five and paise fifty) per share, of the face value of Rs, 10/- each, for the approval of the shareholders. Last year the dividend was paid at the same rate. This dividend will be paid when declared by the shareholders, in accordance with law and will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax plus applicable surcharge, education cess and/or any other cess applicable on the dividend distribution tax at the time of declaration and payment of dividend.
3. SHARE CAPITAL:
There is no change in the Share Capital of the Company during the year under review.
The total exports of the Company amounted to Rs, 454 crores (Previous year Rs, 504 crores) representing about 5 percent of the gross sales.
5. EXPANSION & MODERNISATION:
a) Rayon, Tyre Cord & Chemicals
- Installation of 9 PSY machines for production of more Super Fine Deniers and process debottlenecking for increasing production.
- Installation and commissioning of Air Texturising Yarn facility.
- Modernisation of Water Treatment Plant to comply with the new regulations of MPCB for water discharge.
Modernisation & Technological upgradation programmes continue at all the units of the Company, to maintain competitiveness and achieve better quality. Stringent cost control measures remain in place in all possible areas and are regularly reviewed. Special emphasis is being given to water and energy conservation.
(a) Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Rajashree Birla (DIN 00022995) retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for the re-appointment. The Board recommends her re-appointment.
(b) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board.
At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each in line with circular issued by SEBI, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the 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, execution and performance of specific duties, obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.
During the year, five Board meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
7. AWARDS, CERTIFICATES, PRIZES:
Various Divisions of the Company have received notable awards / certificates as mentioned below:-
- Birla Century is the first integrated fabric manufacturing unit in India which cleared Sustainable Textile Production (Step) certification with highest rating from Hohenstein (Germany).
- Birla Century also qualified as the first unit in textile sector for Made In Green (MIG) Tag from Hohenstein (Germany).
The above denotes that the products manufactured by the plant are Eco-friendly and under Green & sustainable environment.
(b) Rayon, Tyre Cord & Chemicals:
- CII Certificate for Excellence in energy Management 2016 received for being the "Energy Efficient Unit" in the competition held at Hyderabad.
- 2 Gold (1st Place) and 2 Silver (2nd Place) were achieved by 4 quality circles who participated at QCFI''''s Chapter and National Convention 2016.
- 3 "Sujhav Ratan" Awards from INSSAN (Indian National Suggestion Schemes'''' Association) were received at the 18th Creativity Summit held at New Delhi in August 2016.
- Oeko Tex Certificate received for up gradation from Product Class II to Class I (suitable even for Baby Skin).
- The ISO 9001 has been updated to 2015 version for Manufacture & Supply of Industrial Chemicals by TUV Nord. ISO 9001: 2008 exists for the manufacture of viscose filament yarn.
(c) Century Cement:
- First Prize for "Overall Performance" and "Storage, Transport & Use of Explosive" for the limestone mines during Annual Safety Celebrations - 2016 held under the aegis of Directorate General of Mines Safety, Bilaspur and Raigarh Region.
- First Prize for "Reclamation & Rehabilitation" for its limestone mines in the category of mechanized mines, Chhattisgarh during the Mines Environment and Mineral Conservation Week, Raipur Region 2016-17 from the Indian Bureau of Mines, Raipur.
(d) Maihar Cement:
- First Prize for the "Overall Performance" and "Systematic and Scientific Development" for its limestone mines in the category of mechanized mines during the 26th Mines Environment and Mineral Conservation Week 2016-17 from the Indian Bureau of Mines, Jabalpur region.
(e) Manikgarh Cement:
- First Prize for the "Overall Performance" for its limestone mines in the category of highly mechanized mines during the Mines Environment and Mineral Conservation Week 2016-2017 held under the aegis of Controller General, Indian Bureau of Mines, Nagpur.
(f) Century Pulp & Paper (CPP):
- During the year, Century Pulp & Paper, Lalkuan participated in 100th and 101st "Agro-industrial Exhibition - 2016 and 2017" organized by and held at G B Pant University of Agriculture & Technology, Pant Nagar and Century Pulp & Paper has been adjudged First position.
During last eleven consecutive such exhibitions, ten times Century Pulp & Paper has stood First.
SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 324982E/E300003), who are Statutory Auditors of the Company were appointed as the Statutory Auditors for a term of 5 years at the last Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under, for their appointment as Auditors of the Company. The Board recommends to the Shareholders ratification for their term of appointment as mentioned above at the ensuing Annual General Meeting of the Company. Such ratification will be obtained every year during their term of appointment.
9. AUDITORS'''' REPORT:
The Auditors'''' Report to the Shareholders does not contain any reservation, qualification or adverse remark.
10. COST AUDITORS AND COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company, in respect of various manufacturing activities, are required to be audited. The cost audit report for the financial year 2015-16 was filed with the Ministry of Corporate Affairs on 6th September, 2016. M/s. R. Nanabhoy & Co., Cost Accountants, were nominated as the Company''''s Lead Cost Auditor.
Your Directors have, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts of the Cement, Paper and Textile products of the Company on a remuneration of Rs, 3.40 lacs and appointed Shri M.R. Dudani, Cost Accountants, to audit the cost accounts of the Rayon & Chemicals products on a remuneration of Rs, 2.08 lacs for the year 2017-18.
As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'''' ratification for the remuneration payable to M/s. R. Nanabhoy & Co. and Shri M.R. Dudani, Cost Auditors, is included in the Notice convening the Annual General Meeting of the Company.
11. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Gagrani & Gagan, Company Secretaries in practice (CP No.1388), to undertake the Secretarial Audit of the Company for the year ending 31st March, 2018. The Secretarial Audit Report for the year ended 31st March, 2017 is annexed herewith as ''''Annexure-I'''' to this Report. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.
12. FIXED DEPOSITS:
During the year, the Company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
13. LOANS, GUARANTEES AND INVESTMENTS:
It is the Company''''s policy not to give loans, directly or indirectly, to any person or other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The details of the investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.
14. DIRECTORS'''' RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March, 2017 and state that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 at the end of the financial year and of the profit and loss 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.
15. KEY MANAGERIAL PERSONNEL:
During the year, there was no change in the Key Managerial Personnel.
16. CORPORATE GOVERNANCE:
A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance.
17. AUDIT COMMITTEE, VIGIL MECHANISM & RISK MANAGEMENT:
Audit Committee comprises of four members and all members are Independent Directors. The Company Secretary is the Secretary of the Committee. All transactions with related parties are on an arm''''s length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company''''s policies or Rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected or is likely to be affected and formally reported by whistle blowers. The Policy provides that all Protected Disclosures can be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee / Whole-time Director in exceptional cases. All protected disclosures under this policy will be recorded and thoroughly investigated. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. The details of the vigil mechanism are also available on the Company''''s website www.centurytextind.com
Your Company constituted a Risk Management Committee mandated to review the risk management plan / process of your Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.
The Audit Committee has also been delegated with the responsibility of monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.
The key risks identified by the Company include, competition, financial risk and compliance of all applicable statues and regulations. The Company has well defined policies/mechanism to mitigate competition and financial risks. The Company reviews the policies/mechanism periodically to align with the changes in market practices and regulations. Compliance risks have been mitigated through periodical monitoring and review of the regulatory framework to ensure complete compliance with all applicable statutes and regulations.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The CSR Committee comprises of four members. Three members of the Committee are Independent Directors.
Due to the average net profit for last three years being negative, your Company is not required to spend any amount on CSR activities during the year under review.
The Committee met once during the year to review the Corporate Social Responsibility Policy. The Annual Report on CSR containing the particulars specified in the Annexure to the Companies (CSR Policy) Rules, 2014 is annexed as ''''Annexure-II'''' and forms a part of this Report.
19. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of five members of which four, including the Chairman of the Committee, are Independent Directors.
The Company''''s Remuneration Policy is attached as ''''Annexure-III'''' and forms a part of this Report.
20. RELATED PARTY TRANSACTIONS:
All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm''''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval, on a quarterly basis.
The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''''s website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
The Solicitors for the Company, M/s. Mulla & Mulla & Craigie Blunt & Caroe, provides the legal services required by the Company from time to time. The transactions with the said firm are on an arm''''s length basis and in the ordinary course of business. Shri Yazdi P. Dandiwala, one of the Directors of the Company is a Senior Partner in the said firm of Solicitors.
21. DECLARATION BY INDEPENDENT DIRECTORS:
Necessary declarations have been obtained from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
The Competition Appellate Tribunal ("COMPAT") by its order dated 11th December, 2015 set aside the order of Competition Commission of India ("CCI") dated 20th June, 2012 and remitted the matter to CCI for fresh adjudication of the issues involved. The amount of penalty deposited by the Company in compliance with the interim order by COMPAT was subsequently refunded. CCI on hearing the arguments, by its order dated August 31, 2016, once again held that the cement companies and the Cement Manufacturers'''' Association (CMA) are guilty and in violation of the Sections 3(1) read with 3(3)(a) and 3(3)(b) of the Competition Act and imposed the penalty which in the case of the Company works out to Rs, 274.02 crores. The order for cease and desist was also imposed. The Company thereafter approached the COMPAT, which by its order dated November 7, 2016 stayed the operation of the CCI order subject to a deposit of 10% of the penalty amount within one month. The Company has accordingly deposited the said amount in December, 2016 in the form of Fixed Deposit in favour of COMPAT on behalf of the Company. The case is now pending before the COMPAT.
23. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company''''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
24. INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16.02.2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS with effect from 1st April, 2016.
25. ASSOCIATE COMPANIES:
The Board of Bander Coal Co. Pvt. Ltd., your Company''''s associate, has initiated the process of closure of the said associate as there is no business left with it.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith as ''''Annexure-IV''''.
27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. BUSINESS RESPONSIBILITY REPORTING:
A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
29. PARTICULARS OF EMPLOYEES:
The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''''Annexure-V'''' and forms a part of this Report.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'''' Report for the year ended 31st March, 2017 is given in a separate Annexure to this Report.
The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the 120th Annual General Meeting and up to the date of the said Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.
30. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ''''Annexure-VI''''.
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company''''s well-being.
Registered Office: On behalf of the Board,
Dr. Annie Besant Road, D.K. AGRAWAL Y.P. DANDIWALA
Worli, Mumbai - 400 030 Whole-time Director Director
Dated: 12th May, 2017