“The Directors are pleased to present the 59th Annual Report, whichalso marks the Company's 4th Integrated Report, along with the auditedstandalone and consolidated financial statements for the financial yearended 31st March 2025 (the 'Period under review')."
FINANCIAL HIGHLIGHTS
Particulars
Standalone
Consolidated
FY25
FY24
Net Revenue fromOperations
2,00,169
1,74,415
Profit before Depreciation,Finance Cost, ExceptionalItems and Tax
15,208
11,628
Add/(Less):
Depreciation
(5,497)
(5,026)
Finance Cost
(454)
(535)
Share in Loss of Associate(net of tax)
-
(63)
(314)
Taxation (Net)
(2,547)
(1,478)
Net Profit
6,710
4,589
6,647
4,275
SHARE CAPITAL
The Company's paid-up equity Share Capital remains at ' 2185 lacs ason 31st March 2025. During the year, the Company has not issued anySecurities.
DIVIDEND
In view of the Company's performance, the Board of Directors hasrecommended a dividend of 100% (i.e., '10 per equity share of facevalue '10 each) for the period under review, consistent with thedividend declared in the previous year. Pursuant to the amendmentsintroduced by the Finance Act, 2020, under the Income Tax Act, 1961,dividends distributed by the Company are now taxable in the handsof shareholders at the applicable rates. Accordingly, the Company willdeduct tax at source as per the prevailing tax laws.
UNPAID/UNCLAIMED DIVIDEND
Equity shares for which the dividend has remained unpaid orunclaimed for a consecutive period of seven years are required tobe transferred to the Investor Education and Protection Fund (IEPF)Authority, in accordance with the timelines prescribed by the Ministryof Corporate Affairs (MCA), Government of India. The correspondingdividend amounts on such shares will also be transferred to the IEPFAuthority. However, shareholders may claim both the equity sharesand the associated dividends from the IEPF Authority by following theprocedure laid down under the Companies Act, 2013 and the rulesframed thereunder.
The Company has already transferred the relevant equity shares alongwith the unclaimed dividend pertaining to the financial year ended 31stMarch 2017 to the IEPF Authority. In respect of the financial year ended31st March 2018, the unclaimed dividend and corresponding equityshares will be transferred to the IEPF Authority after the conclusionof the Annual General Meeting, in compliance with the applicablestatutory timelines.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015 ('Listing Regulations'), the Company has formulated a DividendDistribution Policy. The dividend recommended by the Board ofDirectors for the financial year under review is in accordance withthe criteria outlined in this policy. The Dividend Distribution Policyis available on the Company's website and can be accessed at:https://www.centuryenka.com/pdf/policies/dividend-distribution-policy.pdf
TRANSFER TO GENERAL RESERVES
For the financial year ended 31st March 2025, the Board of Directors hasdecided not to transfer any amount to the General Reserves.
OVERVIEW AND THE STATE OF THE COMPANY'S AFFAIRSCourse of Business
On a standalone basis, the Company's net revenue from operationsincreased to '2,00,169 lacs for the financial year ended 31st March2025, as compared to '1,74,415 lacs in the previous year. This growthwas primarily driven by higher sales volumes. Profit before interest,depreciation, and tax (PBIDT) rose to '15,208 lacs, up from '11,628 lacsin the previous year. Net profit also increased to '6,710 lacs, comparedto '4,589 lacs in the preceding year. On a consolidated basis, the netprofit for the year stood at '6,647 lacs.
EXCISE DUTY DEMAND
The Customs, Excise and Service Tax Appellate Tribunal (CESTAT), videits order dated 20th December 2019, in the Company's appeal againstthe order of the Commissioner of Central Excise, Raigad, upheld thedenial of the benefit under Notification No. 6/2000-CE dated 1st March2000. However, the Tribunal remanded the matter to the Commissionerwith instructions to recompute the correct assessable value, alloweligible deductions, determine the applicable excise duty, and grantthe appropriate CENVAT/MODVAT credit.
Subsequently, the Company filed an appeal before the Hon'bleSupreme Court of India on 22nd February 2020, challenging the portionof the Tribunal's order that upheld the denial of benefit under the saidnotification. The Hon'ble Supreme Court has tagged the matter withother similar appeals. An application for a stay on the recovery ofinterest and penalty has also been filed that may arise out of denial ofbenefit under the said notification.
Pursuant to the directions of the Tribunal, the Commissioner passeda revised order dated 8th September 2020, in which the recomputed
excise duty demand was reduced to '7.30 crores (as against theoriginal demand of '229.27 crores), along with interest and anequivalent amount of penalty. The Department of Central Excisehas challenged this revised order before the Appellate Tribunal on22nd January 2021, citing non-adherence to procedural norms in therecomputation, including the grant of CENVAT/MODVAT credit andallowance of deductions.
Based on legal advice, the Company believes it has a reasonablystrong case before the Hon'ble Supreme Court.
EXPANSION AND MODERNISATION
During the year, the Company successfully commissioned theexpansion project to enhance the capacity of Draw Texturizing Yarn(DTY). Further capital expenditure is planned towards modernizationinitiatives, renewable energy generation, energy conservationmeasures, safety enhancements, and infrastructure development.
CHANGE IN THE NATURE OF BUSINESS
During the period under review, there was no change in the nature ofbusiness or the overall state of affairs of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Companies Act, 2013 ('the Act'), the Companies(Accounts) Rules, 2014, the Listing Regulations, and applicableIndian Accounting Standards (IND AS 110 - Consolidated FinancialStatements and IND AS 28 - Investments in Associates and JointVentures), the audited consolidated financial statements form anintegral part of this Annual Report.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATESAND JOINT VENTURE COMPANIES
The Company does not have any subsidiaries and Joint VentureCompanies except an Associate Company.
ABREL Century Energy Limited is an Associate Company. Inaccordance with the provisions of Section 129(3) of the Act, read withthe Companies (Accounts) Rules, 2014, the performance and financial
position of ABREI Century Energy limited is as under'
Latest Audited Balance Sheet Date
10th April 2025
Date on which the Associate or Joint Venturewas associated or acquired
Consolidationsince FY 2022-23
Number of shares held as on Balance Sheet date
88,47,800
Amount of Equity Investment
' 884.78 Lacs
Extent of Holding (%)
26%
Description of how there is significant influence
NA except 26%shareholding
Net Worth attributed to shareholding as per latest ' 495.59 Lacsaudited Balance Sheet
Net Profit / (Loss) for the year
(' 244.25) Lacs
Considered in consolidation
(' 63.50) Lacs
Not considered in consolidation
Nil
(26% consolidated)
ENVIRONMENT
The Company recognizes the risks associated with environmentalpollution arising from waste discharge and emissions, which couldpotentially impact the local ecology and environment. Throughoutthe year, water, fuel, and resource consumption remained withinthe limits prescribed by the State Pollution Control Board (SPCB).Wastewater, hazardous waste, and gaseous emissions were alsogenerated and treated in compliance with SPCB norms. The Companyoperates a robust Environment Management System, certified underISO 14001:2015, and both manufacturing units remain fully compliantwith applicable environmental regulations. Further, information onEnvironment, Health & Safety (EHS) is provided in the relevant sectionof this Report.
An incident of fire occurred on February 26, 2025, at the NFY SpinningPlant located at Rajashree Polyfil, Rajashree Nagar, Post Umalla, DistrictBharuch, Gujarat - 393 120. As a result, production operations at thesaid plant have been temporarily disrupted. There were no humaninjuries or casualties arising from the incident. The plant had adequateinsurance coverage in place.
In the month of April, 2025, pursuant to the incident, the GujaratPollution Control Board (GPCB) has imposed an interim Fire AccidentEnvironment Compensation of '36,00,000 (Rupees Thirty-Six Lakhs)and has directed the submission of a Bank Guarantee of '2,50,000(Rupees Two Lakhs Fifty Thousand). The Company has paid the saidamount and furnished the Bank Guarantee.
The incident has been duly reported to both stock exchanges incompliance with the applicable regulations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS & OUTGO
The information required under Section 134(3)(m) of the CompaniesAct, 2013, read with the Companies (Accounts) Rules, 2014, relatingto Conservation of Energy, Technology Absorption, and ForeignExchange Earnings and Outgo, is provided in a separate statementannexed to this Report as Annexure-I, and forms an integral part thereof.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the period underreview, as required under Regulation 34 and Schedule V of the ListingRegulations, forms an integral part of this Annual Report. The reportprovides insights into the Company's performance, industry structure,risk management practices, and other relevant matters.
CORPORATE GOVERNANCE
The Board of Directors reiterates its steadfast commitment tomaintaining robust Corporate Governance practices, which aredeeply embedded in the Company's core values. The Company hasduly complied with all applicable provisions pertaining to CorporateGovernance. In line with Regulation 34 and Schedule V of the ListingRegulations, the Corporate Governance Report for the period underreview is presented in a separate section and forms an integral part ofthis Annual Report.
POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION &OTHER RELATED MATTERS
Pursuant to the provisions of Section 178 of the Companies Act,2013 and Regulation 19 of the Listing Regulations, the Nominationand Remuneration Committee has formulated a comprehensiveNomination, Remuneration and Succession Policy. The primaryobjective of this policy is to establish a framework for:
a) identifying individuals who are qualified to become Directors, KeyManagerial Personnel (KMP) and Senior Management;
b) determining the qualifications, positive attributes, andindependence criteria for Directors;
c) formulating the remuneration structure for Directors, KMP, SeniorManagement, and other employees;
d) evaluating the performance of the Board, its committees, andindividual Directors, and recommending the remuneration, in anyform, payable to senior management.
The Company's remuneration philosophy is aligned to market anddesigned to attract and retain high-caliber talent. It aligns with industrybest practices emphasizes performance-based rewards and reviewedperiodically based on measurable achievements.
The Policy is available on the Company's website and can be accessed at:https://www.centuryenka.com/pdf/policies/nomination-remuneration-and-succession-policy.pdf
Further, the details regarding remuneration and the criteria forpayment to Executive and Non-Executive Directors are disclosed inthe Corporate Governance Report, which forms an integral part of thisAnnual Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWNPERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations, theBoard of Directors has undertaken its annual performance evaluation,encompassing an assessment of the Board as a whole, its Committees,the Chairperson, and individual Directors, including Independent,Non-Executive, and Executive Directors. The evaluation frameworkconsiders various parameters, such as participation in meetings andthe strategic value added by Directors towards the Company's growthand performance.
The Nomination and Remuneration Committee, in coordination withthe Board, has implemented a formalized and structured evaluationprocess. This includes the distribution of evaluation forms to allDirectors for assessing the performance of the Board, its committees,and individual Directors across all categories.
Based on the feedback received, the Board noted with satisfactionthe effective functioning of the Board and its Committees. It furtherrecognized the meaningful contributions and active engagementof each Director in their respective roles, reflecting a high level ofcommitment and collective performance.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENTDIRECTORS
The Company has obtained necessary declarations from itsIndependent Directors affirming that they satisfy the criteria ofindependence as outlined under Section 149(6) of the Act, as well asRegulation 16(1)(b) and Regulation 25(8) of the Listing Regulations.Additionally, the Independent Directors have confirmed theircompliance with Schedule IV of the Act and the Company's Code ofConduct.
The Board is of the view that there have been no changes incircumstances that would affect the independence status of anyIndependent Director. The Board is also satisfied with the integrity,expertise, and experience of all Independent Directors, includingtheir proficiency as required under Section 150(1) of the Act and theapplicable rules.
Furthermore, in accordance with Section 150 of the Act read with Rule6 of the Companies (Appointment and Qualification of Directors) Rules,2014, all Independent Directors have registered their names in theIndependent Directors' databank maintained by the Indian Institute ofCorporate Affairs.
DIRECTORS' RESPONSIBILITY STATEMENT
The audited financial statements for the period under review arein compliance with the provisions of the Act and the applicableAccounting Standards. The financial statements reflect fairly theform and substance of transactions carried out during the year andreasonably present your Company's financial condition and results ofoperations. Pursuant to Section 134(3)(c) read with Section 134(5) ofthe Act, the Board of Directors, to the best of its knowledge and ability,confirm that:
• in the preparation of the annual accounts, the applicableaccounting standards had been followed along with properexplanation relating to material departures;
• they had selected such accounting policies and applied themconsistently and made judgments & estimates, which arereasonable and prudent, so as to give a true and fair view of thestate of affairs of the Company, at the end of the financial year,and of the profit of the Company for that period;
• they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
• they had prepared the annual accounts on a going concernbasis;
• they had laid down internal financial controls to be followedby the Company and that such internal financial controls wereadequate and were operating effectively; and
• they had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems wereadequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment of Directors & Key ManagerialPersonnel
In accordance with the provisions of Section 152 and other applicableprovisions of the Companies Act, 2013, read with the Companies(Appointment and Qualification of Directors) Rules, 2014 and theArticles of Association of the Company, Mr. Jayant V. Dhobley (DIN:02402556), Director, is liable to retire by rotation at the forthcoming59th Annual General Meeting (AGM) scheduled for Tuesday,12th August 2025. Being eligible, he has offered himself forreappointment. A brief profile of Mr. Dhobley is included in the noticeconvening the AGM. The Board recommends his reappointment inensuing AGM.
Mrs. Krupa R. Gandhi (DIN: 00294629) was appointed as an IndependentDirector for a first term of five (5) consecutive years, effective from 14thAugust 2020, which is set to expire on 13th August 2025. In accordanceof the provisions of Sections 149, 150, 152, read with Schedule IV andthe Companies (Appointment and Qualification of Directors) Rules,2014, and other applicable provisions, if any, of the Companies Act,2013 (“the Act") and in accordance with Regulations 16, 17, 25 andother applicable provisions of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015 (“Listing Regulations"), (including any statutory modification(s),amendment(s), or re-enactment(s) thereof for the time being in force),and subject to such approvals as may be required, Mrs. Krupa R. Gandhi(DIN: 00294629) proposed to be re-appointed as an IndependentDirector for a second term of five (5) consecutive years, commencingfrom 14th August 2025 and ending on 13th August 2030. Her re¬appointment is subject to the approval of the shareholders in ensuingAGM, and she shall not be liable to retire by rotation.
Mr. Suresh Sodani (DIN: 08789604) was appointed as Managing Directorw.e.f. 1st September 2020. His period is set to expire on 31st August 2025.In accordance with the provisions of Sections 196, 197, 198, 203 andother applicable provisions of the Companies Act, 2013 (“the Act"),read with Schedule V to the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 and Regulation 26Aand other applicable provisions of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations,2015 (“Listing Regulations"), (including any statutory modification(s),amendment(s) or re-enactment(s) thereof, for the time being in force),and the Articles of Association of the Company and pursuant to therecommendation of Nomination & Remuneration Committee andsubsequent recommendation of the Board of Directors, Mr. SureshSodani (DIN: 08789604) is proposed to be re-appointed as ManagingDirector for a term commencing from 1st September 2025 to 31st March2027. His re-appointment is subject to the approval of the shareholders inensuing AGM, and he shall not be liable to retire by rotation.
During the period under review, Mr. Krishna S. Thar (DIN: 00390137)ceased from the position of Non-Executive Independent Director w.e.f.27th November 2024, upon completion of two consecutive terms of five
years each. The Board places on record appreciation for his valuablecontributions to the Company.
Further, Mr. Ravindra Kastia (DIN: 00528025) was appointed as a Non¬Executive Independent Director with effect from 1st November 2024, asapproved by the shareholders at the 58th AGM held on 30th August 2024.Mr. Krishna G. Ladsaria cease from the position of Chief FinancialOfficer (CFO) & Key Managerial Personnel (KMP) w.e.f. 1st January 2025due to his personal reasons. Further, Mr. Yogesh R. Shah was appointedas the Chief Financial Officer (CFO) & Key Managerial Personnel (KMP)of the Company w.e.f. 15th February 2025.
Except as stated above, there were no other changes in the compositionof the Board of Directors or Key Managerial Personnel during the periodunder review.
Key Managerial Personnel
Following are the Key Managerial Personnel of the Company:
Mr. Suresh Sodani - Managing Director (MD)
Mr. Yogesh R. Shah - Chief Financial Officer (CFO)
Mr. Rahul Dubey - VP Legal and Company SecretaryMeetings of Board of Directors
During the period under review, four Board meetings were convened,with the interval between each meeting adhering to the timelinesprescribed under the Companies Act and the Listing Regulations.Additionally, a separate meeting of the Independent Directors was heldon 10th March 2025. The relevant details are provided in the CorporateGovernance Report.
Details of Committees of Directors
The Company has constituted six Board-level Committees inaccordance with the applicable laws and regulatory requirements:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
• Share Transfer Committee
The composition and other relevant details of the aforementionedCommittees are outlined in the Corporate Governance Report, whichforms an integral part of this Annual Report. The Board has reviewedand accepted the recommendations and suggestions put forth bythese Committees.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES
There were no related party transactions during the period under reviewthat 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
The Company has not granted any loans, provided guarantees, or
offered securities to any entity under Section 186 of the CompaniesAct, 2013. However, the Company has invested its surplus funds inInter-Corporate Deposits in accordance with the applicable provisionsof the Act.
INTERNAL FINANCIAL CONTROLS
The Company has established a robust internal control system thatis commensurate with the scale and nature of its operations. Thesecontrols are periodically reviewed and updated to align with the evolvingneeds of the business. The Internal Auditor evaluates the effectivenessand adequacy of the Company's internal control framework, andensures compliance with established operating systems, accountingprocedures, and policies across all locations of the Company.
Based on the Internal Auditor's findings, process owners implementnecessary corrective actions within their respective areas to enhanceoperational controls. Significant audit observations, along with thecorresponding corrective measures, are regularly reported to andreviewed by the Audit Committee of the Board.
PUBLIC DEPOSITS
The Company has not accepted any public deposits during the periodunder review in accordance with the provisions of the Companies Act,2013.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company complies with the Secretarial Standards on Meetings ofthe Board of Directors (SS-1) and General Meetings (SS-2) issued bythe Institute of Company Secretaries of India.
RISK MANAGEMENT
The Company, in adherence to the Listing Regulations, has establisheda Risk Management Committee responsible for overseeing its riskmanagement framework and processes. Risk assessment andmitigation are integral, ongoing activities within the organization. TheCompany's comprehensive Risk Management Policy is periodicallyreviewed and updated by the Committee. The composition and termsof reference of the Risk Management Committee are detailed in theCorporate Governance Report, which constitutes an integral part of thisAnnual Report. The Risk Management Policy is available on the websiteof the Company and can be accessed at https://www.centuryenka.com/pdf/risk-management-policy.pdf
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is committed to fostering ethical conduct across all itsbusiness activities and has established a robust mechanism to reportany illegal or unethical behavior. Under the Vigil Mechanism/WhistleBlower Policy, employees are encouraged to report any actual orsuspected violations of the Company's code of conduct, policies,or applicable laws without fear of retaliation. Through this policy,along with our Code of Conduct, we uphold the highest standards ofprofessionalism, honesty, integrity, and ethical behavior.
The Vigil Mechanism/Whistle Blower Policy is available on the websiteof the Company and can be accessed at:
https://www.centuryenka.com/pdf/policies/vigil-mechanism-whistle-
blower-policy.pdf
PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
The Company maintains a zero-tolerance policy towards sexualharassment in the workplace and has implemented a Prevention,Prohibition, and Redressal of Sexual Harassment Policy in accordancewith the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013, and the Rules made thereunder.This policy is designed to prevent and address complaints of sexualharassment at the workplace.
Committed to providing equal opportunities without discriminationbased on race, caste, sex, religion, color, nationality, disability, or anyother status, the policy applies to all women associates—includingpermanent, temporary, contractual employees, trainees—as well aswomen visitors and service providers at the Company's offices andpremises. The Company ensures that all employees are treated withdignity and strives to maintain a work environment free from any formof sexual harassment—physical, verbal, or psychological.
In compliance with this Act, the Company has constituted an InternalComplaints Committee to address and to resolve complaints related tosexual harassment at the workplace effectively and sensitively.
No Complaint were received during the period under review.
The policy for Prevention of Sexual Harassment at Workplace isavailable on the website of the Company and can be accessed at:https://www.centuryenka.com/pdf/policies/policy-prevention-sexual-harassment-workplace.pdf
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013, readwith theCompanies (CorporateSocial Responsibility Policy) Rules, 2014,the Board of Directors has constituted a Corporate Social Responsibility("CSR") Committee. The composition and terms of reference of the CSRCommittee are detailed in the Corporate Governance Report, whichforms an integral part of this Annual Report. The disclosures requiredunder the Companies (Corporate Social Responsibility Policy) Rules,2014 are provided in Annexure-II, which forms part of this Report.The Company's CSR Policy is available on its website and can beaccessed at: https://www.centuryenka.com/investor-relations/index.html#parentHorizontalTab6|ChildVerticalTab_215
ANALYSIS OF REMUNERATION
In accordance with Section 197(12) of the Companies Act, 2013, readwith Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the disclosure relating to the ratio ofremuneration of each Director to the median employee's remuneration,along with other prescribed details, is annexed hereto as Annexure-IIIand forms an integral part of this Report.
PARTICULARS OF EMPLOYEES
The disclosures concerning remuneration and other relevant particularsas mandated under Section 197(12) of the Companies Act, 2013, readwith the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, are set forth in Annexure-IV, which forms an
integral part of this Report. In accordance with these requirements,the names and details of employees whose remuneration exceeds theprescribed thresholds are included. None of the employees listed inthe annexure are related to any Director of the Company, nor do theyindividually or collectively (with their spouse and dependent children)hold more than two percent (2%) of the Company's equity shares.
AUDITORSStatutory Auditors
Pursuant to Section 139 of the Companies Act, 2013, read with theCompanies (Audit and Auditors) Rules, 2014, as amended from timeto time, M/s KKC & Associates LLP, Chartered Accountants (ICAI FirmRegistration No. FRN 105146W/100621), were appointed as theStatutory Auditors of the Company for a term of five consecutive years.Their tenure commenced from the conclusion of the 55th Annual GeneralMeeting (AGM) and will continue until the conclusion of the 60th AGM.This appointment was approved by the shareholders at the 55th AGMheld on 13th August 2021. The Auditors' Report does not contain anyqualification, reservation, disclaimer or adverse remark.
Cost Auditors
In accordance with the provisions of Section 148 of the CompaniesAct, 2013, read with the Companies (Cost Records and Audit) Rules,2014, as amended, and notifications/circulars issued by the Ministryof Corporate Affairs from time to time, the Company has duly preparedand maintained its cost accounts and records.
On the recommendation of the Audit Committee, the Board, at itsmeeting held on 6th May 2025, appointed M/s Gopal Keswani &Co, Cost Accountants (FRN-100761), as Cost Auditors to audit thecost records of the Company's Nylon and Polyester products for thefinancial year ending 31st March 2026, in compliance with applicablestatutory requirements.
In accordance with Section 148(3) of the Act and the Companies(Cost Records and Audit) Rules, 2014, the remuneration payable tothe Cost Auditors is subject to ratification by the Company's members.Consequently, a resolution seeking approval for the remuneration ofM/s Gopal Keswani & Co for the financial year ending 31st March 2026has been included in the Notice of the 59th Annual General Meetingscheduled on Tuesday, 12th August 2025.
The cost audit report for the financial year 2023-24, was filed with theMinistry of Corporate Affairs on 22nd August 2024.
Secretarial Auditors
In accordance with Section 204 of the Companies Act, 2013, and theCompanies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, the Board, during its meeting held on 6th May 2024,appointed M/s Sanjay Sangani & Co., Practicing Company Secretaries,(FCS No. 4090 and CP No. 3847), as the Secretarial Auditors for a periodof 5 years for the financial years commencing from 1st April 2025 to 31stMarch 2030 to undertake the Secretarial Audit for the said period. Thisappointment is subject to approval by the members at the upcomingAnnual General Meeting. The Secretarial Audit Report for the periodunder review is annexed as Annexure-V and forms part of this Report.There were no qualifications, reservations or adverse remarks ordisclaimers made by Secretarial Auditors.
Further, the Secretarial Compliance Report for the period underreview, outlining compliance with all applicable provisions of the Act,SEBI regulations, circulars, and guidelines as amended from time totime, and as mandated by Regulation 24A of the Listing Regulations,is available on the Company's website and can be accessed at:https://www.centuryenka.com/pdf/annual-secretarial-compliance-report-31march2025.pdf
REPORTING OF FRAUDS BY AUDITORS
During the period under review, the Auditors have not reported anycases of fraud involving the Company's officers or employees to theAudit Committee, in accordance with the requirements of Section143(12) of the Act.
ANNUAL RETURN
In accordance with Section 134(3)(a) and Section 92 of the Act, readwith Rule 12(1) of the Companies (Management and Administration)Rules, 2014, the Annual Return of the Company as of 31st March 2025,in Form MGT-7, is available on the Company's website and can beaccessed at https://www.centuryenka.com/investor-relations/index.html#parentHorizontalTab6|ChildVerticalTab_212.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THEFINANCIAL POSITION OF THE COMPANY
No material changes or commitments impacting the financial positionof the Company have occurred between the end of the financial year towhich the financial statements pertain and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERNS STATUS AND COMPANY'S OPERATIONS INFUTURE
The Company has not received any significant and material orderspassed by the regulators or courts or tribunals impacting the goingconcern status and the Company's operations in future.
INTEGRATED REPORT (IR) INCLUDING BUSINESSRESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 as amended fromtime to time, the Company has prepared the Business Responsibilityand Sustainability Report (BRSR) to enhance transparency andprovide stakeholders with standardized disclosures on its sustainabilityinitiatives and compliance practices. The report is aligned with theIntegrated Reporting (IR) Framework developed by the InternationalIntegrated Reporting Council (IIRC), and reflects the Company'scommitment to communicating its value creation strategy acrossfinancial, environmental, social, and governance dimensions.
GENERAL DISCLOSURESDuring the period under review:
• The Company has not issued any shares through Rights Issue,Preferential Allotment, Sweat Equity, Employee Stock OptionPlans (ESOPs), or shares with Differential Voting Rights during theyear under review.
• There has been no revision in the financial statements during thereporting period.
• The Company does not have any Employee Stock Option Schemeunder Section 62(1) of the Companies Act, 2013, or under the SEBI(Share Based Employee Benefits) Regulations, 2014
• No provision has been made for the purchase of the Company'sown shares by employees or by any Trust for the benefit ofemployees, as prescribed under Rule 16 of the Companies(Share Capital and Debentures) Rules, 2014.
• The Company has neither filed any application under the Insolvencyand Bankruptcy Code, 2016, nor is there any proceeding pendingunder the said Code as on the date of this report.
• The Company has not entered into any one-time settlement withbanks or financial institutions; accordingly, no disclosures areapplicable in this regard.
• The credit rating of the Company is disclosed in CorporateGovernance Report.
ACKNOWLEDGEMENT
The Board of Directors conveys its sincere appreciation to theCentral and State Governments, the Company's bankers, financialinstitutions, stakeholders, and business associates for their support andcooperation. The Board looks forward to their continued support in theyears ahead.
The Board also extends its heartfelt thanks to all employees fortheir unwavering dedication, hard work, and professionalism. Theirinvaluable contributions have played a crucial role in the Company'ssuccess, and the Board gratefully acknowledges their efforts.
For and on behalf of the Board of Directors
Krupa R. Gandhi Suresh Sodani
Independent Director Managing Director
DIN: 00294629 DIN: 08789604
Place: MumbaiDate: 6th May 2025