ANNUAL REPORT 2018-19 - Bombay Stock Exchange
18‘“ July,2019To,To,TheThe GeneralManager,DepartmentCorporate Services,Bombay Stock Exchange Limited,lst Floor, New Trading Ring,Rotunda Bldg, P.J. Tower,Dalal Street,Mumbai—of IndiaLimited,Exchange Plaza,Bandra Kurla Complex,Bandra (E),Mumbai400001‘400051NSE Stock Code: CENTEXTBSE Stock Code: 500083DearListing Department,ExchangeNational StockofEQSir/Madam,Subz— Annual Report for the Financial Year 2018-19Unit: CENTURY EX'I‘RUSIONS LIMITEDWe enclose, herewithacopy of the AnnualReport ofthefor the financial yearCompanytogether with the Notice dated 22“‘1 May, 2019 convening the Thirty—First (31“) Annual General Meeting ofthe Members of the Company is scheduled to be heldon Monday, the 12lh day of August, 2019 at 10:30 A.M. at Bharatiya Bhasha Parishad(Sitaram Seksaria Auditorium), 36A, Shakespeare Sarani, Kolkata-700017, in terms ofRegulation of 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements)ended31“ March,Regulations, 2015,2019asKindly acknowledgeThankingYoursForamended,thereceiptof theoblige.faithfully,CenturyACS: 3778]Extrusions Limited:-CenturyHead Office :113, Park StreetExtrusions LimitedRegd. &V“”a;:3 .Kolkata -700 016 (W.B.). IndiaPh, 91 (033) 2229 1012/1291Fax : 91 (033) 2249 5656E5 (aDNV-GL\\century@centuryextrusions.com: www.centuryextrusions.comWorksevSTEM 9612‘"“N" Block, 2nd Floor:andyou.(Company SecretarCompliance officer)EMailsame5Z//lso 9001 so C Industrial Growth CentrePlot No. 7A. Sector ‘8' NlMPURAPO.:Dist,:Ph.:Fax:Email:Rakhajungle, Kharagpur-Paschim Medinipur, West 91 (03222) 233 310/324 91 (03222) 233 304721 301Bengal,works@centuryextrusions.comIndia
ANNUAL REPORT2018-19Riding High onINDIA’SConsumption BoomCENTURY EXTRUSIONS LIMITEDAluminium Extrusions & Value Added Products
MISSIONTo provide high quality Aluminium Extruded Products and superior customerservice with a focus on value added products to ensure the customers get ready touse products.VISIONWe shall strive to continuously expand our aluminium extrusion business and be thesupplier of first choice to all of competence.VALUESCommitment - Do whatever it takes to deliver superior customer value.Courtesy - Towards our Customers, Employees, Vendors and the Society at large.Integrity - Honesty in every action.Speed - Act with urgency to deliver what we promise.Team work - Thinking and working together across hierarchy levels.
Annual Report 2018-19Corporate InformationBOARD OF DIRECTORSMr. Vikram JhunjhunwalaMr. Madan Gopal TodiMr. Raj Kumar SharmaMr. Arun Kumar HajraMrs. Suhita Mukhopadhyay-Chairman & Managing DirectorDirectorDirectorDirectorDirectorCHIEF FINANCIAL OFFICERMr. Nitesh Kumar KyalCOMPANY SECRETARYMr. Rohit KumarSTATUTORY AUDITORSM/s. A. K. Meharia & AssociatesChartered Accountants2, Garstin Place, 2nd Floor,Kolkata - 700001COST AUDITORSM/s. N. Radhakrishnan & CoCost Accountants11 A, Dover Lane Flat B1/34Kolkata - 700029INTERNAL AUDITORSM/s. Chhaparia & AssociatesShantiniketan Building’8, Camac Street, 5th Floor,Suite No. 502, Kolkata - 700 017SECRETARIAL AUDITORSM/s. AL & Associates24, N.S. Road 4th Floor, Room No. 33Kolkata -700 001REGISTRAR & SHARE TRANSFER AGENTSCB Management Services Pvt. Ltd.P-22, Bondel Road, Kolkata-700019Telephone: 91 33 22806692/6693/6694Fax: 91 33 2287-0263E-mail: rta@cbmsl.comBANKERSState Bank Of IndiaPunjab National BankPunjab & Sind BankAxis Bank LimitedHDFC Bank LimitedRegistered Office113, Park Street, 'N' Block,2nd Floor, Kolkata - 700016Ph : 91 (033) 2229 1012/1291Fax : 91 (033) 2249 5656Email : usions.comWORKSWBIIDC Industrial Growth CentrePlot No. 7A, Sector-B, P.O. Rakhajungle,Nimpura, Kharagpur-721301West Midnapore (West Bengal)Ph. : 91 (03222) 233 310/324Fax : 91 (03222) 233 304Email : works@centuryextrusions.com1
2Century Extrusions LimitedNotice03Board’s Report17Annexure to the Board’s Report24Report On Corporate Governance33Declaration of the Code of Conduct43Certificate from Managing Director and Chief Financial Officer (C.F.O.)43Independent Auditors’ Report65Annexure to the Independent Auditors’ Report68Balance Sheet72Profit & Loss Account73Cash Flow Statement74Statement of Changes in Equity75Notes76
Annual Report 2018-193CENTURY EXTRUSIONS LIMITED(CIN: L27203WB1988PLC043705)Regd. Office: 113, Park Street,N Block, 2nd Floor,Kolkata – 700016Phone: 91 33 2229 1012/1291Fax: 91 33 2249 5656Email: secretary@centuryextrusions.comWebsite: www.centuryextrusions.comNOTICENotice is hereby given that the Thirty First Annual GeneralMeeting of the Members of Century Extrusions Limitedwill be held on Monday, the 12th day of August, 2019 at10:30 A.M. at Bharatiya Bhasha Parishad (Sitaram SeksariaAuditorium), 36A, Shakespeare Sarani, Kolkata-700017 totransact the following business:ORDINARY BUSINESS1.To receive, consider and adopt the Profit & LossAccount for the year ended 31st March 2019, theBalance Sheet as on that date and the Reports of theDirectors and Auditors thereon.SPECIAL BUSINESS2.Re-appointment of Shri Vikram Jhunjhunwala(DIN:00169833) as Chairman & Managing Directorof the Company w.e.f. 12th February, 2019 upto11th February, 2022.To consider and if thought fit, to pass with or withoutmodification(s), the following resolutions as SpecialResolutions :"RESOLVED THAT pursuant to recommendation ofthe Nomination and Remuneration Committee andapproval of the Board of Directors and pursuant tothe provisions of Sections 196, 197, 198, 203 and allother applicable provisions if any, read with ScheduleV of the Companies Act, 2013 (‘Act’) and pursuantto the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, as amendedand other applicable provisions of the CompaniesAct, 2013 and Rules made thereunder (including anystatutory modification(s) or re-enactment thereoffor the time being in force) and any subsequentamendment/ modification in the Rules, Act and/orapplicable laws in this regard, the approval of theMembers of the Company be and is hereby accordedfor the re-appointment and payment of remunerationto Shri Vikram Jhunjhunwala (DIN: 00169833) asChairman & Managing Director of the Company fora period of three years effective from 12.02.2019to 11.02.2022, on the terms and conditions asmentioned below and specifically approved withpowers to the Board of Directors (which term shallbe deemed to include any committee thereof forthe time being and from time to time, to which allor any of the powers hereby conferred on the Boardby this resolution may have been delegated) to alter,amend, vary and modify the terms and conditions ofthe said re-appointment and remuneration payablefrom time to time as they deem fit in such mannerand within the limits prescribed under Schedule V tothe said Act or any statutory amendment(s) and/ormodification(s) thereof:1. Term of Appointment:With effect from 12th February, 2019 to 11thFebruary, 20222. Remuneration:So long as Shri. Vikram Jhunjhunwala performs hisduties and confirms to the terms and conditionscontained in this Agreement, he shall, subject tosuch approvals as may be required, be entitled tothe following remuneration subject to deduction atsource of all applicable taxes in accordance with thelaws for the time being in force.Salary: Rs. 2,28,000/- per month.Benefits, Perquisites, Allowances determined by theBoard in terms of approval and recommendationgiven by the Nomination and RemunerationCommittee at their meeting held on February 11,2019.Housing: Rent free accommodation or House rentallowance @ 40% of SalaryMedical reimbursement: Reimbursement of medicalexpenses to the extent of Rs. 15000/- per annum.
4Century Extrusions LimitedNotice (Contd.)Leave Travel Concession: Reimbursement of leavetravel expenses incurred for self and family inaccordance with the Rules of the Company upto amaximum of Rs.1,00,000/- per annum.Club Membership : Annual subscription fees subjectto a maximum of two clubs.Personal Accident Insurance : Personal accidentInsurance for an amount, annual premium of whichdoes not exceed Rs.10,000/-.Gratuity : Gratuity at the rate of half-month’s salaryfor each completed year of service.Contribution to Provident Fund : The Company’scontribution to Provident Fund not exceeding 12%of salary.Leave : Leave with full pay or encashment thereof asper the Rules of the Company.Explanation : Perquisites shall be evaluated asper Income tax Rules, whenever applicable andin absence of any such rule, perquisites shall beevaluated at actual cost.Conveyance Facilities : The Company shall providesuitable vehicle. All the repairs, maintenance andrunning expenses including driver’s salary shall bereimbursed by the Company.Telephone, telex and other communicationfacilities: The Company shall provide telephone,telefax and other communication facilities at theManaging Directors residence. The Company shallreimburse all the expenses incurred.Sitting Fees : Shri. Vikram Jhunjhunwala will not bepaid any sitting fees for attending the meetings ofthe Board of Directors or any Committee thereof.He will be reimbursed the entertainment and otherexpenses actually incurred for the business of theCompany subject to such limits as may be fixed bythe Board from time to time.Minimum Remuneration:In the event of loss or inadequacy of profits in anyfinancial year during the currency of tenure ofservice agreement of the Managing Director, theCompany may continue to pay him remuneration byway of salary, perquisites and other allowances asspecified above subject to the provisions of SectionII of Part II of Schedule V of the Companies Act, 2013as may for the time being be in force, as minimumremuneration.Remuneration from Two Companies:Shri. Vikram Jhunjhunwala will get remuneration fromtwo Companies, the approval of the shareholdersis sought by way of a Special Resolution to fix themaximum limit as specified in Part II read with Part Vof Schedule V of the Companies Act, 2013Miscellaneous:Subject to the provisions of the Act, Shri. VikramJhunjhunwala shall not retire as director by rotationtill he continues to hold office of the Chairman &Managing Director.His office of the Chairman & Managing Director willcome to an end if he ceases to hold office as directorfor any reason.While he holds the office of Chairman & ManagingDirector or at any time thereafter Shri. VikramJhunjhunwala will not reveal to any person, or use forhis own or somebody else’s benefit, any confidentialinformation concerning Company’s business or affairsor any trade secrets or processes of the Companyand also use his best endeavors to prevent any otherperson from doing so.This Agreement contains the entire understandingbetween the Parties and supersedes all previouswritten or oral agreements, arrangements,representations, and understandings (if any) relatingto the subject matter hereof. Parties confirm thatthey have not entered into this Agreement uponthe basis of any representations that are notexpressly incorporated into this Agreement. Neitheroral explanation nor oral information given by anyParty shall alter or affect the interpretation of thisAgreement.RESOLVED FURTHER THAT Shri Vikram Jhunjhunwala(DIN: 00169833) Chairman & Managing Directorof the Company be and is hereby authorised,empowered and vested with the substantial powersof the Management of the Company for carrying outthe affairs and activities of the Company subject tothe superintendence, control and direction of theBoard of Directors of the Company.RESOLVED FURTHER THAT the Board of Directors(which term shall, unless repugnant to the context
Annual Report 2018-195Notice (Contd.)or meaning thereof, be deemed to include a dulyauthorised ‘Committee’ thereof) be and is herebyauthorised to do and perform all such acts, deeds,matters or things as may be considered necessary,appropriate, expedient or desirable to give effect toabove resolution."3.(“Amendment Regulations, 2018”), Shri MadanGopal Todi(DIN 00112568) on attaining the age of75 (seventy five) years, during the above term of reappointment, the continuation of such appointmentas an Independent Non-Executive Director ofthe Company for 5 years on the same terms andconditions of such re-appointment even afterattaining the age of 75 years, will be considered asrequisite approval from shareholders as required inthe Amendment Regulations, 2018;To approve the Re-appointment of Shri Madan GopalTodi (DIN: 00112568) as an Independent Director ofthe Company with effect from 05.09.2019, whosecurrent period of office is expiring on 04.09.2019RESOLVED FURTHER THAT the Board of Directors(which term shall, unless repugnant to the contextor meaning thereof, be deemed to include a dulyauthorised ‘Committee’ thereof) be and is herebyauthorised to do and perform all such acts, deeds,matters or things as may be considered necessary,appropriate, expedient or desirable to give effect toabove resolution."To consider and if thought fit, to pass with or withoutmodification(s), the following resolutions as SpecialResolutions:"RESOLVED THAT pursuant to recommendation ofthe Nomination and Remuneration Committee andapproval of the Board of Directors in their respectivemeetings held on 22nd May, 2019 and pursuant tothe provisions of Sections 149, 150, 152 read withSchedule IV and any other applicable provisions, ifany, of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors)Rules, 2014 and the applicable provisions of ListingRegulations (including any statutory modification(s)or reenactment thereof for the time being in force),the approval of the Members of the Company beand is hereby accorded for re-appointment of ShriMadan Gopal Todi(DIN:00112568) whose currentperiod of office is expiring on 4th September, 2019and who has submitted a declaration confirmingthe criteria of Independence under Section 149(6)of the Companies Act, 2013 read with the ListingRegulations, as amended from time to time, andwho is eligible for re-appointment for a second termunder the provisions of the Companies Act, 2013,Rules made thereunder and Listing Regulations and inrespect of whom the Company has received a noticein writing from a Member proposing his candidaturefor the office of Director pursuant to Section 160 ofthe Companies Act, 2013, as an Independent NonExecutive Director of the Company, whose term shallnot be subject to retirement by rotation, to holdoffice for 5 (five) consecutive years on the Board ofthe Company for a term w.e.f. 5th September, 2019upto 4th September, 2024;RESOLVED FURTHER THAT pursuant to Regulation17(1A) of the SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations, 20184.To approve the Re-appointment of Shri Raj KumarSharma (DIN:02813585) as an Independent Directorof the Company with effect from 05.09.2019, whosecurrent period of office is expiring on 04.09.2019To consider and if thought fit, to pass with or withoutmodification(s), the following resolutions as SpecialResolutions:"RESOLVED THAT pursuant to recommendation ofthe Nomination and Remuneration Committee andapproval of the Board of Directors in their respectivemeetings held on 22nd May, 2019 and pursuant tothe provisions of Sections 149, 150, 152 read withSchedule IV and any other applicable provisions, ifany, of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors)Rules, 2014 and the applicable provisions of ListingRegulations (including any statutory modification(s)or renactment thereof for the time being in force),the approval of the Members of the Company beand is hereby accorded for re-appointment of ShriRaj Kumar Sharma (DIN: 02813585) whose currentperiod of office is expiring on 4th September, 2019and who has submitted a declaration confirmingthe criteria of Independence under Section 149(6)of the Companies Act, 2013 read with the ListingRegulations, as amended from time to time, andwho is eligible for re-appointment for a second termunder the provisions of the Companies Act, 2013,Rules made thereunder and Listing Regulations and in
6Century Extrusions LimitedNotice (Contd.)respect of whom the Company has received a noticein writing from a Member proposing his candidaturefor the office of Director pursuant to Section 160 ofthe Companies Act, 2013, as an Independent NonExecutive Director of the Company, whose term shallnot be subject to retirement by rotation, to holdoffice for 5 (five) consecutive years on the Board ofthe Company for a term w.e.f. 5th September, 2019upto 4th September, 2024;RESOLVED FURTHER THAT the Board of Directors(which term shall, unless repugnant to the contextor meaning thereof, be deemed to include a dulyauthorised ‘Committee’ thereof) be and is herebyauthorised to do and perform all such acts, deeds,matters or things as may be considered necessary,appropriate, expedient or desirable to give effect toabove resolution."5.To approve the Re-appointment of Shri Arun KumarHajra (DIN:05300348) as an Independent Directorof the Company with effect from 05.09.2019, whosecurrent period of office is expiring on 04.09.2019To consider and if thought fit, to pass with or withoutmodification(s), the following resolutions as SpecialResolutions:"RESOLVED THAT pursuant to recommendation ofthe Nomination and Remuneration Committee andapproval of the Board of Directors in their respectivemeetings held on 22nd May, 2019 and pursuant tothe provisions of Sections 149, 150, 152 read withSchedule IV and any other applicable provisions, ifany, of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors)Rules, 2014 and the applicable provisions of ListingRegulations (including any statutory modification(s)or renactment thereof for the time being in force),the approval of the Members of the Company beand is hereby accorded for re-appointment of ShriArun Kumar Hajra (DIN:05300348) whose currentperiod of office is expiring on 4th September, 2019and who has submitted a declaration confirmingthe criteria of Independence under Section 149(6)of the Companies Act, 2013 read with the ListingRegulations, as amended from time to time, andwho is eligible for re-appointment for a second termunder the provisions of the Companies Act, 2013,Rules made thereunder and Listing Regulations and inrespect of whom the Company has received a noticein writing from a Member proposing his candidaturefor the office of Director pursuant to Section 160 ofthe Companies Act, 2013, as an Independent NonExecutive Director of the Company, whose term shallnot be subject to retirement by rotation, to holdoffice for 5 (five) consecutive years on the Board ofthe Company for a term w.e.f. 5th September, 2019upto 4th September, 2024.RESOLVED FURTHER THAT the Board of Directors(which term shall, unless repugnant to the contextor meaning thereof, be deemed to include a dulyauthorised ‘Committee’ thereof) be and is herebyauthorised to do and perform all such acts, deeds,matters or things as may be considered necessary,appropriate, expedient or desirable to give effect toabove resolution."6.Appointment of Shri Rajib Mazumdar (DIN:08508043) as a Non-Executive-Director of theCompany.To consider and if thought fit, to pass with or withoutmodification(s), the following resolutions as OrdinaryResolutions:"RESOLVED THAT pursuant to recommendation ofthe Nomination and Remuneration Committee andapproval of the Board of Directors in their respectivemeetings held on 22nd May, 2019 and pursuant tothe provisions of Sections 152 read with relevantrule and any other applicable provisions, if any,of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors)Rules, 2014 and the applicable provisions of ListingRegulations (including any statutory modification(s)or renactment thereof for the time being in force),the approval of the Members of the Company beand is hereby accorded for appointment of ShriRajib Mazumdar (DIN:08508043) in respect of whomthe Company has received a notice in
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