Cover Final 2014-15€¦ · AUDITORS SATISH SINGLA & CO. Chartered Accountants COMPANY SECRETARY...

CORPORATE Information

BANKERS State Bank of India

HDFC Bank Limited

AUDITORS SATISH SINGLA & CO.

Chartered Accountants

COMPANY SECRETARY VARSHA AGGARWAL

REGISTERED OFFICE :

Plot No- 233 & 234 , Sector-58,

Ballabgarh, Faridabad – 121 004(Haryana)

Ph: 91-8826794470-73

Fax : +91-129-2307263

E mail : [email protected]

Website : www.cenlub.in

Page No.

Board of Directors : 02

Chairman’s Letter : 03

Management Discussions and Analysis : 05

Notice : 08

Directors’ Report : 13

Annexure A-F to the Directors’ Report : 18

Corporate Governance Report : 37

Standalone Financial Statements : 55

Consolidated Financial Statements : 77

DATE : 30.09.2015

DAY : Wednesday

TIME : 9:15 A.M.

AGM-2015VENUE

AGGARWAL SEWA SADAN

D-48, SECTOR-11,

FARIDABAD, (HARYANA)

rd23 Annual Report 2014-15

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Vijendra Kumar MittalChairman and Managing Director

Madhu MittalExecutive Director

Aman MittalExecutive Director

Virendra Kumar GuptaExecutive Director

Ansh MittalExecutive Director

Dinesh KaushalDirector

K.G. GuptaDirector

BOARD of directors

O.P. VermaDirector

Ashok Kumar AgarwalDirector

Ankur GargDirector

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Dear Share Holders,

I once again would like to share the development and progress of the company with you. In my last year speech I was optimistic and expected major economic revival in 2014-15 which would lead to revival of last economic growth coupled with GDP growth in India. However I am a bit disappointed that we could not give good response of ourselves to the economic revival that started with the inception of a New Central Government in India.

At the same time I do agree that due to severe competition from International Players in Steel Sectors along with slow down in Power Sector, the two major sources of consumption of our products, our growth rate was slow and not at the expected level.

And regard to Machine Tool Manufacturing sector which remained static without any substantial growth, we could not achieve any substantial improvement in sales even though this is our company's bread and butter segment.

However, with persistent effort and hard work of our workers, staff and managers we could achieve a reasonable growth and achieved sales figure of 29.82 crs in 2014-15 in comparison to Rs.25.49.00 crs achieved in 2013-14.

I am sure however, that 2015-16 will be different and the team at Cenlub Industries Limited will perform to its full capacity and efficiency and achieve a very higher goal that what we have achieved till date.

I whole heartedly thanks all our share holders, the board members, the employees having faith and patience and for their unstitching support to me as well as to the company.

I wish and request you all to continue in the same spirit in the future also which will benefit Cenlub Industries Limited and help it achieve greater heights in the coming years.

With warm regards,

V.K. MITTALChairman Cum Managing Director

CHAIRMAN-CUM MANAGING DIRECTOR’s ADDRESS TO SHARE HOLDERS

Chairman’s Letter

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MANAGEMENT DISCUSSION AND ANALYSIS

1. Global Economics

The FY 2014-15 witnessed slowdown in the global economy. This slower growth in the developed economies wasaccompanied by moderated GDP growth in the emerging economies like India. Besides this the euro zone alsowitnessed a significant slowdown with a fall in aggregate demand and concerns over Greek bankruptcy.

2. Industry Structure

Your company is catering to various sectors like Machine Tools, Steel, Power, Sugar, Paper and Vehicle Chassis. It isquite obvious that if one sector picks up the growth while other slows down. This, in fact, is advantageous toCENLUB business. But the FY 2014-15 was not encouraging for all the sectors. Hence, CENLUB results were not veryappreciable.

With the modernization of machines like CNC, more and more sophisticated lubrication units are being used whereCENLUB is doing R & D activity.

3. Industry Structure and Developments :

More than 10,00,000 Lubrication systems made by CENLUB are catering to various industries in India basically machinetools, press tools, die casting, pharmaceutical machines. Besides these, lately CENLUB is also catering to Power Plantsin big way, being BHELs as well as multinationals.

CENLUB is developing new lubrication systems for future requirements of the country. These being Wheel Flange /Track Lubrication System particularly for Railways.

With new policy of the government, it has become imperative that more and more Centralised Lubrication System isnecessary as compared to old Manual Lubrication System. Sophisticated Lubrication System required be developingand adopting for latest super thermal power plants.

4. Opportunities and threats :

In business, opportunities and threats are inseparable. Your company Directors and Management keep this in mindwhile taking decision to ensure that stakeholders are not adversely affected. The company's risk management teamcomprises various departmental heads, who meet regularly to identify the processes that are exposed to risk.

Your company has done quite well for the last so many years as regards machine tool lubrication is concerned andenjoying more than 80% market share particularly for CNC machine lubrication.

Threats :

Due to heavy industrial slowdown for the last few years, your company is finding difficult to give good result. Ourbottom line is getting affected because of this reason.

Moreover, due to insertion of new manufacturers from unorganized sector, the competition is becoming more andtight and cheaper products are easily available in the market.

Some MNCs have already put plant in India for the manufacturing of sophisticated lubrication system particularly forPower Plant, Refinery and Steel Plant. Your company is quite aware of these developments.

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5. Outlook

This year the company is very eager to cater lubrication system for Turbine / Generator to multinationals, who internexport their product along with our lubrication system. In fact, we have already achieved this partially last year (i.e. FY14-15) and continuing this year (i.e. FY 15-16). Besides this our other business i..e. Machine Tool Lubrication is beingmaintained.

During the year under review your company has been able to generate a net profit of Rs.118.82 lacs against a netprofit of Rs.27.96 lacs of last year.

Our motive is to maintain a high quality of our product. Our growth strategy revolves around the premises of highquality at reasonable cost. Unfortunately there is a strong challenge now but we believe that we have strong strategyand management team to leave change.

6. Risks and concerns

The risk that may affect us or inclined to, are not limited to economic condition, but to labour shortage, competitivemarket condition and new entries to the market.

We have expectation of tackling the slowing economy and facing challenging market conditions in most efficientmanner.

7. Internal Control System

The company has well documented policy guidelines, defined authority levels and an exhaustive budgetary controlsystem to ensure adequate internal checks and control levels. The internal audit function ensures that the system ofrecording & reporting, internal controls and checks, safeguarding and protection of assets.

An Internal Audit Committee was laid down with powers and responsibilities which are entrusted to them so that theInternal Audit Department can work independently. The department maintains various manuals, controls and checkliststhat are to be carried out before execution of any activity.

Internal checks are exercised so that the various procedures laid at the time of delegation of authorities and otherprocedures are strictly followed. The delegation clearly indicates the powers along with the monetary limits, wherevernecessary, that can be exercised by various levels of the managers in the Company.

Similarly, the Company has a well defined manual for all the functional areas, viz., Production, Sales, Administration,Personnel, etc. These manuals contain elaborate procedures and checklist for the related activities. Necessary controlsand checks are exercised by strictly adhering to the various procedures and checklist prescribed in the Manuals. Alsothese are updated from time to time on ongoing basis, keeping in view the latest developments in different areas.

Proper controls and checks are exercised by the company, following the procedures prescribed in the various manuals.

8. Innovation and intellectual property right

The company from the day one is engaged in innovation by its R&D activity. There are certain areas where innovationrelated to Lubrication is needed. Once such a goal is achieved, patent / intellectual property right also to be thoughtof.

9. Operational Performance

Operational performance of the company is being maintained to its best. But the financial result depends on nationaleconomic condition. In the FY 14-15 there was a slowdown in Steel sector, Power sector as well as Manufacturingsector. Hence, in spite of the best efforts by the company result are not very appreciable.

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10. Dividend

Due to decrease in the cash accruals, there is an increased pressure on the cash flows in the financial year underreview. The Board of Directors feels appropriate not to recommend any dividend for the financial year 2014-15.

11. Material Development in Human Resources / Industrial Relation Front :

During the year the company has developed various HRD plans with in various departments in order to enhance theproductivity between various employees groups. Also special steps has been taken to create awareness for growth inthe minds of the employees.

The company policies included emphasis in growth and all-round development of various persons employed in company.The company had also given special emphasis on training its employees to equip themselves to face the challenges inthe competitive business environment and to achieve the desired goals. I appreciate cordial relations betweenmanagement and work force during the financial year 2014-15.

12. Cautionary Statement

The statement made in this report describing company's plan, projection and expectation may constitute forwardlooking statement within the meaning of applicable law and regulations. Actual result may defer materially from thoseexpressed or employed.

13. Acknowledgement

Your director wish to place their sincere thanks to government agencies, banks, customers, shareholders, vendors andother related organizations through their continuous supported and cooperation, as partners, in your company'sprogress.

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NOTICE

Notice is hereby given that the Twenty Third Annual General Meetingof the shareholders of M/s Cenlub Industries Ltd. will be heldon Wednesday 30 September 2015 at 9.15 A.M. at theAggarwal Sewa Sadan D-48, Sector-11, Faridabad, (Haryana)to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the standalone financial statements andthe consolidated financial statements of the Company for theyear ended 31 March 2015 together with the Directors' andAuditors' Reports thereon.

2. To appoint a director in place of Virendra Kumar Gupta (DIN00006461), who retires by rotation in terms of section 152(6) ofthe Companies Act, 2013 and being eligible offers himself for re-appointment.

3. To appoint a director in place of Ashok Kumar Agarwal (DIN00006512), who retires by rotation in terms of section 152(6) ofthe Companies Act, 2013 and being eligible offers himself for re-appointment.

4. To consider and, if though fit, to pass the following resolutions ason Ordinary Resolution, relating to ratification of appointmentof the Auditors of the Company:"

"RESOLVED THAT pursuant to provision of Section 139 of theCompanies Act, 2013 and Rules made there under, theappointment of M/s. Satish Singla & Co.,, CharteredAccountants(Firm Registration No. 000882N) as StatutoryAuditors of the Company approved in the Annual General Meeting(AGM) held on 27th September,2014 till the conclusion of 22ndAGM held in 2018 and is hereby ratified and that Board ofDirectors of the Company be and is hereby authorized to fix suchremuneration as may be determined by the Board of Directorand recommended by Audit Committee in consultation with auditors

SPECIAL BUSINESS:

5. Appointment of Krishna Gopal Gupta as an IndependentDirector

To consider and if thought fit to pass, with or without modifications,the following resolution as an ordinary resolution:

'RESOLVED THAT Shri Krishna Gopal Gupta (DIN 00222525) whowas appointed as an Additional Director of the Company by theBoard of Directors with effect from 13th November 2014 andwho holds office up to the date of the forthcoming Annual GeneralMeeting under Section 161 of the Companies Act, 2013(" theAct") and as per applicable Articles of Association of the Companyand who is eligible for appointment and has consented to act asa Director of the Company and in respect of whom the Companyhas received a notice in writing from a Member under Section 160of the Act proposing his candidature for the office of Director, beand is hereby appointed as a Director of the Company.

'RESOLVED FURTHER THAT pursuant to the provisions of Section149, 152, Schedule IV and other applicable provisions of the Actread with the Companies (Appointment and Qualification of

Directors) Rules,2014(including any modification(s) or re-enactment(s) there of for the time being in force), Shri KrishnaGopal Gupta (DIN 00222525), a Non-executive Director of theCompany, who has submitted a declaration that the meets thecriteria for independence as provided in Section 149(6) of theAct and who is eligible for appointment, be and is herebyappointed as an Independent Director of the Company, not liableto retire by rotation, to hold office for a term of 5(five) consecutiveyears from 13th November ,2014."

6. ALTERATION IN MEMORANDUM OF ASSOCIATION

To consider and, if thought fit to pass with or without modificationthe following resolution as a Special Resolution:

"RESOLVED FURTHER THAT pursuant to the provisions ofsection 13, (correspond to section 16 of The Companies Act,1956) and other applicable provisions, if any, of the CompaniesAct, 2013 (including any amendment thereto or re-enactmentthereof) and the rules framed there under, the consent ofshareholders be and is hereby accorded, for alteration inMemorandum of Association of the company by:

a. Adding/replacing/deleting/substituting the clauses in theObject incidental and ancillary to the attainment of mainObjects of company as mentioned in sub clause(B) of ClauseIII of the Memorandum of Association

b. deleting the other object as mentioned in sub clause(C) ofClause III of the Memorandum of Association as per theprovisions of Companies Act, 2013.

"RESOLVED FURTHER THAT the Board of Directors of theCompany be and are hereby authorised to do all such acts,deeds and action as may be necessary, proper or expedient togive effect to this resolution."

7. ALTERATION IN ARTICLES OF ASSOCIATION

To consider and if think fit to pass the following Resolution with orwithout modification as Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 14 and allother applicable provisions of Companies Act, 2013 read withCompanies (Incorporation) Rules, 2014 (including any statutorymodification or amendment thereto or re-enactment thereof forthe time being in force), the draft regulations contained in theArticles of Association submitted to this meeting be and arehereby approved and adopted in substitution, and to the entireexclusion, of the regulations contained in the existing Articles ofAssociation of the Company.

"RESOLVED FURTHER THAT the Board of Directors of theCompany be and are hereby authorised to do all such acts,deeds and action as may be necessary, proper or expedient togive effect to this resolution."

Faridabad For and on Behalf of the Board of Directors13th August 2015

V.K.Gupta V.K.MittalDirector Managing DirectorDIN 00006461 DIN 00006398

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NOTES:

1. A member entitled to attend and vote is entitled toappoint a proxy to attend and vote, instead of himself/herself and the proxy need not be a member. A personcan act as proxy on behalf of members' up to and notexceeding fifty and holding in the aggregate not morethan ten percent of the total share capital of thecompany. Further, a member holding more than tenpercent of the total share capital of the companycarrying voting rights may appoint a single person asproxy and such person shall not act as proxy for anyother person or member. The instrument appointingproxy must be deposited at the registered office of thecompany not less than 48 hours before the time ofholding the meeting.

2. Explanatory Statement pursuant to section 102 of the CompaniesAct, 2013 forms part of this Notice.

3. Brief details of the directors, who are seeking appointment/re-appointment, are annexed hereto as per requirements of clause49 of the Listing Agreement.

4. At the Twenty-second Annual General Meeting of the Companyheld on 27th September,2014 M/s Satish Singla & Co., CharteredAccountants(FRN 000882N) have been appointed as StatutoryAuditors of the Company to hold office for a term of five yearsfrom conclusion of Twenty-second Annual General Meeting ofthe Company till the conclusion of the Twenty-Third AnnualGeneral Meeting (subject to ratification by shareholders at everyAnnual General Meeting).

The Company has received consent from M/s Satish Singla & Co.,Chartered Accountants, Auditors of the Company andconfirmation regarding their eligibility to continue as StatutoryAuditors of the Company.

Your Directors request you to ratify the appointment of M/sSatish Singla & Co., Chartered Accountants (FRN 000882N) asstatutory Auditors of the Company at the ensuing Twenty -thirdAnnual General Meeting and to fix their remuneration.

5. Pursuant to the provisions of section 91 of the Companies Act,2013, the register of members and share transfer books of theCompany will remain closed from Thursday 24 September2015 to Saturday 30 September 2015, both days inclusive.

6. To avoid fraudulent transactions, the identity/signature of themembers holding shares in electronic/demat form is verified withthe specimen signatures furnished by NSDL/CDSL and that ofmembers holding shares in physical form is verified as per therecords of the share transfer agent of the Company (i.e. BeetalFinancial & Computer Services (P) Ltd.). Members are requestedto keep the same updated.

7. The Securities and Exchange Board of India (SEBI) has mandatedthe submission of Permanent Account Number (PAN) by everyparticipant in securities market. Members holding shares inelectronic form are, therefore, requested to submit the PAN totheir depository participants with whom they are maintainingtheir demat accounts. Members holding shares in physical formcan submit their PAN details to the Company or Beetal.

8. In terms of section 101 and 136 of the Companies Act, 2013read together with the Rules made there under, the listedcompanies may send the notice of annual general meeting andthe annual report, including Financial statements, Board Report,etc. by electronic mode.

The Company is accordingly forwarding soft copies of the abovereferred documents to all those members who have registeredtheir email ids with their respective depository participants orwith the share transfer agent of the Company.

9. To receive shareholders' communications through electronicmeans, including annual reports and notices, members arerequested to kindly register/update their email address with theirrespective depository participant, where shares are held inelectronic form. If, however, shares are held in physical form,members are advised to register their e-mail address with CenlubIndustries Limited on [email protected]

10. Documents referred to in the Notice and the explanatorystatement shall be open for inspection by the members at theregistered office of the Company on all working days (Monday toFriday) from 10.00 a.m. to 1.00 p.m. except holidays, up to thedate of the meeting.

11. The Company has been maintaining, inter alia, the followingstatutory registers at its registered office at Plot No- 233-234,Sector-58, Ballabgarh, Faridabad (Haryana), which are open forinspection in terms of the applicable provisions of CompaniesAct, 2013 by members and others as specified below:

i) Register of contracts or arrangements in which directorsare interested under section 189 of the Companies Act,2013, on all working days during business hours. The saidRegister shall also be produced at the commencement ofthe annual general meeting of the Company and shall remainopen and accessible during the continuance of the meetingto any person having the right to attend the meeting.

ii) Register of Directors and Key Managerial Personnel andtheir shareholding under section 170 of the Companies Act,2013, on all working days during business hours. The saidRegister shall be kept open for inspection at the annualgeneral meeting of the Company and shall be madeaccessible to any person attending the meeting.

12. Members holding shares in single name are advised to avail thefacility of nomination in respect of shares held by them pursuantto the provisions of Section 72 of the Companies Act, 2013 readwith the Rules issued there under. Members holding shares inphysical form desiring to avail this facility may send theirnomination in the prescribed Form No. SH-13 duly filled to BeetalFinancial & Computer Services (P) Ltd. Members holding sharesin electronic form may contact their respective DepositoryParticipant(s) for availing this facility.

13. Corporate members are requested to send in advance, dulycertified copy of the Board Resolution/Power of Attorneyauthorising their representative to attend the annual generalmeeting.

14. Members/Proxies are requested to bring the copies of annualreports to the meeting.

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15. Please note that for security reasons, no article/baggage will beallowed at the venue of the meeting.

16. Voting through electronic means

In terms of the provisions of section 108 of the Companies Act,2013 (the Act) read with rule 20 of the Companies (Managementand Administration) Rules, 2014, as amended (hereinafter called'the Rules' for the purpose of this section of the Notice) andclause 35B of the Listing Agreement, the Company is providingfacility to exercise votes on the items of business given in theNotice through electronic voting system, to members holdingshares as on 23 September 2015 (End of Day) being the Cut-offdate for the purpose of Rule 20 (4) (vii) of the Rules fixed fordetermining voting rights of members, entitled to participate inthe remote e-voting process, through the e-voting platformprovided by Beetal Financial & Computer Services (P) Ltd or tovote at the annual general meeting.

The instructions for members for voting electronically areas under:-

In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on "Shareholders" tab.

(iii) Now, select the "COMPANY "CENLUB INDUSTRIES LIMITED" fromthe drop down menu and click on "SUBMIT"

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter FolioNumber registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of anycompany, then your existing password is to be used.

(vii)If you are a first time user follow the steps given below:

For Members holding shares in Demat Form andPhysical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by IncomeTax Department (Applicable for both demat shareholdersas well as physical shareholders)

• Members who have not updated their PAN with theCompany/Depository Participant are requested to usethe first two letters of their name and the 8 digits of thesequence number in the PAN field.

• In case the sequence number is less than 8 digits enterthe applicable number of 0's before the number afterthe first two characters of the name in CAPITAL letters.Eg. If your name is Rajesh Kumar with sequence number1 then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat accountor in the company records for the said demat account orfolio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat Bank account or in the company records for the said demat Details# account or folio.

• Please enter the DOB or Dividend Bank Details in orderto login. If the details are not recorded with thedepository or company please enter the member id /folio number in the Dividend Bank details field.

(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then reach directlythe Company selection screen. However, members holding sharesin demat form will now reach 'Password Creation' menu whereinthey are required to mandatorily enter their login password inthe new password field. Kindly note that this password is to bealso used by the demat holders for voting for resolutions of anyother company on which they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other personand take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can beused only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant Cenlub Industries Limited onwhich you choose to vote.

(xii)On the voting page, you will see "RESOLUTION DESCRIPTION"and against the same the option "YES/NO" for voting. Select theoption YES or NO as desired. The option YES implies that youassent to the Resolution and option NO implies that you dissentto the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view theentire Resolution details.

(xiv)After selecting the resolution you have decided to vote on, clickon "SUBMIT". A confirmation box will be displayed. If you wish toconfirm your vote, click on "OK", else to change your vote, clickon "CANCEL" and accordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will notbe allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clickingon "Click here to print" option on the Voting page.

(xvii)If Demat account holder has forgotten the changed passwordthen Enter the User ID and the image verification code and clickon Forgot Password & enter the details as prompted by thesystem.

• Institutional shareholders (i.e. other than Individuals, HUF,NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves asCorporates.

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• They should submit a scanned copy of the Registration Formbearing the stamp and sign of the entity [email protected].

• After receiving the login details they have to create a userwho would be able to link the account(s) which they wish tovote on.

• The list of accounts should be mailed [email protected] and on approval of theaccounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolutionand Power of Attorney (POA) which they have issued in favourof the Custodian, if any, in PDF format in the system for thescrutinizer to verify the same.

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) To sl. no. (xvii) Above tocast vote.

(B) The voting period begins on 26.09.2015 (9.00 A.M) and ends on29.09.2015 (5.00 P.M). During this period shareholders' of theCompany, holding shares either in physical form or indematerialized form, as on the cut-off date (record date) of23.09.2015, may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for voting thereafter.

In case you have any queries or issues regarding e-voting, you mayrefer the Frequently Asked Questions ("FAQs") and e-voting manualavailable at www.evotingindia.co.in under help section or write anemail to [email protected].

General Instructions:

i. The Board of Directors has appointed Apoorva Singh, PracticingCompany Secretary (Membership No. 35621CP No.13277) asthe scrutinizer to the e-voting process, (including voting throughballot form received from the members) and voting at the venueof the annual general meeting in a fair and transparent manner.

ii. The scrutinizer shall, immediately after the conclusion of votingat the general meeting, first count the votes cast at the meeting,thereafter unlock the votes through e-voting in the presence ofat least two (2) witnesses, not in the employment of the Companyand make, not later than three (3) days from the conclusion ofthe meeting, a consolidated scrutinizer's report of the total votescast in favour or against, if any, to the Chairman of the Company,who shall countersign the same.

iii. The scrutinizer shall submit his report to the Chairman, who shalldeclare the result of the voting. The results declared along withthe scrutinizer's report shall be placed on the Company's website:www.cenlub.in and shall also be communicated to the stockexchanges. The resolution shall be deemed to be passed at theannual general meeting of the Company Scheduled to be held onWednesday 30 September 2015.

Annexure to the Notice

Explanatory Statement

The following Explanatory Statement relating to Special Business atitem No. 5 to 7 of the accompanying Notice sets out all materials factsas required under Section 102 of the Companies Act, 2013("the Act").

ITEM NO.5

The Board of Directors of the Company appointed, pursuant to theprovisions of Section 161 of the Act and the Articles of Association ofthe Company, Shri Krishna Gopal Gupta as an Additional Director ofthe Company with effect from 13th November, 2014.

In terms of the provision of section 161 of the Act, Shri Krishna GopalGupta will hold office up to the date of the ensuring Annual GeneralMeeting. The company has received a notice in writing from a memberalong with the deposit if requisite amount under section 160 of the Actproposing the candidature of Shri Krishna Gopal Gupta for the officeof Director of the Company

Shri Krishna Gopal Gupta is not disqualified from being appointed as aDirector in terms of Section 164 of the Act and has given her consentto act as a Director.

The Company has received a declaration from Shri Krishna GopalGupta that he meets with the criteria of independence as prescribedboth under sub-section (6) of section 149 of the Act and under Clause49 of the listing Agreement.

The Board of Directors of the Company on the recommendation ofNomination and Remuneration Committee of Directors has appointmentShri Krishna Gopal Gupta as Independent Director for five consecutiveyears with effect from, 13th November 2014 subject to approval ofmembers.

In terms of section 149 and other applicable provision of Act, ShriKrishna Gopal Gupta being eligible is proposed for appointment asIndependent Director for five consecutive years on the Board of theCompany.

In the option of the Board, Shri Krishna Gopal Gupta fulfills theconditions for his appointment as an Independent Director as specifiedin the Act and the Listening Agreement, Shri Krishna Gopal Gupta isIndependent of the management.

Keeping in view his vast expertise and knowledge, it will be in theinterest of the Company that Shri Krishna Gopal Gupta is appointed asan independent Director.

The terms and conditions for appointment of Shri Krishna Gopal Guptaas an Independent Director is available for inspection by members atthe Registered Office of the Company.

Except Shri Krishna Gopal Gupta, none of the Director, Manger, otherKey Managerial Personnel and their relatives are in any way concernedor interested, financial or otherwise, in the aforesaid Resolution.

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ITEM NO. 6

The existing Memorandum of Association ("MOA") are based on theCompanies Act, 1956 and several Clauses in the existing MOA containreferences to specific sections of the Companies Act, 1956 and someClauses in the existing MOA are no longer in conformity with the Act.With the coming into force of the Companies Act, 2013, it is consideredexpedient to overhaul the existing moa by Adding/replacing/deleting/substituting the clauses in the Object incidental and ancillary to theattainment of main Objects of company as mentioned in sub clause(B)of Clause III of the Memorandum of Association and deleting theother object as mentioned in sub clause(C) of Clause III of theMemorandum of Association.

The new MOA to be substituted in place of the existing MOA is basedon the provisions of Companies Act, 2013.

The proposed new draft of MOA is available for inspection by themembers at the Registered Office of the Company on any workingday excluding public holidays and Sundays, between 11.00 A.M. to1.00 P.M. upto and including the date of Annual General Meeting.

Your Directors recommend the passing of this Resolution as SpecialResolutions by the members.

None of the Directors, Key Managerial Personnel and Relatives of theDirectors / Key Managerial Personnel of the Company is interested inthe proposed Resolution.

ITEM NO.7

The existing Articles of Association ("AoA") are based on the CompaniesAct, 1956 and several regulations in the existing AoA containreferences to specific sections of the Companies Act, 1956 and someregulations in the existing AoA are no longer in conformity with theAct. With the coming into force of the Companies Act, 2013, whereinTable F has been prescribed to be adopted as standard Articles ofAssociation, it is considered expedient to wholly replace the existingAoA by a new set of Articles.

The new AoA to be substituted in place of the existing AoA are basedon Table ̀ F' of the Act which sets out the model Articles of Associationfor a Company limited by shares.

The proposed new draft of AoA is available for inspection by themembers at the Registered Office of the Company on any workingday excluding public holidays and Sundays, between 11.00 A.M. to1.00 P.M. upto and including the date of Annual General Meeting.

Your Directors recommend the passing of this Resolution as SpecialResolutions by the members.

None of the Directors, Key Managerial Personnel and Relatives of theDirectors / Key Managerial Personnel of the Company is interested inthe proposed Resolution.


V.K.Gupta V.K.MittalDirector Managing Director00006461 00006398

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DIRECTORS’ REPORT TO THE MEMBERS :

Your Directors present their Twenty -third Annual Report together with audited financial statements of the Company for the year ended on 31stMarch, 2015.

Financial Results : (Rs. in Lacs)

Particulars Consolidated Stand AloneApril 2014 April 2013 April 2014 April 2013

-March 2015 -March 2014 -March 2015 -March 2014

Revenue from operations (including other income) 3033.94 2606.90 3033.83 2606.55

Less expenses:

Cost of goods sold 1692.22 1480.05 1692.22 1477.04

Employee benefits expenses 530.46 434.50 530.46 434.50

Finance cost 201.42 197.78 201.42 197.78

Depreciation 40.47 40.48 40.47 35.62

Other expenses 393.42 412.92 393.03 420.84

Total expenses 2857.99 2565.73 2857.60 2565.78

Profit before exceptional extraordinary items and tax 175.95 41.17 176.23 40.77

Extraordinary items 0 0 0 0

Tax expense 57.41 12.88 57.41 12.81

Profit for the years from continuing operations 118.54 28.29 118.82 27.96

Minority interest 0 0 0 0

Profit after minority interest 0 0 0 0

Share capital

The paid up equity share capital as on 31 March 2015 was 4.12 Crore

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares withdifferential voting rights, sweat equity shares nor has it granted any stock options.

Operations

Detailed information on the operations of the Company are covered in the Management Discussion and Analysis Report.

Extract of Annual Return

The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure "A" to this report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2014-15, 10(Ten) Board Meetings were held. The details of which are given in Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5)of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is herebyconfirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followedand there were no material departures;

14

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profitof the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 areadequate 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 wereadequate and operating effectively.

Nomination And Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment ofDirectors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration policy isannexed herewith as Annexure "B" to this report.

Particulars of Loans And Guarantees And Investments:

Particulars of loans, Guarantees and Investments covered under of Section 186 of the Companies Act, 2013, are given in the notes to thefinancial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary courseof business.

The policy on Related Party Transaction as approved by the Board has been displayed on the Company's website.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of suchtransactions are provided in Form AOC-2 which is annexed herewith as Annexure "C" to this report. Related Party disclosures as per AS-18have been provided in Note-28 to the financial statement.

Dividend

Due to decrease in the cash accruals, there is an increased pressure on the cash flows in the financial year under review. The Board of Directorsfeels appropriate not to recommend any dividend for the financial year 2014-15.

State of Company's Affairs

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year underreview, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of theAnnual Report.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosedunder Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith asAnnexure "D" to this report.

15

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The riskgovernance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Companyidentifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk informationavailable internally and externally and using the same to plan for risk management activities.

The Company has set-up a Finance and Risk Management Committee to review the risks faced by the Company and monitor the developmentand deployment of risk mitigation action plans. The Committee reports to the Board of Directors and the Audit Committee who provide oversightfor the entire risk management framework in the Company.

Accordingly, this year as well, the Directors have reviewed the risk management policy and processes and also the risks faced by the Companyand the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Dinesh Kaushal (Chairman), Mr. K.G.Gupta, Mr. and Mr. Ankur Garg. All the recommendations made bythe Audit Committee were deliberated and accepted by the Board.

BOARD EVALUTION

The Board of Directors evaluated the annual performance of the Board as a whole, its Committees and the Directors individually in accordancewith the provisions of the Companies Act,2013 and Clause 49 of the Listing Agreement in the following manner :-

I. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputsreceived from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board andits Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of theperformance of the Board, its Committees and each Director were provided to all the members of the Board.

II. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms wererequired to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

III. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performanceof the Board /Committee/Individual Director and formulated a final collective evaluation of the Board. The Board also provided anindividual feedback to the concerned Director on areas of improvement if any.

A separate meeting of Independent Directors was held on 31st December, 2014 to evaluate theperformance evaluation of the Chairman ofthe meeting of Board of Directors (as there is no Chairman of the Board), The Non Independent Directors, the board and flow of informationfrom management.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS

In terms of provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Virendra Kumar Gupta (DIN: 00006464)and Mr. Ashok Kumar Agarwal (DIN: 000065412), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and beingeligible have offered themselves for re-appointment.

On the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. K. G. Gupta who was appointed as AdditionalDirector from November 13, 2014, Mr. Hakikat Singh , as Independent Non-executive Director of the company up to September 11, 2014 whenhe ceased to be the Director of the Company due to his death .

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the ListingAgreement with the Stock Exchanges.

16

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013 during the year.

Internal Financial Control System

The company has comprehensive and adequate internal financial controls system for all major processes including financial statement to ensurereliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effectivereview. It also ensure proper safeguarding of assets across the company and its economical use. The internal financial controls system of thecompany is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed andmodification based on the requirement. The company has an internal audit function, which is empowered to examine the adequacy andcompliance with policies, plans, statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management,control and governance process. The scope of internal Audit is well defined and documented and the audit committee reviews the observationsof the Internal Audit critically. The composition and working of the audit committee forms part of the Corporate Governance Report.

INFORMATION ON REMUNERATION

Information as per the provisions of Section 197(12) of the Companies Act,2013 read with Rule 5(1),5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personal) Rules,2014 are annexed as Annexure-E to this report.

VIGIL MECHANISM

The Company has in place Whistle Blower Policy, wherein the Employees/Directors/Stakeholders of the Company are free to report anyunethical or improper activity, actual or suspected fraud or violation of the Company's Code of Conduct.

1. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year underreview, the Company has detected one transaction of fraud being carried by Mr. Gulab Singh, Manager HR & Administrator, who by hisfraudulent act has cheated the company by sum of Rs. 32,97,254-. The company has also taken appropriate action against him and FIRin this respect has also been made with jurisdiction police station. The Whistle Blower Policy of the Company has been displayed on theCompany's website www.cenlub.in

AUDITORS

a) Statutory Auditors

At the Twenty- Second Annual General Meeting of the company held on 27th September,2014, M/s.Satish Singla & Co.,CharteredAccountants (Firm Registration No.000882N)have been re-appointed as the Statuary Auditors of the company to hold office (subjectto ratification by shareholders at every Annual General Meeting).

The Company has received consent from M/s.Satish Singla & Co.,Chartered Accountants, Auditors of the Company and confirmationregarding their eligibility to continue as Statuary Auditors of the Company .

Your Directors request you to ratify the appointment of M/s.Satish Singla & Co.,Chartered Accountants (Firm Registration No.000882N)as Statutory Auditors of the Company at the ensuing Twenty-third Annual General Meeting and to fix their remuneration. The report byAuditors is self -explanatory.

b) Cost Auditors

The Company was not required to appoint Cost Auditors for the financial year 2014-15 under the provisions of Section 148 of theCompanies Act,2013 and rules made there under.

c) Secretarial Audit

M/s. Shreyansh Jain & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed formMR- 3 is attached as `Annexure F` and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financialyear 2014-15 which call for any explanation from the Board of Directors.

17

SUBSIDIARIES

A separate statement containing the salient features of financial statements of subsidiaries of your Company forms part of consolidatedfinancial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financialstatements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of yourCompany during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM)as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may writeto the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements,financial statements of subsidiaries and all other documents required to be attached to this report.

The financial performance of each of the subsidiaries in the consolidated financial statements of your Company is set out in the Report.Additional details of the performance and operations of the subsidiaries along with details of the acquisitions and investments made by yourCompany and its subsidiaries during the financial year in the Management Discussion and Analysis which also forms part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

The Company has in place a policy for prevention of Sexual Harassment In accordance with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaintsreceived regarding Sexual Harassment .All employees (permanent, contractual, temporary, trainees) are covered under this policy. TheCompany did not receive any complaint during the year 2014-15.

ACKNOWLEDGEMENT

Your Directors acknowledge and thank the Company's customers, shareholders, vendors ,state government authorities, business associates ,banks and financial institutions for the support extended to the Company. Your Directors also record their appreciation for the commitment anddedication of the employees of your Company.


V.K.Gupta V.K.MittalDirector Managing DirectorDIN 00006461 DIN 00006398

18

Annexure "A"Form No. MGT-9EXTRACT OF ANNUAL RETURN

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1)of the Companies (Management and Administration) Rules, 2014]

Form No. MGT-9Extract of Annual ReturnAs on the financial year ended on March 31 2015[Pursuant to section 92(3) of the companies Act, 2013 and rule 12(1)Of the companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN L67120HR1992PLC035087

ii) Registration date 26.03.1992

iii) Name of the Company M/s Cenlub Industries Limted

iv) Category/sub category of the Company Public Company Limited by Shares

v) Address of Registered office and contact details Plot No- 233-234 Sec -58Faridabad-121004 HaryanaPh no : 08826794470, 71, 72 ,73Fax no: 01292307263E-mail: cenlub @cenlub.inWeb: www.cenlub.in

vi) Whether listed company Yes

vii) Name, Address AND Contact details of Registrar and Beetal Financial & Computer Services(P) LtdTransfer Agent Beetal House, 3rd Floor,

99, Madangir,Behind Local Shoping Centre,Near Dada Harsukhdas Mandir,New Delhi-110062Ph no-011-29961281-87Fax no.011-29961284E-mail: [email protected]: www.beetalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company are as stated below:-

Sr. Name and Description of main products/ services NIC Code of the % to total turnover of No. product / service the Company"

1 Centralized Lubrication SystemMachine Tools, Press Tools, Die Casting,Pharmaceutical machines, 2912 100%

* On the basis of Gross Turnover

19

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name of the Address of the CIN/GLN Holding / % of Applicable No. Company Company Subsidiary/ shares Section

Associate held

1 GANPATI HANDTEX PLOT NO-233-234 U29100HR2007PTC036973 Subsidiary 100% 2(87)PRIVATE LIMITED SECTOR-58 Company

FARIDABAD, HARYANAINDIA - 121004

2 MINIHYD PLOT NO .104, U51909HR1982PLC013890 Associate 2(6)HYDRAULICS SECTOR-58, CompanyLIMITED FARIDABAD-121004

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding as on March 31, 2015

Category of No. of Shares held at the beginning of the year No of shares held at the end of the year % Changedshareholders Demat Physical Total % of Demat Physical Total % of During

total shares total shares the year

A. Promoters

Group

1. Indian

a) Individual 1613948 500 1614448 39.19 1645438 500 1645938 39.95 0.76

b) Central Govt. - - - - - - - - -

c) State Govt.(s) - - - - - - - - -

d) Bodies Corp. 129861 - 129861 3.15 131361 - 131361 3.19 0.04

e) Banks/ FI - - - - - - - - -

f ) Any other - - - - - - - - -

Sub-total (A)(1):- 1743809 500 1744309 42.34 1776799 500 1777299 43.14 0.80

2. Foreign

a) NRIs-Individual - - - - - - - - -

b) Others-

Individual - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Bank/ FI - - - - - - - - -

e) Any other - - - - - - - - -

Sub total (A)(2) :- - - - - - - - - -

Total shareholding

of Promoter (A)=

(A)(1)+(A)(2) 1743809 500 1744309 42.34 1776799 500 1777299 43.14 0.80

B. Public

Shareholding

1. Institutions

a) Mutual Funds - 2700 2700 0.07 - 2700 2700 0.07 -

b) Banks/FI - - - - - - - - -

c) Central Govt. - - - - - - - - -

d) State Govt.(s) - - - - - - - - -

20

e) Venture Capital

Funds - - - - - - - - -

f ) Insurance

Companies - - - - - - - - -

g) Fills - 600 600 0.01 - 600 600 0.01 -

h) Foreign Venture

Capital Funds - - - - - - - - -

i) Others

(Specify) - - - - - - - - -

(I-I) Foreign Bank - - - - - - - - -

(I-II) Foreign

Portfolio investor - - - - - - - - -

Sub Total (B) (1) :- - 3300 3300 0.08 - 3300 3300 0.08 -

2. Non-

Institutions

a) Bodies Corp. 67276 7600 74876 1.82 31564 7600 39164 0.95 (0.87)

b) Individual

i. Individual 1033012 652271 1685283 40.91 975757 632360 1608117 39.03 (1.88)

Shareholders

holding nominal

share Capital

upto Rs. 1 Lakh

ii. Individual 398949 12000 410949 9.97 466027 12000 478027 11.60 1.63

Shareholders

holding nominal

share Capital

Excess

Rs. 1 Lakh

c) Any others

(specify) - - - - - - - - -

(c-i) Clearing

Member 927 - 927 0.02 518 - 518 0.01 (0.01)

(c-ii) HUF 108311 - 108311 2.63 112412 0 112412 2.73 0.10

(c-iii) Non

Resident

Indian 79845 12200 92045 2.23 88963 12200 101163 2.46 0.23

Sub Total (B)(2):- 1688320 684071 2372391 57.58 1675241 664160 2339401 56.78 (0.80)

Total Public

Shareholding

(B)=(B)(1)+(B) (2) 1688320 687371 2375691 57.66 1675241 667460 2342701 56.86 (0.80)

C. Share held by

custodian for

GDRs & ADRs - - - - - - - - -

Grand Total

(A+B+C) 3432129 687871 4120000 100 3452040 667960 4120000 100 -

21

ii) Shareholding of Promoters:

Sr. Shareholder's Shareholding at the Shareholding at the %no. Name beginning of the year end of the year Change

( as on 1 April , 2014) ( as on 31 March , 2015) in Shareholding

No. of % of total % of total No. of % of total % of total duringshares shares of pledged/ shares shares of pledged/ the

the company encumbered the company encumbered yearto total shares to total shares

1. Vijendra Kumar Mittal 433679 10.53 0 441984 10.73 0 0.20

2. Madhu Mittal 482526 11.71 0 486936 11.82 0 0.11

3. Aman Mittal 176439 4.29 0 176439 4.29 0 -

4. Ansh Mittal 342342 8.31 0 342342 8.31 0 -

5. Leena Mittal 141445 3.44 0 146270 3.55 0 0.11

6. Nilu Mittal 15783 0.38 0 15783 0.38 0 -

7. Swati Mittal 500 0.01 0 14450 0.35 0 0.34

8. Virendra Kumar Gupta 19950 0.48 0 19950 0.48 0 0

9. Santosh Gupta 1784 0.04 0 1784 0.04 0 -

10. Minihyd Hydraulics Ltd 129861 3.15 0 131361 3.19 0 0.04

Total 1744309 42.34 0 1777299 43.14 0 0.80

iii) Change in Promoter and Promoter Group Shareholding

Sr. Shareholders Name Shareholding Date* Increase/ Reason Cumulative shareholdingNo. (Decrease) during the year 01.04.14

in share to 31.03.15No. of % of total holding No. of % of totalat the Shares of shares Shares ofbegging the company the(01.04.2014) companyend of theyear(31.03.2015)

1. Vijendra Kumar Mittal 433679 10.53 25.04.14 8305 Market 441984 0.2002.05.14 Purchase

441984 10.73 16.05.1404.07.1425.07.1415.08.1417.10.1414.11.14

2. Madhu Mittal 482526 11.71 26.12.14 4410 Market 486936 0.11Purchase

486936 11.823. Swati Mittal 500 0.01 19.03.15 13950 Market 14450 0.34

Purchase14450 0.35

4. Leena Mittal 141445 3.44 25.03.15 4825 Market 146270 0.11Purchase

146270 3.555. Minihyd Hydraulics Ltd 129861 3.15 27.03.15 1500 Market 131361 0.04

31.03.15 Purchase131361 3.19

22

iv) Shareholding pattern of top ten shareholders ( other than Directors, promoters and holders of GDRs and ADRs)

Sr Shareholders Name Shareholding Date* Increase/ Reason Cumulative shareholdingNo. (Decrease) in during the year 01.04.14

shareholding to 31.03.15

For each of the No. of % of total No. of shares % oftop Ten Shares at Shares of totalShareholders the begging the company Shares

(01.04.2014) of theend of the companyyear(31.03.2015)

1. Kailashben 107000 # 2.60 20.06.14 27400 Market 134400 3.26Ashok Kumar Patel 30.06.14 Purchase

134400 * 3.26 11.07.1408.08.1422.08.1419.09.1409.01.1513.02.1520.02.15

2. Shyam Sunder Gupta 56012 # 1.36 28.11.14 15851 Market 71863 1.7405.12.14 Purchase

71863 * 1.74 12.12.1419.12.1430.01.1513.02.15

3. Babalbhai Manilal Patel 33275 # 0.80 30.04.14 (33275) Market 0 020.06.14 Sale

0 * 0 25.07.1408.08.1412.09.1431.10.1414.11.1412.12.14

4. Savita Rani 32532 # 0.79 13.02.15 (15205) Market 17327 0.4206.03.15 Sale

17327 * 0.425. Vandana Vyomesh Shah 30600 # 0.74 14.11.14 3650 Market 34250 0.83

Purchase34250 * 0.83

6. Vinaben Naresh 24732 # 0.60 19.09.14 4523 Market 29255 0.71Kumar Patel 31.10.14 Purchase

29255 * 0.71 14.11.147. Prashant 22500 # 0.54 0 Nil move- 22500 0.54

Yashvantlal Sheth ment during22500 * 0.54 the year

8. Pramila Singhal 20276 # 0.49 0 Nill move- 20276 0.49ment during

20276 * 0.49 the year9. Veenaben Jayesh 19717 # 0.48 0 Nil move- 19717 0.48

Bhai Patel ment during19717 * 0.48 the year

10. Patel Ashok kumar 15000 # 0.36 14.11.14 (1000) Market 14000 0.34Babalbhai Sale

14000 * 0.34

# AS ON 01.04.2014* AS ON 31.03.2015

23

v) Shareholding of Directors and Key Managerial Personnel:

Shareholding of Directors:

Sr. no For each of the Director Shareholding at the Cumulative Shareholder duringand KMP beginning of the year the year

No. of shares % of total No. of shares % of totalshares of the shares of theCompany Company

01. Vijendra Kumar Mittal

As on 01.04.2014 433679 10.53 433679 10.53

8305 10.73

As on 31.03.2015 441984 10.73 441984 10.73

02. Madhu Mittal

As on 01.04.2014 482526 11.71 482526 11.71

4410 11.82

As on 31.03.2015 486936 11.82 486936 11.82

03. Aman Mittal

As on 01.04.2014 176439 4.29 176439 4.29

As on 31.03.2015 176439 4.29 176439 4.29

04. Ansh Mittal

As on 01.04.2014 342342 8.31 342342 8.31

As on 31.03.2015 342342 8.31 342342 8.31

05. Virendra Kumar Gupta

As on 01.04.2014 19950 0.48 19950 0.48

As on 31.03.2015 19950 0.48 19950 0.48

06. Dinesh Kaushal

As on 01.04.2014 8500 0.20 8500 0.20

As on 31.03.2015 8500 0.20 8500 0.20

07. Ashok Kumar Agarwal

As on 01.04.2014 300 0.007 300 0.007

As on 31.03.2015 300 0.007 300 0.007

08 K.G.Gupta

As on 13.11.2014 1000 0.02 1000 0.02

As on 31.03.2015 1000 0.02 1000 0.02

Mr. O.P.Verma Non-Executive Director,Mr. Ankur Garg Non-Executive Director, Lt. Mr.Hakikat Singh Non-Executive Director& Company Secretarydo not hold any shares of the company at the beginning of the year as well as at the end of the year .They have neither acquired any sharesnot sold any shares during the year under review.

24

V. INDEBTENDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment (In Rs.Lacs)

Secured Loans Unsecured Loan Deposits Total Indebtednessexcluding deposits

Indebtedness as at April 1, 2014

i) Principle Amount 400.00 98.77 - 498.77

ii) Interest due but not paid - - -

iii) Interest accrued but not due

Total (i+ ii+ iii) 400.00 98.77 - 498.77

Change in indebtedness during the financial year*

Addition 171.48 61.78 - 233.26

(Reduction) 97.45 96.56 - 194.01

Net Change

Indebtedness as at March 31, 2015

i) Principle Amount 474.02 63.99 - 538.01

ii) Interest due but not paid

iii) Interest accrued but not due

Total (I + ii+ iii) 474.02 63.99 - 538.01

* includes exchange difference and interest movement.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole- time Director and /or Manager (In Rs. Lac)

Sr. no Particulars of Remuneration Name of the Managing Director/ Whole-time Director/ Manger

Mr. V.K. Mittal Mrs. Madhu Mr. Aman Mr. V.K. Gupta Mr. Ansh Mittal TotalChairman & Mittal Mittal Executive Executive AmountManaging Executive Executive Director DirectorDirector Director Director

1. Gross Salarya. Salary as per provisionscontained in section 17(1)of the Income Tax Act 1961 30.00 8.40 12.00 8.40 12.00 70.80

b. Value of Perquisitesu/s 17(2) Income TaxAct 1961 - - 0 0 0 0

c. Profits in lieu of salaryunder section 17(3) IncomeTax Act 1961 - - 0 0 0 0

2. Stock option - - - - - -

3. Sweat Equity - - - - - -

4. Commission: - - - - - --As a % of Net [Profit - - - - - -- others, specify - - - - - -

5. Other, please specify - - - - - -

Total A 30.00 8.40 12.00 8.40 12.00 70.80

25

B. Remuneration to other Director (In Rs. Lac)

Particulars of Name of DirectorsRemuneration Dinesh O.P. Verma Ankur Garg Ashok Kumar K.G. Gupta Total

Kaushal Agarwal

1. Independent Director /other non-executiveDirectors

- Fee for attending board meeting 0.16 0.16 0.16 0.16 0.08 0.72

- commission - - - - - -

- others, please specify - - - - - -

Total B 0.72

Total Managerial Remuneration (A)+ (B) 71.52

VII. PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES

Type Selection of Brief Description Details of Penalty/ Authority Appeal madeCompanies Act Punishment/ (RD/NCLT if any

Compounding fees /COURT) (give details)imposed

A. Company

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. Directors




C. Other Officers in default




26

Annexure "B"

NOMINATION AND REMUNERATION POLICY

The Board of Directors of Cenlub Industries Limited ("the Company")constituted the "Nomination and RemunerationCommittee"("Committee") at the Meeting held on May ,30.2014 and November, 13, 2014 with immediate effect, consistingof three(3) Non-Executive Directors of which majority are Independent Directors.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the CompaniesAct, 2013, as amended from time to time, read along with the applicable rules thereto and Clause 49 under the ListingAgreement. The Key Objectives of the Committee would be:

1.1 To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel (hereinafterreferred to as "KMP") and Senior Management.

1.2 To evaluate the performance of the members of the Board and provide necessary report to the Board forfurther evaluation of the Board.

1.3 To recommend to the Board on Remuneration payable to the Directors, KMP and Senior Management.

1.4 To provide to KMP and Senior Management reward linked directly to their effort, performance, dedication andachievement relating to the Company's operations.

1.5 To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personsand create competitive advantage.

1.6 To devise a policy on Board diversity.

1.7 To develop a succession plan for the Board and to regularly review the plan;

2. DEFINITIONS

2.1 Act means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

2.2 Board means Board of Directors of the Company.

2.3 Directors mean Directors of the Company.

2.4 Key Managerial Personnel (KMP) means

2.4.1 Chairman and Managing Director

2.4.2 Executive Directors;

2.4.3 Company Secretary;

2.5 Listing Agreement means Agreement, as amended from time to time, executed with Stock Exchanges forListing of Securities of the Company.

2.6 Senior Management means personnel of the Company who are members of its core management team beingfunctional heads not below grade of Senior Vice President.

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3. ROLE OF COMMITTEE

3.1 Matters to be dealt with, perused and recommended to the Board by the Nomination andRemuneration Committee

The Committee shall:

3.1.1 Formulate the criteria for determining qualifications positive attributes and independence of a director

3.1.2 Identify persons who are qualified to become Director and persons who may be appointed in KeyManagerial and Senior Management positions in accordance with the criteria laid down in this policy.

3.1.3 Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

3.2 Policy for appointment and removal of Director, KMP and Senior Management

3.2.1 Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience ofthe person for appointment as Director, KMP or at Senior Management level and recommend tothe Board his/her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has discretion to decide whether qualification,expertise and experience possessed by a person is sufficient / satisfactory for the concernedposition.

c) The Company shall not appoint or continue the employment of any person as Whole-time Directorwho has attained the age of seventy years. Provided that the term of the person holding thisposition may be extended beyond the age of seventy years with the approval of shareholders bypassing a special resolution based on the explanatory statement annexed to the notice for suchmotion indicating the justification for extension of appointment beyond seventy years.

3.2.2 Term / Tenure

i. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Directoror Executive Director for a term not exceeding five years at a time .No re-appointment shall bemade earlier than one year before the expiry of term.

ii. Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board ofthe Company and will be eligible for re-appointment on passing of a special resolution by theCompany and disclosure of such appointment in the Board's report.

3.2.3 Evaluation

The Committee shall carry out yearly evaluation of performance of every Director, KMP and SeniorManagement Personnel

3.2.4 Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rulesand regulations there under, the Committee may recommend, to the Board with reasons recorded inwriting, removal of a Director, KMP or Senior Management Personnel subject to the provisions andcompliance of the said Act, rules and regulations.

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3.2.5 Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of theAct and the prevailing policy of the Company. The Board will have the discretion to retain the Director,KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attainingthe retirement age , for the benefit of the Company.

3.3 Policy relating to the Remuneration for the Whole-time Director, KMP and Senior ManagementPersonnel

3.3.1 General:

i. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration / compensation / commission etc. shall be subject to the prior/postapproval of the shareholders of the Company and Central Government, wherever required.

ii. The remuneration and commission to be paid to the Whole-time Director shall be in accordancewith the percentage / slabs / conditions laid down in the Articles of Association of the Companyand as per the provisions of the Act.

iii. Increments to the existing remuneration/compensation structure may be recommended by theCommittee to the Board which should be within the slabs approved by the Shareholders in thecase of Whole-time Director.

i v. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief ExecutiveOfficer, Chief Financial Officer, the Company Secretary and any other employees for indemnifyingthem against any liability, the premium paid on such insurance shall not be treated as part of theremuneration payable to any such personnel. Provided that if such person is proved to be guilty,the premium paid on such insurance shall be treated as part of the remuneration.

3.3.2 Remuneration to Whole-time / Executive / Managing Director, KMP and Senior ManagementPersonnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly asmay be approved by the Board on the recommendation of the Committee. The breakup of thepay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme,medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorizedby the Board on the recommendation of the Committee and approved by the shareholders andCentral Government, wherever required.

b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate ,the Company shallpay remuneration to its Whole-time Director in accordance with the provisions of Schedule V ofthe Act.

c) Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration anysuch sums in excess of the limits prescribed under the Act or without the prior sanction of theCentral Government, where required, he / she shall refund such sums to the Company and untilsuch sum is refunded, hold it in trust for the Company. The Company shall not waive recovery ofsuch sum refundable to it unless permitted by the Central Government.

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3.3.3 Remuneration to Non- Executive / Independent Director:

a) Remuneration / Commission:

The remuneration /commission shall be fixed as per the slabs and conditions mentioned in theArticles of Association of the Company and the Act.

b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attendingmeetings of Board or Committee thereof. Provided that the amount of such fees shall not exceedRs. 4000/- (Rupees Four Thousand Only) per meeting of the Board or Committee or such amountas may be prescribed by the Central Government from time to time

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

4.2 Minimum two (2) members shall constitute a quorum for the Committee meeting.

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman ofthe Committee.

5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall choose oneamongst them to act as Chairperson.

5.4 Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual GeneralMeeting or may nominate some other member to answer the shareholders' queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

7. COMMITTEE MEMBERS' INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at ameeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of theCommittee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

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9. VOTING

9.1 Matters arising for determination at Committee meetings shall be decided by a majority of votes of Memberspresent and voting and any such decision shall for all purposes be deemed a decision of the Committee.

9.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.

10. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

10.1 Ensuring that there is an appropriate induction in place for new Directors and members of Senior

10.2 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter appointment inaccordance with the Guidelines provided under the Act;

10.3 Identifying and recommending Directors who are to be put forward for retirement by rotation.

10.4 Determining the appropriate size, diversity and composition of the Board;

10.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

10.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

10.7 Evaluating the performance of the Board members and Senior Management in the context of the Company'sperformance from business and compliance perspective;

10.8 Making recommendations to the Board concerning any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provision of the law and theirservice contract.

10.9 Delegating any of its powers to one or more of its members or the Secretary of the Committee;

10.10 Recommend any necessary changes to the Board; and

10.11 Considering any other matters, as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

11.1 To consider and determine the Remuneration Policy, based on the performance and also bearing in mind thatthe remuneration is reasonable and sufficient to attract retain and motivate members of the Board and suchother factors as the Committee shall deem appropriate all elements of the remuneration of the members of theBoard.

11.2 To delegate any of its powers to one or more of its members or the Secretary of the Committee.

11.3 To consider any other matters as may be requested by the Board.

11.4 Professional indemnity and liability insurance for Directors and senior Management.

12. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minute and signed by the Chairman of the Committee at the subsequentmeeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

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Annexure "C"

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to insub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third provisionthereto

1. Details of contracts or arrangements or transactions not at arm's length basis

a. Name(s) of the related party and nature of relationship Nil

b. Nature of contracts/arrangements/transactions Nil

c. Duration of the contracts/arrangements/transactions Nil

d. Salient terms of the contracts or arrangements or transactions including the value, if any Nil

e. Justification for entering into such contracts or arrangements or transactions Nil

f. Date(s) of approval by the Board Nil

g. Amount paid as advances, if any Nil

h. Date on which the special resolution was passed in general meeting as required under firstprovision to section 188 Nil

2. Details of material contracts or arrangement or transactions at arm's length basis

a. Name(s) of the related Minihyd Hydraulics Shree Ganpati Ganpati Handtexparty and nature of Limited Boxmaker Pvt. Pvt. Limitedrelationship Limited

b. Nature of contracts/ Purchase of Raw Printing of Plant & Machinery etcarrangements/transactions Materials etc. stationery & Catalog etc

c. Duration of the contracts/ Ongoing basis from Ongoing basis from Ongoing basis fromarrangements/transactions April 1,2014. April 1,2014. April 1,2014.

d. Salient terms of the contracts In tune with market In tune with market In tune with marketor arrangements or transactions parameters, Estimated parameters, Estimated parameters, Estimatedincluding the value, if any annual value of annual value of annual value of

Rs.5 crore. Rs.1 crore Rs.20 crore

e. Date(s) of approval by theBoard ,if any 30.05.2014 30.05.2014 30.05.2014

f. Amount paid as advances, if any Nil Nil Nil

For Cenlub Industries Limited

V.K. MittalDIN : 00006398 Chairman and Managing Director

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Annexure "D"

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)Rules,2014 forming part of the Directors' Report for the year ended March 31, 2015.

A. CONSERVATION OF ENERGY

Company has been doing quite a good work in this regard.

1. The electrical appliance/motor for products as well as internal testing is done and supplied with IE2 motor which isapproximately saving 10% of energy. Side by side instead of DG sets VFD appliances are used which give 100%utilization of power against loss of 50 to 60% power by DG sets.

Our company has transparent roof on some areas where we can use solar light instead of tube as required by works.

2. As regard ultimate source of energy, company has done home work for putting solar energy equipment of 20 KW.This will be done on available of roof area.

3. The capital investment for putting solar energy panel shall be around 20 Lacs.

TECHNICAL OBSERVATION

All our equipments particularly Oil Circulatory System are made as per API/ASME/ANSI standards, which are the most modernstandards in the world.

Our equipments are protected by IP45/IP54 measures. Due to various international standards, our products became moreefficient and internationally competitive, technically. As regards price reduction is concerned it is not immediately achievablebut efforts are being made to achieve the goal for cost reduction / product development. Many of our products are alreadycoming into imports substitute.

CENLUB is also a member of Lubrication Equipment Sectional Committee, PGD 19 and we keep on attending the meeting atBureau of Indian Standards, Manak Bhavan, New Delhi,

TECHNOLOGY ABSORPTION

I. The benefits derived like products improvement, cost reduction, product development, import substitution :

Due to various international standards, our products of course became more efficient and internationally competitivetechnology.

As regards price reduction is concerned, it is not immediately achievable, but efforts are being made to achieve thegoal. For cost reduction / product development. Many of our products are already accepted as Import Substitute.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, Earnings and Outgo are given as below:-(Rs. in Lacs)

Particulars 31.03.2015 31.03.2014

Foreign Exchange earning 195.28 40.82

Foreign Exchange outgoing 46.96 64.80

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ANNEXURE "E"

DETAILS OF REMUNERATION UNDER SECTION 197 OF COMPANIES ACT 2013 AND RULE 5 OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL RULES, 2014)

A. Details as per Section 197 and Rule 5(1)

(i) Ratio of the remuneration of each Director to the median remuneration of the employee of the Company for theFinancial Year 2014-15, Perfect increase in remuneration of Chief Financial Officer, Chief Executive Officer, CompanySecretary or Manger, if any, in the Financial Year 2014-15

(Rs. in Lacs)Sr. Name of Executive Designation Ratio of Remuneration of Percentage increase inNo. Director / KMP each Director to median remuneration from

Remuneration of employee previous year

01 Vijendra Kumar Mittal Chairman,Managing Director 8.11 Nil

02 Madhu Mittal Whole Time Director 2.27 Nil

03 Aman Mittal Whole Time Director 3.24 Nil

04 Ansh Mittal Whole Time Director 3.24 Nil

05 Virendra Kumar Gupta Whole Time Director 2.27 Nil

The Non- Executive Independent Director of the Company are paid sitting fee only within the limits as prescribed under theCompanies Act 2013. The median remuneration of employees in the Financial Year 2014-15 was increase by 0 %

(ii) The Company has 113 permanent employees on its rolls on standalone basis on March 31, 2015

(iii) Explanation on the relationship between average increase in remuneration and Company performance during FinancialYear 2014-15.

Profit of the Company on standalone basis (without considering Exceptional item) increased by 5.91% in theFinancial Year 2014-15 as compared to the previous Financial Year. The average increase in employee's remunerationin Financial Year 2014-15 was 0% which was in line with Industry Standards. While recommending increase in employee'sremuneration, Company considered the financial performance of the Company, Industries Benchmarking, and inflationlevel.

(iv) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company during theFinancial Year 2014-15. Remuneration of the senior employees, including key Managerial Personnel includes PerformanceLinked Bonus (PLB) payable on annual basis. The PLB pay-out is decided on the basis of the performance of theCompany as a whole and individual performance. During the Financial Year 2014-15, the Standalone Profit of theCompany before tax (without considering Exceptional item) grew by 5.91 % as compared to the previous FinancialYear.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the lastFinancial Year and its comparison with the percentile increase in the managerial remuneration and justification thereofand point out if there are any exceptional circumstances for increase in the managerial remuneration.

Mr. Virenjer Kumar Gupta, whole time Director of the Company is also working as CFO and Drawing the revolution in thecapacity of whole time director only.

(vi) Comparison of each remuneration of the key Managerial Personnel against the performance of the Company duringthe Financial Year 2014-15

B. Details as per Section 197 and Rules 5(2) and 5(3):

1. During the Financial Year 2014-15 no employee other than the Managing Director, Received remuneration in excess ofsixty lacs rupees while working for the whole year or five lacs rupees while working for the part of the year.

2. During the Financial Year 2014-15 no employee, posed and working in a Country outside India, not being Directors ortheir relatives, draw more than sixty lacs as per Financial Year or 5lacs rupees per month.

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ANNEXURE "F"FORM No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

[Pursuant to section 204(1) of Companies Act, 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,CENLUB INDUSTRIES LIMITED

We have conducted the secretarial audit of the compliance of CENLUB INDUSTRIES LIMITED, applicable statutory provisionsand adherence to good corporate practices by CENLUB INDUSTRIES LIMITED (hereinafter called the Company). SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintainedby company and also the information provided by the Company, its officers, agents and authorised representatives during theconduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering thefinancial year ended 31st March, 2015 complied with the statutory provisions listed hereunder. The Company has properBoard - processes and compliance -mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Companyfor the financial year ended March 31st, 2015 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye- laws Framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of ForeignDirect Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992('SEBIAct') :-

a) The securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

b) The securities and Exchange Board of India (Prohibition of insider Trading) Regulation, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009;

d) The securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines,1999 (Not applicable to the Company during the Audit Period);

e) The securities and Exchange Board of India (Issue and Listing Of Debt Securities ) Regulations, 2008 (Notapplicable to the Company during the Audit Period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable tothe Company during the Audit Period) and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to theCompany during the Audit Period);

35

We have also examined compliance with the applicable clauses of the following:

i. Secretarial standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.

We further report that The Board of directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors andthat took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

Majority decisions are carried through while the dissenting member's views are captured and recorded as a part of minutes.Many of the decisions at the Board Meetings were passed unanimously.

We further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, one transaction of fraud detected by the Company, which was beingcarried by Mr. Gulab Singh, Manager HR & Administration, who by his fraudulent act had cheated the Company the sum ofRs. 32,97,254/- (Thirty Two Lakh Ninety Seven Thousand Two Hundred Fifty Four only).The company has also takenappropriate action against him and filed a FIR (First Information Report) in this respect with jurisdiction police station.

FOR SHREYANSH JAIN & ASSOCIATESCompany Secretaries

(SHREYANSH PRATAP JAIN)Company SecretaryMembership No.: 25359Certificate of Practice No.: 9515

Place: DelhiDate: 13.08.2015

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of thisreport.

36

Annexure" A"

To,The Members,CENLUB INDUSTRIES LIMITED

Our report of even date is to be read along with this letter.

(1) Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is toexpress an opinion on these Secretarial Records based on our audit.

(2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on test basis to ensure that correctfacts are reflected in the Secretarial records. We believe that the processes and practices, we followed provide areasonable basis for our opinion.

(3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

(4) Where ever required, we have obtained the Management representation about the compliance of Laws, Rules andRegulations and happening of events etc.

(5) The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibilityof the Management. Our examination was Limited to the verification of procedures on test basis.

(6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy oreffectiveness with which the Management has conducted the affairs of the Company.

FOR SHREYANSH JAIN & ASSOCIATESCompany Secretaries

(SHREYANSH PRATAP JAIN)Company SecretaryMembership No.: 25359Certificate of Practice No.: 9515

Place: DelhiDate: 13.08.2015

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CORPORATE GOVERNANCE

Company's Philosophy on Corporate Governance:

The Company's Philosophy on Corporate Governance lays strong emphasis on transparency, accountability and integrity. TheCompany has implemented the mandatory requirements of the 'Code of Corporate governance' as mentioned in the Class 49of the Listing Agreement. The Compliance Report of the Company vis-a vis the Stock Exchange Listing Agreement ispresented below.

BOARD OF DIRECTORS

Composition of the Board

The Company's policy is to maintain an optimum combination of Executive and Non -Executive Directors. As on March 31,2015, Cenlub Board comprises of ten (10)Directors . The Board consists of the five (5) Executive Directors (includingChairman and Managing Director, who is a promoter Director) and five (5) Non-executive Independent Directors. Thecomposition of the Board is in conformity with Clause 49 of the Listing Agreements with the stock exchanges. Details of thecomposition of the Board of Directors etc., are given in Table1.

Number of Board Meetings

During the financial year 2014-15, the Board of Directors met(10) ten times: on 30 May 2014,27 June 2014, 30 July 2014,14 August 2014, 13 November 2014, 18 December 2014, 24 January 2015,12 February 2015,12 March 2015, 31 March2015. The gap between any two meetings has been less than eighty nine and fourteen days.

Directors Attendance Record and Directorships

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year 2014-15,the last Annual General Meeting(AGM)held on September 27,2014 and the number of Directorships & Committee Chairmanships/Memberships held by them in other Indian public limited companies as on March 31,2015,are given herein below:

Table1: Composition of the Board of Director etc. for the year 2014-15

Name of the Director Category Attendance Particulars No. of Directorships and Committee Memberships/Chairmanships in India Companies as onMarch 31 2015****

Number of Board Last Number of Committee Committee Meetings AGM Directorship(s) Membership(s) Chairman ship(s)

held in Indian held in Indian held in IndianHeld Attended Companies*** Public Ltd. Public Ltd.

Companies Companies

Mr. Vijendra Kumar Mittal Executive 10 10 Yes 3 1 Nil

Mrs. Madhu Mittal Executive 10 10 Yes 1 Nil Nil

Mr. Aman Mittal Executive 10 8 No 1 Nil Nil

Mr. Virendra Kumar Gupta Executive 10 10 Yes 2 Nil Nil

Mr. Ansh Mittal Executive 10 10 Yes 2 Nil Nil

Mr. Dinesh Kaushal Independent 10 4 Yes 9 1 1

Mr. Ashok Kumar Agarwal Independent 10 4 Yes 1 1 1

Mr. Ankur Garg Independent 10 4 No 1 3 Nil

Mr. Om Prakash Verma Independent 10 4 Yes 1 1 Nil

Mr. Hakikat Singh* Independent 4 0 N.A N.A N.A N.A

Mr. Krishna Gopal Gupta** Independent 6 2 No 3 1 1

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* Mr. Hakikat Singh , Non-executive Director of the company has expired and ceased to be the Director of the Companyw.e.f on September 11, 2014 .

** Mr. K. G. Gupta who was appointed as Additional Director from November 13, 2014

*** Other directorships do not include foreign companies. In accordance with Clause 49 of the Listing Agreement, Memberships/Chairmanships of only the Audit Committee and Stakeholders' Relationship Committee in all Indian Public limited companieshave been considered included cenlub committee.

Information supplied to the Board

In advance of each meeting, the Board is presented with relevant information on various matters related to the working ofthe Company, especially those that require deliberation at the highest level.

Presentations are also made to the Board by different functional heads on important matters from time to time. Directorshave separate and independent access to officers of the Company. In addition to items which are required to be placedbefore the Board for its noting and/or approval, information is provided on various significant items. In terms of quality andimportance, the information supplied by Management to the Board of the Company is far ahead of the list mandated underclause 49 of the Listing Agreement.

Code of Conduct

Revised clause 49 of the Listing Agreement requires listed companies to lay down a code of conduct for its directors andsenior management, incorporating duties of directors as laid down in the Companies Act, 2013.

The Company pursuant to clause 49, already had a Code of Conduct for Directors and members of Senior Management. Asrequired under the revised clause 49, the Board at its meeting on 13 November 2014 adopted a revised Code of Conduct forall Directors and Senior Management of the Company and the same has been placed on the Company's website www.cenlub.in

All Directors and Senior Management personnel have affirmed compliance with the new Code for 2014-15. A declaration tothis effect signed by the Managing Director is given in this Annual Report.

Maximum tenure of independent directors

The maximum tenure of independent directors is in accordance with the Companies Act2013 and clause 49 of the ListingAgreement.

Formal Letter of appointment to independent directors

The Company issues a formal letter of appointment to independent directors in the manner as provided in the CompaniesAct, 2013 and clause 49 of the Listing Agreement.

Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out anannual performance evaluation of its own performance, and that of its Committees and individual directors. Manner in whichformal annual evaluation was made by the Board of its own performance and that of its Committees and individual directorsis given below:

Performance evaluation criteria for Board, Committees of the Board and Directors were approved by the Board of Directorsat its meeting held on 13 November 2014. The criteria are placed on the Company's website www.cenlub.in

Based on the said criteria, rating sheets were filled by each of the directors towards the end of the year with regard toevaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the yearunder review.

39

A consolidated summary of the ratings given by each of the directors was then prepared, based on which a report ofperformance evaluation was prepared by the Chairman in respect of the performance of the Board, its Committees andDirectors during the year under review.

The report of performance evaluation so arrived at was then noted and discussed by the Nomination and RemunerationCommittee and Board at their meetings held in March 2015.

As per the report of performance evaluation, the Board shall determine inter alia whether to continue the term of appointmentof the independent director. During the year under review, there was no occasion to decide on the continuance of the termof appointment of any of the independent directors and hence the question of taking a decision on their re-appointment didnot arise.

Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy,providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy onremuneration for directors, key managerial personnel and other employees.

Board Diversity Policy

In compliance with provisions of clause 49 of the Listing Agreement, the Board through its Nomination and RemunerationCommittee has devised a Policy on Board Diversity. The objective of the policy is to ensure that the Board is comprised ofadequate number of members with diverse experience and skills, such that it best serves the governance and strategicneeds of the Company. It is recognized that the Board composition as at present broadly meets with the above objective.

Whistle Blower Policy / Vigil mechanism

The Company has adopted a Whistle Blower Policy and has established the necessary Vigil mechanism for employees anddirectors to report concerns about unethical behavior. The Whistle Blower Policy complies with the requirements of VigilMechanism as stipulated under Section 177(9) of the Companies Act, 2013.The details of establishment of Whistle BlowerPolicy/Vigil Mechanism have been disclosed on the Company's website www.cenlub.in

The policy comprehensively provides an opportunity for an employee/Director to report the instance of unethical behavior,actual or suspected fraud or any violation of the Code of Conduct and/or laws applicable to the Company and seek redressal.The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The policyis being communicated to the employees and also posted on Company's intranet.

Subsidiary companies

The Company has one subsidiaries viz. Ganpati Handtex Pvt. Ltd, there has been no material change in the nature of thebusiness of the subsidiaries as prescribed under clause 49.

Provisions to the extent applicable as required under the revised clause 49 with reference to subsidiary companies were dulycomplied.

During the year under review, the Audit Committee reviewed the financial statements, including the investments made bythe Ganpati Handtex Pvt. Ltd subsidiaries, to the extent applicable. A statement of all significant transactions and arrangementsentered into by the subsidiary companies, as applicable, was regularly placed before the Board.

A Policy on `material subsidiaries' in terms of clause 49 of the Listing Agreement has been formulated by the Board at itsmeeting held on 13 November 2014.

Related party transactions

All related party transactions (RPTs), which were entered into with related parties during the financial year were in theordinary course of business. These have been approved by the Audit Committee. The Board has approved a policy for relatedparty transactions which has been uploaded on the Company's website [email protected]

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None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of theMembers is drawn to the disclosure set out in notes to financial statement.

The related party transactions are entered into based on consideration of various business exigencies, such as synergy inoperation, sectorial specification and the Company's long-term strategy for sectorial investments, market share optimization,profitability, legal requirements, liquidity and capital resource.

Disclosures

Suitable disclosures have been made in the financial statements, together with the Management's explanation in the eventof any treatment being different from that prescribed in Accounting Standards.

There were no public issues, rights issues, preferential issues, bonus issues etc. during the year.

Committees of the Board

As on March 31, 2015 the Company has Audit Committee, Nomination and Remuneration Committee, Stakeholders relationshipCommittee. The Board Committees are set-up under the formal approval of the Board to carry out clearly defined roles whichare considered to be performed by the members of the respective Board Committees.

The Company's guidelines relating to Board Meetings are applicable to Committee Meetings, as far as may be practicable.Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriateto assist in its work. Minutes of the proceedings of the Committee Meetings are placed before the Board meetings for perusaland noting.

1. Audit Committee

The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committee'srole includes oversight of the financial reporting process, the audit process, the adequacy of internal controls, transactionswith related parties and compliance with applicable laws and regulations.

The composition of the Audit Committee is in line with provisions of Section 177 of the Companies Act, 2013 and Clause 49of the Listing Agreement. The members of the Audit Committee are financially literate and have requisite experience infinancial management. The Committee invites the Managing Director & CEO, CFO & Company Secretary, Manager Accounts,Statutory Auditor and Internal Auditor to attend its meetings. The Audit Committee meets the Statutory Auditor and theChief Internal Auditor independently without the management at least once in a year.

The composition of the Audit Committee of the Board of Directors of the Company along with the details of the meetingsheld and attended during the financial year ended 31st March, 2015 are detailed below:

Name of the Member Nature of Membership Meeting details

Held Attended

Dinesh Kaushal Chairman 5 5

Ankur Garg Member 5 5

Hakikat Singh* Member 3 Nil

K.G.Gupta ** Member 2 2(w.e.f 13th November,2014)

* Mr. Hakikat Singh, Member of Audit Committee of the company up to September 11, 2014 when he ceased to be theDirector of the Company due to his death.

** Mr. K. G. Gupta who was appointed as Additional Director from November 13, 2014 and join as a member of Auditcommittee.

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Date(s) on which meeting(s) were held

28th May, 2014 12th February, 2015

12th August, 2014 31st March, 2015

11th November, 2014

The Chairman of the Audit Committee was present at the last AGM held on 27th September, 2014.

The scope of activities and terms of reference of the Audit Committee is governed by a Charter which is in line with theprovisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The role of the Audit Committee, inter alia, includes the following:

1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that thefinancial statements are correct, sufficient and credible;

2. Reviewing with the management the quarterly, half-yearly, nine-monthly and annual financial statements, standaloneas well as consolidated, before submission to the Board for approval;

3. Reviewing the Management Discussion and Analysis of the financial condition and results of operations;

4. Reviewing with the management, the annual financial statements and auditor's report thereon before submission tothe Board for approval, with particular reference to:

a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's reportas per Section 134(3)(c) of the Companies Act, 2013

b) Changes in the accounting policies and practices and the reasons for the same, major accounting entriesinvolving estimates based on the exercise of judgment management and significant adjustments made in thefinancial statements out of audit findings;

c) Compliance with listing and other legal requirements relating to financial statements;

d) Disclosure of any Related Party Transactions (RPTs);and

e) Qualifications in the draft audit report, if any.

5. Reviewing the financial statements of unlisted subsidiary companies (including joint ventures) and investments madeby the unlisted subsidiary companies (including joint ventures);

6. Reviewing and considering the following w.e.t. appointment of auditors before recommending to the Board:

a) Qualifications and experience of the individual/firm proposed to be considered for appointment as auditor;

b) Whether such qualifications and experience are commensurate with the size and requirements of the company;and

c) Giving due regard to any order or pending proceeding relating to professional matters of conduct against theproposed auditor before the Institute of Chartered place of profit in the Company, its subsidiary company;

7. Reviewing the statements of significant related party transactions submitted by the management;

8. Reviewing and Scrutinizing the inter-corporate loans and investments;

9. Review of the Whistle Blower mechanism of the Company as per the Whistle Blower Policy. Overseeing the functioningof the same;

10. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the financefunction or discharging that function) after assessing the qualifications, experience and background, etc. of thecandidate;

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11. Approving the auditors (appointed under the Companies Act, 2013) to render any service other than consulting andspecialised services;

12. Recommending to the Board of Directors, the appointment, remuneration and terms of appointment of Cost Auditorfor the Company;

13. Review the cost audit report submitted by the cost auditor on audit of cost records before submission to the Board forapproval;

14. Appointing registered values and defining the terms and conditions for conducting the valuation of assets/net-worth/liabilities of the Company. Reviewing the valuation report and follow-up thereon;

15. Looking into reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case ofnon-payment of declared dividends) and creditors, if any;

16. Review and approve policy formulated for determination of material subsidiaries;

17. Review and approve policy on materiality of related party transactions and also dealing with related party transactions;and

18. Any other matter referred to by the Board of Directors. Accountants of India or any competent authority or anyCourt.

19. Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of thestatutory auditor, fixing of audit fees and approving payment for any other service;

The Audit Committee during the year has approved the overall framework for RPTs, the Policy on dealing with the RPTs, thePolicy on materiality of RPTs and the criteria for granting omnibus approval in line with the policy of dealing with RPTs inaccordance with provisions of the Companies Act, 2013 and/or Clause 49 of the Listing Agreement. The Committee alsoreviews the internal financial controls.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee broadly plays a dual role of determining the composition of the Board basedon need and requirements of the Company from time to time and determines the overall compensation framework and policyfor Directors, senior management and employees. The Committee further reviews that the human resource practices of theCompany are effective in maintaining and retaining a competent workforce.

The Board at its meeting held on 30 May 2014 and 13th November 2014,renamed the committee as Nomination andRemuneration Committee and also revised the terms of reference for this Committee, as required under section 178 ofCompanies Act, 2013 and revised clause 49 of the Listing Agreement.

Further reconstitute of the committee Mr. Hakikat Singh, Member of Nomination and Remuneration Committee of thecompany up to September 11, 2014 when he ceased to be the Director and Nomination and Remuneration Committee ofthe Company due to his death and Mr. K.G.Gupta director appointed New Member and chairman of the Committee.

Composition of the Nomination and Remuneration Committee and attendance record of members for 2014-15


Held Attended

K.G.Gupta Chairman 1 1

O.P.Verma Member 1 1


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During the year under review, the Committee met twice on 30 May 2014 and 13 November 2014

On 13 November 2014, the Committee, inter alia, approved and recommended to the Board:

i) Board Diversity Policy,

ii) Performance evaluation criteria for Board, Committees of Board, Independent Directors and Non-Independent Directors,

iii) Remuneration Policy on remuneration of directors, KMP and employees, and

iv) Ratification of change in remuneration of Managing Director and Chairman

On 13 November 2014, the Committee, inter alia, recommended for consideration of the Board:

i. Appointment of Mr. K.G.Gupta as an additional and independent director

Stakeholders Relationship Committee

During the financial year ended 31st March, 2015, the nomenclature of the Stakeholders Relationship and Investors GrievanceCommittee was changed to "Stakeholders Relationship Committee" pursuant to the provisions of Section 178 of the CompaniesAct, 2013 and Clause 49 of the Listing Agreement. The composition of the Stakeholder Relationship Committee is incompliance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement the termsof reference of said Committee as follows:

1. To look into the redressal of complaints of security-holders on matters relating to transfer of shares, dematerialisationof shares, non-receipt of annual report, non-receipt of dividend, matters relating to issue of new share certificates etc.

2. To look into matters that can facilitate better security-holders services and relations.

Composition of the Stakeholders Relationship Committee and attendance record of members for 2014-15


Held Attended

Ashok Kumar Agarwal Chairman 1 1

V.K. Mittal Member 1 1


The Committee met on 31st March 2015 to, inter alia, review the status of investors' services rendered.

The secretarial auditors as well as the Company Secretary (who is also the compliance officer) were also present. TheCommittee expressed its satisfaction on the overall status of compliance and actions taken on various matters.

Investors' complaints attended and resolved during 2014-15

Investors' Complaints Attended/resolved during 2014-15

Pending at the beginning of the year Nil

Received during the year 5

Disposed of during the year 5

Remaining unresolved at the end of the year Nil

More details on this subject and on shareholders' related matters have been furnished in the chapter on General ShareholderInformation.

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Independent Directors' meeting

In compliance with Schedule IV to the Companies Act, 2013 and revised clause 49 of the Listing Agreement, the independentdirectors held their separate meeting on 31st March 2015, without the attendance of non-independent directors andmembers of management, to inter alia:

i) review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors andnon-executive directors;

iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Boardthat is necessary for the Board to effectively and reasonably perform their duties.

All independent directors were present at the meeting.

The independent directors present at the meeting deliberated on the above and expressed their satisfaction.

SEBI Complaints Redress System (SCORES)

The Investor complaints are processed in a centralized web-based complaints redressed system. The salient features of thissystem include Centralised database of all complaints, on line upload of Action Taken Reports (ATRs) by the concernedcompanies and online viewing by investors of action taken on the complaints and its current status.

Remuneration of directors

Pecuniary transactions with non-executive directors

During the year under review, there were no pecuniary transactions with any non-executive director of the Company.

The register of contracts is maintained by the Company under section 189 of the Companies Act, 2013.

The register is signed by all the directors present at the respective Board meetings.

Non-executive directors

Non-executive directors are paid only sitting fees.

Executive directors

Executive directors are entitled to superannuation benefits payable in the form of an annuity from an approved life insurancecompany, which forms part of the perquisites allowed to them. No pension is paid by the Company.

Remuneration to directors

The Company has no stock option plans for the directors and hence, it does not form a part of the remuneration packagepayable to any executive director. During the year under review, none of the directors was paid any performance-linkedincentive.

In 2014-15, the Company did not advance any loans to any of the executive and/or non-executive directors. Details ofremuneration paid/payable to directors during 2014-15 are provided in the annexure to the Directors' Report in FormMGT-9.

Shareholding of directors

Information on shares held by directors in the Company as on 31 March 2015 is provided in the annexure to the Directors'Report in Form MGT-9.

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Management

Management discussion and analysis

This is given as a separate chapter in the Annual Report.

Disclosure of material transactions

Under clause 49, Senior Management is required to make periodical disclosures to the Board relating to all material financialand commercial transactions where they had (or were deemed to have had) personal interest that might have been inpotential conflict with the interest of the Company. This provision was adhered to during the year.

Compliances regarding insider trading

The Company had in place a 'Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices a new setof Regulations, which come into effect from 15 May 2015.

Regulation 8 of the newly introduced Regulations, required the Company to formulate a Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information (UPSI), which the Company needs to follow in order to adhere toeach of the principles set out in Schedule A to the said Regulations.

Further, regulation 9 (1) of these Regulations required a listed company to formulate a Code of Conduct to Regulate, Monitorand Report Trading by its employees and other connected persons, towards achieving compliance with the said Regulations,adopting the minimum standards, set out in Schedule B to the Regulations.

Accordingly, the Board at its meeting held on 4 May 2015, approved and adopted,

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The said codes are being adhered to with effect from 15 May 2015.

Shareholders

Communication to shareholders

Quarterly, half-yearly and annual financial results are published in numerous leading dailies, such as Millennium Post, SamacharJagat.

An official press release is also issued. The Company also sends the half-yearly financial results, along with a detailed write-up,to each household of shareholders.

Cenlub Industries Ltd has its own website, www.cenlub.in which contains all important public domain information, includingpresentations made to the media, analysts and institutional investors.

The website contains information as prescribed under the Companies Act, 2013 and clause 49 of the Listing Agreement,including details such as dividend history, answers to Frequently Asked Questions (FAQs) by the various shareholder categoriesand details of the corporate contact persons.

Section 20 and 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 permit companies to servicedelivery of documents electronically on the registered members'/shareholders' email addresses. The Company, during theyear under review sent documents, such as notice calling the general meeting, audited financial statements, directors'report, auditors' report etc. in electronic form at the email addresses provided by the shareholders and made available bythem to the Company through the depositories. Shareholders desiring to receive the said documents in physical formcontinued to get the same in physical form, upon request.

46

All financial and other vital official news releases are also communicated to the concerned stock exchanges, besides beingplaced on the Company's website.

The Company also files the following information, statements, reports on the website as specified by SEBI:

• Full version of the annual report including the balance sheet, profit and loss account, directors' report and auditors'report, cash flow statement, half-yearly financial statement and quarterly financial statements.

• Corporate governance report.

• Shareholding pattern.

Information on general body meetings and details of special resolution(s) passed

The last three annual general meetings of the Company were held at the following venue dates and times:-

Financial Year Date Time Venue Special Resolutions Passed

2011-12 05/09/2012 9.00 a.m Aggarwal Sewa Sadan NoneD-48,Sector-11,Faridabad,(Haryana)

2012-13 28/09/2013 9.00 a.m Aggarwal Sewa Sadan NoneD-48,Sector-11,Faridabad,(Haryana)

2013-14 27/09/2014 9.00A.M Aggarwal Sewa SadanD-48,Sector-11,Faridabad,(Haryana) 1. Reappointment of Smt. Madhu

Mittal as a whole time director

2. Reappointment of Mr. V.K Guptaas a whole time Director

3. Authority to the Board to createCharge.

4. Authority to the Board to Borrowmoney.

5. Related Party Transactions of theCompany with Minihyd HydraulicsLimited

6. Related Party Transactions of theCompany with Shree GanpatiBoxmaker Pvt. Limited

7. Related Party Transactions of theCompany with Ganpati HandtexPvt.Limited

No Extraordinary General Meeting of the Members was held during the year 2014-15.

Postal Ballot

No resolution was passed through Postal Ballot during the year 2014-15

None of the business proposed to be transacted in the ensuing Annual General Meeting require passing a Special Resolutionconducted through Postal Ballot.

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Details of capital market non-compliance, if any

There has not been non-compliance by the Company of any legal requirements; nor has there been any penalty, strictureimposed on the Company by any stock exchange, SEBI or any statutory authority on any matter related to capital marketsduring the period under review.

CEO/CFO certification

The MD and CFO have certified to the Board with regard to the financial statements and other matters as required by clause49 of the Listing Agreement. The certificate is contained in this Annual Report.

Report on corporate governance

This chapter, read together with the information given in the Directors' Report and the chapters on Management Discussionand Analysis and General Shareholder Information, constitute the compliance report on corporate governance during 2014-15. The Company has been regularly forwarding the quarterly compliance report to the stock exchanges as required underclause 49 of the Listing Agreement.

Auditors' certificate on corporate governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating tocorporate governance laid down in clause 49 of the Listing Agreement. This certificate is annexed to the Directors' Reportand will be sent to the stock exchanges along with the Annual Report to be filed by the Company.

Compliance of mandatory and non-mandatory requirements under clause 49

Mandatory

The Company has complied with all the mandatory requirements of clause 49 of the revised Listing Agreement.

Non-mandatory

The Company has also complied with all of the non-mandatory requirements as under:

1) The Board

The requirement regarding non-executive chairman is not applicable, since the Chairman of the Company is executiveChairman.

2) Shareholder rights

A half-yearly declaration of financial performance including summary of significant events in the preceding six months issent to each household of shareholders.

3) Audit qualifications

There are no qualifications in the financial statements of the Company for the year 2014-15.

4) Reporting of internal auditor

The internal auditor reports directly to the Audit Committee.

General Shareholder Information

Annual General Meeting

Date 30 September,2015

Time 9.15a.m

Venue Aggarwal Sewa SadanD-48,Sector-11, Faridabad,(Haryana)

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Financial calendar

Audited annual results for year ending 31 March May

Mailing of annual reports August

Annual general meeting September

Unaudited first quarter financial results August

Unaudited second quarter financial results November

Unaudited third quarter financial results February

Dividend

Due to the reduced profits and the decrease in the cash accruals, there is an increased pressure on the cash flows. Also, dueto the additional borrowings made for implementing the capital projects under expansion, there is an increase in thecommitments towards repayments to the lending banks. As such, Board of Directors feel appropriate not to recommend anydividend for the Financial Year 2014-2015.

Dates of book closure

The register of members and share transfer books of the Company will remain closed from Thursday, 24 September 2015 toWednesday 30 September 2015, both days inclusive.

Unclaimed dividends

The shareholders who have not encashed their dividend warrants for the years 2010-11and 2011-2012 onwards are requestedto claim the amount from Beetal Financial Services (P) Ltd/registered office of the Company.

As per section 205 C of the Companies Act, 1956, any money transferred by the Company to the unpaid dividend accountand remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called 'TheInvestor Education and Protection Fund' (IEPF) set up by the Central Government. No claims shall lie against the fund or theCompany in respect of amount so transferred.

Further, the Ministry of Corporate Affairs vide its notification dated 10 May 2012 prescribed the Investor Education andProtection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 whichmandates all the companies to file the particulars of all the unclaimed and unpaid amounts through e-form 5 INV on the webportal of MCA http://www.iepf.gov.in/IEPF/services.html and subsequently also upload the data on the website of theCompany, dividends for the past years 2010-11 to 2011-12 have been uploaded on the Company's website on www.cenlub.in

Share transfer agent

The Company appointed Beetal Financial Services (P) Ltd. as its share transfer agent and accordingly, processing of sharetransfer/dematerialization / rematerialisation.

All physical transfers, transmission, transposition, issue of duplicate share certificate/s, issue of demand drafts in lieu ofdividend warrants etc. as well as requests for dematerialization / rematerialisation are being processed at Beetal FinancialServices (P) Ltd. through connectivities with National Securities Depository Ltd. and Central Depository Services (India) Ltd.

Share transfer system

Share transfers received by the share transfer agent/Company would be registered within 15 days from the date of receipt,provided the documents are complete in all respects.

49

Distribution of shares as on 31 March 2015 is given in Table 1.

Table 1: Shares held in physical and electronic mode

Particulars Position as on 31 march 2015 Position as on 31 march 2014 Net change during 2014-15

No. of shares % to total No. of shares % to total No. of shares % to totalshareholding shareholding shareholding

Physical 667960 16.21 687871 16.70 (19911) 0.48

Demat

Nsdl 2873265 69.74 2818104 68.40 55161 1.34

Cdsl 578775 14.05 614025 14.90 (35250) 0.86

Subtotal 3452040 83.79 3432129 83.30 19911 0.48

Total 4120000 100 4120000 100 - -

Stock Code

BSE Ltd.Mumbai 522251

ISIN for Depositories(NSDL and CDSL) INE627F01011

Listing on stock exchanges

Shares of the Company are currently listed on BSE Ltd

Name Address

BSE Ltd.Mumbai1st Floor, Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai 400 001

The listing fees payable to these stock exchanges for 2014-15 have been paid in full.

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Market price data

Table 2: Monthly highs and lows of Company's shares during 2014-15

(D vis-à-vis BSE Sensex)

Month BSE Ltd.(BSE)

Month's High Month's LowPrice (In Rs) Price (In Rs)

April 2014 19.50 16.70

May 2014 23.00 15.00

June 2014 26.85 19.45

July 2014 22.80 16.65

August 2014 25.00 17.95

September 2014 31.95 21.20

October 2014 28.00 18.80

November 2014 33.00 22.55

December 2014 31.45 23.20

January 2015 31.40 26.15

February 2015 31.45 22.75

March 2015 26.75 21.75

Distribution of shareholding

Table 3 gives details about the pattern of shareholdings among various categories as on 31 March 2015 and 31 March 2014,while Table 4 gives the data according to size classes as on 31 March 2015.

Table 3: Distribution of shareholdings across categories as on

Categories 31 March 2015 31 March 2014

No of shares % to total capital No of shares % to total capital

Promoters 1777299 43.14 1744309 42.34

Institutions

Mutual Funds/UTI 2700 0.07 2700 0.07

Foreign Institutional Investors 600 0.01 600 0.01

Bodies Corporate 39164 0.95 74876 1.82

Individuals 2086144 50.63 2096232 50.88

NRI 101163 2.46 92045 2.23

HUF 112412 2.73 108311 2.63

CLEARING MEMBERS 518 0.01 927 0.02

TOTAL 4120000 100 4120000 100

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Table 4: Distribution of shareholding according to size class as on 31 March 2015

Categories No of shareholders Shares held in each class

Number % Number %

1 to 5000 4,255 87.64 7,46,477 18.12

5001 to 10000 317 6.53 2,74,861 6.67

10001 to 20000 132 2.72 2,09,486 5.08

20001 to 30000 52 1.07 1,33,761 3.25

30001 to 40000 30 0.62 1,06,467 2.58

40001 to 50000 23 0.47 1,11,640 2.71

50001 to 100000 19 0.39 1,44,588 3.51

100001 and above 27 0.56 23,92,720 58.08

4,855 100 41,20,000 100

Shareholders' and investors' grievances

The Board of Directors of Cenlub Industries Limited currently has a Stakeholders Relationship Committee to specifically lookinto the shareholders'/investors' complaints on various matters. Routine queries/complaints received from shareholders arepromptly attended and replied. Queries/complaints received during the period under review related to non-receipt of dividendby warrants as well as through electronic clearing service, non-receipt of annual report, non-receipt of transferred shares andchange of address and/or bank particulars. There were no pending issues to be addressed or resolved.

During the year, letters were received from SEBI/ROC/Stock Exchanges/Investors concerning 5 complaints filed by theshareholders on various matters. In respect of each of these complaints, replies were sent to SEBI/ROC/Stock Exchanges/Investors and no action remained to be taken at the Company's end.

Nomination

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shallbe transferable in the case of death of the registered shareholder(s).

The prescribed nomination form will be sent by the Company upon such request. Nomination facility for shares held inelectronic form is also available with depository participant as per the bye-laws and business rules applicable to NSDL andCDSL.

Voting through electronic means

Pursuant to section 108 of the Companies Act, 2013 and the Rules made there under, every listed company is required toprovide its members facility to exercise their right to vote at general meetings by electronic means.

The Company has entered into an arrangement with Beetal Financial Services (P) Ltd., the authorized agency for thispurpose, to facilitate such e-voting for its members. The shareholders would therefore be able to exercise their voting rightson the items put up in the Notice of annual general meeting, through such e-voting method. Further, in accordance with theCompanies (Management and Administration) Rules, 2014, as amended, the Company shall also be making arrangements toprovide for voting facility at the venue of the annual general meeting.

Shareholders who are attending the meeting and who have not already cast their votes by remote e-voting shall only be ableto exercise their right of voting at the meeting.

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Cut-off date, as per the amended Rules, shall be 23 September 2015 and the remote e-voting shall be open for a period ofdays, from 26 September 2015 (9.00 a.m.) till 29 September 2015 (5.00 p.m.). The Board has appointed Apoorva Singh,Practicing Company Secretary as scrutiniser for the e-voting process.

Detailed procedure is given in the Notice of the twenty third annual general meeting and is also placed on the website of theCompany.

Shareholders may get in touch with the Company Secretary for further assistance.

PLANT LOCATIONS:

I. Plot No-233 & 234, Sector-58, BallabgarhFaridabad - 121 004, Haryana,IndiaTel. : +91-8826794470-73Fax. : +91-129-2307263

45-B, PHASE - IIPEENYA INDL.AREABANGALORE - 560 058, KARNATAKA

Plot No. G-2116, 2117AGIDC METODARAJKOT, GUJRAT

II. INVESTOR CORRESPONDENCE ADDRESS

Secretarial DepartmentPlot No-233 & 234, Sector-58,BallabgarhFaridabad - 121 004, Haryana, IndiaTel. : +91-8826794470-73Fax. : +91-129-2307263Email : [email protected] website: www.cenlub.in

DECLARATION ON COMPLIANCE WITH THE CODE OF CONDUCT

I, V.K. Mittal, Chairman and Managing Director of Cenlub Industries Limited hereby declare that all the Board Members andsenior managerial personal have affirmed for the year ended March 31, 2015, compliance with the Code of Conduct of theCompany laid down for them.

V.K.Mittal

Chairman and Managing Director

Faridabad

August 13, 2015

53

CORPORATE GOVERNANCE COMPLAIANCE CERTIFICATE

Registration No. of the Company L67120HR1992PLC035087Nominal Capital Rs. 5 Crore

To the MembersCenlub Industries LtdFaridabad

I have examined the compliance of condition of corporate Governance by Cenlub Industries Limited, for the Year ended 31,2015, as stipulated in Clause 49 of the Listing Agreement of the said company with stock exchange in India

The compliance of conditions of Corporate Governance is the responsibility of the Company's management. My examinationwas limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditionsof Corporate Governance. It is neither an audit nor any expression of option on the financial statements of the Company

In my opinion and to the best of our information and according to the explanation given to me I certify that the company hascomplied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

I state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency of effectivenesswith which the management has conducted the affairs of the Company.

For Satish Singla & Co.Chartered accountants

Date :13.08.2015Place: Faridabad

(CA. Satish Singla)Proprietor

M.No. 080836 Firm Regn. No. 000882N

54

TO THE BOARD OF DIRECTORS OF CENLUB INDUSTRIES LIMITED

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY

We, V.K Mittal, Chief Executive Officer and V.K Gupta, Chief Financial Officer, of Cenlub Industries Limited, to the best of ourknowledge and belief certify that:

1. We have reviewed the financial statements and the cash flow statement of the Company for the year ended ,March31, 2015

2. To the best of our knowledge ands information:

a) These statement do not contain any material untrue statement or omit to misleading;

b) These statement together p[resent a true and fair view of the Company's affairs and are in compliance withexisting accounting standards, applicable laws and regulations.

3. We also certify, that based on our knowledge and the information provided to us, there are no transactions enteredinto by the Company, which are fraudulent, illegal or violated the Company's code of conduct, except one transactionof fraud being carried by Mr. Gulab Singh Manager HR& Administrator, who by his fraudulent act has cheated thecompany the sum of Rs. 32,97,254/- .The company has also taken appropriate action against him and FIR in thisrespect has also been made with jurisdiction police station.

4. The Company's other certifying officers and we are responsible for establishing and maintain internal controls forfinancial reporting and procedures for the Company, and we have evaluated the effectiveness of the Company'sinternal controls and procedures pertaining to financial reporting.

5. The Company's other certifying officers and we have disclosed, based on our most recent evaluation, whereverapplicable, to the Company's auditors and through them to the Audit Committee of the Company's Board of Directors:

a) All significant deficiencies in the design or operation of internal controls, which we are aware and have takensteps to rectify these deficiencies;

b) Significant changes in internal control over financial reporting during the year;

c) Any fraud, which we have become aware of and that involves management or other employees who have asignificant role in the company's internal control systems over financial reporting.

d) No changes in accounting policies during the year has been made

Place : Faridabad V.K Mittal V.K GuptaDate : 13.08.2015 CEO CFO

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INDEPENDENT AUDITORS REPORT

To the Members of Cenlub Industries Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Cenlub Industries Limited (‘the Company’), which comprise the

Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss and the Cash Flow Statement for the year then

ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the

Act’) with respect to the preparation of these financial statements that give a true and fair view of the financial position,

financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in

India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable

and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation

of these financial statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the

provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit

report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the

Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial

statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement

of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal

financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to

56

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on

whether the Company has in place an adequate internal financial controls system over financial reporting and the operating

effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the Company’s Board of Directors, as well as evaluating the overall

presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial

statements give the information required by the Act in the manner so required and give a true and fair view in conformity

with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and

its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’) issued by the Central Government in terms

of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4

of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears

from our examination of those books.

(c) The Balance Sheet and the Statement of Profit and Loss and the cash flow statement dealt with by this Report

are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the Directors as on March 31, 2015, taken on record

by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from being appointed as a

Director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according

to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements

as of March 31, 2015;

57

ii) The Company has no long term contracts, as required under the applicable law or accounting standards,

and hence there is no material foreseeable losses on long term contracts;

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education

and Protection Fund by the Company.

For SATISH SINGLA & CO.

Firm Regn: No. 000882N

(Chartered Accountants)

PLACE: FARIDABAD (CA. SATISH SINGLA)

DATE: 28.05.2015 M.NO: 80836

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

1. In respect of the fixed assets of the Company:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular

programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable

intervals. According to the information and explanations given to us, no material discrepancies were noticed on

such verification.

2. In respect of the inventories of the Company:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable

intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical

verification of inventories followed by the Management were reasonable and adequate in relation to the size of

the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained

proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the

Register maintained under Section 189 of the Act other than a loan / security deposit given to subsidiary company for

construction of building which is used by the company. No interest is charged as no rent is given as per the agreement.

No amount is overdue.

58

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control

system commensurate with the size of the Company and the nature of its business with regard to purchase of

inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed

any major weakness in such internal control system. However the internal control system needs to be further reviewed

to cover-up the possible lapses if any.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits

during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order

are not applicable to the Company.

6. The provisions of clause 3 (vi) of the Order are not applicable to the Company as the Company is not covered by the

Companies (Cost Records and Audit) Rules, 2014.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,

Employees’ State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of

Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income

Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax duty of Customs, duty of Excise, Cess and other

material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they

became payable.

(c) There are no dues of Income Tax, Service Tax Wealth Tax, duty of Customs and duty of Excise and Cess except

Value Added Tax (as detailed below), which have not been deposited as at March 31, 2015 on account of

dispute.

Name of the Statute Nature of Dues Forum where pending Period Amount

VAT Laws VAT Commissioner Appeals 2010-11 5,76,466

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in

accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder within time.

8. The Company has neither accumulated losses at the end of financial year nor incurred any cash loss during the year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in

repayment of dues to a bank during the year.

10. In our opinion and according to the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from banks or financial institutions.

59

11. According to the information and explanations given to us, the company has applied term loans for the purpose for

which these were taken.

12. During the year the company by its pro-active mechanism had deducted a fraud conducted by an employee of the

company for an estimated amount of Rs. 18,23,877/—. However detailed working is being done to find out exact

amount of fraud. Fraud had been conducted by HR Manager by forging the employee’s signature and by duplicating

the number of employees. FIR application against the employee has duly been lodged. Necessary steps have been

taken by the company to check this type of fraud in future. The company has been advised to get all its internal

controls reviewed from some professional to make them more effective.

For SATISH SINGLA & CO.

Firm Regn: No. 000882N

(Chartered Accountants)

PLACE: FARIDABAD (CA. SATISH SINGLA)

DATE: 28.05.2015 M.NO: 80836

60

EQUITY AND LIABILITIESShareholder's Funds(a) Share Capital 3 41,200,000 41,200,000(b) Reserves and Surplus 4 109,304,295 97,422,076

Non-Current Liabilities(a) Long-Term Borrowings 5 40,140,343 40,747,791(b) Deferred Tax Liabilities (Net) 6 2,727,017 1,811,075(c) Long Term Provisions 7 8,102,443 7,785,321

Current Liabilities(a) Short-Term Borrowings 8 99.925,058 92,800,780(b) Trade Payables 9 47,815,774 47,084,788(c) Other Current Liabilities 10 28,551,322 23,435,141(d) Short-Term Provisions 11 4,775,559 4,575,171

Total Equity & Liabilities 382,541,812 356,862,144ASSETSNon-Current Assets(a) Fixed Assets Tangible Assets 12 67,756,159 56,107,839 Intangible Assets 12 994,189 809,348 Capital Work in Progress - -

68,750,349 56,917,187(b) Non-current investments 13 45,621,246 10,419,583(c) Long term loans and advances 14 86,508,504 85,674,340

Current Assets(a) Current investments - -(b) Inventories 15 57,043,579 49,543,579(c) Trade receivables 16 66,929,262 73,195,975(d) Cash and cash equivalents 17 48,220,019 71,847,218(e) Short-term loans and advances 18 8,995,562 7,956,899(f) Other current assets 19 473,291 1,307,363

Total Assets 382,541,812 356,862,144

Significant Accounting Policies 2 0 0

BALANCE SHEET AS AT 31ST MARCH, 2015

The accompanying notes are an integral part of the financial statements

As per our report of even date FOR CENLUB INDUSTRIES LIMITED

For SATISH SINGLA & CO. VIJENDRA KUMAR MITTAL(Chartered Accountants) MANAGING DIRECTOR

CA SATISH SINGLA VIRENDRA KUMAR GUPTA(Proprietor) DIRECTORMembership No.: 080836Firm Reg. No.: 000882N MADHU MITTALPlace : Faridabad DIRECTORDate : 28-05-2015

As At31st March,

2014Particulars Note

As At31st March,

2015

61

INCOMERevenue from operations 20 298,168,142 254,848,767Other Income 21 5,214,850 5,806,908

Total Revenue(I) 303,382,991 260,655,674

EXPENSESCost of materials consumed 170,893,540 152,911,999Purchase of Stock-in-Trade - 1,009,804Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 22 (1,671,538) (6,217,696)Employee Benefit Expense 23 53,046,432 43,450,400Other Expenses 24 39,302,886 42,084,171

Total Expenses (II) 261,571,320 233,238,678

Profit before Interest, Depreciation & Tax (I - II) 41,811,671 27,416,996

Financial Costs 25 20,141,729 19,777,781Depreciation and Amortization Expense 4,047,232 3,562,354Profit before Exceptional Items and tax 17,622,711 4,076,861

Extraordinary Items - -Profit before tax 17,622,711 4,076,861

Tax expense:Current tax 4,800,000 900,000Income Tax Earlier Years 25,549 25,149Deferred tax 915,942 355,806

Profit/(Loss) for the period 11,882,219 2,795,905

Earning per equity share: (1) Basic 2.88 0.68 (2) Diluted 2.88 0.68

PROFIT & LOSS STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2015

Particulars NoteAs At

31st March,2015

As At31st March,

2014





62

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2015

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax & Extraordinary Items 17,622,711 4,076,861Adjustment For :Depreciation And Amortisation Expenses 4,047,232 3,562,354Finance Costs 20,141,729 19,777,781(Profit)/Loss On Sale Of Assets (1,145,364) 73,680Interest/Dividens Received (3,976,808) (5,083,860)

Operating Profit Before Working Capital Changes 36,689,499 22,406,816(Increase)/Decrease In trade & Other Receivables 7,100,785 8,289,693(Increase)/Decrease In Inventories (7,500,000) (22,000,000)Increase/(Decrease) In Liabilities & Provisions 6,364,678 20,417,231Cash Generated From Operations 42,654,962 29,113,740Direct Taxes (Net) (4,824,549) (925,149)Net Cash From/ (Used In) Operating Activities 37,830,413 28,188,591

B CASH FLOW FROM INVESTING ACTIVITIESPurchase Of Fixed Assets (17,871,630) (11,726,843)Sale Of Fixed Assets 3,136,600 87,000Movement In Loan (1,872,827) (35,830,139)Purchase Of Investments (35,201,663) (2,152,194)Interest Received 3,956,355 5,066,252Dividend Received 20,453 17,608Net Cash Used In Investing Activities (47,832,712) (44,538,316)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds From Borrowings 25,718,857 60,257,079Repayment Of Borrowings (19,201,729) (9,228,315)Finance Costs Paid (20,141,729) (19,777,781)Dividend Paid (Including Dividend Tax) - -Net Cash From Financing Activities 13,624,900 31,250,983Net Increase/(Decrease) In Cash And Cash Equivlents (23,627,199) 14,901,258

Cash And Cash Equivlents As At The Beginning Of The Year 71,847,218 56,945,959Cash And Cash Equivlents As At The End Of The Year 48,220,019 71,847,217NOTES :Cash And Cash Equivlents Include :- Cash,Cheques In Hand And Remittances In Transit 659,738 506,592- Balances With Banks 47,560,281 71,340,626




ParticularsAs At

31st March,2015

As At31st March,

2014

Sr.No.

63

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2015

1. Company overviewCenlub Industries Limited is an engineering company primarily engaged in designing, engineering, manufacturing,supply, installation and erection of Lubrication systems.

2. Significant Accounting Policies2.1 Basis of preparation of financial statements

The financial statements are prepared on accrual basis under the historical cost convention, modified toinclude revaluation of certain assets, in accordance with applicable Accounting Standards (AS) specified in theCompanies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013.

2.2 Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting principles requiresthe management to make estimates and assumptions that affect the reported amounts of assets and liabilities,the disclosure of contingent liabilities on the date of the financial statements and the reported amounts ofrevenue and expenses during the reporting year. Actual results could differ from those estimates. Any revisionto accounting estimates is recognised prospectively in current and future years.

2.3 Revenue recognitionRevenue from sale of goods is recognised on transfer of all significant risks and rewards of ownership in thegoods to the customer.

Revenue from services is recognised on rendering of services to customers.

Interest income is recognised using the time proportion method, based on underlying interest rates.

2.4 Tangible fixed assets and capital work-in-progressFixed assets, including capital work in progress are stated at cost of acquisition or construction less accumulateddepreciation. Cost comprises the purchase price and any directly attributable costs of bringing the asset to itsworking condition for the intended use. Tangible fixed assets under construction are disclosed as Capital work-in-progress.

2.5 Intangible assetsIntangible assets comprising computer software are stated at cost, including taxes, less accumulated amortisation.Computer software is amortised on a straight line basis at the rates prescribed for the computers in scheduleII of Companies Act.

2.6 Borrowing CostFinancing costs relating to borrowed funds attributable to construction or acquisition of qualifying assets forthe period up to the completion of construction or acquisition of such assets are included in the cost of theassets. All borrowing costs are charged to Statement of Profit and Loss.

2.7 ImpairmentThe carrying values of assets are reviewed at each reporting date to determine whether there is any indicationof impairment. If such indication exists, the amount recoverable towards such asset is estimated. An impairmentloss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverableamount. Impairment losses are recognised in the Statement of Profit and Loss. An impairment loss is reversedif there has been a change in the estimates used to determine the recoverable amount. An impairment lossis reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount thatwould have been determined net of depreciation or amortisation, if no impairment loss has been recognised.

2.8 DepreciationDepreciation is calculated on fixed assets on Straight line method in accordance with schedule XIV of theCompanies Act, 1956 prorata from the month in which assets are acquired & put to use and in respect ofdeductions, upto and including the month in which such deductions are made.

64

2.9 InventoriesInventories are valued at the lower of cost and net realisable value. Cost includes all applicable costs incurredin bringing goods to their present location and condition, determined on a first in first out basis.

2.10 Foreign currency transactionsForeign currency transactions are recorded by applying the prevailing exchange rate on transaction date. Allexchange rate differences are dealt with in Profit and Loss Account.

2.11 Provisions and contingenciesA provision is created when there is a present obligation as a result of a past event that entails a probableoutflow of resources and a reliable estimate can be made of the amount of the obligation. Disclosure of acontingent liability is made when there is a possible but not probable obligation or a present obligation thatmay, but probably will not, entail an outflow of resources. When there is an obligation in respect of which thelikelihood of outflow of resources is remote, no provision or disclosure is made.

2.12 TaxationTax expenses for the period, comprising current tax and deferred tax, is included in determining the netprofit/(loss) for the year. The company provides for deferred tax using the net liability method based on thetax effect of timing differences resulting from recognition of items in the financial statement. The deferredtax charge of credit is recognised using the tax rates and tax laws that have been enacted or substantiallyenacted by the balance sheet date.

2.13 Employee benefits(a) Defined-contribution plans

Contributions to the Employees’ Regional Provident Fund, Superannuation Fund, Employees PensionScheme and Employees’ state Insurance are recognised as defined contribution plant and charges asexpenses during the period in which the employees perform the services.

(b) Defined-benefit plansRetirement benefits in the form of gratuity and Leave Encashment are considered as defined benefitplant and determined on actuarial valuation using the Projected Unit Credit Method at the balancesheet date. Actuarial Gains and Losses are recognised immediately in the Profit & Loss Accounts.

(c) Short term employee benefits:Short term benefits are charged off at the undiscounted amount in the year in which the relatedservice is rendered.

2.14 InvestmentsLong term investments are valued at cost. Any decline other than temporary, in the value of long-terminvestments, is adjusted in the carrying value of such investments. Diminution, if any, is determined individuallyfor each long-term investment. Current investments are valued at the lower of cost and fair value of individualscrips.

2.15 Earnings per shareBasic earnings per share are computed by dividing the net profit/(loss) for the year attributable to the equityshareholders with the weighted average number of equity shares outstanding during the year. Diluted earningsper share are computed using the weighted average number of equity and dilutive potential equity sharesoutstanding during the year, except where the results would be anti-dilutive.

2.16 LeasesLease arrangements where the risks and rewards incidental to ownership of an asset substantially vest withthe lessor are classified as operating leases. Lease rents under operating leases are recognized in the Statementof Profit and Loss on a straight line basis over the lease term.

2.17 Events occurring after the balance sheet dateAdjustment to assets and liabilities are made for events occurring after the balance sheet date that provideadditional information materially affecting the determination of the amount of assets and liabilities relating tocondition existing at the balance sheet date.

2.18 During the year a fraud of Rs. 18,23,877 was detacted, conducted by HR Manager. Appropriate action againsthim and FIR in this respect has also been made with jurisdiction police station.

65

NOTE : 3 SHARE CAPITAL

Sr. Particulars As At As AtNo. 31st March, 31st March,

2015 2014

1 AUTHORIZED CAPITAL50,00,000 Equity Shares of Rs. 10/- each 50,000,000 50,000,000

50,000,000 50,000,0002 ISSUED , SUBSCRIBED & FULLY PAID UP CAPITAL

41,20,000 Equity Shares of Rs. 10/- each 41,200,000 41,200,000

Total 41,200,000 41,200,000

NOTE:1 The Company has only one class of shares referred to as equity shares having a par value of Rs. 10. Each holder of equity shares is entitled

to one vote per share.2 The Company has not declares any dividend during the year.

3 Reconcilation of the Number of shares

Particulars 31st March, 31st March,2015 2014

No. of Shares No. of Shares

Outstanding at the beginning of the year 4,120,000 4,120,000Outstanding at the end of the year 4,120,000 4,120,000

4 Shares held by each shareholder holding more than 5% shares

Promoters’ Holding 31st March 2015 31st March 2014

% Holding No. of Shares % Holding No. of Shares

Vijendra Kumar Mittal 10.73 441,984 10.53 433,679Madhu Mittal 11.82 486,936 11.71 482,526Ansh Mittal 8.31 342,342 8.31 342,342

NOTE : 4 RESERVE & SURPLUS


2015 2014

1 General Reserve - -

2 Surplus (Profit & Loss Account) 109,304,295 97,422,076

Balance brought forward from previous year 97,422,076 94,626,171

Add: Profit for the period after Tax as per Profit & Loss Account 11,882,219 2,795,905

Less: Appropriations

Total 109,304,295 97,422,076

Notes to Financial Statements for the year ended 31st March, 2015

66

NOTE : 5 LONG TERM BORROWINGS


2015 2014

1 Term Loan (Secured) - From Banks 31,127,073 40,000,000 - From Other Parties 16,275,548 -

47,402,621 40,000,000Less: Shown in Current Maturities of Long Term Debt 8,239,936 5,800,000 (Sub Total A) 39,162,685 34,200,000(Secured by hypothecation of vehicles)

2 Term Loan (Un Secured) - From Bank 1,407,312 3,863,557 - From Other Parties 4,992,047 6,013,480

6,399,359 9,877,037Less: Shown in Current Maturities of Long Term Debt 5,421,701 3,329,246 (Sub Total B) 977,658 6,547,791

Total 40,140,343 40,747,791

NOTE:

1 Terms of repayment and interest are as follows:-

Loan From No. of Install. Year of As At 31st As At 31stLeft Maturity March, 2015 March, 2014

Bajaj Finance Ltd. 14 2016-17 1,956,427 2,981,144

Tata Capital Ltd. 17 2015-16 317,904 2,908,569

Kotak Mahindra Bank Ltd. 6 2015-16 1,407,312 3,863,557

State Bank of India 24 2020-21 30,933,600 40,000,000

Tata Capital Ltd. 17 2016-17 2,717,716 -

Tata Capital Ltd. 70 2020-21 12,275,548 -

Volkswagon Finance (P) Ltd. 60 2020-21 4,000,000 -

ICICI Bank Ltd. 53 2019-20 193,473 -

53,801,980 49,753,270

Less: Shown in current maturities of Long Term debt 13,661,637 9,129,246

Balance shown as above 40,140,343 40,624,024

NOTE : 6 DEFERRED TAX LAIABILITIES (NET)


2015 2014

Deferred Tax LiabilityDifference between carrying amount of Fixed assets infinancial statement and income tax computation 5,580,905 4,541,248

Deferred Tax AssetLeave Encashment/ Gratuity/ Bonus 2,853,889 2,730,173

Total in 2,727,017 1,811,075

67

NOTE : 7 LONG TERM PROVISIONS


2015 2014

1 Provision for Employee BenefitsGratuity 6,763,548 6,757,448Leave Encashment 1,338,895 1,027,873

Total in 8,102,443 7,785,321

NOTE : 8 SHORT TERM BORROWINGS


2015 2014

From BankCash Credit 99,925,058 92,800,780

Total in 99,925,058 92,800,780

Secured Byi) Hypothecation of Stocks of Raw material, Stocks - In Process & Finished Goods, Plant & Machineryii) Equitable Mortgage of Land, building at Faridabad, Thane, Bangaluru & Pune and pledge of Fixed deposits of Rs. 1.00 Cr.iii) Guaranteed by (5) Directors, Minihyd Hydraulics Ltd., Ganpati Handtex Pvt. Ltd.

NOTE : 9 TRADES PAYABLE


2015 2014

1 Micro & Small Enterprises 9,701,087 9,513,5102 Others 38,114,687 37,571,278

(Includes Rs. 12,14,726/- for Services, Previous Year Rs. 15,15,683/-)

Total 47,815,774 47,084,788

NOTE : 10 OTHER CURRENT LIABILITIES


2015 2014

1 Advance From Customers 11,861,126 11,485,6232 Statutory Liabilities 1,473,717 1,255,9303 Current Maturities of Long Term Debt

From Banks 8,239,936 5,800,000From Others 5,421,701 3,329,246

4 Unpaid Dividend 1,554,843 1,564,343

Total 28,551,322 23,435,141

NOTE : 11 SHORT TERM PROVISIONS


2014 2013

1 Provision for Taxation - -2 Others Provisions 4,775,559 4,575,171

Total 4,775,559 4,575,171

68

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69

NOTE : 13 NON CURRENT INVESTMENT


2015 2014

AT COST1 Advance for Flat at Noida & Fbd 9,239,670 9,063,1642 Plot 235 Sector 58 Fbd 32,204,851 -3 Flat 4111 (Prestige) 2,820,306 -4 Shares (Unqouted) 100,000 100,0005 Shares (Quoted) 1,256,420 1,256,420

Total 45,621,246 10,419,583

NOTE : 14 LONG TERM LOANS AND ADVANCES


2015 2014

(Unsecured - Considered Good unless othewise stated)I) Loan to Subsidry 83,509,189 82,958,483

II) Security Deposita) Government Authorities 120,132 195,628b) Others 2,046,061 2,004,853

III) Earnest Money Deposit 833,122 515,376

IV) Other Loans & Advances - -

Total 86,508,504 85,674,340

NOTE :15 INVENTORIES


2015 2014

1 Raw Material 33,838,630 28,020,168

2 Work-in-Progress 21,506,600 19,865,298

3 Finished Goods - 500

4 Stock-in-Trade 1,589,789 1,559,053

5 Stores & Spares 108,560 98,560

Total 57,043,579 49,543,579

NOTE : 16 TRADE RECIEVABLES


2015 2014

(Unsecured, Considered Good )1 Outstanding for a period exceeding six months from due date 13,756,115 14,024,263

2 Others 53,173,147 59,171,712

Total 66,929,262 73,195,975

70

NOTE : 17 CASH & CASH EQUIVALENT


2015 2014

1 Cash & Cash EquivalntsCash in Hand 659,738 506,592Balance with BanksIn Current Accounts 3,672,410 6,656,607In Dividend Accounts 1,564,343 1,564,343

2 Other bank BalanceTerm Deposits (Margin Money) ^ 8,200,000 8,100,000Term Deposits (Others) Less than 1 year maturity 34,123,528 55,019,676

Total [ 1 + 2 ] 48,220,019 71,847,218

NOTE:^ Fixed deposits under liean marked in favour of the bank for CC limits & bank guarantee which are not available for use of the company

NOTE : 18 SHORT TERMS LOANS AND ADVANCES


2015 2014

(Unsecured, Considered Good)1 Tax Payment (Net of Provisions) 2,446,355 799,0732 Taxes and Duties Recoverable / Adjustable 4,719,680 3,712,6593 Prepaid Expenses 298,537 107,3644 Other Advances 1,530,990 3,337,803

Total 8,995,562 7,956,899

NOTE :19 OTHER CURRENT ASSETS


2015 2014

1 Interest Accrued on Fixed Deposits 473,291 1,307,363

Total 473,291 1,307,363

NOTE: 20 REVENUE FROM OPERATIONS


2015 2014

1 Sales 294,102,777 252,014,9652 Instalation & Erection 4,065,365 2,833,802

Total 298,168,142 254,848,767

71

NOTE: 21 OTHER INCOME


2015 2014

1 Interest on FDR's 3,956,355 5,066,2522 Profit on Sale of Assets (Net) 1,145,364 -3 Dividend (On Current Investments) 20,453 17,6084 Misc. Income 10,478 723,0485 Rental Income 82.200 -

Total 5,214,850 5,806,908

NOTE : 22 CHANGE IN INVENTORIES


2015 2014

1 Opening StockWork in progress 19,865,298 14,830,359Finished Goods 500 32,503Traded Goods 1,559,053 344,293

21,424,851 15,207,1552 Closing Stock

Work in progress 21,506,600 19,865,298Finished Goods - 500Traded Goods 1,589,789 1,559,053

23,096,389 21,424,851(Increase)/ Decrease (1,671,538) (6,217,696)

NOTE : 23 EMPLOYEMENT BENEFIT EXPENSES


2015 2014

(Refer Note No. 39 On Employee Benefits)1 Salary, Wages, Bonus & Leave Encashment 48,904,890 39,179,1512 Gratuity 413,780 815,1683 Contribution to Provident and Other Funds 2,484,528 2,295,1084 Staff Welfare Expenses 1,243,234 1,160,973

Total 53,046,432 43,450,400

72

NOTE : 24 OTHER EXPENSES


2015 2014

1 Stores & Consumables 9,441,594 8,596,012

2 Power & Fuel 3,309,345 2,555,009

3 Processing Charges 2,888,047 3,006,086

4 Rates & Taxes 214,333 321,886

5 Rent 1,508,896 2,648,968

6 Travelling & Conveyance 6,240,156 5,681,355

Repair & Maint7 Plant & Machinery 556,323 589,429

8 Building 729,905 2,026,556

9 Others 531,674 1,579,691

10 Misc. Expenses 5,290,321 5,745,306

11 Communication Exp. 1,200,766 1,355,560

12 Selling Expenses 4,278,271 4,307,545

13 Sales Commission 573,410 809,072

14 Insurance Charges 240,057 245,766

15 Bad Debts 342,224 93,493

16 Freight Outward 1,485,565 1,976,758

17 Directors Sitting Fee 72,000 72,000

18 Auditors Remuneration 400,000 400,000

19 Loss on sale of Fixed Assets - 73,680

Total 39,302,886 42,084,171

SCEDULE :25 FINANCIAL COST


2015 2014

1 Bank Charges 1,611,982 2,120,0802 Interest on Term loan 5,285,839 6,017,7883 Interest on Unsecured loans 1,182,492 -4 Interest on Other loans 12,061,416 11,639,913

Total 20,141,729 19,777,781

73

26 Contigent liability not provided for:-

a) Claims against the company not acknowledged as liabilities in respect of:Particulars 31.3.2015 31.3.2014Sales Tax Matters 823,523 823,523Less: Advance Paid 247,057 247,057

576,466 576,466

b) In respect of Bank Guarantees given by Bank for Rs. 172.89 Lacs (previous year Rs.163.14 Lacs).

27 Auditors Remuneration Year ended Year ended31.3.2015 31.3.2014

Audit fees 300,000 300,000Tax Audit Fees 100,000 100,000

400,000 400,000

28 As required by Accounting Standard (AS 28)"impairment of Assets", the management has carried out the assessment of impairment ofassets and no impairment loss has been recognised during the year other than the assets discarded/ dismantled and written off to Profitand loss account.

29 Information regarding capacity,production,sales & closing stocks :

a) Licensed CapacityThe Central Government has not prescribed the Licensed Capacity of the CompanyInstalled CapacityIt depends on product mix and in view of the varied nature of products, installed capacity can not be specified

b) Production, Purchases, Sales & Stocks

Opening Stock Production/Purchase Sales Closing Stock

ITEMS Qty. Value Qty. Value Qty. Value Qty. ValueNos. Rupees Nos. Rupees Nos. Rupees Nos. Rupees

MANUFACTURED GOODS

lubrication Equipment / 1 500 11448 11449 240292658 0 0

Hand Pump

(Previous Year) (6) (32503) (9677) (9682) (180407437) (1) (500)

Accessories & Other Goods 0 0 ----- ----- 53810119 ----- -----

(Previous Year) ( ---- ) ( ---- ) ( ---- ) ( ---- ) (71607528) ( ---- ) ( ---- )

TRADED GOODS

PPR 0 0 0 0 0 0 0 0

(Previous Year) 0 0 0 0 0 0 0 0

SCRIPS 130595 549249 0 0 0 0 130595 579985

(Previous Year) (130595) (344293) 0 0 0 0 (130595) (549249)

30 Raw Material Consumed during the year were as follows:-

31.03.2015 31.03.2014

QTY.(NO.) VALUE(Rs.) QTY.(NO.) VALUE(Rs.)

MOTORS 10696 18,801,449 10696 19,221,348MISCELLANEOUS ITEMS NA 152,092,091 NA 133,690,651

170,893,540 152,911,999

74

31 The value of imported & indigenous Raw Materials,Components,Stores & Spares consumed is as follows : -

31.03.2015 31.03.2014Percentage VALUE Percentage VALUE

% Rupees % Rupees

a) Raw Materials & ComponentsI) Imported 2.97 5,078,066 4.66 7,121,053ii) Indigenous 97.03 165,815,474 95.34 145,790,946

100.00 170,893,540 100.00 152,911,999b) Stores and SparesI) Imported 0.00 - 0.00 -I) Indigenous 100.00 9,441,594 100.00 8,596,012

100.00 9,441,594 100.00 8,596,012

32 CIF Value of imports31.03.2015 31.03.2014

VALUE VALUERupees Rupees

Raw Material & Components 4,696,348 6,480,209

4,696,348 6,480,209

33 Earning in Foreign Currency : -31.03.2015 31.03.2014

VALUE VALUERupees Rupees

FOB value of Exports(including exchange rate fluctuationLOSS Rs. 45,705/- Pr. Year Rs. 13,788/-) 19,528,258 4,081,685

19,528,258 4,081,685

34 Previous year figures have been regrouped/rearranged wherever considered necessary.

35 Balance Confirmations:Sundry Debtors, Loans & Advances and Creditors balances are subject to confirmation, reconciliation and consequent adjustment, ifany.

36 Segment ReportingThe Company's operating business is organised and managed according to a single primary reportable business segment namely 'Lubricationsystems ''. Accordingly, information relating to segmental reporting as per Accounting Standard-17 is not required to be furnished.

75

NOTE :-1. Related party relationship is as identified and certified by the Management.2. No amount has been provided as doubtful debts, written off or written back in the year in respect of debts due to above related

parties.

37 Related Party Disclosures:Related party disclosures as required by AS-18 '' Related Party Disclosures " are given below:-

1. Relationship(i) Subsidiaries Ganpati Handtex Pvt. Ltd. (Since 14/09/2011)

(ii) Joint Venture/Joint Control & Associates NIL

(iii) Key management personnel :-

a.) Mr. V.K.MITTAL - Managing Director

b.) Mr. V.K.GUPTA - Whole Time Director

c.) Mr. AMAN MITTAL - Whole Time Director

d.) Mrs. MADHU MITTAL - Whole Time Director

e.) Mr. ANSH MITTAL - Whole Time Director

Relatives of key management personnel ( With whom transactions have taken place) :- Swati Mittal

(iv) Other related parties :-Minihyd Hydraulics Ltd Shree Ganpati Boxmaker Pvt. Ltd.

2. The following transactions were carried out with related parties in the ordinary course of business:-(Rs. In Lacs)

Purchase of GoodsMinihyd Hydraulics Ltd. 198.77 - 198.77Purchase of MachineGanpati Handtex Pvt. Ltd. 7.38 7.38Printing & StationaryShree Ganpati Boxmaker Pvt. Ltd 8.99 8.99

Salary -- Mr. V.K.MITTAL 30.00 -- Mrs. MADHU MITTAL 8.40 -- Mr. V.K.GUPTA 8.40 -- Mr. AMAN MITTAL 12.00 -- Mr. ANSH MITTAL 12.00 -- Mrs. SWATI MITTAL 4.80 75.60

Contribution to PF -- Mr. V.K.MITTAL 3.60 -- Mrs. MADHU MITTAL 0.67 -- Mr. V.K.GUPTA 0.67 -- Mr. AMAN MITTAL 1.44 -- Mr. ANSH MITTAL 0.94 -- Mrs. SWATI MITTAL 0.43 7.75

BALANCES AS AT 31.03.15CreditorsMinihyd Hydraulics Ltd. 65.68Shree Ganpati Boxmaker Pvt. Ltd. - - 0.48 66.16AdvancesGanpati Handtex Pvt. Ltd. 835.09 835.09

SUBSIDARY TOTALParticulars Key ManagementPersonnel

Relative ofKey Mgmt.Personnel

Others

76

38. Earning per share (EPS)

Earning per share has been computed as follows:- (Value in Rupees)

Year ended Year ended31.03.15 31.03.14

Net Profit/(Loss) attributable to Shareholders 11,882,219 2,795,905

Effect of Dilutive Securities - -

Diluted income available to Equity Shareholders 11,882,219 2,795,905

Weighted average shares outstanding 4,120,000 4,120,000

Effect of Dilutive Securities - -

Diluted weighted avaerage shares outstanding 4,120,000 4,120,000

Nominal value of Equity shares 10 10

Basic earnings per share 2.88 0.68

Diluted earnings per share 2.88 0.68

39. Employee Benefits

Provision for Gratuity & Leave encashment has been made by management's own calculation & not by Actuary valuation which is requiredas per Accounting Standard No. 15.

40. No Interest has been paid/ provided on credit from Micro, Small & Medium enterprises as no amount was overdue at any time.

41. Depreciation has been provided as per Scheduoe XIV of the Compnies Act, 1956. As per the management depreciation as per ScheduleII of the Companies Act, 2013 will be provided from the FY 2015-16 onwards.

For and on Behalf of For and on behalf of the Board


CA SATISH SINGLA VIRENDRA KUMAR GUPTA(Proprietor) DIRECTORMembership No.: 080836Firm Reg. No.: 000882N

MADHU MITTALPlace : Faridabad DIRECTORDate : 28-05-2015

77

INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To the Members of Cenlub Industries Limited

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Cenlub Industries Limited ('the Company'), and its

subsidiary (the company and its subsidiary constitutes "the group"), which comprise the consolidated Balance Sheet as atMarch 31, 2015, Statement of Profit & Loss and the consolidated Cash Flow Statement for the year then ended, and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the preparation of these financial statements in terms of the requirementsof the Companies Act, 2013 ("the Act") that give a true and fair view of the consolidated financial position, consolidatedfinancial performance and consolidated cash flows of the Group in accordance with the accounting principles generally

accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. The respective Board of Directors of the Company and its subsidiary are responsible formaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the

Company and its subsidiary and for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of these financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used forthe purpose of preparation of these consolidated financial statements by the Board of Directors of the Company.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required

to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal financial control relevant to the Company's preparation of the consolidated financial statementsthat give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over

78

financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors,

as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated

financial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as atMarch 31, 2015, and the consolidated profit and its consolidated cash flows for the year ended on that date.

Other Matter

We did not audit the financial statement of subsidiary whose financial statements reflect total assets of Rs. 837.45 Lakhs asat March 31, 2015, total revenue 0.11 Laks and cash inflows amounting to Rs. 1.54 Lakh for the year ended on that date,as considered in the consolidated financial statements. These financial statements have been audited by other auditors

whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, inso far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiary is based solely on the reports

of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory requirements below, is

not modified in respect of the above matter with respect to our reliance on the work done and the reports of the otherauditors and the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government in terms

of Section 143(11) of the Act, no consolidated report can be prepared and given as there is no such report issued bythe auditor's of the subsidiary company (stated not being applicable). Report on standalone results has been given.

2. As required by Section 143(3) of the Act, we report that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit of the consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the consolidated financialstatements have been kept so far as it appears from our examination of those books and the reports of theother auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated CashFlow Statement dealt with by this Report are in agreement with the relevant books of account maintained forthe purpose of preparation of the consolidated financial statements.

(d) In our opinion, the consolidated financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

79

(e) On the basis of the written representations received from the Directors of the Company as on March 31, 2015,

taken on record by the Board of Directors of the Company and the reports of the auditors of its subsidiarycompanies incorporated in India, none of the Directors of the Company and its subsidiaries, incorporated in Indiais disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f ) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of theCompanies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:

i) The Group has disclosed the impact of pending litigations on its financial position in its financial statementsas of March 31, 2015;

ii) The Group has no long term contracts, as required under the applicable law or accounting standards, and

hence there is no material foreseeable losses on long term contracts;iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education

and Protection Fund by the Company and its subsidiary company incorporated in India.

For SATISH SINGLA & CO.Firm Regn: No. 000882N(Chartered Accountants)

PLACE: FARIDABAD (CA. SATISH SINGLA)DATE: 28.05.2015 M.NO: 80836

80

EQUITY AND LIABILITIESShareholder's Funds(a) Share Capital 3 41,200,000 41,200,000(b) Reserves and Surplus 4 108,997,177 97,143,260

Non-Current Liabilities(a) Long-Term Borrowings 5 40,140,343 40,747,791(b) Deferred Tax Liabilities (Net) 6 2,727,017 1,811,074(c) Long Term Provisions 7 8,102,443 7,785,321

Current Liabilities(a) Short-Term Borrowings 8 99,925,058 92,800,780(b) Trade Payables 9 48,241,290 47,514,799(c) Other Current Liabilities 10 28,551,322 23,435,141(d) Short-Term Provisions 11 4,792,825 4,669,641

Total Equity & Liabilities 382,677,476 357,107,807ASSETSNon-Current Assets(a) Fixed Assets

Tangible Assets 12 150,673,224 138,521,046Intangible Assets 12 994,189 809,348Capital Work in Progress - -

151,667,413 139,330,394(b) Non-current investments 13 45,521,246 10,319,583(c) Long term loans and advances 14 3,411,519 3,128,061

Current Assets(a) Current investments(b) Inventories 15 57,043,579 49,543,579(c) Trade receivables 16 66,946,930 73,195,975(d) Cash and cash equivalents 17 48,434,003 71,907,216(e) Short-term loans and advances 18 9,179,495 8,375,637(f) Other current assets 19 473,291 1,307,363

Total Assets 382,677,476 357,107,807

Significan Accounting Policies 2 0 0

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015



FOR SATISH SINGLA & COCHARTERED ACCOUNTANTS VIJENDRA KUMAR MITTAL

MANAGING DIRECTOR(CA. SATISH SINGLA)ProprietorMembership No. : 080836 VIRENDRA KUMAR GUPTAFirm Reg. No.: 000882N DIRECTORPlace : Faridabad DATED: 28/05/2015 MADHU MITTAL

DIRECTOR

As At31st March,

2014Particulars Note

As At31st March,

2015

81

INCOMERevenue from operations 20 298,168,142 254,854,917Other Income 21 5,226,030 5,834,701

Total Revenue(I) 303,394,171 260,689,617

EXPENSESCost of materials consumed 170,893,540 153,006,571Purchase of Stock-in-Trade - -Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 22 (1,671,538) (5,002,318)Employee Benefit Expense 23 53,046,432 43,450,400Other Expenses 24 39,342,368 41,291,842

Total Expenses (II) 261,610,802 232,746,495

Profit before Interest, Depreciation & Tax (I - II) 41,783,369 27,943,121

Financial Costs 25 20,141,729 19,777,781Depreciation and Amortization Expense 4,047,232 4,047,932Profit before Exceptional Items and tax 17,594,409 4,117,408

Extraordinary Items - -Profit before tax 17,594,409 4,117,408

Tax expense:Current tax 4,800,000 907,266Income Tax Earlier Years 24,549 25,149Deferred tax 915,942 355,806

Profit/(Loss) for the period 11,853,917 2,829,186

Earning per equity share: (1) Basic 2.88 0.69 (2) Diluted 2.88 0.69

CONSOLIDATED PROFIT & LOSS STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2015

Particulars NoteAs At

31st March,2015

As At31st March,

2014





DIRECTOR

82

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2015

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax & Extraordinary Items 17,594,409 4,117,408Adjustment For :Depreciation And Amortisation Expenses 4,047,232 4,047,932Finance Costs 20,141,729 19,777,781(Profit)/Loss On Sale Of Assets (1,145,364) 73,680Interest/Dividens Received (3,987,988) (5,083,860)

Operating Profit Before Working Capital Changes 36,650,017 22,932,941(Increase)/Decrease In trade & Other Receivables 7,083,117 8,289,693(Increase)/Decrease In Inventories (7,500,000) (20,464,580)Increase/(Decrease) In Liabilities & Provisions 6,282,979 17,939,563Cash Generated From Operations 42,516,113 28,697,617Direct Taxes (Net) (4,824,549) (932,415)Net Cash From/ (Used In) Operating Activities 37,691,564 27,765,202

B CASH FLOW FROM INVESTING ACTIVITIESPurchase Of Fixed Assets (18,375,487) (9,467,303)Sale Of Fixed Assets 3,136,600 87,000Movement In Loan (1,087,316) (2,875,326)Purchase Of Investments (35,201,663) (2,152,194)Interest Received 3,967,535 5,066,252Dividend Received 20,453 17,608Net Cash Used In Investing Activities (47,539,878) (9,323,963)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds From Borrowings 25,718,557 60,257,079Repayment Of Borrowings (19,201,729) (44,254,788)Finance Costs Paid (20,141,729) (19,777,781)Dividend Paid (Including Dividend Tax) - -Net Cash From Financing Activities (13,624,900) (3,775,490)Net Increase/(Decrease) In Cash And Cash Equivlents (23,473,214) 14,665,749

Cash And Cash Equivlents As At The Beginning Of The Year 71,907,216 57,241,467Cash And Cash Equivlents As At The End Of The Year 48,434,002 71,907,216

NOTES :Cash And Cash Equivlents Include :- Cash,Cheques In Hand And Remittances In Transit 678,223 529,577- Balances With Banks 47,755,780 71,377,639




DIRECTOR

ParticularsAs At

31st March,2015

As At31st March,

2014

83

Notes to Consolidated financial statements for the year ended 31 March 2015

1. Principles of Consolidation

The consolidated statements financial information is prepared in accordance with the principles and procedures prescribedby Accounting standard 21 - "Consolidated financial statements" ('AS 21') prescribed by the Companies (accountingStandards) Rules, 2006, for the purposes of preparation and presentation of consolidated financial statements.

The financial statements of the Company and its subsidiary have been combined on a line-by-line basis by addingtogether the book values of like items of assets, liabilities, income & expense after eliminating intra-group balances andtransactions resulting in un-realised profits in full. Unrealised losses resulting from intra-group transactions have also beeneliminated unless cost cannot be recovered in full. The amounts shown in respect of accumulated reserves comprisethe amount of relevant reserves as per the balance sheet of the company and its share in the past acquisition reservesof its subsidiary. Goodwill arising on consolidation represents the excess of cost of investments to the Company over theCompany's portion of equity of the respective subsidiary, at the date on which investment in the subsidiary is made.The losses applicable to minority that exceeds the minority interest in the equity of subsidiary have been adjusted in themajority interest.

These consolidated financial statements relate to Cenlub Industries Limited, the parent company and its subsidiary(hereinafter collectively referred as "the group"), which are as follows:

Name of Company % Holding Country of Incorporation

Ganpati Handtex Pvt. Ltd. 100% India

2. Significant Accounting Policies

2.1 Basis of preparation of financial statementsThe financial statements are prepared on accrual basis under the historical cost convention, modified to includerevaluation of certain assets, in accordance with applicable Accounting Standards (AS) specified in the Companies(Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013.

2.2 Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires themanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities, thedisclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenueand expenses during the reporting year. Actual results could differ from those estimates. Any revision toaccounting estimates is recognised prospectively in current and future years.

2.3 Revenue recognitionRevenue from sale of goods is recognised on transfer of all significant risks and rewards of ownership in thegoods to the customer.

Revenue from services is recognised on rendering of services to customers.

Interest income is recognised using the time proportion method, based on underlying interest rates.

2.4 Tangible fixed assets and capital work-in-progressFixed assets, including capital work in progress are stated at cost of acquisition or construction less accumulateddepreciation. Cost comprises the purchase price and any directly attributable costs of bringing the asset to itsworking condition for the intended use. Tangible fixed assets under construction are disclosed as Capital work-in-progress.

84

2.5 Intangible assetsIntangible assets comprising computer software are stated at cost, including taxes, less accumulated amortisation.Computer software is amortised on a straight line basis at the rates prescribed for the computers in schedule IIof Companies Act.

2.6 Borrowing CostFinancing costs relating to borrowed funds attributable to construction or acquisition of qualifying assets for theperiod up to the completion of construction or acquisition of such assets are included in the cost of the assets.All borrowing costs are charged to Statement of Profit and Loss.

2.7 ImpairmentThe carrying values of assets are reviewed at each reporting date to determine whether there is any indicationof impairment. If such indication exists, the amount recoverable towards such asset is estimated. An impairmentloss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverableamount. Impairment losses are recognised in the Statement of Profit and Loss. An impairment loss is reversedif there has been a change in the estimates used to determine the recoverable amount. An impairment loss isreversed only to the extent that the asset's carrying amount does not exceed the carrying amount that wouldhave been determined net of depreciation or amortisation, if no impairment loss has been recognised.

2.8 DepreciationDepreciation is calculated on fixed assets on Straight line method in accordance with schedule XIV of theCompanies Act, 1956 prorata from the month in which assets are acquired & put to use and in respect ofdeductions, upto and including the month in which such deductions are made.

2.9 InventoriesInventories are valued at the lower of cost and net realisable value. Cost includes all applicable costs incurred inbringing goods to their present location and condition, determined on a first in first out basis.

2.10 Foreign currency transactionsForeign currency transactions are recorded by applying the prevailing exchange rate on transaction date. Allexchange rate differences are dealt with in Profit and Loss Account.

2.11 Provisions and contingenciesA provision is created when there is a present obligation as a result of a past event that entails a probableoutflow of resources and a reliable estimate can be made of the amount of the obligation. Disclosure of acontingent liability is made when there is a possible but not probable obligation or a present obligation that may,but probably will not, entail an outflow of resources. When there is an obligation in respect of which thelikelihood of outflow of resources is remote, no provision or disclosure is made.

2.12 TaxationTax expenses for the period, comprising current tax and deferred tax, is included in determining the net profit/(loss) for the year. The company provides for deferred tax using the net liability method based on the tax effectof timing differences resulting from recognition of items in the financial statement. The deferred tax charge ofcredit is recognised using the tax rates and tax laws that have been enacted or substantially enacted by thebalance sheet date.

2.13 Employee benefits(a) Defined-contribution plans

Contributions to the Employees' Regional Provident Fund, Superannuation Fund, Employees PensionScheme and Employees' state Insurance are recognised as defined contribution plant and charges asexpenses during the period in which the employees perform the services.

(b) Defined-benefit plansRetirement benefits in the form of gratuity and Leave Encashment are considered as defined benefitplant and determined on actuarial valuation using the Projected Unit Credit Method at the balance sheetdate. Actuarial Gains and Losses are recognised immediately in the Profit & Loss Accounts.

85

(c) Short term employee benefits:Short term benefits are charged off at the undiscounted amount in the year in which the related serviceis rendered.

2.14 InvestmentsLong term investments are valued at cost. Any decline other than temporary, in the value of long-term investments,is adjusted in the carrying value of such investments. Diminution, if any, is determined individually for each long-term investment. Current investments are valued at the lower of cost and fair value of individual scrips.

2.15 Earnings per shareBasic earnings per share are computed by dividing the net profit/(loss) for the year attributable to the equityshareholders with the weighted average number of equity shares outstanding during the year. Diluted earningsper share are computed using the weighted average number of equity and dilutive potential equity sharesoutstanding during the year, except where the results would be anti-dilutive.

2.16 LeasesLease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with thelessor are classified as operating leases. Lease rents under operating leases are recognized in the Statement ofProfit and Loss on a straight line basis over the lease term.

2.17 Events occurring after the balance sheet dateAdjustment to assets and liabilities are made for events occurring after the balance sheet date that provideadditional information materially affecting the determination of the amount of assets and liabilities relating tocondition existing at the balance sheet date.

86

NOTE : 3 SHARE CAPITAL


2015 2014

1 AUTHORIZED CAPITAL50,00,000 Equity Shares of Rs. 10/- each 50,000,000 50,000,000

50,000,000 50,000,0002 ISSUED , SUBSCRIBED & FULLY PAID UP CAPITAL

41,20,000 Equity Shares of Rs. 10/- each 41,200,000 41,200,000

Total 41,200,000 41,200,000

NOTE:1 The Company has only one class of shares referred to as equity shares having a par value of Rs. 10. Each holder of equity shares is entitled

to one vote per share.2 The Company has not declares any dividend during the year.

3 Reconcilation of the Number of shares

Sr. Particulars 31st March, 31st March,No. 2015 2014

No. of Shares No. of Shares

Outstanding at the beginning of the year 4,120,000 4,120,000Outstanding at the end of the year 4,120,000 4,120,000

4 Shares held by each shareholder holding more than 5% shares

Promoters’ Holding 31st March 2015 31st March 2014

% Holding No. of Shares % Holding No. of Shares

Vijendra Kumar Mittal 10.73 441,984 10.53 433,679Madhu Mittal 11.82 486,936 11.71 482,526Ansh Mittal 8.31 342,342 8.31 342,342

NOTE : 4 RESERVE & SURPLUS


2015 2014

1 General Reserve - -

2 Surplus (Profit & Loss Account) 108,997,177 97,143,260Balance brought forward from previous year 97,143,260 94,314,074Add: Profit for the period after Tax as per Profit & Loss Account 11,853,917 2,829,186Less: Appropriations

Total 108,997,177 97,143,260

Notes to Consolidated Financial Statements for the year ended 31st March, 2015

87

NOTE : 5 LONG TERM BORROWINGS


2015 2014

1 Term Loan (Secured) - From Banks 31,127,073 40,000,000 - From Other Parties 16,275,548 -

47,402,621 40,000,000Less: Shown in Current Maturities of Long Term Debt 8,239,936 5,800,000(Sub Total A) 39,162,685 34,200,000(Secured by hypothecation of vehicles)

2 Term Loan (Un Secured) - From Bank 1,407,312 3,863,557 - From Other Parties 4,992,047 6,013,480

6,399,359 9,877,037Less: Shown in Current Maturities of Long Term Debt 5,421,701 3,329,246(Sub Total B) 977,658 6,547,791

Total 40,140,343 40,747,791

NOTE:

1 Terms of repayment and interest are as follows:-

Loan From No. of Install. Year of As At 31st As At 31stLeft Maturity March, 2015 March, 2014

Bajaj Finance Ltd. 14 2016-17 1,956,427 2,981,144Tata Capital Ltd. 17 2015-16 317,904 2,908,569Kotak Mahindra Bank Ltd. 6 2015-16 1,407,312 3,863,557State Bank of India 24 2020-21 30,933,600 40,000,000Tata Capital Ltd. 17 2016-17 2,717,716 -Tata Capital Ltd. 70 2020-21 12,275,548 -Volkswagon Finance (P) Ltd 60 2020-21 4,000,000 -ICICI Bank Ltd. 53 2019-20 193,473 -

53,801,980 49,753,270Less: Shown in current maturities of Long Term debt 13,661,637 9,129,246Balance shown as above 40,140,343 40,624,024

NOTE : 6 DEFERRED TAX LAIABILITIES (NET)


2015 2014

Deferred Tax LiabilityDifference between carrying amount of Fixed assets infinancial statement and income tax computation 5,580,905 4,541,248

Deferred Tax AssetLeave Encashment/ Gratuity/ Bonus 2,853,889 2,730,173

Total in 2,727,017 1,811,075

88

NOTE : 7 LONG TERM PROVISIONS


2015 2014

1 Provision for Employee BenefitsGratuity 6,763,548 6,757,448Leave Encashment 1,338,895 1,027,873

Total in 8,102,443 7,785,321

NOTE : 8 SHORT TERM BORROWINGS


2015 2014

From BankCash Credit 99,925,058 92,800,780

Total in 99,925,058 92,800,780

Secured Byi) Hypothecation of Stocks of Raw material, Stocks - In Process & Finished Goods, Plant & Machineryii) Equitable Mortgage of Land, building at Faridabad, Thane, Bengaluru & Pune and pledge of Fixed deposits of Rs. 1.00 Cr.iii) Guaranteed by (5) Directors, Minihyd Hydraulics Pvt. Ltd., Ganpati Handtex Pvt. Ltd.

NOTE : 9 TRADES PAYABLE


2015 2014

1 Micro & Small Enterprises 9,701,087 9,513,5102 Others 38,540,203 38,001,289

(Includes Rs. 12,14,726/- for Services, Previous Year Rs. 15,15,683/-)

Total 48,241,290 47,514,799

NOTE : 10 OTHER CURRENT LIABILITIES


2015 2014

1 Advance From Customers 11,861,126 11,485,6232 Statutory Liabilities 1,473,717 1,255,9303 Current Maturities of Long Term Debt

From Banks 8,239,936 5,800,000From Others 5,421,701 3,329,246

4 Unpaid Dividend 1,554,843 1,564,343

Total 28,551,322 23,435,141

NOTE : 11 SHORT TERM PROVISIONS


2015 2014

1 Provision for Taxation 7,266 7,2662 Others Provisions 4,785,559 4,662,375

Total 4,792,825 4,669,641

89

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NOTE : 13 NON CURRENT INVESTMENT


2015 2014

AT COST1 Advance for Flat at Noida & Fbd 9,239,670 9,063,1642 Plot 235 Sector-58 FBD 32,204,851 -3 Flate 4111 (Prestige) 2,820,306 -4 Shares (Unqouted) 0 -5 Shares (Quoted) 1,256,420 1,256,420

Total 45,521,246 10,319,583

NOTE : 14 LONG TERM LOANS AND ADVANCES


2015 2014

(Unsecured - Considered Good unless othewise stated)I) Loan to Subsidry 0 -

II) Security Deposita) Government Authorities 120,132 195,628b) Others 2,458,265 2,417,057

III) Earnest Money Deposit 833,122 515,376

IV) Other Loans & Advances - -

Total 3,411,519 3,128,061

NOTE : 15 INVENTORIES


2015 2014

1 Raw Material 33,838,630 28,020,1682 Work-in-Progress 21,506,600 19,865,2983 Finished Goods - 5004 Stock-in-Trade 1,589,789 1,559,0535 Stores & Spares 108,560 98,560

Total 57,043,579 49,543,579

NOTE : 16 TRADE RECIEVABLES


2015 2014

(Unsecured, Considered Good )1 Outstanding for a period exceeding six months from due date 13,756,115 14,024,263

2 Others 53,190,815 59,171,712

Total 66,946,930 73,195,975

91

NOTE : 17 CASH & CASH EQUIVALENT


2015 2014

1 Cash & Cash EquivalntsCash on Hand 678,223 529,577Balance with BanksIn Current Accounts 3,867,909 6,693,620In Dividend Accounts 1,564,343 1,564,343

2 Other bank BalanceTerm Deposits (Margin Money) ^ 8,200,000 8,100,000Term Deposits (Others) Less than 1 year maturity 34,123,528 55,019,676

Total [ 1 + 2 ] 48,434,003 71,907,216

NOTE:^ Fixed deposits under liean marked in favour of the bank for CC limits & bank guarantee which are not available for use for the company

NOTE :18 SHORT TERMS LOANS AND ADVANCES


2015 2014

(Unsecured, Considered Good)1 Tax Payment (Net of Provisions) 2,467,809 1,007,9162 Taxes and Duties Recoverable / Adjustable 4,882,159 3,922,5543 Prepaid Expenses 298,537 107,3644 Other Advances 1,530,990 3,337,803

Total 9,179,495 8,375,637

NOTE :19 OTHER CURRENT ASSETS


2015 2014

2 Interest Accrued on Fixed Deposits 473,291 1,307,363

Total 473,291 1,307,363

NOTE: 20 REVENUE FROM OPERATIONS


2015 2014

1 Sales 294,102,777 252,021,1152 Instalation & Erection 4,065,365 2,833,802

Total 298,168,142 254,854,917

NOTE: 21 OTHER INCOME


2015 2014

1 Interest Received 3,967,535 5,066,2522 Profit on Sale of Assets (Net) 1,145,364 -3 Dividend (On Current Investments) 20,453 17,6084 Misc. Income 10,478 750,8415 Rental Income 82,200 -

Total 5,226,030 5,834,701

92

NOTE : 22 CHANGE IN INVENTORIES


2015 2014

1 Opening StockWork in progress 19,865,298 14,830,359Finished Goods 500 32,503Traded Goods 1,559,053 1,559,671

21,424,851 16,422,5332 Closing Stock

Work in progress 21,506,600 19,865,298Finished Goods - 500Traded Goods 1,589,789 1,559,053

23,096,389 21,424,851(Increase)/ Decrease (1,671,538) (5,002,318)

NOTE : 23 EMPLOYEMENT BENEFIT EXPENSES


2015 2014

(Refer Note No. 35 On Employee Benefits)1 Salary, Wages, Bonus & Leave Encashment 48,904,890 39,179,1512 Gratuity 413,780 815,1683 Contribution to Provident and Other Funds 2,484,528 2,295,1084 Staff Welfare Expenses 1,243,234 1,160,973

Total 53,046,432 43,450,400

NOTE : 24 OTHER EXPENSES


2015 2014

1 Stores & Consumables 9,441,594 8,596,0122 Power & Fuel 3,309,345 2,555,0093 Processing Charges 2,888,047 3,006,0864 Rates & Taxes 215,561 383,6355 Rent 1,508,896 1,748,9686 Travelling & Conveyance 6,240,156 5,681,355

Repair & Maint7 Plant & Machinery 556,323 589,4298 Building 729,905 2,026,5569 Others 531,674 1,579,69110 Misc. Expenses 5,318,575 5,763,13811 Communication Exp. 1,200,766 1,355,56012 Selling Expenses 4,278,271 4,307,54513 Sales Commission 573,410 809,07214 Insurance Charges 240,057 245,76615 Bad Debts 342,224 93,49316 Freight Outward 1,485,565 1,976,75817 Directors Sitting Fee 72,000 72,00018 Auditors Remuneration 410,000 428,09019 Loss on sale of Assets - 73,680

Total 39,342,368 41,291,842

93

26 Contigent liability not provided for:-

a) Claims against the company not acknowledged as liabilities in respect of:

Particulars 31.3.2015 31.3.2014

Sales Tax Matters 823,523 823,523Less: Advance Paid 247,057 247,057

576,466 576,466

a) In respect of Bank Guarantees given by Bank for Rs. 172.89 Lacs (previous year Rs.163.14 Lacs).

27 Auditors Remuneration 31.3.2015 31.3.2014Audit fees 310,000 322,472Tax Audit Fees 100,000 105,618

410,000 428,090

28 As required by Accounting Standard (AS 28)"impairment of Assets", the management has carried out the assessment of impairment ofassets and no impairment loss has been recognised during the year other than the assets discarded/ dismantled and written off to Profitand loss account

29 Expenditure in foreign currency :- Nil

30 Previous year figures have been regrouped/rearranged wherever considered necessary.

31 Balance Confirmations:Sundry Debtors, Loans & Advances and Creditors balances are subject to confirmation, reconciliation and consequent adjustment, if any

32 Segment ReportingThe Company's operating business is organised and managed according to a single primary reportable business segment namely 'Lubricationsystems ''. Accordingly, information relating to segmental reporting as per Accounting Standard-17 is not required to be furnished.

33 Related Party Disclosures:Related party disclosures as required by AS-18 '' Related Party Disclosures " are given below:-

1. Relationship (i) Subsidiaries Ganpati Handtex Pvt. Ltd. (Since 14/09/2011) (ii) Joint Venture/Joint Control & Associates NIL (iii) Key management personnel :-

a.) Mr. V.K.MITTAL - Managing Directorb.) Mr. V.K.GUPTA - Whole Time Directorc.) Mr. AMAN MITTAL - Whole Time Directord.) Mrs. MADHU MITTAL - Whole Time Directore.) Mr. ANSH MITTAL - Whole Time Director

Relatives of key management personnel (With whom transactions have taken place) :- Swati Mittal (iv) Other related parties :- Minihyd Hydraulics Ltd Shree Ganpati Boxmaker Pvt. Ltd.

SCEDULE :25 FINANCIAL COST


2015 2014

1 Bank Charges 1,611,982 2,120,0802 Interest on Term loan 5,285,839 6,017,7883 Interest on unsecured loans 1,182,4924 Interest on Other loans 12,061,416 11,639,913

Total 20,141,729 19,777,781

94

2. The following transactions were carried out with related parties in the ordinary course of business:- (Rs. In Lacs)

Purchase of goods

Minihyd Hydraulics Ltd. ---- ---- 198.77 - 198.77

Printing & Stationery

Shree Ganpati Boxmaker Pvt. Ltd. 8.99 8.99

Salary

-- Mr. V.K.MITTAL 30.00

-- Mrs. MADHU MITTAL 8.40 ---- ---

-- Mr. V.K.GUPTA 8.40

-- Mr. AMAN MITTAL 12.00

-- Mr. ANSH MITTAL 12.00 -

-- Mrs. SWATI MITTAL 4.80 75.60

Contribution to PF

-- Mr. V.K.MITTAL 3.60

-- Mrs. MADHU MITTAL 0.67 ---- ----

-- Mr. V.K.GUPTA 0.67

-- Mr. AMAN MITTAL 1.44

-- Mr. ANSH MITTAL 0.94

-- Mr. SWATI MITTAL 0.43 7.75

BALANCES AS AT 31.03.15

Creditors

Minihyd Hydraulics Ltd. ---- ---- 65.68

Shree Ganpati Boxmaker Pvt. Ltd. 0.48 66.16

NOTE :-

1. Related party relationship is as identified and certified by the Management.

2. No amount has been provided as doubtful debts,written off or written back in the year in respect of debts due to

above related parties.

PARTICULARS KEY MANAGEMENTPERSONNEL

RELATIVES OFKEY MGMT.PERSONNEL

OTHERS TOTAL

95

For and on behalf of For and on behalf of the Board

For Satish Singla & Co. V .K.MITTAL(Chartered Accountants) MANAGING DIRECTOR

CA. SATISH SINGLA V.K.GUPTA(Proprietor) DIRECTORMembership No. 080836Regn. No. 000882N

Place: Faridabad MADHU MITTALDate : 28.05.2015 DIRECTOR

34. Earning per share (EPS)

Earning per share has been computed as follows:- (Value in Rupees)

Year ended Year ended31.03.15 31.03.14

Net Profit/(Loss) attributable to Shareholders 11,853,917 2,829,186Effect of Dilutive Securities - -Diluted income available to Equity Shareholders 11,853,917 2,829,186

Weighted average shares outstanding 4,120,000 4,120,000Effect of Dilutive Securities - -Diluted weighted avaerage shares outstanding 4,120,000 4,120,000

Nominal value of Equity shares 10 10Basic earnings per share 2.88 0.69Diluted earnings per share 2.88 0.69

35 Employee BenefitsProvision for Gratuity & Leave encashment has been made by management's own calculation & not by Actuary valuation which is requiredas per Accounting Standard No. 15.

36 No Interest has been paid/ provided on credit from Micro, Smal & Medium enterprises as no amount was overdue at any time.

37 Depreciation has been provided as per Schedule XIV of the Companies Act, 1956. As per the management depreciation as per ScheduleII of the Companies Act, 2013 will be provided from the FY 2015-16 onwards.

97

Form No. SH-13

Nomination Form

[Pursuant to section 72 of the Companies Ac, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014]

To,Cenlub Industries LimitedPlot No-233-234 Sector-58Ballabgarh Faridabad-121004Haryana

I/We __________________________________________________________the holder(s) of the securities particulars of which are given

hereunder wish to make nomination and do hereby nominate the following persons in whom shall vest, all rights in respect of such securities in

the event of my/our death.

1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Name of securities Folio. No No. of securities Certificate No. Distinctive No.

2) PARTICULARS OF NOMINEE/S-

a) Name:

b) Date of Birth:

c) Father's/Mother's/Spouse's name

d) Occupation:

e) Nationality:

f) Address:

g) E-mail id:

h) Relationship with the security holder:

3) IN CASE NOMINEE IS A MINOR

a) Date of Birth:

b) Date of attaining majority:

c) Name of guardian:

d) Address of guardian:

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4) PARTICULARS OF NOMINEE IN CASE MINOR NOMIEE DIES BEFORE ATTAININ AGE OF MAJORITY

a) Name :

b) Date of Birth:

c) Father's/Mother's/Spouse's name;

d) Occupation:

e) Nationality:

f) Address:

g) E-mail id:

h) Relationship with the security holder: (i) Relationship with the minor nominee

Name:___________________________________________________________________________________________________________

Address: _________________________________________________________________________________________________________

Name of the Security Holder(s):_______________________________________________________________________________________

Signature4:_______________________________________________________________________________________________________

Witness with name and address:______________________________________________________________________________________

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CENLUB INDUSTRIES LIMITDCIN: (L67120HR1992PLC035087)

Registered Office: Plot No 233-234 Sector-58 Ballabgarh, Faridabad-121004 Haryana

ATTENDANCE SLIP DP ID_____________________________

(To be presented at the entrance) Folio No. / Client ID__________________

I/We hereby record my/our presence at the 23rd ANNUAL GENERAL MEETING of the Company at Aggarwal SewaSadan D-48,Sector-11,Faridabad(Haryana)on Wednesday,30th September,2015 at 9.15 A.M.

PLEASE COMPLETE THIS ATTENDENCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.JOINTSHAREHOLDER(S) MAY OBTAIN ADDITIONAL SLIP AT THE VENUE OF THE MEETING.

_____________________________________ Signature of the Member/ Proxy

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 read with Rule 19 (3) of the Companies (Management

and Administration) Rules, 2014]


Registered Office: Plot No 233-234 Sector-58 Ballabgarh, Faridabad-121004 Haryana

Name of the Member(s):

Registered address:

E-mail Id:

Folio No. / Client ID:

DP ID:

I/We being the member(s) of ____________________________________shares of the above named Companyhereby appoint:

1) Name : ____________________________________________________________________________________

Address:___________________________________________________________________________________

E-mail Id.:_______________________________________________________________________or falling him:

✄ ✄ ✄

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2) Name :_____________________________________________________________________________________

Address:___________________________________________________________________________________

E-mail Id.:_______________________________________________________________________ or falling him:

3) Name :_____________________________________________________________________________________

Address:___________________________________________________________________________________

E-mail Id.:________________________________________________________________________or falling him

As my / our proxy to attend and vote ( on a poll) for me/us and on my/behalf at the 23rd ANNUAL GENERAL MEETINGof the Company to be held on Wednesday,30th September,2015 at 9.15 A.M at Aggarwal Sewa Sadan D-48,Sector-11,Faridabad(Haryana) and at any adjournment thereof in respect of such resolution as are indicated below.

Resolution No Resolutions For Against

Ordinary Business 1. To consider and adopt the standalone financial statements and

the consolidated financial statements of the Company for theyear ended 31 March 2015 together with the Directors' andAuditors' Reports thereon.

2. To appoint a director in place of Virendra Kumar Gupta (DIN00006461),who retires by rotation in terms of section 152(6)of the Companies Act, 2013 and being eligible offers himselffor re-appointment.

3. To appoint a director in place of Ashok Kumar Agarwal (DIN00006512), who retires by rotation in terms of section 152(6)of the Companies Act, 2013 and being eligible offers himselffor re-appointment.

4. To ratify appointment of Satish Singla & Co.,CharteredAccountants, (Firm Registration No. 000882N) as StatutoryAuditors of the Company for the year 2015-16 and to fix theirremuneration.Special Business

5. Appointment of Krishna Gopal Gupta(Din:00222525) as anIndependent Director

6. Alteration in memorandum of association 7. Alteration in articles of association

Signed this ________________________day of _____________2015

Signature of the Shareholder ________________________________

________________________ ____________________________ _________________________Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Note: This form of in order to be effective should be duly completed and Deposited at the Registered Office of the Company, not less than 48

hours before the commencement of Meeting.

AffixRevenueStamp

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23rd Annual Report 2014-15

BALLOT FORM (In Lieu of E-voting)


Registered Office: Plot No 233-234 Sector-58 Ballabgarh Faridabad-121004 HaryanaE-MAIL: [email protected] Website: www.cenlub.in Tel: 08826794470, 71, 72 , 73 Fax No: 0129-2307263

1. NameRegistered Address of the sole/ first named Shareholder :

2. Name(s) of the Joint Holder(s),if any :

3. Registered Folio No./DPID & Client ID No :

4. No. of Shares held :

I/We hereby exercise my/our vote in respect of the Resolution(s) to be passed for the business stated in the notice of 23rd Annual GeneralMeeting of the Company to be held on Wednesday, September,30,2015, by conveying my/our assent or dissent to the said Resolution(s)by placing the tick (?) mark at the appropriate box below:

Item Description No. of Equity I/We assent to I/We dissent to No. Shares the resolution the resolution

(For) (Against)

ORDINARY BUSINESS

1. Adoption of the audited financial statements includingaudited consolidated financial statement of the Companyfor the financial year ended 31 March 2015 together withthe reports of the Board of Directors' and Auditorsthereon..

2 Re-appointment of Mr. Virendra Kumar Gupta (DIN00006461)as a Director, who retires by rotation.

3 Re-appointment of Mr. Ashok Kumar Agarwal (DIN00006512) as a Director, who retires by rotation.

4 Appointment of M/s. Satish Singla & Co.as StatutoryAuditors of the Company

SPECIAL BUSINESS:

5 Appointment of Mr. K.G.Gupta (Din:00222525)as a NonExecutive Director of the Company.

6 Alteration in memorandum of association

7 Alteration in articles of association

Place: ____________________ ___________________________________Date : ____________________ Signature of Shareholder

Notes : Please read the instructions printed overleaf carefully before exercising your vote.

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INSTRUCTIONS

1. This Ballot form is provided for the benefit of members who do not access to remote e-voting facility.

2. A member can opt for only one mode of voting i.e. either through remote e-voting or by Ballot. If a member casts vote by both modes,then voting done through remote e-voting shall prevail and ballot shall be traded as invalid.

3. For detailed instructions on remote e-voting, please refer to the remote e-voting Notice.

4. The Scrutinizer will collate the votes downloaded from the remote e-voting system and votes received through ballot to declared thefinal result for each of the Resolution forming part of the Notice convening the AGM of the Company.

PROCESS AND MANNER FOR MEMBERS OPTING TO VOTE BY USING THE BALLOT FORM

a. Voting rights are reckoned on the basis of the shares registered in the names of the Members/Beneficial Owners as on 23.09.2015

b. Please complete and sign the Ballot form and return the form in the self-addressed business reply envelope so as to reach the scrutinizerappointed by the Board of Director of the Company on or before.

c. The form should be signed by the member as per the specimen signature registered with the company/ Depositories. In case of jointholding, the form should be completed and signed by the first named member and in his/her absence, by the next named joint holder.A power of Attorney (POA) holder may vote on behalf of a member, mentioning the registration number of the POA registered with theCompany or enclosing an attested copy of the POA. Exercise of vote by Ballot is not through proxy.

d. In case the shares are held by companies, trusts, societies, etc., the duly completed Ballot form should be accompanied by a certifiedtrue copy of the relevant Board Resolution together with their specimen signature authorizing their representative.

e. A member may requested for a duplicate Ballot Form, if so required. However, duly filled and signed duplicate form should reach thescrutinizer not later than the date and time specified in serial no(b) above.

f. Undersigned, incomplete, improperly or incorrectly tick marked Ballot Form will be rejected. The form will also be rejected, if it is receivedtorn, defaced or mutilated to an extent which makes it difficult for the Scrutinizer to identify either the Member or as to whether thevotes are in favour or against or it the signature cannot be verified.

g. The decision of the Scrutinizer on the validity of the Ballot from and any other related matter shall be final.

h. The result declared along with Scrutinizer's Report shall be placed on the Company's Website www.cenlub.in and on the website of theNational Securities Depository Limited with in three (3) days of the passing of the Resolution at the AGM of the Company to be held on30 September 2015 and communicated to BSE Limited, where the shares of the Company are listed

Events of Annual General Meeting - 2013-2014

103

Earning per share (Rs.)

Debt Equity Ratio (Rs.)

104

Revenue (Sales) (Rs. in Lacs)

Profit Before Tax (Rs. in Lacs)

105

Gross Fixed Assets (Rs. In Lacs)

Share Holder’s Fund (Rs. In Lacs)

106

Cover Final 2014-15€¦ · AUDITORS SATISH SINGLA & CO. Chartered Accountants COMPANY SECRETARY...

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Transcript of Cover Final 2014-15€¦ · AUDITORS SATISH SINGLA & CO. Chartered Accountants COMPANY SECRETARY...