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Century Enka Ltd.

Directors Report

NSE: CENTENKAEQ BSE: 500280ISIN: INE485A01015INDUSTRY: Textiles - Manmade Fibre - PFY/PSF

BSE   Rs 504.80   Open: 499.95   Today's Range 496.05
504.90
 
NSE
Rs 504.65
+2.95 (+ 0.58 %)
+5.75 (+ 1.14 %) Prev Close: 499.05 52 Week Range 419.00
863.90
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1102.69 Cr. P/BV 0.79 Book Value (Rs.) 639.58
52 Week High/Low (Rs.) 865/419 FV/ML 10/1 P/E(X) 16.59
Bookclosure 05/08/2025 EPS (Rs.) 30.42 Div Yield (%) 1.98
Year End :2025-03 

“The Directors are pleased to present the 59th Annual Report, which
also marks the Company's 4th Integrated Report, along with the audited
standalone and consolidated financial statements for the financial year
ended 31st March 2025 (the 'Period under review')."

FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

FY25

FY24

FY25

FY24

Net Revenue from
Operations

2,00,169

1,74,415

2,00,169

1,74,415

Profit before Depreciation,
Finance Cost, Exceptional
Items and Tax

15,208

11,628

15,208

11,628

Add/(Less):

Depreciation

(5,497)

(5,026)

(5,497)

(5,026)

Finance Cost

(454)

(535)

(454)

(535)

Share in Loss of Associate
(net of tax)

-

-

(63)

(314)

Taxation (Net)

(2,547)

(1,478)

(2,547)

(1,478)

Net Profit

6,710

4,589

6,647

4,275

SHARE CAPITAL

The Company's paid-up equity Share Capital remains at ' 2185 lacs as
on 31st March 2025. During the year, the Company has not issued any
Securities.

DIVIDEND

In view of the Company's performance, the Board of Directors has
recommended a dividend of 100% (i.e., '10 per equity share of face
value '10 each) for the period under review, consistent with the
dividend declared in the previous year. Pursuant to the amendments
introduced by the Finance Act, 2020, under the Income Tax Act, 1961,
dividends distributed by the Company are now taxable in the hands
of shareholders at the applicable rates. Accordingly, the Company will
deduct tax at source as per the prevailing tax laws.

UNPAID/UNCLAIMED DIVIDEND

Equity shares for which the dividend has remained unpaid or
unclaimed for a consecutive period of seven years are required to
be transferred to the Investor Education and Protection Fund (IEPF)
Authority, in accordance with the timelines prescribed by the Ministry
of Corporate Affairs (MCA), Government of India. The corresponding
dividend amounts on such shares will also be transferred to the IEPF
Authority. However, shareholders may claim both the equity shares
and the associated dividends from the IEPF Authority by following the
procedure laid down under the Companies Act, 2013 and the rules
framed thereunder.

The Company has already transferred the relevant equity shares along
with the unclaimed dividend pertaining to the financial year ended 31st
March 2017 to the IEPF Authority. In respect of the financial year ended
31st March 2018, the unclaimed dividend and corresponding equity
shares will be transferred to the IEPF Authority after the conclusion
of the Annual General Meeting, in compliance with the applicable
statutory timelines.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations'), the Company has formulated a Dividend
Distribution Policy. The dividend recommended by the Board of
Directors for the financial year under review is in accordance with
the criteria outlined in this policy. The Dividend Distribution Policy
is available on the Company's website and can be accessed at:
https://www.centuryenka.com/pdf/policies/dividend-distribution-policy.pdf

TRANSFER TO GENERAL RESERVES

For the financial year ended 31st March 2025, the Board of Directors has
decided not to transfer any amount to the General Reserves.

OVERVIEW AND THE STATE OF THE COMPANY'S AFFAIRS
Course of Business

On a standalone basis, the Company's net revenue from operations
increased to '2,00,169 lacs for the financial year ended 31st March
2025, as compared to '1,74,415 lacs in the previous year. This growth
was primarily driven by higher sales volumes. Profit before interest,
depreciation, and tax (PBIDT) rose to '15,208 lacs, up from '11,628 lacs
in the previous year. Net profit also increased to '6,710 lacs, compared
to '4,589 lacs in the preceding year. On a consolidated basis, the net
profit for the year stood at '6,647 lacs.

EXCISE DUTY DEMAND

The Customs, Excise and Service Tax Appellate Tribunal (CESTAT), vide
its order dated 20th December 2019, in the Company's appeal against
the order of the Commissioner of Central Excise, Raigad, upheld the
denial of the benefit under Notification No. 6/2000-CE dated 1st March
2000. However, the Tribunal remanded the matter to the Commissioner
with instructions to recompute the correct assessable value, allow
eligible deductions, determine the applicable excise duty, and grant
the appropriate CENVAT/MODVAT credit.

Subsequently, the Company filed an appeal before the Hon'ble
Supreme Court of India on 22nd February 2020, challenging the portion
of the Tribunal's order that upheld the denial of benefit under the said
notification. The Hon'ble Supreme Court has tagged the matter with
other similar appeals. An application for a stay on the recovery of
interest and penalty has also been filed that may arise out of denial of
benefit under the said notification.

Pursuant to the directions of the Tribunal, the Commissioner passed
a revised order dated 8th September 2020, in which the recomputed

excise duty demand was reduced to '7.30 crores (as against the
original demand of '229.27 crores), along with interest and an
equivalent amount of penalty. The Department of Central Excise
has challenged this revised order before the Appellate Tribunal on
22nd January 2021, citing non-adherence to procedural norms in the
recomputation, including the grant of CENVAT/MODVAT credit and
allowance of deductions.

Based on legal advice, the Company believes it has a reasonably
strong case before the Hon'ble Supreme Court.

EXPANSION AND MODERNISATION

During the year, the Company successfully commissioned the
expansion project to enhance the capacity of Draw Texturizing Yarn
(DTY). Further capital expenditure is planned towards modernization
initiatives, renewable energy generation, energy conservation
measures, safety enhancements, and infrastructure development.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of
business or the overall state of affairs of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 ('the Act'), the Companies
(Accounts) Rules, 2014, the Listing Regulations, and applicable
Indian Accounting Standards (IND AS 110 - Consolidated Financial
Statements and IND AS 28 - Investments in Associates and Joint
Ventures), the audited consolidated financial statements form an
integral part of this Annual Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries and Joint Venture
Companies except an Associate Company.

ABREL Century Energy Limited is an Associate Company. In
accordance with the provisions of Section 129(3) of the Act, read with
the Companies (Accounts) Rules, 2014, the performance and financial

position of ABREI Century Energy limited is as under'

Latest Audited Balance Sheet Date

10th April 2025

Date on which the Associate or Joint Venture
was associated or acquired

Consolidation
since FY 2022-23

Number of shares held as on Balance Sheet date

88,47,800

Amount of Equity Investment

' 884.78 Lacs

Extent of Holding (%)

26%

Description of how there is significant influence

NA except 26%
shareholding

Net Worth attributed to shareholding as per latest ' 495.59 Lacs
audited Balance Sheet

Net Profit / (Loss) for the year

(' 244.25) Lacs

Considered in consolidation

(' 63.50) Lacs

Not considered in consolidation

Nil

(26% consolidated)

ENVIRONMENT

The Company recognizes the risks associated with environmental
pollution arising from waste discharge and emissions, which could
potentially impact the local ecology and environment. Throughout
the year, water, fuel, and resource consumption remained within
the limits prescribed by the State Pollution Control Board (SPCB).
Wastewater, hazardous waste, and gaseous emissions were also
generated and treated in compliance with SPCB norms. The Company
operates a robust Environment Management System, certified under
ISO 14001:2015, and both manufacturing units remain fully compliant
with applicable environmental regulations. Further, information on
Environment, Health & Safety (EHS) is provided in the relevant section
of this Report.

An incident of fire occurred on February 26, 2025, at the NFY Spinning
Plant located at Rajashree Polyfil, Rajashree Nagar, Post Umalla, District
Bharuch, Gujarat - 393 120. As a result, production operations at the
said plant have been temporarily disrupted. There were no human
injuries or casualties arising from the incident. The plant had adequate
insurance coverage in place.

In the month of April, 2025, pursuant to the incident, the Gujarat
Pollution Control Board (GPCB) has imposed an interim Fire Accident
Environment Compensation of '36,00,000 (Rupees Thirty-Six Lakhs)
and has directed the submission of a Bank Guarantee of '2,50,000
(Rupees Two Lakhs Fifty Thousand). The Company has paid the said
amount and furnished the Bank Guarantee.

The incident has been duly reported to both stock exchanges in
compliance with the applicable regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 134(3)(m) of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption, and Foreign
Exchange Earnings and Outgo, is provided in a separate statement
annexed to this Report as Annexure-I, and forms an integral part thereof.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the period under
review, as required under Regulation 34 and Schedule V of the Listing
Regulations, forms an integral part of this Annual Report. The report
provides insights into the Company's performance, industry structure,
risk management practices, and other relevant matters.

CORPORATE GOVERNANCE

The Board of Directors reiterates its steadfast commitment to
maintaining robust Corporate Governance practices, which are
deeply embedded in the Company's core values. The Company has
duly complied with all applicable provisions pertaining to Corporate
Governance. In line with Regulation 34 and Schedule V of the Listing
Regulations, the Corporate Governance Report for the period under
review is presented in a separate section and forms an integral part of
this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION &
OTHER RELATED MATTERS

Pursuant to the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations, the Nomination
and Remuneration Committee has formulated a comprehensive
Nomination, Remuneration and Succession Policy. The primary
objective of this policy is to establish a framework for:

a) identifying individuals who are qualified to become Directors, Key
Managerial Personnel (KMP) and Senior Management;

b) determining the qualifications, positive attributes, and
independence criteria for Directors;

c) formulating the remuneration structure for Directors, KMP, Senior
Management, and other employees;

d) evaluating the performance of the Board, its committees, and
individual Directors, and recommending the remuneration, in any
form, payable to senior management.

The Company's remuneration philosophy is aligned to market and
designed to attract and retain high-caliber talent. It aligns with industry
best practices emphasizes performance-based rewards and reviewed
periodically based on measurable achievements.

The Policy is available on the Company's website and can be accessed at:
https://www.centuryenka.com/pdf/policies/nomination-remuneration-
and-succession-policy.pdf

Further, the details regarding remuneration and the criteria for
payment to Executive and Non-Executive Directors are disclosed in
the Corporate Governance Report, which forms an integral part of this
Annual Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN
PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations, the
Board of Directors has undertaken its annual performance evaluation,
encompassing an assessment of the Board as a whole, its Committees,
the Chairperson, and individual Directors, including Independent,
Non-Executive, and Executive Directors. The evaluation framework
considers various parameters, such as participation in meetings and
the strategic value added by Directors towards the Company's growth
and performance.

The Nomination and Remuneration Committee, in coordination with
the Board, has implemented a formalized and structured evaluation
process. This includes the distribution of evaluation forms to all
Directors for assessing the performance of the Board, its committees,
and individual Directors across all categories.

Based on the feedback received, the Board noted with satisfaction
the effective functioning of the Board and its Committees. It further
recognized the meaningful contributions and active engagement
of each Director in their respective roles, reflecting a high level of
commitment and collective performance.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT
DIRECTORS

The Company has obtained necessary declarations from its
Independent Directors affirming that they satisfy the criteria of
independence as outlined under Section 149(6) of the Act, as well as
Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations.
Additionally, the Independent Directors have confirmed their
compliance with Schedule IV of the Act and the Company's Code of
Conduct.

The Board is of the view that there have been no changes in
circumstances that would affect the independence status of any
Independent Director. The Board is also satisfied with the integrity,
expertise, and experience of all Independent Directors, including
their proficiency as required under Section 150(1) of the Act and the
applicable rules.

Furthermore, in accordance with Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, all Independent Directors have registered their names in the
Independent Directors' databank maintained by the Indian Institute of
Corporate Affairs.

DIRECTORS' RESPONSIBILITY STATEMENT

The audited financial statements for the period under review are
in compliance with the provisions of the Act and the applicable
Accounting Standards. The financial statements reflect fairly the
form and substance of transactions carried out during the year and
reasonably present your Company's financial condition and results of
operations. Pursuant to Section 134(3)(c) read with Section 134(5) of
the Act, the Board of Directors, to the best of its knowledge and ability,
confirm that:

• in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

• they had selected such accounting policies and applied them
consistently and made judgments & estimates, which are
reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company, at the end of the financial year,
and of the profit of the Company for that period;

• they had taken proper and sufficient care for the 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 fraud and other irregularities;

• they had prepared the annual accounts on a going concern
basis;

• they had laid down internal financial controls to be followed
by the Company and that such internal financial controls were
adequate and were operating effectively; and

• they had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment of Directors & Key Managerial
Personnel

In accordance with the provisions of Section 152 and other applicable
provisions of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of the Company, Mr. Jayant V. Dhobley (DIN:
02402556), Director, is liable to retire by rotation at the forthcoming
59th Annual General Meeting (AGM) scheduled for Tuesday,
12th August 2025. Being eligible, he has offered himself for
reappointment. A brief profile of Mr. Dhobley is included in the notice
convening the AGM. The Board recommends his reappointment in
ensuing AGM.

Mrs. Krupa R. Gandhi (DIN: 00294629) was appointed as an Independent
Director for a first term of five (5) consecutive years, effective from 14th
August 2020, which is set to expire on 13th August 2025. In accordance
of the provisions of Sections 149, 150, 152, read with Schedule IV and
the Companies (Appointment and Qualification of Directors) Rules,
2014, and other applicable provisions, if any, of the Companies Act,
2013 (“the Act") and in accordance with Regulations 16, 17, 25 and
other applicable provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations"), (including any statutory modification(s),
amendment(s), or re-enactment(s) thereof for the time being in force),
and subject to such approvals as may be required, Mrs. Krupa R. Gandhi
(DIN: 00294629) proposed to be re-appointed as an Independent
Director for a second term of five (5) consecutive years, commencing
from 14th August 2025 and ending on 13th August 2030. Her re¬
appointment is subject to the approval of the shareholders in ensuing
AGM, and she shall not be liable to retire by rotation.

Mr. Suresh Sodani (DIN: 08789604) was appointed as Managing Director
w.e.f. 1st September 2020. His period is set to expire on 31st August 2025.
In accordance with the provisions of Sections 196, 197, 198, 203 and
other applicable provisions of the Companies Act, 2013 (“the Act"),
read with Schedule V to the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 26A
and other applicable provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations"), (including any statutory modification(s),
amendment(s) or re-enactment(s) thereof, for the time being in force),
and the Articles of Association of the Company and pursuant to the
recommendation of Nomination & Remuneration Committee and
subsequent recommendation of the Board of Directors, Mr. Suresh
Sodani (DIN: 08789604) is proposed to be re-appointed as Managing
Director for a term commencing from 1st September 2025 to 31st March
2027. His re-appointment is subject to the approval of the shareholders in
ensuing AGM, and he shall not be liable to retire by rotation.

During the period under review, Mr. Krishna S. Thar (DIN: 00390137)
ceased from the position of Non-Executive Independent Director w.e.f.
27th November 2024, upon completion of two consecutive terms of five

years each. The Board places on record appreciation for his valuable
contributions to the Company.

Further, Mr. Ravindra Kastia (DIN: 00528025) was appointed as a Non¬
Executive Independent Director with effect from 1st November 2024, as
approved by the shareholders at the 58th AGM held on 30th August 2024.
Mr. Krishna G. Ladsaria cease from the position of Chief Financial
Officer (CFO) & Key Managerial Personnel (KMP) w.e.f. 1st January 2025
due to his personal reasons. Further, Mr. Yogesh R. Shah was appointed
as the Chief Financial Officer (CFO) & Key Managerial Personnel (KMP)
of the Company w.e.f. 15th February 2025.

Except as stated above, there were no other changes in the composition
of the Board of Directors or Key Managerial Personnel during the period
under review.

Key Managerial Personnel

Following are the Key Managerial Personnel of the Company:

Mr. Suresh Sodani - Managing Director (MD)

Mr. Yogesh R. Shah - Chief Financial Officer (CFO)

Mr. Rahul Dubey - VP Legal and Company Secretary
Meetings of Board of Directors

During the period under review, four Board meetings were convened,
with the interval between each meeting adhering to the timelines
prescribed under the Companies Act and the Listing Regulations.
Additionally, a separate meeting of the Independent Directors was held
on 10th March 2025. The relevant details are provided in the Corporate
Governance Report.

Details of Committees of Directors

The Company has constituted six Board-level Committees in
accordance with the applicable laws and regulatory requirements:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

The composition and other relevant details of the aforementioned
Committees are outlined in the Corporate Governance Report, which
forms an integral part of this Annual Report. The Board has reviewed
and accepted the recommendations and suggestions put forth by
these Committees.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

There were no related party transactions during the period under review
that require disclosure under Section 134(3)(h) of the Companies Act,
2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

The Company has not granted any loans, provided guarantees, or

offered securities to any entity under Section 186 of the Companies
Act, 2013. However, the Company has invested its surplus funds in
Inter-Corporate Deposits in accordance with the applicable provisions
of the Act.

INTERNAL FINANCIAL CONTROLS

The Company has established a robust internal control system that
is commensurate with the scale and nature of its operations. These
controls are periodically reviewed and updated to align with the evolving
needs of the business. The Internal Auditor evaluates the effectiveness
and adequacy of the Company's internal control framework, and
ensures compliance with established operating systems, accounting
procedures, and policies across all locations of the Company.

Based on the Internal Auditor's findings, process owners implement
necessary corrective actions within their respective areas to enhance
operational controls. Significant audit observations, along with the
corresponding corrective measures, are regularly reported to and
reviewed by the Audit Committee of the Board.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the period
under review in accordance with the provisions of the Companies Act,
2013.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.

RISK MANAGEMENT

The Company, in adherence to the Listing Regulations, has established
a Risk Management Committee responsible for overseeing its risk
management framework and processes. Risk assessment and
mitigation are integral, ongoing activities within the organization. The
Company's comprehensive Risk Management Policy is periodically
reviewed and updated by the Committee. The composition and terms
of reference of the Risk Management Committee are detailed in the
Corporate Governance Report, which constitutes an integral part of this
Annual Report. The Risk Management Policy is available on the website
of the Company and can be accessed at https://www.centuryenka.
com/pdf/risk-management-policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to fostering ethical conduct across all its
business activities and has established a robust mechanism to report
any illegal or unethical behavior. Under the Vigil Mechanism/Whistle
Blower Policy, employees are encouraged to report any actual or
suspected violations of the Company's code of conduct, policies,
or applicable laws without fear of retaliation. Through this policy,
along with our Code of Conduct, we uphold the highest standards of
professionalism, honesty, integrity, and ethical behavior.

The Vigil Mechanism/Whistle Blower Policy is available on the website
of the Company and can be accessed at:

https://www.centuryenka.com/pdf/policies/vigil-mechanism-whistle-

blower-policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company maintains a zero-tolerance policy towards sexual
harassment in the workplace and has implemented a Prevention,
Prohibition, and Redressal of Sexual Harassment Policy in accordance
with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the Rules made thereunder.
This policy is designed to prevent and address complaints of sexual
harassment at the workplace.

Committed to providing equal opportunities without discrimination
based on race, caste, sex, religion, color, nationality, disability, or any
other status, the policy applies to all women associates—including
permanent, temporary, contractual employees, trainees—as well as
women visitors and service providers at the Company's offices and
premises. The Company ensures that all employees are treated with
dignity and strives to maintain a work environment free from any form
of sexual harassment—physical, verbal, or psychological.

In compliance with this Act, the Company has constituted an Internal
Complaints Committee to address and to resolve complaints related to
sexual harassment at the workplace effectively and sensitively.

No Complaint were received during the period under review.

The policy for Prevention of Sexual Harassment at Workplace is
available on the website of the Company and can be accessed at:
https://www.centuryenka.com/pdf/policies/policy-prevention-sexual-
harassment-workplace.pdf

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013, read
with theCompanies (CorporateSocial Responsibility Policy) Rules, 2014,
the Board of Directors has constituted a Corporate Social Responsibility
("CSR") Committee. The composition and terms of reference of the CSR
Committee are detailed in the Corporate Governance Report, which
forms an integral part of this Annual Report. The disclosures required
under the Companies (Corporate Social Responsibility Policy) Rules,
2014 are provided in Annexure-II, which forms part of this Report.
The Company's CSR Policy is available on its website and can be
accessed at: https://www.centuryenka.com/investor-relations/index.
html#parentHorizontalTab6|ChildVerticalTab_215

ANALYSIS OF REMUNERATION

In accordance with Section 197(12) of the Companies Act, 2013, read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the disclosure relating to the ratio of
remuneration of each Director to the median employee's remuneration,
along with other prescribed details, is annexed hereto as Annexure-III
and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES

The disclosures concerning remuneration and other relevant particulars
as mandated under Section 197(12) of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set forth in Annexure-IV, which forms an

integral part of this Report. In accordance with these requirements,
the names and details of employees whose remuneration exceeds the
prescribed thresholds are included. None of the employees listed in
the annexure are related to any Director of the Company, nor do they
individually or collectively (with their spouse and dependent children)
hold more than two percent (2%) of the Company's equity shares.

AUDITORS
Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, as amended from time
to time, M/s KKC & Associates LLP, Chartered Accountants (ICAI Firm
Registration No. FRN 105146W/100621), were appointed as the
Statutory Auditors of the Company for a term of five consecutive years.
Their tenure commenced from the conclusion of the 55th Annual General
Meeting (AGM) and will continue until the conclusion of the 60th AGM.
This appointment was approved by the shareholders at the 55th AGM
held on 13th August 2021. The Auditors' Report does not contain any
qualification, reservation, disclaimer or adverse remark.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records and Audit) Rules,
2014, as amended, and notifications/circulars issued by the Ministry
of Corporate Affairs from time to time, the Company has duly prepared
and maintained its cost accounts and records.

On the recommendation of the Audit Committee, the Board, at its
meeting held on 6th May 2025, appointed M/s Gopal Keswani &
Co, Cost Accountants (FRN-100761), as Cost Auditors to audit the
cost records of the Company's Nylon and Polyester products for the
financial year ending 31st March 2026, in compliance with applicable
statutory requirements.

In accordance with Section 148(3) of the Act and the Companies
(Cost Records and Audit) Rules, 2014, the remuneration payable to
the Cost Auditors is subject to ratification by the Company's members.
Consequently, a resolution seeking approval for the remuneration of
M/s Gopal Keswani & Co for the financial year ending 31st March 2026
has been included in the Notice of the 59th Annual General Meeting
scheduled on Tuesday, 12th August 2025.

The cost audit report for the financial year 2023-24, was filed with the
Ministry of Corporate Affairs on 22nd August 2024.

Secretarial Auditors

In accordance with Section 204 of the Companies Act, 2013, and the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board, during its meeting held on 6th May 2024,
appointed M/s Sanjay Sangani & Co., Practicing Company Secretaries,
(FCS No. 4090 and CP No. 3847), as the Secretarial Auditors for a period
of 5 years for the financial years commencing from 1st April 2025 to 31st
March 2030 to undertake the Secretarial Audit for the said period. This
appointment is subject to approval by the members at the upcoming
Annual General Meeting. The Secretarial Audit Report for the period
under review is annexed as Annexure-V and forms part of this Report.
There were no qualifications, reservations or adverse remarks or
disclaimers made by Secretarial Auditors.

Further, the Secretarial Compliance Report for the period under
review, outlining compliance with all applicable provisions of the Act,
SEBI regulations, circulars, and guidelines as amended from time to
time, and as mandated by Regulation 24A of the Listing Regulations,
is available on the Company's website and can be accessed at:
https://www.centuryenka.com/pdf/annual-secretarial-compliance-
report-31march2025.pdf

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the Auditors have not reported any
cases of fraud involving the Company's officers or employees to the
Audit Committee, in accordance with the requirements of Section
143(12) of the Act.

ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92 of the Act, read
with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company as of 31st March 2025,
in Form MGT-7, is available on the Company's website and can be
accessed at https://www.centuryenka.com/investor-relations/index.
html#parentHorizontalTab6|ChildVerticalTab_212.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes or commitments impacting the financial position
of the Company have occurred between the end of the financial year to
which the financial statements pertain and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN
FUTURE

The Company has not received any significant and material orders
passed by the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future.

INTEGRATED REPORT (IR) INCLUDING BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended from
time to time, the Company has prepared the Business Responsibility
and Sustainability Report (BRSR) to enhance transparency and
provide stakeholders with standardized disclosures on its sustainability
initiatives and compliance practices. The report is aligned with the
Integrated Reporting (IR) Framework developed by the International
Integrated Reporting Council (IIRC), and reflects the Company's
commitment to communicating its value creation strategy across
financial, environmental, social, and governance dimensions.

GENERAL DISCLOSURES
During the period under review:

• The Company has not issued any shares through Rights Issue,
Preferential Allotment, Sweat Equity, Employee Stock Option
Plans (ESOPs), or shares with Differential Voting Rights during the
year under review.

• There has been no revision in the financial statements during the
reporting period.

• The Company does not have any Employee Stock Option Scheme
under Section 62(1) of the Companies Act, 2013, or under the SEBI
(Share Based Employee Benefits) Regulations, 2014

• No provision has been made for the purchase of the Company's
own shares by employees or by any Trust for the benefit of
employees, as prescribed under Rule 16 of the Companies
(Share Capital and Debentures) Rules, 2014.

• The Company has neither filed any application under the Insolvency
and Bankruptcy Code, 2016, nor is there any proceeding pending
under the said Code as on the date of this report.

• The Company has not entered into any one-time settlement with
banks or financial institutions; accordingly, no disclosures are
applicable in this regard.

• The credit rating of the Company is disclosed in Corporate
Governance Report.

ACKNOWLEDGEMENT

The Board of Directors conveys its sincere appreciation to the
Central and State Governments, the Company's bankers, financial
institutions, stakeholders, and business associates for their support and
cooperation. The Board looks forward to their continued support in the
years ahead.

The Board also extends its heartfelt thanks to all employees for
their unwavering dedication, hard work, and professionalism. Their
invaluable contributions have played a crucial role in the Company's
success, and the Board gratefully acknowledges their efforts.

For and on behalf of the Board of Directors

Krupa R. Gandhi Suresh Sodani

Independent Director Managing Director

DIN: 00294629 DIN: 08789604

Place: Mumbai
Date: 6th May 2025

 
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