Directors Report of Centenial Surgical Suture Ltd.

Mar 31, 2025

The 30^th Annual Report of the Company together with the audited financial statements of the Company for the year ended
March 31, 2025.

The operating results of the Company for the year ended March 31, 2025 : Rs. in Lakhs

1. Operating Results

For the year ended March 31	2025	2024
Net Profit before Depreciation & Taxation	294.51	266.10
Less : Depreciation	425.46	138.79
Provision for Deferred Taxation	15.41	(10.39)
Provision for Taxation / Written Off	-	24.25
Net Profit/(Loss)	(146.36)	113.43
Add : Balance from Last Year	2679.41	2,565.97
Prior Period Profit adjustments	-	-
Less : Appropriation	-	-
Transfer to Reserves Profit / (Loss) carried to Balance Sheet	2533.06	2,679.41

We are unfortunately falling behind the projected pace for achieving our target of operating income for 2024 - 2025.
Having acknowledged this reality head-on, I would like to analyse the business environment for fiscal 2025 - 2026,
the results achieved over the past, and the challenges that have emerged. In fiscal 2024 - 2025, our business
environment was significantly impacted by uncertainties surrounding economic outlook, shifts in market dynamics
due to oversupply, and intensifying competition from the rising technological capabilities of emerging enterprises in
the rest of our country and the suture industry in INDIA is increasingly facing challenges to its traditional
technological supremacy.

Our core managerial team has excellent medical device industry experience and most of them have been associated
with our Company since its formative years. CENTENIAL is committed to working closely with our suppliers and
making far-reaching changes across our value chain by encouraging our business partners, suppliers and hospitals,
nursing homes to adopt responsible and sustainable practices. However, we are confident that our integrated
capabilities and execution brilliance will continue to drive our brand CENTENIAL prominence in INDIA. Further details
of operations are given in the management discussion and analysis report, which forms part of this report.

The financial year 2024 - 2025 was a tough year but again this year we reaffirmed our strong medical devices base
and our team focused on sutures - Absorbable and Non absorbable Sutures, yielding promising outcomes even in
the face of extreme pricing and revenue pressures, intensified international competition and regulatory challenges.
The competition in this business sector intensified during the year as more brands, both local and imported, entered
the market to get a share of the demand. Your Company is fully committed to the global standards of excellence -
from design and engineering to manufacturing and service. Your Company leverages the expertise and application
knowledge of the global suture requirements for cardiovascular sutures in particular, to bring advanced atraumatic
needle product development to our Indian Surgeons. Continuous innovation in the areas of design, research and
development of atraumatic needle, simulation and validation, testing and services, are the key value creation driver
for our company. Within the cardiovascular division, Centenial offers a wide range of product codes which includes
over 300 codes produced catalogue that cover applications for CABG. Your Company enjoys deep manufacturing
capabilities and know-how in Cardiovascular Sutures, materials and atraumatic needles, that makes it a trusted
partner. Quality is of paramount importance for your Company. It has always been your Company''s goal to
consistently ensure high quality and product safety in all applications. As a part of CENTENIAL''s strategy, your
Company has also widened the scope of quality to include two additional aspects efficiency and reliability. Your
Company has achieved continuous cost and efficiency improvements. At the same time, your Company aims for
better synchronised control, capacity utilisation, and optimised logistics.

Despite these circumstances, the CENTENIAL growth domains have continued to show steady progress, as reflected in our
growth rates for the past five years. However, we must acknowledge that the overall pace is somewhat behind our initial
plans. The suture business, in particular, has encountered challenges such as increased competition making the return to
a growth trajectory an urgent priority. However, external factors such as the price rise in raw materials, changes in
domestic market dynamics due to oversupply have so far prevented us from reaching the desired level. Moving forward,
we recognise the need to accelerate the phase of restructuring to swiftly enhance and stabilise profitability.

The quality and safety of our products are critical to our business and the Company''s reputation of its brands, form
the foundation of our relationships with SURGEONS and suppliers. Many of our brands have country wide
recognition and our financial success is directly dependent on the success of our brands. The success of our brands
can suffer if our marketing and advertising plans or product initiatives do not have the desired impact on a brand''s
image or its ability to attract confidence in our SURGEONS. Our market environment is highly competitive with
international, regional and local competitors. In many of the markets and industry segments in which we sell our
products, we compete against other products. Additionally, many of the product segments in which we compete
are differentiated by price tiers. We are well positioned in the industry segments and markets in which we operate,
often holding a leadership or significant market share position.

The medical device industry is highly competitive. CENTENIAL competes with many domestic and foreign medical
device companies ranging from small start-up enterprises that might sell only a single or limited number of
competitive products or compete only in a specific market segment, to companies that are larger and more
established than us, have a broad range of competitive products, participate in numerous markets, tenders and have
access to significantly greater financial and marketing resources than CENTENIAL. In addition, the medical device
industry is characterized by extensive product research and development and rapid technological advances. The
future success of our business will depend, in part, on our ability to design and manufacture new competitive
products and enhance existing medical devices / products. Our medical devices / product development efforts may
require us to make substantial investments. There can be no assurance that we will be able to successfully develop
new medical devices / products, enhance existing medical devices / products or achieve market acceptance of our
medical devices / products, due to, among other things, our inability to identify viable new medical devices /
products; maintain sufficient liquidity to fund our investments in development of medical device / product ; obtain
adequate intellectual property protection; gain market acceptance of new medical devices / products; or
successfully obtain regulatory approvals from CDSCO. In addition, our competitors currently may be developing, or
may develop in the future, medical device / products that provide better features, clinical outcomes or economic
value than those that we currently offer or subsequently develop. Our failure to successfully develop and market
new medical devices / products or enhance existing medical devices / products could have a material adverse effect
on our business, financial condition and results of operations.

Your Company has been vigorously working to keep its surgeons abreast of technological advancements through
revamp and upgradation of atraumatic needles with latest technology so as to ensure better sustainability. Your
Company is working on a range of new atraumatic needles and combinations of atraumatic needles and sutures,
products and services to consistently exceed SURGEONS expectations. This year CENTENIAL also emphasised on
training its employees in PRODUCT THINKING for better and newer ways of marketing so as to foster a culture of
innovation and substantial progress. We already have a capable organization with immense trust and loyalty of our
surgeons. As we move ahead in our journey, we may need swift adaptation and tough decisions, especially for evolving
to a product portfolio that is more focused on latest atraumatic needles innovation. As we look ahead, we see a year
of continuing challenges but at the same time we are geared up to make the company more efficient, to take on the
current and future competitive challenges. We are convinced that your support and cooperation will strengthen
CENTENIAL. I would also like to express my appreciation to each of you, for your support and understanding as we
move on into the new financial year with great hope.

I have repeatedly emphasized that the key players in executing these strategies are our employees. No matter how
excellent the strategies may be, they cannot be realized without the commitment of the employees who carry them
out. Particularly in building a solutions-based business model, it is crucial to shift the mindset of our employees from
the traditional daily approach to a multifaceted perspective that drives the creation of new businesses. Through
daily communication with our employees, I sense that an awareness of the need to take on new challenges is
gradually taking shape, but the concrete steps to translate this awareness into action are still ahead of us. We as a
company must continue to provide clear direction in this regard. Another important point is to expand this mindset
in INDIA. To support this effort, we are holding business meetings to solicit proposals for new hospital businesses
and medical devices / products, focused primarily on our existing businesses, inviting ideas from all our overseas
suppliers and the winning ideas will receive support for commercialisation under the business division. I believe this
initiative will not only provide an opportunity for each individual to meet the spirit of challenge and experience
success, but also foster connections among our employees. In addition, we have strengthened our human resources
strategy by introducing Workday integrated human resources platform — that enables us to manage the data of
our employees. I believe this has laid the groundwork for fully leveraging our company''s resources to execute our
strategies of accelerating business portfolio transformation and building solutions-based business models.

In addition to the initiatives already mentioned, we will continue to invest in measures to create a comfortable
environment for and enhance the skills of our workforce, including measures for work style reform and reskilling. As
I explained in my earlier annual reports message, these measures are designed with the intention of incorporating
“the principle of fair equality of opportunity” and “the right to equal liberty,” two important social principles into
our organization. If we are to translate these social principles into corporate principles, it means ensuring that all
employees are given equal opportunities to excel and the liberty to think freely through the establishment of an
optimal work environment and the implementation of policies that recognize and encourage taking on challenges.
Of course, equality does not mean uniformity. Our employees have diverse personalities and abilities, so our
evaluation systems must not be one-size-fits-all. I believe that by developing systems and environments where

employees from diverse backgrounds can leverage their unique strengths, we will move closer to realizing our
company''s ideal vision.

Years have passed since I took up the role of Chairman & CEO, I see it as my responsibility to take a sincere look back at
our progress, including a review of performance, to ensure sustainable growth and enhance corporate value as we
move toward our 2025 - 2026 goals. Since the COVID-19 pandemic eased, I have participated in discussions with our
suppliers on behalf of CENTENIAL. Engaging in discussions with some of the world''s leading companies has been a
valuable opportunity, highlighting just how much work remains to be done. Running a company is, of course, not
something that can be done by one person alone; rather, it is a long-distance relay race. To that end, we are making
steady progress in key talent management, including succession planning. I believe that when the time comes to pass
the baton, it should be done with the company already in a state of strong momentum. The transformation toward
2025 - 2026 is still work in progress. While the business environment has changed since last year''s goals formulated, our
overall direction remains the same. I believe that addressing challenges while staying true to our core focus of becoming
a leading suture / medical device manufacturing company is the key to meeting our expectations.

In this challenging business environment, we expect some of these difficulties to persist long-term. However, we
are making steady progress in new business development by manufacturing suture materials, raw materials for the
suture material and corporate transformation, which is bringing us closer to our ideal vision. With a strong
commitment to accelerating this momentum and putting our business back on a growth trajectory, we remain
determined to achieve our target of operating income before special items for the year 2025 - 2026, a key milestone
toward our fiscal 2025 - 2026 goals.

Our team enters 2025 - 2026 with confidence. CENTENIAL is an established leader in key growth cardiovascular
suture markets, with a large and differentiated portfolio of medical devices, backed by well-respected brands.
CENTENIAL have the footprint to command a meaningful presence in the Indian healthcare market, as well as the
flexibility to move quickly and make sound business decisions. CENTENIAL has an exceptional track record for
execution, underscored by our consistent ability to deliver steady growth in both revenues and margins. Finally,
CENTENIAL has a sound strategy, a proven management and sales team, and dedicated employees. CENTENIAL
moves forward committed to capitalising on these strengths to achieve our financial targets and reward the support
of our shareholders. CENTENIAL stands for Quality, Reliability, Commitment, Integrity and TRUST. Further, Your
Company''s plant is certified by ISO 9001:2015, ISO 13485:2016, WHO-GMP, ISO 14001:2015, ISO 45001:2018 and
medical devices are in conformity to medical device directives 93/42/EEC, Medical Device Rules, 2017. Your
Company''s plants at Murbad, Thane, Maharashtra has set a benchmark in terms of Quality and Productivity.
CENTENIAL stands for Quality, Reliability, Commitment, Integrity and TRUST. I am also indebted to the Highly-
Educated Members of the Board for their guidance and to the Honest, Loyal and Committed Employees, as always.
Our values always guide us, and our history and heritage as a Company, stands for Trust, Service and High Quality.

2. Transfer to reserves

There are no transfers to any specific reserves during the year.

3. State of the company’s affairs

During the year under review, your Company''s total revenue from operations was Rs.5,351.62 Lakhs and net loss is
at Rs.146.36 Lakhs.

4. Dividend

In order to conserve resources for the operating business, your Directors after due consideration of the financial
accounts of the Company have not recommended any dividend.

5. Cash flow and consolidated financial statements

As required under Regulation 34 of the Listing Regulations, Cash Flow Statement and Financial Statement is part of
the Annual Report.

6. Future prospects

The Company has started production of surgical threads and two new medical devices / products are under
development and trials during the year and hopes to scale up production in the coming year 2024 - 2025.

7. Change in nature of business

There has been no change in the nature of business of the Company. Your Company continues to be a medical device
company engaged in manufacturing surgical sutures, other medical devices and started manufacturing of surgical threads.

8. Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed
for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by

the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the
provisions of Section 125 of the Companies Act, 2013. Since no dividend has been paid this section is not applicable.

9. Conservation to energy, technology absorption, foreign exchange earnings & outgo.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo
as required under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, are enclosed as Annexure C to the Directors'' Report. Your Company continuous to focus on research
and development activities towards the upgradation of technology, development, testing and certification of
atraumatic needles and sutures for conformity to new Indian / International standards and export market.

10. Statement concerning development and implementation of risk management policy of the company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the
meetings of the Risk Management Committee and the Board of Directors of the Company.

11. Internal control system and their adequacy

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its
operations. M/s. Utsav Shah & Associates, Chartered Accountants, are appointed with scope of the Internal Audit
duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports
to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company
on the basis of statement of operations procedure, instruction manuals, accounting policy and procedures.

12. Corporate Social Responsibility

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR
Policy) Rules, 2014 regarding corporate social responsibility do not apply to the company for the period under review.

13. Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are NIL during Financial
Year 2024 - 2025.

14. Related Party Transactions

Transactions with related parties are in the ordinary course of business and also on arms'' length pricing basis. Prior
omnibus approval from the Audit Committee is obtained for transactions which are repetitive and also normal in
nature. Further, disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis.
Particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed from AOC - 2 is appended as Annexure E to the Directors'' Report.

15. Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. An
Internal Complaints Committee has been constituted to inquire into complaints of sexual harassment and
recommend appropriate action. During the year under review, the Internal Complaints Committee has not received
any complaint of sexual harassment. The Policy on Sexual Harassment of Women is available at the website of the
company: http://www.centenialindia.com/corporate.html.

16. Extract of Annual Return

Annual Return in accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available
at www.centenialindia.com.

17. Meetings of the Board of Directors

The meetings of the Board of Directors are scheduled at regular intervals to decide and discuss on business
performance, policies, strategies and other matters of significance. The schedules of the meetings are circulated in
advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board
are also accorded through circulation. During the financial year 2024 - 2025, the Board of Directors of the Company, met
05 (Five) times on April 29, 2024, May 28, 2024; August 12, 2024; November 14, 2024 and February 14, 2025. The Meeting
details are provided in the Corporate Governance report that forms part of this Annual Report. The gap between two
consecutive board meetings is less than 120 days. Pursuant to the requirements of Schedule IV to the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also
held on March 27, 2025, without the presence of Non-Independent Directors and members of the management, to
review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson
of the company and also to assess the quality, quantity and timeliness of flow of information between the company
management and the Board.

18. Directors Responsibility Statement

In Compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Company is responsible for establishing and maintaining adequate and effective internal financial controls
with regard to its business operations and, in the preparation and presentation of the financial statements, in
particular, the assertions on the internal financial controls in accordance with broader criteria established by
the Company. Towards the above objective, the Directors have laid down internal financial controls based on
internal controls framework established by the Company, which in all material respects were operating
effectively as at March 31, 2025.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively. The Company has substantially complied with
material provisions of such acts and regulations as are relevant for its operations.

19. Deposits

The Company has not accepted any fixed deposits from the public.

20. Particulars of employees and remuneration

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is as per Annexure D.

21. Changes in the nature of business

The Company did not undergo any change in the nature of its business during Financial Year 2024-2025.

22. Directors and Key Managerial Personnel

a. Retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Devraj T. Poojary
(DIN : 02041726), Executive Director of the Company, retires by rotation at the 30^th AGM and being eligible,
offered himself for re-appointment.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships
and committee membership held in other companies of the Directors proposed to be appointed / re-appointed,
along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of
the Listing Regulations, is appended as an Annexure to the Notice of the ensuing 30^th Annual General Meeting
(30^th e-AGM).

b. Reappointment

i) Reappointment of Shri Vijay Majrekar (DIN : 00804808), Chief Executive Officer and Managing Director
(CEO & MD), for a period of 03 (Three) years from October 1, 2025 to September 30, 2028 subject
shareholders'' approval in the ensuing 30^th e-AGM.

ii) Re-appointment to Shri Devraj T. Poojary (DIN: 02041726) Executive Director of the Company for a period
of 03 (Three) years from February 1, 2026 to January 31, 2029 Subject shareholders'' approval in the ensuing
30^th e-AGM.

c. Key Managerial Personnel (KMP):

Vijay Majrekar (DIN : 00804808), Chief Executive Officer and Managing Director (CEO & MD), Anuradha
Kashikar (DIN : 00804831), Chief Finance officer and Executive Director of the Company, Devraj T. Poojary (DIN :
02041726), Executive Director and Mahima Bathwal (Membership No. ACS A35069) Company Secretary and
Compliance Officer are the Key Managerial personnel of the Company as on March 31, 2025.

d. Retirements and Resignations:

During the year, there was no retirement or resignation of Directors or KMP.

e. Independent Directors’ Declaration

The Company has, inter alia, received the following declarations from all the Independent Directors
confirming that:

¦ they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules
Made thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company;

¦ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

¦ they have registered themselves with the Independent Director''s Database maintained by the Indian
Institute of Corporate Affairs.

In the opinion of the Board all Independent Directors possess requisite qualifications, experience, expertise
and hold high standards of integrity required to discharge their duties with an objective independent judgment
and without any external influence. List of key skills, expertise and core competencies of the Board, including
the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

f. Meetings of the Board, Board Evaluation, Training and Familiarisation Programme & Vigil Mechanism

During the year, five meetings of the Board of Directors were held. The details of meetings held and Director''s
attendance, training and familiarisation programme and Annual Board Evaluation process for Directors,
policy on Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of Director, and also remuneration for key managerial personnel and other
employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees,
form a part of the Corporate Governance Report of this Integrated Annual Report.

23. Attributes, qualifications & independence of Directors, their appointment and remuneration

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient
to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall
be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down
the positive attributes / criteria while recommending the candidature for the appointment as Director.

24. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(7) of the Companies Act, 2013 to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant rules.

25. Familiarisation Programme for Independent Directors

The details of training and familiarisation programme are provided in the Corporate Governance Report. Further, at
the time of appointment of an Independent Non-Executive Director, the Company issues a formal letter of
appointment outlining his / her role function, duties and responsibilities. The format of the letter of appointment is
available on our website: http://www.centenialindia.com/corporate/code_of_conduct/

26. Credit Ratings

CRISIL continued to reaffirm their rating of “BBB-/Stable” and “A3”, for various banking facilities throughout the
year enabling your Company to avail facilities from bank(s) at attractive rates indicating a very strong degree of
safety for timely payment of financial obligations.

27. Statutory Auditors

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the Statutory
Auditors on completion of two terms of five consecutive years and each such term would require approval of the
shareholders. In line with the requirements of the Companies Act, 2013, Statutory Auditor M/s. Mahesh Chandra &
Associates, Chartered Accountants, (ICAI Firm Registration No. 112334W) were appointed as Statutory Auditor of the
Company at the 25^th AGM held on September 28, 2020 to hold office from the conclusion of the said meeting till the
conclusion of the 30th AGM to be held in the year 2025. The term of office of M/s. Mahesh Chandra & Associates, as
Statutory Auditors of the Company will conclude from the close of the forthcoming 30^th e-AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the audit committee, at its meeting held
on June 21, 2025 reappointed M/s. Mahesh Chandra & Associates, Chartered Accountants, (ICAI Firm Registration
No. 112334W) as the Statutory Auditor of the Company to hold office for a second term of five consecutive years
from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM to be held in the year 2030 and will be placed
for the approval of the shareholders at the ensuing 30^th e-AGM.

The Board recommends their reappointment to the shareholders. The notice convening the 30^th AGM to be held on
July 28, 2025 sets out the details.

28. Internal Auditors

M/s. Utsav Shah & Associates, Chartered Accountants, are appointed with scope of the Internal Audit duly approved
by the Audit Committee and who have issued their reports on quarterly basis.

29. Secretarial Audit

Based on the recommendation of the Board in its meeting held on June 21, 2025, M/s. HSPN & ASSOCIATES LLP,
Company Secretaries (Peer Review no: 6035/2024), is proposed to be appointed as secretarial auditors of the
Company to hold office for a term of five consecutive years commencing from financial year 2025 - 2026 till financial
year 2029 - 2030 subject to the approval of shareholders as per the Listing Regulations read with Section 204 of the
Act and Rules thereunder.

30. Cost records and Auditors

The Company is not required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit &
Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is not
required to maintain the cost records in respect of its business and accordingly such accounts and records are not
made and maintained. No Cost Audit under the provisions of Section 233B of the Companies Act, 1956 has been
carried out. The cost audit is applicable in the following situations:

Table A specified goods/services -

¦ Overall annual total turnover of the company from all the products/services is INR 50 Crore or more; and

¦ Aggregate turnover from the individual product/service for which cost records are required to be maintained
is INR 25 Crore or more.

Table B specified goods/services -

¦ Overall annual total turnover of all the products/services should be INR 100 Crore or more; and

¦ Aggregate turnover from the individual product/service for which cost records are required to be maintained
should be INR 35 Crore or more.

As the Company does not satisfy the above-mentioned criteria, the cost audit is not applicable and the company has
taken legal steps to quash the proceedings of the Registrar of Companies, Maharashtra against the company and we
do not see any financial impact in this matter.

31. Auditors’ Qualifications / reservations / adverse remarks / Frauds reported

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks. However, the Secretarial
Audit Report contain qualification pursuant to Regulation 31(2) of SEBI (LODR) Regulations, 2015 for dematerialisation
of promoter shareholding. The Company would like to inform that promoters are working to convert 600 shares of
Promoters physical shareholding into demat as per Regulation 31(2) of SEBI (LODR) Regulations, 2015.

32. Management discussion and analysis

Management''s Discussion and Analysis Report for the year under review, as stipulated under the SEBI (LODR)
Regulations, 2015 is presented in a separate section forming part of the Annual Report.

33. Corporate Governance Code

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to
the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on
Corporate Governance as stipulated under Regulation 34 (3) and Part C of schedule V of SEBI (LODR) Regulations,
2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance
with the conditions of Corporate Governance as stipulated under Regulation 34 (3) and Part E of schedule V of the
SEBI (LODR) Regulations, 2015 is also published in this Annual Report as Annexure B.

34. Subsidiary, joint ventures and associate companies

The Company has no subsidiary and not entered in joint ventures.

35. Whistle Blower Policy / Vigil Mechanism

The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can
report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance to code of
conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also
provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy is available at the website
of the company: http://www.centenialindia.com

36. Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013, any instance of fraud committed in the Company, by
its officers or employees.

37. Material changes and commitments, if any, affecting the financial position of the Company which have occurred
between the end of the financial year of the company to which the financial statements relate and the date of the report

The company has started the preparation for manufacturing of surgical threads raw materials to reduce reliance on supply
of surgical threads raw materials from previous suppliers, and other than this activity of backward integration, production
of surgical threads raw materials there are no material changes and commitments affecting the financial position of the
Company occurred during the financial year and the date of this report.

38. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going
concern Status and company’s operations in future

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and company''s operations in future.

39. Committees of the Board

In accordance with the Companies Act, 2013, the Board has formed currently three Committees as follows:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided
in the “Report on Corporate Governance”, a part of this Annual Report.

40. Statement Concerning Development and Implementation of Risk Management Policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the
meetings of the Audit Committee and the Board of Directors of the Company.

41. Other disclosures

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished,
as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency
and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof - Not Applicable.

42. Board policies

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the
value system. The SEBI (LODR) Regulations, 2015 mandates formulation of certain policies for listed companies. The
Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the
applicable laws and rules and as amended from time to time. The policies are available on the website of the
Company at www.centenialindia.com.

43. Compliance of applicable secretarial standards

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised
Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

44. Enhancing shareholder value

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary
determinants of value to the shareholder. The organisational vision is founded on the principles of good governance
and delivering leading-edge products backed with dependable after sales services. Following the vision your
Company is committed to creating and maximising long-term value for shareholders.

45. Financial Statements / Disclosure of Accounting Treatment in the preparation of Financial Statements

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. These are the Company''s first Ind
AS Financial Statements. The significant accounting policies which are consistently applied are set out in the Notes
to the financial statements.

46. Share Capital

The paid-up equity shares capital of the Company as on March 31, 2025 was Rs.364.83 Lakhs. During the year under
review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

47. Cautionary statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives,
expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the statement. Important factors that could influence
the Company''s operation include global and domestic demand and supply conditions affecting selling prices of raw
materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic
developments within and outside the country and various other factors.

48. Insurance

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been
fully insured.

49. People and Safety

CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your
Company has always placed emphasis on our people and safety at workplace. Industrial relations in the Company
were cordial throughout the business year under review.

50. Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

51. Research and Development

The Company''s research & development activities continue to be directed towards up gradation of technology &
development of new product codes & packaging lines. Your Company''s commitment is to meet & exceed those
expectations.

52. Goods and Services Tax (GST)

GST, which was implemented on July 1, 2017 as ‘one nation one tax'', is an all-pervasive event. It has comprehensively
impacted consumption of all goods and services, triggering a colossal change in the way business dealings take
place. GST, which is still evolving, provides an opportunity to reset the way business transactions could be optimized
for efficiency in cost and quality. Due to its multifaceted impact, GST has become an important factor in competitive
businesses environment. GST on sutures and other medical devices 12%. However, the increase in headline tax is likely
to be offset by the tax efficiencies that may accrue on procurements. Your Company is geared to deal with the
challenges thrown up as a result of numerous amendments made by our Government viz: implementation of E-Way
Bill system, matching credit concepts, anti-profiteering provisions, etc.

53. Certification of ISO 9001:2015 | ISO 13485:2016 | WHO-GMP | ISO 14001:2015 | ISO 45001:2018 | Medical devices
conformity to 93/42/EEC medical directives.

Our Company is ISO 9001:2015, ISO 13485:2016, WHO-GMP, ISO 14001:2015, ISO 45001:2018 and medical devices are
in conformity to medical device directives 93/42/EEC, Medical Device Rules, 2017 and these stringent system means
effective control over every step to achieve true Quality Assurance for our medical devices.

54. Acknowledgments

Your Directors would like to express their appreciation for the assistance and co-operation received from the Food
and Drugs Administration, CDSCO, Banks, Government Authorities, Surgeons, Hospitals, Nursing homes, the
committed services by our Executives, Staff and Employees, to the members of the Board for their guidance who
contributed to the success of our Company.

By Order of the Board of Directors
For CENTENIAL SURGICAL SUTURE LTD

Vijay Majrekar

Place of Signature: Mumbai, Maharashtra Chairman and Managing Director

Date : June 21, 2025 DIN: 00804808

Corporate Identification Number: L99999MH1995PLC089759
Registered Office:

F-29, MIDC, Murbad, Thane 421401. MAHARASHTRA.

Email: [e-mail] / Website: www.centenialindia.com / Tel: [phone]

---

Mar 31, 2024

Your Directors present the 29^th Annual Report of the Company together with the audited financial statements of the Company for the year ended March 31, 2024.

1. Operating Results

The operating results of the Company for the year ended March 31, 2024 are as follows:		Rs. in Lakhs
For the year ended March 31	2024	2023
Net Profit before Depreciation & Taxation	266.10	276.25
Less : Depreciation	138.79	129.96
Provision for Deferred Taxation	(10.39)	1.17
Provision for Taxation / Written Off	24.25	44.92
Net Profit/(Loss)	113.44	88.59
Add : Balance from Last Year	2,565.97	2,477.39
Prior Period Profit adjustments	-	-
Less : Appropriation	-	-
Transfer to Reserves Profit / (Loss) carried to Balance Sheet	2,679.39	2,565.97

Our core managerial team has excellent medical device industry experience and most of them have been associated with our Company since its formative years. CENTENIAL is committed to working closely with our suppliers and making far-reaching changes across our value chain by encouraging our business partners, suppliers and hospitals, nursing homes to adopt responsible and sustainable practices. However, we are confident that our integrated capabilities and execution brilliance will continue to drive our brand CENTENIAL prominence in INDIA. Further details of operations are given in the management discussion and analysis report, which forms part of this report. I am also indebted to the Highly-Educated Members of the Board for their guidance and to the Honest, Loyal and Committed Employees, as always. Our values always guide us, and our history and heritage as a Company, stands for Trust, Service and High Quality.

CENTENIAL is an established leader in key growth cardiovascular suture market, with a large and differentiated portfolio of medical devices, backed by well-respected brands. Further, Your Company''s plant is certified by ISO 9001:2015, ISO 13485:2016, WHO-GMP, ISO 14001:2015, ISO 45001:2018 and medical devices are in conformity to medical device directives 93/42/EEC, Medical Device Rules, 2017. Your Company''s plant at Murbad, Thane, Maharashtra has set a benchmark in terms of quality and productivity. CENTENIAL stands for Quality, Reliability, Commitment, Integrity and TRUST.

2. Transfer to reserves

There are no transfers to any specific reserves during the year.

3. State of the company’s affairs

During the year under review, your Company''s total revenue from operations was Rs. 5,118.89 Lakhs and net profit after tax is at Rs.113.44 Lakhs.

4. Dividend

In order to conserve resources for the operating business, your Directors after due consideration of the financial accounts of the Company have not recommended any dividend.

5. Cash flow and consolidated financial statements

As required under Regulation 34 of the Listing Regulations, Cash Flow Statement and Financial Statement is part of the Annual Report.

6. Future prospects

The Company has started production of surgical threads, and two new medical devices / products are under development and trials during the year and hopes to scale up production in the coming year.

7. Change in nature of business

There has been no change in the nature of business of the Company. Your Company continues to be a medical device company engaged in manufacturing surgical sutures, other medical devices and started manufacturing of surgical threads.

8. Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. Since no dividend has been paid this section is not applicable.

9. Conservation to energy, technology absorption, foreign exchange earnings & outgo.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure C to the Directors'' Report. Your Company continuous to focus on research and development activities towards the upgradation of technology, development, testing and certification of atraumatic needles and sutures for conformity to new Indian / International standards and export market.

10. Statement concerning development and implementation of risk management policy of the company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company.

11. Internal control system and their adequacy

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. M/s. Utsav Shah & Associates, Chartered Accountants, are appointed with scope of the Internal Audit duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of statement of operations procedure, instruction manuals, accounting policy and procedures.

12. Corporate Social Responsibility

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social responsibility do not apply to the company for the period under review.

13. Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are NIL during Financial Year 2023 - 2024.

14. Related Party Transactions

Transactions with related parties are in the ordinary course of business and also on arms'' length pricing basis. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis. Particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed from AOC - 2 is appended as Annexure E to the Directors'' Report.

15. Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. An Internal Complaints Committee has been constituted to inquire into complaints of sexual harassment and recommend appropriate action. During the year under review, the Internal Complaints Committee has not received any complaint of sexual harassment. The Policy on Sexual Harassment of Women is available at the website of the company: http://www.centenialindia.com/corporate.html.

16. Extract of Annual Return

Annual Return in accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available at www.centenialindia.com.

17. Meetings of the Board of Directors

The meetings of the Board of Directors are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation. During the financial year 2023 - 2024, the Board of Directors of the Company, met 06 (Six) times on May 27, 2023; August 12, 2023; November 14, 2023; February 1, 2024; February 14, 2024 and March 29, 2024. The Meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The gap between two consecutive board meetings is less than 120 days. Pursuant to the requirements of Schedule IV to

the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on March 28, 2024, without the presence of Non-Independent Directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the company and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

18. Directors Responsibility Statement

In Compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Company is responsible for establishing and maintaining adequate and effective internal financial controls with regard to its business operations and, in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company. Towards the above objective, the Directors have laid down internal financial controls based on internal controls framework established by the Company, which in all material respects were operating effectively as at March 31, 2024.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations.

19. Deposits

The Company has not accepted any fixed deposits from the public.

20. Particulars of employees and remuneration

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as per Annexure D.

21. Directors and Key Managerial Personnel

a. Change in Directorate:

During the year Shri Sunil C. Modi (DIN : 0310396), Shri Bhushan S. Limaye (DIN : 00804930) and Shri Jagadish B. Shetty (DIN : 00731896) ceased to be Independent Directors w.e.f. the closing hours of March 31, 2024 due to completion of second term of office as an Independent Non-Executive Directors respectively.

The Board, at its meeting held on February 14, 2024 based on the recommendation of the Nomination and remuneration committee of the Company approved the following appointments to the Board.

(a) The appointment of Shri Akash S. Modi (DIN : 08698016), as an additional Director - Independent NonExecutive Director of the Company for a term of 05 (Five) consecutive years with effect from April 1, 2024.

(b) The appointment of Shri Anuj V. Shah (DIN : 10256390), as an additional Director - Independent NonExecutive Director of the Company for a term of 05 (Five) consecutive years with effect from April 1, 2024.

(c) The appointment of Ms. Ridhima B. Limaye (DIN : 10256393), as an additional Director - Independent NonExecutive Director of the Company for a term of 05 (Five) consecutive years with effect from April 1, 2024.

The above-mentioned appointments were duly approved by the members of the Company vide Postal ballot on May 31, 2024.

b. Retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Anuradha Kashikar (DIN : 00804831), Executive Director of the Company, retires by rotation at the 29^th e-AGM and being eligible, offered herself for re-appointment.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing 29^th e-AGM.

c. Key Managerial Personnel:

Shri Vijay Majrekar (DIN : 00804808), Chief Executive Officer and Managing Director (CEO & MD), Anuradha Kashikar (DIN : 00804831), Chief Finance officer and Executive Director of the Company, Shri Devraj T. Poojary (DIN : 02041726), Executive Director and M. Bathwal (Membership No. ACS A35069) Company Secretary and Compliance Officer are the Key Managerial personnel of the Company as on March 31, 2024.

d. Independent Directors’ Declaration

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

¦ they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules Made thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

¦ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

¦ they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

e. Meetings of the Board, Board Evaluation, Training and Familiarisation Programme & Vigil Mechanism

During the year, six meetings of the Board of Directors were held. The details of meetings held and Director''s attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate Governance Report of this Integrated Annual Report.

22. Attributes, qualifications & independence of directors, their appointment and remuneration

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

23. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

24. Familiarisation Programme for Independent Directors

The details of training and familiarisation programme are provided in the Corporate Governance Report. Further, at the time of appointment of an Independent Non-Executive Director, the Company issues a formal letter of appointment outlining his / her role function, duties and responsibilities. The format of the letter of appointment is available on our website: http://www.centenialindia.com/corporate/code_of_conduct/

25. Credit Ratings

CRISIL continued to reaffirm their rating of “BBB-/Stable (Reaffirmed)” and “A3 (Reaffirmed)”, for various banking facilities throughout the year enabling your Company to avail facilities from bank(s) at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

26. Statutory Auditors

M/s. Mahesh Chandra & Associates, Chartered Accountants, Firm Registration No. 112334W who were appointed as Statutory Auditors of the Company by the Shareholders of the Company in their 25th Annual General Meeting held in September 28, 2020 for a period of five years shall be the Statutory Auditors of the Company. The requirement under the proviso to Section 139(1) that “the Company shall place the matter relating to such appointment (of auditors) for ratification by members at every annual general meeting” has been omitted from the Companies Act, 2013. Therefore, the Company does not propose ratification of appointment of statutory auditors for the approval of the members. They have further confirmed that they are not disqualified to be appointed as Statutory Auditor in terms of the provisions of Section 139 and Section 141 of the Act and the rules made thereunder. The proposed fees payable to the Statutory Auditor for the statutory audit of the financial year would be Rs. 1.75 lakhs excluding the fees for limited review, other services availed, if any and out of the pocket expenses.

27. Internal Auditors

M/s. Utsav Shah & Associates, Chartered Accountants, are appointed with scope of the Internal Audit duly approved by the Audit Committee. And who have issued their reports on quarterly basis.

28. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. HSPN & Associates LLP, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year. The Secretarial Auditor''s Report is annexed as Annexure 1 and forms an integral part of this Report.

29. Cost records and Auditors

The Company is not required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is not required to maintain the cost records in respect of its business and accordingly such accounts and records are not made and maintained. No Cost Audit under the provisions of Section 233B of the Companies Act, 1956 has been carried out. The cost audit is applicable in the following situations:

Table A specified goods/services -

¦ Overall annual total turnover of the company from all the products/services is INR 50 Crore or more; and

¦ Aggregate turnover from the individual product/service for which cost records are required to be maintained is INR 25 Crore or more.

Table B specified goods/services -

¦ Overall annual total turnover of all the products/services should be INR 100 Crore or more; and

¦ Aggregate turnover from the individual product/service for which cost records are required to be maintained should be INR 35 Crore or more.

As the Company does not satisfy the above-mentioned criteria, the cost audit is not applicable and the company has taken legal steps to quash the proceedings of the Registrar of Companies, Maharashtra against the company and we do not see any financial impact in this matter.

30. Auditors’ Qualifications / reservations / adverse remarks / Frauds reported

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks. However, the Secretarial Audit Report contain qualification pursuant to Regulation 31(2) of SEBI (LODR) Regulations, 2015 for dematerialisation of promoter shareholding. The Company would like to inform that promoters are working to convert 600 shares of Promoters physical shareholding into demat as per Regulation 31(2) of SEBI (LODR) Regulations, 2015.

31. Management discussion and analysis

Management''s Discussion and Analysis Report for the year under review, as stipulated under the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

32. Corporate Governance Code

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation 34 (3) and Part C of schedule V of SEBI (LODR) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 (3) and Part E of schedule V of the SEBI (LODR) Regulations, 2015 is also published in this Annual Report as Annexure B.

33. Subsidiary, joint ventures and associate companies

The Company has no subsidiary and not entered in joint ventures.

34. Whistle Blower Policy / Vigil Mechanism

The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance to code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy is available at the website of the company: http://www.centenialindia.com

35- Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instance of fraud committed in the Company, by its officers or employees.

36. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

The company has started the manufacturing of surgical threads under the guidance, technical knowhow of M/s. Polymedtex, GmpH, Republic of Germany, to reduce reliance on supply of surgical threads from previous suppliers, and other than this activity of backward integration, production of surgical threads there are no material changes and commitments affecting the financial position of the Company occurred during the financial year and the date of this report.

37. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern Status and company’s operations in future

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

38. Committees of the Board

In accordance with the Companies Act, 2013, the Board has formed currently three Committees as follows:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

39. Statement Concerning Development and Implementation of Risk Management Policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

40. Other disclosures

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

41. Board policies

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (LODR) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at www.centenialindia.com.

42. Compliance of applicable secretarial standards

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

43. Enhancing shareholder value

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

44. Financial Statements / Disclosure of Accounting Treatment in the preparation of Financial Statements

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. These are the Company''s first Ind AS Financial Statements. The significant accounting policies which are consistently applied are set out in the Notes to the financial statements.

45- Share Capital

The paid-up equity shares capital of the Company as on March 31, 2024 was Rs.364.83 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

46. Cautionary statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

47. Insurance

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

48. People and Safety

CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the Company were cordial throughout the business year under review.

49. Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

50. Research and Development

The Company''s research & development activities continue to be directed towards up gradation of technology & development of new product codes & packaging lines. Your Company''s commitment is to meet & exceed those expectations.

51. Goods and Services Tax (GST)

GST, which was implemented on July 1, 2017 as ‘one nation one tax'', is an all-pervasive event. It has comprehensively impacted consumption of all goods and services, triggering a colossal change in the way business dealings take place. GST, which is still evolving, provides an opportunity to reset the way business transactions could be optimized for efficiency in cost and quality. Due to its multifaceted impact, GST has become an important factor in competitive businesses environment. GST on sutures and other medical devices 12%. However, the increase in headline tax is likely to be offset by the tax efficiencies that may accrue on procurements. Your Company is geared to deal with the challenges thrown up as a result of numerous amendments made by our Government viz: implementation of E-Way Bill system, matching credit concepts, anti-profiteering provisions, etc.

52. Certification of ISO 9001:2015 | ISO 13485:2016 | WHO-GMP | ISO 14001:2015 | ISO 45001:2018 | Medical devices conformity to 93/42/EEC medical directives.

Our Company is ISO 9001:2015, ISO 13485:2016, WHO-GMP, ISO 14001:2015, ISO 45001:2018 and medical devices are in conformity to medical device directives 93/42/EEC, Medical Device Rules, 2017 and these stringent system means effective control over every step to achieve true Quality Assurance for our medical devices.

53. Acknowledgments

Your Directors would like to express their appreciation for the assistance and co-operation received from the Food and Drugs Administration, CDSCO, Banks, Government Authorities, Surgeons, Hospitals, Nursing homes, the committed services by our Executives, Staff and Employees, to the members of the Board for their guidance who contributed to the success of our Company.

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Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in submitting the 21^st Annual Report together with the audited accounts of the Company for the year financial year ended March 31, 2016.

Financial Performance

Financial Results of the Company’s operation for the year under review are as follows:

Rs. in Lakhs

For the year ended March 31	2016	2015
Net Profit before Depreciation & Taxation	304.62	373.19
Less : Depreciation	67.55	83.08
Provision for Deferred Taxation	0.00	0.00
Provision for Taxation / Written Off	81.00	98.61
Net Profit/(Loss)	156.07	191.50
Add : Balance from Last Year	1579.39	1383.41
Prior Period Profit adjustments	0.00	0.00
Less : Appropriation	0.00	0.00
Transfer to Reserves Profit / (Loss) carried to Balance Sheet	1735.46	1579.39

Your Company has been vigorously working to keep its customers abreast of technological advancements through revamp and up gradation of a traumatic needles so as to ensure better sustainability. Your Company is working on a range of new products and services to consistently exceed SURGEONS expectations. This year CENTENIAL also emphasized on training its employees in PRODUCT THINKING for better and newer ways of problem solving so as to foster a culture of innovation and substantial progress. We already have a capable organization with immense trust and loyalty of our customers. As we move ahead in our journey we may need swift adaptation and tough decisions, especially for evolving to a product portfolio that is more focused on innovation and value-engineering. As we look ahead, we see a year of continuing challenges but at the same time we are geared up to make the company more efficient, to take on the current and future competitive challenges. We are convinced that your support and cooperation will strengthen CENTENIAL. I would also like to express my appreciation to each of you, for your support and understanding as we move on into the new financial year with great hope. The year under review witnessed a lot of challenges with growing competition and changes in surgeon’s preference. Further details of operations are given in the management discussion and analysis report, which forms part of this report. I am also indebted to the Highly Educated Members of the Board for their guidance and to the Honest, Loyal and Committed Employees. Our values always guide us, and our history and heritage as a Company, in one word, stands for trust, service and high Quality. We have a brand name which stands for Quality, Reliability, Commitment and Integrity.

Financial Statements

The Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). These financial statements comply in all material respects with the Accounting Standards, notified under Section 133 of the Companies Act, 2013 (“the Act”) read together with paragraph 7 of the Companies (Accounts) Rules 2014, to reflect the financial position and the results of operations of the Company. The Financial Statements of Financial Year 2015 ~ 2016 together with the Auditor’s Report form a part of this Annual Report.

Dividend

In order to conserve resources for the operating business, your Directors after due consideration of the financial accounts of the Company have not recommended any dividend to the equity shareholders.

Change in nature of business

There has been no change in the nature of business of the Company. Your Company continues to be a Medical Device company engaged in manufacturing surgical sutures & other medical devices with sales mainly in India.

Material changes and commitments affecting the financial position of the Company

There have not been any material changes affecting the financial position of the Company between the end of the financial year and the date of this report.

Share Capital

The paid up equity share capital of the Company as on March 31, 2016 was Rs.364.83 Lakhs. During the year under review, the Company has not issued shares with differential Voting Rights nor granted Stock options nor Sweat Equity.

Deposits

The company has not accepted any fixed deposits from the public.

Directors and Key Managerial Personnel Retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Anuradha Kashikar retires by rotation at the forthcoming Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Re-appointment of Managing Director

The current term of Shri Vijay Majrekar as the Managing Director of the Company expires on September 30, 2016. At the meeting held on August 11, 2016, the Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee, have approved his re-appointment for a further period of 03 (Three) years, terms of remuneration, etc., subject to the approval of the members of the Company and Central Government, if required. The necessary resolution for his re-appointment is being placed before the members for approval.

Independent Directors’ Declaration

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The Board has Independent Non-Executive Director based on fit & proper criteria ~ qualification, expertise, track record, integrity etc. With the enactment of the Companies Act, 2013 (‘the Act’) it is mandatory for every listed Company to appoint requisite number of ‘Independent Directors’ as defined in Section 149(6) of the Companies Act, 2013. The Company, in compliance with the Listing Agreement, has already appointed Shri Sunil C. Modi [DIN : 03103966], Shri Bhushan S. Limaye [DIN : 00804930] and Shri Jagadish B. Shetty [DIN : 00731896] as Independent Non-Executive Directors of the Company on the Board. The Board is of the opinion that the existing Independent Directors fulfill the criteria as specified in Section 149 of the Companies Act, 2013 & the Rules made there under.

During the year under review, there is no change in the Board of Directors of the Company.

Brief profile of the Directors proposed to be appointed / re-appointed and other information as stipulated under Listing Regulations and Secretarial Standard 2 are part of the Notice attached to this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Managerial Remuneration Policy

The policy on appointment and remuneration of Directors and Key Management Personnel provides an underlying basis and guide for human resource management, thereby aligning plans for strategic growth of the Company. While deciding on the remuneration for Directors and Key Management Personnel, the Board and the Nomination and Remuneration Committee consider the performance of the Company, the current trends in the industry, the qualifications of the appointee(s), their experience, past performance and other relevant factors. The policy is pursuant to Section 178(4) of the Companies Act, 2013 and clause 49(IV) (B) (4) of the Listing Agreement.

Loans, Guarantees or Investments

Loans, guarantees and investments (if any) covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation. The Board during the financial year 2015 ~ 2016 met 05 (Five) times.

Committees on Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Committee of Directors (Stakeholders’ Relationship Committee)

Directors Responsibility Statement

In Compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Company is responsible for establishing and maintaining adequate and effective internal financial controls with regard to its business operations and, in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company. Towards the above objective, the Directors have laid down internal financial controls based on internal controls framework established by the Company, which in all material respects were operating effectively as at March 31, 2016.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations.

Related Party Transactions

Transactions with related parties are in the ordinary course of business and also on arms’ length pricing basis. Prior omnibus approval from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - ‘AOC-2’.

Auditors

Statutory Auditors

Messrs. A. Vijay Kumar & Co., Chartered Accountants, Firm Registration No.009824S who are Statutory Auditors of the Company shall hold office till the conclusion of the forthcoming 21^st Annual General Meeting (AGM) and are eligible for re-appointment, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Messrs A. Vijay Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company pursuant to the provisions of Sections 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the retiring Statutory Auditors, to be appointed as Auditors of the Company to hold office from the conclusion of this 21^st AGM till the conclusion of the 23^rd Annual General Meeting of the Company to be held in the year 2018 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out of pocket expenses, as may be mutually agreed between the Managing Director of the Company and the Auditors. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report.

Secretarial Auditors

Messrs H. S. Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for Financial Year 2015 ~ 2016, as required under Section 204 of the Companies Act, 2013 and rules there under. The secretarial audit reports for Financial Year 2015 ~ 2016 forms the part of the Annual Report as Annexure A of the Director’s Report. The Board has appointed Messrs H. S. Associates, Company Secretaries, as Secretarial Auditor of the Company for Financial Year 2015 ~ 2016. The Company is in the process of appointing a Company Secretary as required pursuant to provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014. There is no secretarial audit qualification for the year under review.

Corporate Governance Code

The Company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations & Disclosure Requirements) (LODR) Regulations, 2015 as the Paid up capital of the Company was below Rs.10.00 Crores and Net Worth was below Rs.25.00 Crores as on the last day of the previous financial year. As on March 31, 2016, the Company’s Paid up Capital is of Rs.5,42,42,500.00 (Rupees Five Crores Forty Two Lakhs Forty Two Thousand Five Hundred Only) and Net worth is of Rs.22,77,88,955.00 (Rupees Twenty Two Crores Seventy Seven Lakhs Eighty Eight Thousand Nine Hundred Fifty Five only). Hence, compliance with Corporate Governance provisions as per SEBI (LODR) Regulations, 2015 are not applicable to the Company.

Management discussion and analysis

Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement up to November 30, 2015 and thereafter as per SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. An Internal Complaints Committee has been constituted to inquire into complaints of sexual harassment and recommend appropriate action. During the year under review, the Internal Complaints Committee has not received any complaint of sexual harassment.

Conservation to energy, technology absorption, foreign exchange earnings & outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure B to the Director’s Report. Your Company continuous to focus on research and development activities towards the up gradation of technology, development, testing and certification of a traumatic needles and sutures for conformity to new Indian / International standards and export market. The Company has installed new machinery designed to its special requirements and has been able to save in cost of production and also manufacture products to various surgeons specifications. Besides development work for several new product codes for exports has been undertaken. Emphasis on new product codes development and process improvement will continue to be the priority areas of our research and development activity, enhancement in quality and service to our customer.

Extract of Annual Return

An extract of the Annual return has been annexed as Annexure C to the Director’s Report in compliance with Section 92 of the Companies Act, 2013 read with applicable Rules made there under.

Internal Control Systems and their Adequacy

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. Messers Mahesh Chandra and Associates, Chartered Accountants, are appointed with scope of the Internal Audit (IA) duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures.

Whistle Blower Policy / Vigil mechanism

The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance to code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

Other Matters

The officials of the Company have been falsely implicated vide a First Information Report filed on January 2, 2012 at the Anti-Corruption Branch, Delhi. The officials of the Company are cooperating with investigations.

People and Safety

CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the Company were cordial throughout the business year under review.

Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. Since no dividend has been paid this Section is not applicable to our company.

Subsidiaries and Joint ventures

The Company has no subsidiary and not entered in joint ventures.

Employee Stock Option Plan (ESOP)

The Company does not have an Employee Stock Option Plan (‘ESOP’).

Research and Development

The Company’s research & development activities continue to be directed towards up gradation of technology and development of new product codes and packaging lines. Your Company’s commitment is to meet and exceed those expectations.

Credit Ratings

CRISIL continued to reaffirm their rating of “BBB / Stable” and “A3 ”, for various banking facilities throughout the year enabling your Company to avail facilities from bank(s) at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

ISO 9001 : 2015 Certification

Our Company is ISO 9001:2015 certified and the stringent ISO 9001:2015 system means effective control over every step to achieve true Quality Assurance for our products.

Acknowledgments

Your Directors would like to express their appreciation for the assistance and co-operation received from the Food and Drugs Administration, Banks, Government Authorities, Surgeons, Hospitals, Nursing homes, the committed services by our Executives, Staff and Employees, to the members of the Board for their guidance who contributed to the success of our Company.

By Order of the Board of Directors

For CENTENIAL SURGICAL SUTURE LTD

Sd/-

Vijay MAJREKAR

Place of Signature : Mumbai, Maharashtra Managing Director

Date : August 11, 2016 DIN : 00804808

Registered Office :

F-29, MIDC, Murbad, Thane 421401. Maharashtra.

Corporate Identification Number: L99999MH1995PLC089759

Email : [e-mail]::: Website : www.centenialindia.com

Tel: [phone] / Fax : [phone]

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in submitting the 20th Annual Report together with the audited accounts of the Company for the year financial year ended March 31, 2015.

Financial Performance

Financial Results of the Company's operation for the year under review are as follows:

Rs. in Lakhs

For the year ended March 31 2015 2014

Net Profit before Depreciation & Taxation 373.19 329.51

Less : Depreciation 83.08 58.80

Provision for Deferred Taxation 0.00 (0.40)

Provision for Taxation / Written Off 98.61 91.60

Net Profit/(Loss) 191.50 179.12

Add : Balance from Last Year 1383.41 1204.30

Prior Period Profit adjustments 0.00 0.00

Less : Appropriation 0.00 0.00

Transfer to Reserves Profit / (Loss) carried to Balance Sheet 1579.39 1383.41

The year under review witnessed a lot of challenges with growing competition and changes in surgeon's preference. Further details of operations are given in the management discussion and analysis report, which forms part of this report. I am also indebted to the Highly Educated Members of the Board for their guidance and to the Honest, Loyal and Committed Employees. Our values always guide us, and our history and heritage as a Company, in one word, stands for trust, service and high Quality. We have a brand name which stands for Quality, Reliability, Commitment and Integrity.

Financial Statements

The Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). These financial statements comply in all material respects with the Accounting Standards, notified under Section 133 of the Companies Act, 2013 ("the Act") read together with paragraph 7 of the Companies (Accounts) Rules 2014, to reflect the financial position and the results of operations of the Company. The Financial Statements of Financial Year 2014 ~ 2015 together with the Auditor's Report form a part of this Annual Report.

Dividend

Your Directors after careful consideration of the financial accounts of the Company have not recommended any dividend to the equity shareholders of the Company.

Operations

The highlights of the Company's performance are as under:

> Revenue from operations grew by a modest 1.49% to Rs.5176.68 Lakhs

> Profit before tax and exceptional items grew by 7.16% to Rs.290.11 Lakhs.

> Profit after tax for the year stood at Rs.191.50 Lakhs up 6.91% from Financial Year 2013 ~ 2014.

During the year, our consolidated revenues registered a growth of 1.60% to Rs.5186.54 Lakhs from Rs.5104.87 Lakhs from last Financial Year 2013 ~ 2014. More than 95% of the current workforce has grown with us, with some clocking more than ten years. They realise the value of Education, Loyalty, Honesty, Success, Commitment, Sincerity, Hard Work required to sustain this success.

Change in nature of business

There has been no change in the nature of business of the Company. Your Company continues to be a Medical Device company engaged in manufacturing surgical sutures & other medical devices with sales mainly in India.

Material changes and commitments affecting the financial position of the Company

There have not been any material changes affecting the financial position of the Company between the end of the financial year and the date of this report.

Share Capital

The paid up equity share capital of the Company as on March 31, 2015 was Rs.364.83 Lakhs. During the year under review, the Company has not issued shares with differential Voting Rights nor granted Stock options nor Sweat Equity.

Deposits

The company has not accepted any fixed deposits from the public.

Directors and Key Managerial Personnel

Shri Devraj T. Poojary [DIN : 02041726] who retires by rotation and, being eligible, offers himself for reappointment. The Company has received separate notices from a member under Section 165 of the Companies Act, 2013, signifying its intention to propose Shri Devraj T. Poojary[DIN : 02041726] as candidate for the office of Executive Director of the Company at the forthcoming 20th Annual General Meeting. The necessary resolutions proposing appointment of Executive Director is being placed before the Shareholders for approval.

Ms. Anuradha Kashikar (DIN : 00804831) who was appointed by the Board of Directors as an additional Director of the Company with effect from March 27, 2015 and who holds office upto the date of this 20th Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ("Act") and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company be and is hereby appointed a Director of the Company.

The Board has Independent Non-Executive Director based on fit & proper criteria ~ qualification, expertise, track record, integrity etc. With the enactment of the Companies Act, 2013 ('the Act') it is mandatory for every listed Company to appoint requisite number of 'Independent Directors' as defined in Section 149(6) of the Companies Act, 2013. The Company, in compliance with the Listing Agreement, has already appointed Shri Sunil C. Modi [DIN : 03103966], Shri Bhushan S. Limaye [DIN : 00804930] and Shri Jagadish B. Shetty [DIN : 00731896] as Independent Non-Executive Directors of the Company on the Board. The Board is of the opinion that the existing Independent Directors fulfil the criteria as specified in Section 149 of the Companies Act, 2013 & the Rules made thereunder.

Further Ms. S. Mhatre resigned as Chief Financial Officer on March 31, 2015. The Board on recommendation of Nomination and Remuneration Committee appointed Ms. Anuradha Kashikar as Chief Financial Officer w.e.f. April 1, 2015.

Board Evaluation

We at CENTENIAL believe in striving and excelling against contenders not only through products and initiatives but also through effective and efficient Board Monitoring. As required under the Companies Act, 2013 and the Listing Agreement, an evaluation of all the Directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board. The details of the said evaluation have been enumerated in the Corporate Governance Report, which is annexed to the Boards' Report.

Managerial Remuneration Policy

The policy on appointment and remuneration of Directors and Key Management Personnel provides an underlying basis and guide for human resource management, thereby aligning plans for strategic growth of the Company. While deciding on the remuneration for Directors and Key Management Personnel, the Board and the Nomination and Remuneration Committee consider the performance of the Company, the current trends in the industry, the qualifications of the appointee(s), their experience, past performance and other relevant factors. The policy is pursuant to Section 178(4) of the Companies Act, 2013 and clause 49(IV) (B) (4) of the Listing Agreement.

Loans, Guarantees or Investments

Loans, guarantees and investments (if any) covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation. The Board during the financial year 2014 ~ 2015 met 04 (Four) times. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Director's Report.

Committees on Board

Pursuant to Section 178 of the Companies Act, 2013, the Company has changed the name of Remuneration Committee and Share Transfers and Shareholders / Investors Grievance Committee to "Nomination and Remuneration Committee" and "Stakeholders' Relationship Committee" respectively.

Directors Responsibility Statement

In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirm the following:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Company is responsible for establishing and maintaining adequate and effective internal financial controls with regard to its business operations and, in the preparation and presentation of the financial statements, in particular, the assertions on the internal financial controls in accordance with broader criteria established by the Company. Towards the above objective, the Directors have laid down internal financial controls based on internal controls framework established by the Company, which in all material respects were operating effectively as at March 31, 2015.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. The Company has substantially complied with material provisions of such acts and regulations as are relevant for its operations.

Related Party Transactions

Transactions with related parties are in the ordinary course of business and also on arms' length pricing basis. Prior omnibus approval from the Audit Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis.

There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 — 'AOC-2'.

Auditors

Statutory Auditors

Messrs. A. Vijay Kumar & Co., Chartered Accountants, Firm Registration No.009824S who are Statutory Auditors of the Company shall hold office till the conclusion of the forthcoming 20th AGM and are eligible for reappointment, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Messrs A. Vijay Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company pursuant to the provisions of Sections 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the retiring Statutory Auditors, to be appointed as Auditors of the Company to hold office from the conclusion of this 20th Annual General Meeting (AGM) till the conclusion of the 23rd Annual General Meeting of the Company to be held in the year 2018 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out of pocket expenses, as may be mutually agreed between the Managing Director of the Company and the Auditors. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

Cost Auditors

In compliance with the Central Government's order No.52/26/CAB-2010 dated June 30, 2011, the Board had Messrs S. S. MANI & Company, Cost Accountants (Firm Registration Number 000412) appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the products Surgical sutures and medical devices for the financial year ending March 31, 2015. However, both the partners of Messrs S. S. Mani & Co. have expired. We have now appointed Messrs Kalpana P. Mehta & Co. having Firm Registration No. 102813 as Cost Auditors. Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has recommended appointment of said cost auditor for the Financial Year 2014 ~ 2015.

Secretarial Auditors

Messrs H. S. Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for Financial Year 2014 ~ 2015, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The secretarial audit reports for Financial Year 2014 ~ 2015 forms the part of the Annual Report as Annexure A of the Director's Report. The Board has appointed Messrs H. S. Associates, Company Secretaries, as Secretarial Auditor of the Company for Financial Year 2015 ~ 2016.

Company is in the process of appointing a Company Secretary as required pursuant to provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Governance Code

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Certificate of Messrs A. Vijay Kumar & Co., regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith.

Management discussion and analysis

Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants & the Internal Complaints Committee, whilst dealing with issues related to sexual harassment at the workplace towards any women employees. AH women employees (permanent, temporary, contractual & trainees) are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological. During the year under review, the Internal Complaints Committee has not received any complaint pertaining to sexual harassment.

Conservation to energy, technology absorption, foreign exchange earnings & outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure B to the Director's Report. Your Company continuous to focus on research and development activities towards the upgradation of technology, development, testing and certification of atraumatic needles and sutures for conformity to new Indian / International standards and export market. The Company has installed new machinery designed to its special requirements and has been able to save in cost of production and also manufacture products to various surgeons specifications. Besides development work for several new product codes for exports has been undertaken. Emphasis on new product codes development and process improvement will continue to be the priority areas of our research and development activity, enhancement in quality and service to our customer.

Extract of Annual Return

An extract of the Annual return has been annexed as Annexure C to the Director's Report in compliance with Section 92 of the Companies Act, 2013 read with applicable Rules made thereunder.

Internal Control Systems and their Adequacy

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. Messers Vora and Associates, Chartered Accountants, are appointed with scope of the Internal Audit (IA) duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures.

Whistle Blower Policy / Vigil mechanism

The Company has implemented a whistle blower policy, whereby employees, Directors and other stakeholders can report matters such as generic grievances, misconduct, misappropriation of assets and non-compliance to code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Director's Report.

Nomination and Remuneration Committee

The Nomination & Remuneration Committee is constituted in line with the regulatory requirements of Section 178 of the Companies Act, 2013 & Clause 49 of the Listing Agreement. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Director's Report.

Other Matters

The officials of the Company have been falsely implicated vide a First Information Report filed on January 2, 2012 at the Anti-Corruption Branch, Delhi. The officials of the Company are cooperating with investigations.

People and Safety

CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the Company were cordial throughout the business year under review.

Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

Transfer to reserves

We have transferred Rs.191.50 Lakhs to the General Reserves, which constitute 100% of the net profits of the Company. Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. Since no dividend has been paid this Section is not applicable to our company.

Subsidiaries and Joint ventures

The Company has no subsidiary and not entered in joint ventures.

Employee Stock Option Plan (ESOP)

The Company does not have an Employee Stock Option Plan ('ESOP').

Research and Development

The Company's research & development activities continue to be directed towards up gradation of technology and development of new product codes and packaging lines. Your Company's commitment is to meet and exceed those expectations.

Credit Ratings

CRISIL continued to reaffirm their rating of "BBB / Stable" and "A3 ", for various banking facilities throughout the year enabling your Company to avail facilities from bank(s) at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

ISO 9001 : 2008 Certification

Our Company is ISO 9001:2008 certified and the stringent ISO 9001:2008 system means effective control over every step to achieve true Quality Assurance for our products.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement. None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013.

Acknowledgments

Your Directors would like to express their appreciation for the assistance and co-operation received from the Food and Drugs Administration, Banks, Government Authorities, Surgeons, Hospitals, Nursing homes, the committed services by our Executives, Staff and Employees, to the members of the Board for their guidance who contributed to the success of our Company.

By Order of the Board of Directors For CeNTENIAL SURGICAL SUTURE LTD.

Sd/- Vijay MAJREKAR Place of Signature : Mumbai, Maharashtra Managing Director Date : August 13, 2015 DIN : 00804808

Registered Office:

F-29, MIDC, Murbad, Thane 421401. Maharashtra. Corporate Identification Number: L99999MH1995PLC089759 Email: [e-mail] ::: Website : www.centenialindia.com Tel: [phone] / Fax: [phone]

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Mar 31, 2013

To the Shareholders,

The Directors have pleasure in submitting the 18th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2013.

The financial year 2012 - 2013 under review was marked by a global slowdown, extreme currency volatility, prominent and severe natural disasters.

Financial Performance

Financial Results of the Company''s operation for the year under review are as follows:

Rs.in Lakhs

For the year ended March 31 2013 2012

Net Profit before Depreciation & Taxation 316.73 310.52

Less: Depreciation 57.58 58.76

Provision for Deferred Taxation (0.40) 0.00

Provision for Taxation / Written Off 101.78 100.87

Net Profit/(Loss) 157.37 150.89

Add : Balance from Last Year 1046.94 896.05

Prior Period Profit adjustments 0.00 0.00 Less: Appropriation 0.00 0.00

Transfer to Reserves Loss carried to 1204.30 1046.94

Balance Sheet

The year under review witnessed a lot of challenges with growing competition and changes in surgeons/customers preference. Further details of operations are given in the management discussion and analysis report, which forms part of this report. During the Financial Year 2013 - 2014, the Company will continue to focus on driving in its established key growth brands. Your Company has always placed primacy on Quality for growth and believes it will continue to stand them in good stead.

CENTENIAL''s leadership team has demonstrated its capability and strategic intent, and will continue to explore other growth opportunities in alignment with our vision. We are confident about the future and grateful for the goodwill and support of our Surgeons. We take this opportunity to thank all the Surgeons for their continuing support. I am also indebted to the Highly Educated Members of the CENTENIAL Board for their guidance and to the Honest, Loyal and Committed Employees.

Our values always guide us, and our history and heritage as a Company, in one word, stands for trust, service and high Quality. Our demanding standards of governance have set us apart, even more, now, and in the future. Clearly, investors and employees will appreciate and learn to value differentiate between organisations like ours that are ethical, honest, well-governed and transparent, and others, for whom governance is a platitude. This is a huge strength, built over time into our genetic coding. It will always stand us in good stead. We are focusing on building strong administrative and support functions and have concurrently invested in systems for financial accounting, accurate billing, objective legal system, strong human resources and excellent Quality. We have a brand name which stands for Quality, Reliability, Commitment and Integrity.

Operations

The Company registered sales of Rs.5408.74 lakhs in the financial year ended March 31, 2013, clocking a growth of 3.06% over the corresponding 12 months period ended March 31, 2012. The results for the year show net profit after tax of Rs.157.37 lakhs as compared to the net profit after tax of Rs.150.89 lakhs. The earnings per share increased from Rs.4.14 in 2011 ~ 2012 to Rs.4.31 in the year under review.

More than 95% of the current workforce has grown with us, with some clocking more than ten years. They realise the value of Education, Loyalty, Honesty, Success, Committment, Sincerity, Hard Work required to sustain this success. They have been an important part of the journey of creating value leadership. We think our holy spirit and our resolve are something, which cannot be replicated. This indeed is a defining value.

ISO 9001: 2008 Certification

Your company is ISO 9001 : 2008 certified. The stringent ISO 9001 : 2008 system means effective control over every step to achieve true quality assurance for our products.

Research and Development

The Company''s research & development activities continue to be directed towards upgradation of technology and development of new product codes and packaging lines. Your Company''s commitment is to meet and exceed those expectations.

People and Safety

Your Company believes the most valuable asset of every company is its human resource. CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the Company were cordial throughout the business year under review.

Dividend

While placing on record their deep concern, the Directors decided that in view of the inadequate profits it would not be possible to declare dividend as there was a need to conserve the profits for better financial health and need for working capital to the company. Your Directors after careful consideration of the financial accounts of the company have not recommended any dividend to the equity shareholders of the company.

Directors

During the year, Shri Sunil C. Modi, Independent Non Executive Director of the Company since June 10, 2010, a Bachelor of Commerce from Mumbai University and also a practicing Chartered Accountant is retiring by rotation and being eligible offers himself for re-appointment. Shri Sunil H. Jain, a Bachelor of Commerce from Mumbai University and Chartered Accountant, Independent Non Executive Director of the Company since March 1, 2002 resigned on April 23, 2013. We place on record our sincere appreciation for the contributions made by Shri Sunil H. Jain during his tenure as Independent Non Executive Director of the Company. On May 9, 2013, Shri Jagadish B. Shetty, a Bachelor of Commerce from Mumbai University and also a practicing Chartered Accountant joined the Board as Independent Non Executive Director of the Company based on fit & proper criteria ~ qualification, expertise, track record, integrity etc.

Other Matters

The officials of the Company have been falsely implicated vide a First Information Report filed on January 2, 2012 at the Anti Corruption Branch, Delhi. The Company is cooperating with investigations.

Directors Responsibility Statement

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i). in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii). the Company has in the selection of accounting policies, consulted the Statutory Auditors and these have been consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the Profit of the Company for the year ended on that date.

iii). the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv). the annual accounts have been prepared on a "going concern" basis.

Deposits

The Company has not accepted any deposits under section 58A of the Company''s Act, 1956 during the year.

Corporate Governance Code

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Certificate of Messrs Vipul N. Shah & Associates, regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith.

Compliance Certificate

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by Messrs HS Associates, Company Secretaries in Practice, is annexed hereto.

Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

Subsidiaries

Since the Company has no subsidiaries, Section 212 of the Companies Act, 1956 does not apply.

Auditors

Messrs Vipul N. Shah & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting. However, they have expressed their unwillingness to be appointed as Statutory Auditor for the next financial year i.e. 2013-2014. Therefore the Board of Directors have recommeded appointment of Messrs A. Vijay Kumar & Co., Chartered Accountants, Firm Registration No.009824S as Statutory Auditors of the Company who have expressed their willingness & confirmed that their appointment, if made, would be in conformity with the limits specified under the provisions of Section 224 (1)(B) of the Companies Act, 1956.

General

The particulars relating to conservation of energy, technology absorption, foreign exchange earning and out goings are given in Annexure ''A'' & information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure ''A'' of this report. The particulars of employees required to be furnished under Section 217 (2A) of the Companies Act, 1956 read with the rules thereunder, forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employess. Any shareholder interested in obtaining a copy may write to the Company.

Acknowledgment

Your Directors would like to express their appreciation for the assistance and co-operation received from the FOOD AND DRUGS ADMINISTRATION, Banks, Government authorities, Surgeons, Hospitals, Nursing homes, Customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Employees, thankful to the members of the Board for their insight and guidance and to all the members of the management team and employees who contributed each day to the success of our company.

for and on behalf of the Board of Directors

CENTENIAL SURGICAL SUTURE LTD.

Sd/-

Mumbai Vijay Majrekar

June 26, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report together with the audited Accounts for the year ended March 31, 2012.

The financial vear 2011 - 2012 under review was unusual and one of the most challenging in memory, marked by a global slowdown, extreme currency volatility, prominent and severe natural disasters - particularly in Japan. The tragic earthquake and tsunami in Japan in March 2011, shows the vulnerabilitv of our company's atraumatic needle supplv to external shocks and were severely impacted bv the earthquake and tsunami and its after- effects. The Company however, managed to avoid any significant production disruption by working with its reserve inventory and overall supply base to temporarily resource atraumatic needles and help our Japanese suppliers to stablise production.

Financial Performance

Financial Results of the Company's operation for the year under review are as follows:

Rs. in Lakhs

For the year ended March 31 2012 2011

Net Profit before Depreciation & Taxation 310.52 385.63

Less: Depreciation 58.76 64.69

Provision for Deferred Taxation 0.00 0.13

Provision for Taxation / Written Off 100.87 112.95

Net Profit/(Loss) 150.89 207.85

Add : Balance from Last Year 896.05 688.20

Prior Period Profit adjustments 0.00 0.00

Less: Appropriation 0.00 0.00

Transfer to Reserves Loss carried to 1046.94 896.05 Balance Sheet

The year under review witnessed a lot of challenges with growing competition and changes in surgeons/customers preference. The key challenge was to concurrently lay emphasis on the short term actions to restore market position, substantial product development, marketing efforts and the long term initiatives aimed to grow the fastest growing segments/regions. As you are aware, your Companv is pursuing the vision to be in volume business so as to distribute costs more effectively. Views differ on how long this trend of uncertain outlook would continue but the Company is prudently building a measure of flexibility into its plans to meet any eventuality but at the same time is not diluting its product market capability build up to national player. Further details of operations are given in the management discussion and analvsis report, which forms part of this report. During the Financial Year 2012 - 2013, the Company will continue to focus on driving in its established key growth brands and launching new brands in the market. Promoting commercial innovation to bring value to customers in an ethical manner is a priority for the Companv. Various innovative marketing methods have been initiated to achieve this goal. In case of surge in demand, the Companv has adequate capacity to manufacture sutures required for the business. Further, the company is reviewing the production plan at regular intervals and has the ability to add modules of capacity to short cycle times to meet demand increases. This commercial innovation will continue to remain a focus area for the year 2012 - 2013. The Company will continue to build on the strengths and ever endeavoring to be surgeon centric and your Companv is confident to address the opportunities that the new financial year offers and overcome the challenges. Your Company has always placed primacy on quality and technology leadership for growth and believes it will continue to stand them in good stead. In summary, the Company has prepared well for the challenging economic scenario expected in the future, reasonable growth as well as the upcoming competition in the Suture industry. To live up to these responsibilities, now and in the future, the Company is recalibrating business model with a definite and reasonable objective and further sharpen our focus on wavs and means to rationalize cost, economies of scale, insulation against raw material price volatility to cater our domestic customers.

CENTENIAL SURGICAL SUTURE LTD., is well known in the suture industry as a manufacturer of superior atraumatic needled surgical sutures. Everything that CENTENIAL SURGICAL SUTURE LTD., manufactures is backed by years of experience. SUTURES bearing the CENTENIAL SURGICAL SUTURE LTD., name are of correct design and superior quality. Each suture is fully guaranteed as to quality and workmanship. Today, in addition to the recognition for excellence achieved in the areas of Cardiovascular Sutures, CENTENIAL SURGICAL SUTURE LTD., also provides a broad range of medical devices manufactured to our traditionally high standards of quality and value. We, at CENTENIAL, remain steadfast in our vision of making CENTENIAL an outstanding global sutures provider and an institution of excellence which operates on the principles of Quality and Ethics ~ a sales & marketing network that leverages learning across geographies the finest sutures ~ all to the ultimate benefit of the patient.

This vision positions CENTENIAL as a leader in an industry where the gap, between demand for Quality sutures and to meet that demand, remains enormous. India becoming important market for healthcare increases in parallel with economic growth. CENTENIAL recognises this opportunity and working towards becoming the company of choice for sutures.

The business year 2011 - 2012 has seen your company strengthen its base as it advances closer towards realising its ambitious vision, untiring dedication and commitment. This has been an eventful year with a significant release of numerous codes of antibacterial sutures on the domestic front. A strong presence across India helped CENTENIAL build a solid platform that has positioned us for international growth, in line with the company's strategy to extend its presence globally and meet growth opportunities in alignment with our vision.

At the end of this fiscal, CENTENIAL has emerged even stronger and more prepared for the next year. CENTENIAL's leadership team was demonstrated our capability and strategic intent, and we will continue to explore other growth opportunities in alignment with our vision. We are confident about the future and grateful for the goodwill and support of our Surgeons. We take this opportunity to thank all the surgeons for their continuing support. I am also indebted to the members of the CENTENIAL Board for their guidance and to the employees of the CENTENIAL.

Two of the three pivotal of the Human Development index are Health and Education. This underlines the fact that the growth and development of any country is largely dependent on the state of its health and education dispensing systems and structures. While advancement has been made by INDIA in both these spheres, the potential for improvement still remains immense. Recognising the importance of health in the process of economic and social development and in improving quality of life, the Indian government has launched various schemes. Apart from reforms on the public healthcare front, there are initiatives by the central government which have helped in promoting private participation in the healthcare sector. The government is giving tax incentives to hundred-bed hospital to encourage private players to set up new Greenfield hospital's across India. Your company is engaged in the business of improving and saving lives; it is humbling to think of impact we make each day on the thousand of people that seek our sutures and medical devices for themselves and their loved once. We clearly have an integral role to play in India's development and a duty to deliver quality SUTURES with a compassionate approach, in a caring environment, to those that need sutures & medical devices.

CENTENIAL, through its various upcoming products will add considerably to its sales in the coming years. SUTURES form the core of CENTENIAL's business approach and this unwavering patient-centric focus that has made our company preferred choice in the sutures space. CENTENIAL continues to bring in the finest suture and atraumatic needles and explore newer ways of offering the very best suture codes in the suture industry. Your company believes in delivering results by employing the best technology and setting industry benchmark in the process. This, for your company, was just another setup forward in its relentless in its pursuit of the next level of Quality sutures and capability.

While our emphasis remains on growth in the domestic market, we clearly have ambitions of taking the CENTENIAL value proposition. We are convinced that the benefit realized from such platforms are many, including access to a wider talent pool, cost saving on account of economies of scale and an environment of cross-poliination in terms of learning and experience.

The Company will invest in strong operating system, robust processes and talented people, with an unwavering focus on medical excellence and patient-centric healthcare. Our business model builds the strength of our accumulated experience and extensive domain knowledge of the sector. We continue to evolve as we walk the path of ever- improving quality with an eye on delivering reliable, accessible and affordable sutures of a global standard.

The growth story continues at CENTENIAL. Apart from new hospitals, the Company grew in existing facilities as well; by adding new equipments, improving infrastructure and enhancing capability through technology. We take pride in knowing that some of the best Surgeons in INDIA using CENTENIAL sutures. The company has sharpened its focus on quality and building a quality agenda in Indian healthcare. We have achieved cost-saving synergies very rapidly and have implemented several initiatives to improve productivity. These will continue going forward.

Our strategy remains firmly focused on creating new benchmarks in each of the specialties, by innovating new modalities of sutures and offering our customers a unique value proposition. To enable and enhance this process we are strengthening our systems and protocols and investing resources to improve the competencies of our people. We recognise that our brand of sutures delivery is entirely dependent on the standard of service we provide to our surgeons and will focus its energy entirely on enhancing customer experience, has been added to enable the organization to meet and exceed their expectations.

As we move forward we will continue to strengthen the synergy between our distinctive products and the acumen of our marketing personnel. We will back this with strong management principles to deliver on the vision of excellence in patient care that drives us. Your company has the right combination of ambition, innovation and agility to compete and excel in the ever-changing world of modern sutures.

As we look at the numbers in the current maelstrom, whilst our revenues and profits have been impacted across businesses, in relative terms, measured against the earlier years, we have stood our ground. Without doubt, we are facing our toughest challenge, but we will scale up our core products while providing direction to newer areas of growth. We believe that tough times don't last, tough people do. At a time like this, we constantly remind ourselves our values and beliefs that our collective endeavour as an organisation is to build businesses for the long haul. In the past too, there have been sharp swings in business cycles and there will be more of these in the future, though hopefully not of the magnitude and ferociousness we are seeing today. And each time in the past we have come out of the eve of the storm, we have emerged fitter and stronger and the passion for Innovation is vibrant and urgent.

Our values always guide us, and our history and heritage as a company, in one word, stands for trust, service and high Quality. Our demanding standards of governance have set us apart, even more, now, and in the future. Clearlv, investors and employees will appreciate and learn to value differentiate between organisations like ours that are ethical, honest, well-governed and transparent, and others, for whom governance is a platitude. This is a huge strength, built over time into our genetic coding. It will always stand us in good stead. We are focusing on building strong administrative and support functions and have concurrently invested in systems for financial accounting, accurate billing, objective legal system, strong human resources and excellent Quality.

The workforce strength on our payroll is a balanced blend of youth and experience. A common culture flows through the entire company, which values persistence and focus. Our workforce is empowered to handle operations independently as they have a better understanding of the operations and realities. Our company regards learning as an ongoing process, because, it's the industry expertise and skills we possess, that help us in understanding our SURGEON'S better.

Our values always guide us, and our history and heritage as a company, in one word, stands for trust, service and high Quality. Your company will exploit its strengths in cardio and vascular sutures business and exploring growth opportunities. Clearly the way to succeed in this market is through improved processes and enhanced production of the right Quality.

We have a brand name which stands for Quality, Reliability, Commitment and Integrity. The CENTENIAL name is pronounced with great deal of respect, in domestic as well as international markets. It has been created through sheer sincere dedication. This makes us believe that it will be long lasting and something we can build further on.

To further vour company's growth, the Cardio Vascular products is being given additional impetus. New production lines have been established to increase the production substantially in the coming years. The management of your company is planning to increase the market share of Cardio Vascular products business. Confidence in our products will further accelerate the success rate in the coming years. Considering the challenging business environment your Company's performance can be termed as satisfactory.

Operations

The Company registered sales of Rs.5247.98 lakhs in the financial year ended March 31, 2012, clocking a growth of 4.45% over the corresponding 12 months period ended March 31, 2011. The results for the year show net profit after tax of Rs. 150.89 lakhs as compared to the net profit after tax of Rs.207.85 lakhs. The earnings per share decreased from Rs.5.70 in 2010 - 2011 to Rs.4.14 in the year under review. The Company's profitability declined besides other expenses being higher, due to extreme currency volatility, high inventory costs, higher selling overheads, rising staff/labour costs and rising material/ interest/finance costs. To mitigate any risks due to material cost increase, the company continues to work on material cost optimization through deep dives, value production and alternative sourcing to sustain profitability to the extent feasible.

Many established surgeons have tried our products and started using them continuously and the trends are encouraging. The technical functioning of our plant as indicated by the above-mentioned results, the capacity utilisation's was quite satisfactory and production levels were selectively improved as required.

As a measure of performance which aims to deliver a better deal to all the stakeholders of the company, be it customers, employees, shareholders, the community and the environment. Our customers have never wavered in their unanimous opinion of our capability and our commitment to serve them. A strong and satisfied client base is more than borne out by the fact that we still continue to draw 80% of our business from repeat customers.

The passion for innovation is vibrant and urgent. It also gives us happiness that SURGEON'S have reposed faith in our ability to make a difference. We have a brand name, which stands for reliability, commitment and SAFETY. The CENTENIAL name is pronounced with great deal of respect, in the domestic market. It has been created through sheer dedication. This makes us believe that it will be long lasting and something we can build further on. The quality of management and the professionals of the company is the true reputation builder of the company. More than 95% of the current workforce has grown with us, with some clocking more than ten years. They realize the value of success and the hard work required to sustain this success. They have been an important part of the journey of creating value leadership. We think our spirit and our resolve are something, which cannot be replicated. This indeed is a defining value.

ISO 9001 : 2008 Certification

Your company is ISO 9001 : 2008 certified. The stringent ISO 9001 : 2008 system means effective control over even' step to achieve true quality assurance for our products.

Research and Development

Your Company strongly believes that sustained growth in this suture industry can be achieved through continuous pursuit for innovation. Maintaining World Class Quality Standards is an obsession with top management that percolates to everv level, making CENTENIAL facilities and products a landmark. Everyday Surgeon's expectations continually increase. The Company's research & development activities continue to be directed towards upgradation of technology and development of new product codes and packaging lines. Your company's commitment is to meet and exceed those expectations.

People and Safety

Your Company believes the most valuable asset of every company is its human resource. CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the company were cordial throughout the business year under review. This year's results were possible due to the excellent individual and team efforts of our employees. The Board of Directors take this opportunity to thank them for their efforts and for those that will come this business year. The Board of Directors wish to place on record their sincere appreciation for the continued support and excellent work of all the employees.

Dividend

Your Directors after careful consideration of the financial accounts of the company have not recommended any dividend to the equity shareholders of the company. While placing on record their deep concern, the Directors decided that in view of the inadequate profits it would not be possible to declare dividend as there was a need to conserve the profits for better financial health and need for working capital to the company.

Preferential Issue

Extraordinary General Meeting of the members was held on Saturday, the 18th day of January, 2012, at 4.30 p.m., at the Registered Office: F-29, MIDC, Murbad, Thane 421401 to increase the present Authorised Capital of Rs. 7,50,00,000/ - divided into 75,00,000 Equity Shares of Rs. 10/- each and in order to meet eventualities such as augmenting resources, issue of shares etc., it was proposed to increase the Authorised Capital to Rs. 9,00,00,000/- divided into 90,00,000 Equity Shares of Rs. 10/- each. The same was proposed to pay unsecured loans by issuing preferential allotment in the future date to allot 23,33,333 Equity Shares Rs. 10.00 (Rs. Ten only) each at a premium of Rs. 2.00 each aggregating to an issue price of Rs. 12.00 each at cash to promoter - 250000 and 2083333 to body corporate. The object of the issue of the equity shares by way of the proposed preferential offer was to convert the unsecured loans to equity shares of the company as it was considered more feasible rather than borrowing from banks and other sources for repayment of the unsecured loans, which are attributed to heftv interest payment. Also the financing of unsecured loans from the preferential issue will directly benefit the working capital needs of the Company for the growth of the Company. Therefore, it was proposed to raise an amount not exceeding Rs. 3,16,20,000 (Rs. Three Crores Sixteen Lakhs Twenty Thousand Only) bv issue of 26,35,000 Equity shares of Rs. 10.00 (Rs. Ten only) each at price of Rs. 12.00 (^Twelve only) per share, through preferential allotment of Convertible Warrants with the approval of the Shareholders by way of Special Resolution & the proposal was placed for approval. The above resolutions were not approved by the shareholder's & hence the proposal to increase authorized capital and allot equity shares to convert the unsecured loans and to raise long term resources, to strengthen the financial position and net worth and for general corporate purposes, and taking into consideration, the performance and positive outlook of the company, as well as the strategy and growth plan, and in order to conserve the valuable funds of the company and to augment the working capital of the Company remained unresolved.

Directors

During the year, Shri B. S. Limaye, Independent Non Executive Director of the Company is retiring bv rotation and being eligible offers himself for re-appointment.

Directors Responsibility Statement

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i). in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii). the Company has in the selection of accounting policies, consulted the Statutory Auditors and these have been consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view df the state of affairs of the Company as at March 31, 2012 and of the Profit of the Company for the year ended on that date.

iii). the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv). the annual accounts have been prepared on a "going concern" basis.

Deposits

The Company has not accepted any deposits under section 58A of the Company's Act, 1956 during the year.

Particulars of employees

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, the name and other particulars of the employee are set out in the annexure to the Directors Report.

Corporate Governance Code

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Certificate of Messrs Vipul N. Shah & Associates, regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith.

Compliance Certificate

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by Messrs HS Associates, Company Secretaries in Practice, is annexed hereto.

Conservation of energy, technology absorption, foreign exchange earning and out goings

Conservation of energy continues to be a priority area for the Company and efforts are directed to reduce energy costs. Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is given in the annexure to this report.

Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

Subsidiaries

Since the Company has no subsidiaries, Section 212 of the Companies Act, 1956 does not apply.

Auditors

Messrs Vipul N. Shah & Associates, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a certificate from

Messrs Vipul N. Shah & Associates, Chartered Accountants, Auditors, proposed to be re-appointed, to the effect that their reappointment, if made, would be in conformity with the limits specified under the provisions of section 224 (IB) of the companies Act, 1956.

Acknowledgment

We would like to thank you for the support and faith you have shown in us, and look forward to a fruitful relationship for years to come. We would like to thank all the stakeholders for their trust and support. I am also thankful to the members of the Board for their insight and guidance. I would also like to extend a special thank you to all the members of the management team and employees who contributed each day to the success of our company. Your Directors also place on record their deep sense of appreciation for the services rendered by the employees of the company.

for and on behalf of the Board of Directors CENTENIAL SURGICAL SUTURE LTD.

Mumbai Vijay Majrekar

August 13, 2012 Chairman & Managing Director

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Mar 31, 2011

To the Shareholders,

The Directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011. This is the sixteenth year in the journey of Centenial Surgical Suture Ltd.

Our world grows more complex everyday and we encounter increased challenges. The CENTENIAL management and its staff have risen to challenges for more than 16 years, with commitment, hard work and are confident we will continue to do so in the years' ahead. Through all these years, our Company has faced many tough times and enjoyed equal moments of glory. Everything is worth it, if one is able to create lasting values and a strong core. In the past too, there have been sharp swings in business cycles and there will be more of these in the future, though hopefully not of the magnitude and ferociousness we are seeing today. And each time in the past we have come out of the eye of the storm, we have emerged fitter, stronger and the passion for Innovation is vibrant and urgent. We have been able to create a foundation, which is enabling us to overcome challenging times such as now and helping us to adapt to the current situation while retaining our strength to fulfill the long-term vision.

Our values always guide us, and our history and heritage as a company, in one word, stands for trust, service and high Quality. Our demanding standards of governance have set us apart, even more, now, and in the future. Clearly investors and employees will appreciate and learn to value and differentiate between organisations like ours that are ethical, honest, well-governed and transparent, and others, for whom governance is a platitude. This is a huge strength, built over time into our genetic coding. It will always stand us in good stead. We are focusing on building strong administrative and support functions and have concurrently invested in systems for financial accounting, accurate billing, objective legal system, strong human resources and excellent Quality. Your company will exploit its strengths in cardio and vascular sutures business and exploring growth opportunities. Clearly the way to succeed in this market is through improved processes and enhanced production of the right Quality. Despite the negativity of growth we are confident that your company will give an encouraging performance during this financial year, with higher sales growth and improved profitability as compared to the previous year. This would have a long lasting positive impact on both yield levels and productivity.

We have a brand name which stands for Quality, reliability, commitment and integrity. The CENTENIAL name is pronounced with great deal of respect, in domestic as well as international markets. It has been created through sheer sincere dedication. This makes us believe that it will be long lasting and something we can build further on.

In July 2011, our Company completed its 16th year of operations. Market conditions have been challenging. Credit allocation is a factor to contend with. Your Company has been working through this demanding situation to ensure that viable produsts move forward. In some cases, we have been successful. Your Company continues to be impacted adversely by prices. This has resulted in higer accumlation of receviables and with the sale of products at a discounted prices resulting lower sales and profitability.

To further your company's growth, the Cardio Vascular products is being given additional impetus. New production lines have been established to increase the production substantially in the comming years. The management of your company is planning to increase the market share of Cardio Vascular products business. Confidence in our products will further accelerate the success rate in the coming years. Considering the challenging business environment your Company's performance can be termed as satisfactory.

Financial Performance

Financial Results of the Company's operation for the year under review are as follows:

For the year ended For the year ended 31.3.2011 31.3.2010

Net Profit before Depreciation and Taxation 3,85,62,683 3,07,75,597

Less : Depreciation 64,69,294 72,18,584

Provision for Deferred Taxation 12,978 3,16,002

Provision for Taxation 1,12,95,065 77,40,027

Net Profit/(Loss) 2,07,85,346 1,55,00,981

Add : Balance from Last Year 6,88,20,216 5,33,19,235

Prior PeriodProfit adjustments

Less : Appropriation 0 0

Transfer to Reserves Loss carried to Balance Sheet 8,96,05,562 6,88,20,216

Operations

During the business year 2010 - 2011, achieved a turnover of Rs.5024.53 Lakhs for the financial year under review (Previous year Rs.4763.76 Lakhs). We believe that tough times don't last, tough people do. At a time like this, we constantly remind ourselves, that our collective endeavour as an organization is to build businesses for the long haul. In the past too, there have been sharp swings in business cycles and there will be more of these in the future, though hopefully not of the magnitude and ferociousness we are seeing today. And each time in the past we have come out of the eye of the storm, we have emerged fitter and stronger. Many established surgeons have tried our products and started using them continuously and the trends are encouraging. The technical functioning of our plant as indicated by the above-mentioned results, the capacity utilisation's was quite satisfactory and production levels were selectively improved as required. With a noticeably lower sales partially due to lower exports and profitability performance during the current year, the Directors regret that they are still not in a position to recommend a dividend.

As a measure of performance which aims to deliver a better deal to all the stakeholders of the company, be it customers, employees, shareholders, the community and the environment. Our customers have never wavered in their unanimous opinion of our capability and our commitment to serve them. A strong and satisfied client base is more than borne out by the fact that we still continue to draw 80% of our business from repeat customers.

Even after sixteen years, the passion for innovation is vibrant and urgent. It also gives us happiness that SURGEON'S have reposed faith in our ability to make a difference. We have a brand name, which stands for reliability, commitment and SAFETY. The Centenial name is pronounced with great deal of respect, in the domestic market. It has been created through sheer dedication. This makes us believe that it will be long lasting and something we can build further on. The quality of management and the professionals of the company is the true reputation builder of the company. More than 95% of the current workforce has grown with us, with some clocking more than ten years. They realize the value of success and the hard work required to sustain this success. They have been an important part of the journey of creating value leadership. We think our spirit and our resolve are something, which cannot be replicated. This indeed is a defining value.

ISO 9001 : 2008 Certification

Your company is ISO 9001 : 2008 certified. The stringent ISO 9001 : 2008 system means effective control over every step to achieve true quality assurance for our products.

Research and Development

Your Company strongly believes that sustained growth in this suture industry can be achieved through continuous pursuit for innovation. Maintaining World Class Quality Standards is an obsession with top management that percolates to every level, making CENTENIAL facilities and products a landmark. Everyday Surgeon's expectations continually increase. The Company's research & development activities continue to be directed towards upgradation of technology and development of new products. Your company's commitment is to meet and exceed those expectations.

People and Safety

Your Company believes the most valuable asset of every company is its human resource. CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the company were cordial throughout the business year under review. This year's results were possible due to the excellent individual and team efforts of our employees. The Board of Directors take this opportunity to thank them for their efforts and for those that will come this business year. The Board of Directors wish to place on record their sincere appreciation for the continued support and excellent work of all the employees.

Dividend

Your Directors after careful consideration of the accounts of the company and the industry scenario have not recommended any dividend to the equity shareholders of the company. While placing on record their deep concern, the Directors decided that in view of the inadequate profits it would not be possible to declare dividend as there was a need to conserve the profits for better financial health of the company.

Directors

During the year, Shri S. H. Jain, Director of the Company is retiring by rotation and being eligible offers himself for re-appointment. Shri Vijay Majrekar, Managing Director of the Company is re-appointed w.e.f. October 1, 2011.

Directors Responsibility Statement

As required u/s 21 7(2AA) of the Companies Act, 1956 we hereby state:

i). that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii). that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the. financial year and of the Profit or Loss of the Company for that period.

iii). that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv). that the Directors have prepared the annual accounts on a going concern basis.

Deposits

The Company has not accepted any deposits under section 58A of the Company's Act, 1956 during the year.

Particulars of employees

In accordance with the provisions of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, the name and other particulars of the employee are set out in the annexure to the Directors Report.

Corporate Governance Code

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Certificate of Messrs Vipul N. Shah & Associates, regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith.

Compliance Certificate

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by HS Associates, Company Secretaries in Practice, is annexed hereto.

Conservation of energy, technology absorption, foreign exchange earning and out goings

Conservation of energy continues to be a priority area for the Company and efforts are directed to reduce energy costs. Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is given in the annexure to this report.

Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

Subsidiaries

Since the Company has no subsidiaries, Section 212 of the Companies Act, 1956 does not apply.

Auditors

Auditors Messrs Vipul N. Shah & Associates, Chartered Accountants, retire and being eligible offer themselves for reappointment. Members are requested to appoint them for the current year and to fix their remuneration. The report of auditors is self-explanatory and hence does not require any explanation from the Board as such.

Acknowledgment

We appreciate the continued support of our shareholders and confidence shown in us. We see a bright future for the company and for value - creation for our stakeholders. We would like to thank you for the support and faith you have shown in us, and look forward to a fruitful relationship for years to come. We would like to thank all the stakeholders for their trust and support. I am also thankful to the members of the board for their insight and guidance. I would also like to extend a special thank you to all the members of the management team and employees who contributed each day to the success of our company. Your Directors also place on record their deep sense of appreciation for the services rendered by the employees of the company.

for and on behalf of the Board of Directors CENTENIAL SURGICAL SUTURE LTD

Vijay Majrekar Chairman and Managing Director

Registered Office :

F-29, MIDQ Murbad, Thane 421401.

Murbad, Thane, August 12, 2011

---

Mar 31, 2010

The Directors have pleasure in submitting the Fifteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010. This is the fifteenth year in the journey of Centenial Surgical Suture Ltd. Our world grows more complex everyday and we encounter increased challenges. The CENTENIAL management and its staff have risen to challenges for than 15 years, with commitment and hard work. And, we are confident we will continue to do so in the years ahead. Through all these years, our Company has faced many tough times and enjoyed equal moments of glory. Everything is worth it, if one is able to create lasting values and a strong core. In the past too, there have been sharp swings in business cycles and there will be more of these in the future, though hopefully not of the magnitude and ferociousness we are seeing today. And each time in the past we have come out of the eye of the storm, we have emerged fitter and stronger and the passion for Innovation is vibrant and urgent We have been able to create a foundation, which is enabling us to overcome challenging times such as now and helping us to adapt to the current situation while retaining our strength to fulfill the Jong-term vision. Our values always guide us, and our history and heritage as a company, in one word, stands for trust, service and high Quality. Our demanding standards of governance have set us apart, even more, now, and in the future. Clearly, investors and employees will appreciate and learn to value and differentiate between organisations like ours that are ethical, honest, wetl-governed and transparent, and others, for whom governance is a platitude. This is a huge strength, built over time into our genetic coding. It will always stand us in good stead. We are focusing on building strong administrative and support functions and have concurrently invested in systems for financial accounting, accurate billing, objective legal system, strong human resources and excellent Quality Your company will exploit its strengths in cardio and vascular sutures business and exploring growth opportunities. Clearly the way to succeed in this market is through improved processes and enhanced production of the right Quality. Despite the negativity of growth we are confident that your company will give an encouraging performance during this financial year, with higher sales growth and improved profitability as compared to the previous year. This would have a long lasting positive impact on both yield levels and productivity. We have a brand name which stands for Quality, reliability, commitment and integrity. The CENTENIAL name is pronounced with great deal of respect, in domestic as well as international markets. It has been created through sheer sincere dedication. This makes us believe that it will be long lasting and something we can build further on. In July 2010, our Company completed its 15th year of operations. Market conditions have been challenging. Credit allocation Is a factor Lo contend with. Your Company has been working through this demanding situation Lo ensure that viable produsts move forward. In some cases, we have been successful. Your Company continues to be impacted adversely by prices. This has resulted in higer accumlation of receviables and with the sale of products at a discounted prices resulting lower sales and profitability. To further your companys growth, the Cardio Vascular products is being given additional impetus. New production lines have been established to increase the production substantially in the comming years. The management of your company is planning to increase the market share of Cardio Vascular products business. Confidence in our products will further accelerate the success rate in .the coming years: Considering the challenging business environment your Companys performance can be termed as satisfactory Financial Performance

Financial Results of the Companys operation for the year under review are as follows:

For the year ended For the year ended 31.3.2010 313.2009

Net Profit before Depreciation and Taxation 3,07,75,597 3,65,52,129

Less : Depreciation 72,18,584 79,94,156

Provision for Deferred Taxation 3,16,002 (97,045)

Provision for Taxation 77,40,027 1,12,09,715

Net Profit /(Loss) 1,55,00,931 1,74,45,300

Add : Balance from Last Year 5,33,19,235 4,45,04,915

Prior Period Profit adjusiments

Less: Appropriation 0 86,30,980

Transfer to Reserves Loss carried to Balance Sheet 6,88,20,216 5,33,19,235

Operations

During the business year 2009 - 2010, achieved a turnover of Rs.4763.76 Lakhs for the financial year under review [Previous year Rs,4915.31 Lakhs). We believe that tough times dont last, tough people do. At a time like this, we constantly remind ourselves, that our collective endeavour as an organization is to build businesses for the long haul. in the past too, there have been sharp swings in business cycles and there will be more of these in the future, though hopefully not of the magnitude and ferociousness we are seeing today. And each Lime in the past we have come out of the eye of the storm, we have emerged fitter and stronger. Many established surgeons have tried our products and started using them continuously and the trends are encouraging. The technical functioning of our plant as indicated by the above-mentioned results, the capacity utilisations was quite satisfactory and production levels were selectively improved as required. With a noticeably lower sales partially due to lower exports and profitability performance during the current year, the Directors regret that they are still not in a position to recommend a dividend.

As a measure of performance which aims to deliver a better deal to all the stakeholders of the company, be it customers, employees, shareholders, the community and the environment Our customers have never wavered in their unanimous opinion of our capability and our commitment to serve them, A strong and satisfied client base is more than borne out by the fact that we still continue to draw 80% of our business

from repeat customers.

Even after fifteen years, the passion for innovation is vibrant and urgent. It also gives us happiness that SURGEONS have reposed faith in our ability to make a difference. We have a brand name, which stands for reliability, commitment and SAFETY The Centenial name is pronounced with great deal of respect, in the domestic market It has been created through sheer dedication. This makes us believe that it will be long lasting and something we can build further on. The quality of management and the professionals of the company is the true reputation builder of the company. More than 95% of the current workforce has grown with us, with some docking more than ten years They realize the value of success and the hard work required to sustain this success They have been an important part of the journey of creating value leadership. We think our Spirit and our resolve are something, which cannot be replicated. This indeed is a defining value.

ISO 9001 : 2008 / ISO 13465 : 2003 / CE Certification

Your company is ISO 9001 : 2008 ; ISO 13485 : 2003 and CE certified. The stringent ISO 9001 : 2006 and ISO 13485 : 2003 system means effective control over every step to achieve true quality assurance for customers. Further the Company has obtained CE Certification for sutures. The CE symbol and the reference number of the notified body denote that the product fulfils the basic requirements in accordance with the Medical Device Directive
Research and Development

Your Company strongly believes that sustained growth in this Industry can be achieved through continuous pursuit for innovation. Maintaining World Class towords is an obsession with top management that percolates to every level, making CENTENIAL facilities and products a land mark. Everyday Surgeons expectations continually increase. The Companys research & development activities continue to be directed towards upgradation of technology and development of new products. Your companys commitment is to meet and exceed those expectations.

People and Safety

Your Company believes the most valuable asset of every company is its human resource. CENTENIAL values all our employees and makes effort through Quality of work life to help their growth. Your Company has always placed emphasis on our people and safety at workplace. Industrial relations in the company were cordial throughout the business year under review. This years results were possible due to the excellent individual and team efforts of our employees. The Board of Directors take this opportunity to thank them for their efforts and for those that will come this business year. The Board of Directors wish to place on record their sincere appreciation for the continued support and excellent work of all the employees.

Dividend

Your Directors after careful consideration of the accounts of the company and the industry scenario have not recommended any dividend to the equity shareholders of the company While placing on record their deep concern, the Directors decided that in view of the inadequate profits it would not be possible to declare dividends as there was a need to conserve the profits for better finacial health of the company.

Directors

During the year, Shri B. S. Limaye, Director of the Company is retiring by rotation and being eligible offers himself for re-appointment Shri S, C Modi has been appointed as an additional Director of the Company w.e.f June 10, 2010, It is proposed in the forthcoming annual general meeting to regularise as a Director of the Company. Shri Devraj poojary, Whole Time Director is re-appointed w.e,f. November 1, 2010. Shri .C R. Rawaie Whole Time Director and Shri N.M.Birje, Independent Non-Executive Director of the Company resigned from the Board w.e.f. December 31, 2009.

Directors Responsibility Statement

As required u/s 21 7(2AA) of the Companies Act, 1956 we hereby stale:

i). that in the preparation of the annual accounts, the applrcable accounting standards have been followed along with proper explanation relating to material departures.

ii). that the Directors have selected such accounting policies and applied them consistentfy and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or loss of the Company for that period.

iii). that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv). that the Directors have prepared the annual accounts on a going concern basis.

Deposits

The Company has not accepted any deposits under section 53A of the Companys Act, 1956 during the year.

Particulars of employees

In accordance with the provisions of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules 1975 as amended, the name and other particulars of the employee are set out in the annexure to the Directors Report

Compliance Certificate

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by its Associates, Company Secretaries in Practice, is annexed hereto.

Conservation of energy, technology absorption, foreign exchange earning and out goings Conservation of energy continues to be a priority area for the Company and efforts are directed to reduce energy costs. Information required under Section 21 7 0) (e) of the Companies Act, 1956 read with Rule 2 of the Companies [Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is given in the annexure to this report.

Environment and safety

The Company accords the highest priority for maintaining safety standards and a pollution-free environment.

Subsidiaries

Since the Company has no subsidiaries, Section 212 of the Companies Act, 1956 does not apply

Auditors

Auditors Messrs Vipul N. Shah & Associates, Chartered Accountants, retire and being eligible offer themselves for reappointment. Members are requested to appoint them for [he current year and to fix their remuneration, The report of auditors is self-explanatory and hence does not require any explanation from the Board as such.

Acknowledgment

We appreciate the continued support of our shareholders, and the significant number of investors and lenders who have stayed with us, and those who have increased their positions during the past year. We deeply appreciate your support, and confidence shown in us. We see a bright future for the company and for value - creation for our stakeholders. We would like to thank you for the support and faith you have shown in us, and look forward to a fruitful relationship for years to come. As shareholders, we are sure you are proud to own a stake in the company that has delivered higher than expectations in such turbulent times. We look forward to your continued support and faith to challenges of the years ahead for a better reword. We would like to thank all the stakeholders for their trust and support. I am also thankful to the members of the board for their insight and guidance. I would also like to extend a special thank you to all the members of the management team and employees who contributed each day to the success of our company. Your Directors also place on record their deep sense of appreciation for the services rendered by the employees of the company.

Registered Office : for and on behalf of the Board of Directors

T-29, MIDC, Murbad, Thane 421 401 CENTENIAL SURGICAL SUTURE ITD,

Vijay Majrekar

Murbad, Thane August 14, 2010 Chairman cum Managing Director