BOARD'S REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH 2018

Your Directors are pleased to inform you that the Amalgamation of M/s Minihyd Hydraulics Limited and M/s Ganpati Handtex Private Limited with your Company on the appointed date i.e. 1^st April, 2016 was approved by the Chandigarh Bench of National Company Law Tribunal (NCLT) on 11^th September, 2017. Accordingly, M/s Minihyd Hydraulics Limited and M/s Ganpati Handtex Private Limited and M/s Cenlub Indistries Limited have been amalgamated, effective from 1^st April, 2016, being the appointed date.

The merger is expected to result in creation of a combined entity and synergy in the business besides achieving economies of scale. Combining the functions and the operations of both the companies is expected to result In better performance with the benefits in the form of better utilization of managerial, technical and the financial resources, thereby enhancing the value of stakeholders. The amalgamation and restructuring is expected to result in Operational rationalization, Cost reduction, better administration and organizational efficiency.

The Directors are pleased to present their Twenty Sixth Annual Report together with the audited financial statements (post-merger of M/s Minihyd Hydraulics Limited and M/s Ganpati Handtex Pvt Limited with your Company) of the Company for the financial year ended 31^st March, 2018.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Audited Financial Results of the Company for the year ended 31^st March, 2018 are as follows:

OPERATIONS

The revenue from operations recorded for the financial year ended 31^st March 2018 was Rs. 3874.68 lacs as compared to Rs. 4013.57 lacs in the previous financial year ended 31^st March 2017.

PROFITABILITY

The profit before tax in financial year 2017-2018 is Rs 475.41 lacs (Rs. 337.31 lacs in Financial Year 2016-2017) improved by 40.94% and profit after tax at Rs. 348.23 lacs (Rs 218.91 lacs in Financial Year 2016-2017) improved by 59.07%. The growth was relatively lower due to the lingering impact of implementation of the Goods and Service Tax (GST) during the year.

SHARE CAPITAL OF THE COMPANY

Pursuant to the order of Hon'ble National Company Law Tribunal , Chandigarh Bench (NCLT, Chandigarh) dated 11th September 2017 approving the scheme of Amalgamation and arrangement of M/s Minihyd Hydraulics Limited (Transferor Company 1) and M/s Ganpati Handtex Private Limited (Transferor Company 2) with our company i.e, M/s Cenlub Industries Limited (Transferee Company), the Authorized Share Capital of your company now comprises of 5,510,000 Equity shares of Rs.10/- each aggregating to Rs. 55,100,000/-.

Our company has allotted 6,74,360 Equity Shares to the erstwhile shareholders of M/s Minihyd Hydraulics Limited (Transferor Company 1) on 17^th October , 2017 in the ratio of 40:1 i.e. Forty shares of Rs. 10 each in Cenlub Industries Limited for every one share of Rs 100 each held in Minihyd Hydraulics Limited.

Further 1,31,461 Equity Share held by M/s Minihyd Hydraulics Limited (Transferor Company 1) in M/s Cenlub Industries Limited (Transferee Co) stands cancelled on account of cross shareholding as per scheme of amalgamation .

Thus, the Issued, Subscribed and Paid Up Equity Share Capital of your company now comprises of 4,662,899 Equity shares of Rs.10/- each aggregating to Rs. 46,628,990 /-

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

No material changes and commitments which could affect the Company's financial position have occurred since the close of the financial year, i.e.,31^st March 2018 . Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2017-18 due to increase in the commitments towards repayments to the leading Banks .

PUBLIC DEPOSITS

The Company has not accepted / renewed any deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,during the Financial Year 2017-2018, and, as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

SUBSIDIARY , JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Holding, Associate company or Joint venture Company. M/s Ganpati Handtex Private Limited was the Subsidiary company of our company. However M/s Ganpati Handtex Private Limited has been amalgamated with M/s Cenlub Industries Limited by the order of Hon'ble National Company Law Tribunal ,Chandigarh Bench dated 11^th September 2017 and is dissolved without winding up.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ansh Mittal (DIN: 00041986) and Mr. Virendra Kumar Gupta (DIN: 00006461), being longest in the office, shall retire by rotation at the ensuing 26**' Annual General Meeting and being eligible, offers themselves for re-appointment.

There were no changes in Directorship of the Company as well as in Key Managerial Personnel category during the period under review except Mr. Virendra Kumar Gupta (DIN 00006461), Whole-time Director, has been re-appointed as Whole-time Director, for a further period of three (3) years w.e.f. August 01, 2017, at the Annual General Meeting held on 23^rd September 2017.

As on March 31, 2018, your Company has Ten (10) Directors consisting of (5) Executive Directors including one (1) Woman Director and five (5) Independent Directors, including one (1) Woman Director.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

During the period under review, no Non-Executive Director of the Company had any pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD:

A notice of the Board Meeting is circulated well in advance with the Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision.

The Board met ten (10) times during the Financial Year ended 31^st March 2018 viz., on 2^nd May 2017, 26^th May 2017, 31^st July 2017 , 11^th August 2017, 13^th September 2017, 17^th October 2017, 9^th December 2017, 10^thFebruary 2018 , 24^th February 2018 and 31^st March 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under and Listing Regulations. Detailed information on the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board's Report.

Additionally, during the Financial Year ended 31^st March 2018 a separate meeting of the Independent Directors was convened on 17^th March 2018, in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations. Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was discussed, covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Chairman.

AUDIT COMMITTEE

An Audit Committee was comprised of Shri. Dinesh Kaushal (Chairman) ,Shri. Ashok Kumar Agarwal (Member) and Shri. Krishna Gopal Gupta (Member). However the Committee was reconstituted by the Board of Directors of the Company on its meeting held on 11^th August 2017 in accordance with the provisions of Section 177 of the Companies Act, 2013, comprises Independent Directors, namely :

1. Shri. Dinesh Kaushal (Chairman) (DIN: 00006490);

2. Shri. Ashok Kumar Agarwal (Member) (DIN: 00006512); and

3. Smt. Sujata Arora (Member) (DIN: 07585453).

All the recommendations made by the Audit Committee during the Financial Year under review were accepted by the Board.

The Audit Committee met 6 (six ) times during the year i.e 24^th May 2017 , 11^th August 2017 , 12^th September 2017 , 8^th December 2017 , 9^th February 2018 and 31^st March 2018.

NOMINATION AND REMUNERATION COMMITTEE

An Nomination and Remuneration Committee ('NRC') was comprised of Shri Krishna Gopal Gupta (Chairman) , Shri. Om Prakash Varma (Member) and Shri Ashok Kumar Agarwal (Member). However the Committee was reconstituted by the Board of Directors of the Company on its meeting held on 11^th August 2017 in accordance with the provisions of Section 178(3) of the Companies Act, 2013, comprises:

1. Mr. Krishna Gopal Gupta (Chairman) (DIN: 00222525);

2. Mr. Ashok Kumar Agarwal (Member) (DIN: 00006512); and

3. Smt. Sujata Arora (Member) (DIN: 07585453).

The Nomination and Remuneration Committee met 2 (Two) times during the financial year i.e 28^th July 2017 and 12^th September 2017. STAKEHOLDER RELATIONSHIP COMMITTEE

An Stakeholder Relationship Committee ('SRC') was comprised of Shri. Ashok Kumar Agarwal (Chairman) , Shri Vijendra Kumar Mittal (Member) and Shri Krishna Gopal Gupta (Member). However the Committee was reconstituted by the Board of Directors of the Company on its meeting held on 11^th August 2017 in accordance with the provisions of Section 178 of the Companies Act, 2013, comprises:

1. Shri. Ashok Kumar Agarwal (Chairman) (DIN: 00006512);

2. Smt. Madhu Mittal (Member) (DIN: 00006418); and

3. Smt. Sujata Arora (Member) (DIN:07585453);

The detailed terms of reference and other information about the Committee has been provided in the Corporate Governance Report

The Stakeholder Relationship Committee ('SRC') met 4 (Four ) times during the year i.e 29^th July 2017 , 30^thSeptember 2017 , 30^th December 2017 and 31^st March 2018.

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

The Company's shares are available for dematerialization with National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 75.02% of the equity shares have been dematerialized up to 31^stMarch 2018.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as Annexure I, which forms part of this Board's Report.

The Extract of Annual Return in Form MGT- 9 is also available on the Company's website www.cenlub.in forming part of Annual Report. DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations, the Company has received individual declarations from all the Independent Directors, whose names are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under to hold the office of Independent Director of the Company for the Financial Year ended 31^st March, 2018.

1. Shri. Dinesh Kaushal ;

2. Shri. Krishna Gopal Gupta ;

3. Shri. Om Prakash Varma ;

4. Shri. Ashok Kumar Agarwal ; and

5. Smt. Sujata Arora

There has been no change in the circumstances which may affect their status as Independent director during the Financial Year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement , it is hereby confirmed that :

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

b. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2018, and of the Loss of the Company for the year ended 31^st March 2018;

c. Proper and sufficient care has been taken 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 Annual Accounts have been prepared on a going concern basis

e. Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company's Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

EVALUATION OF DIRECTORS , COMMITTEE AND BOARD

In compliance with the Companies Act, 2013 and Regulation17 of Listing Regulations, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board &Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and Non-Executive Directors of the company.

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee has formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The Nomination & Remuneration Policy of the Company can be accessed at www.cenlub.in

INFORMATION ON REMUNERATION

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

No employee of the Company was drawing remuneration of Rupees one crore and two lacs or more, if employed for full year or Rupees eight lacs and fifty thousand or more per month if employed for part of the year. Therefore, the information required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III - which forms part of this Board's Report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate, and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in-house internal audit department and the observations, corrective and preventive actions are reviewed by the management and Audit Committee of the Board of Directors.

During the Financial Year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated 16th February, 2015,notified the Indian Accounting Standards (IND AS) which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the above said notification, the Indian Accounting Standards (IND AS) 2015 is applicable on the Company for the accounting periods beginning on or after 1st April, 2017.Hence the Financial Statement has been prepared according to the relevant provisions of Companies (Indian Accounting Standards) Rules,2015.

STATUTORY AUDITORS AND AUDITORS' REPORT

At the 25^th Annual General Meeting of the Company held on 23^rd September 2017, the members approved appointment of M/s Sanmarks & Associates, Chartered Accountants (Firm Registration No. 003343N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 30th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act 2013.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 7^th May , 2018 amending Section 139 of Companies Act, 2013 and the Rules framed thereunder , the mandatory requirement for ratification of appointment of Statutory Auditor by the Members at every Annual General Meeting has Ommitted . Accordingly, no resolution is being proposed for ratification of appointment of M/s Sanmarks & Associates, Chartered Accountants as Statutory Auditors at the forthcoming Annual General Meeting.

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018:

The Auditor's report given by M/s Sanmarks & Associates, Chartered Accountants, Statutory Auditor on the Financial Statements of the Company, for the year ended 31^st March 2018, forms part of the Annual Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Ms. Apoorva Singh., Practicing Company Secretaries, (Membership No.: 35621), as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017-2018.

The Report on Secretarial Audit for the financial year 2017-2018, in Form MR-3, as Annexure IV forms integral part of this Board's Report. There has been no qualification, reservation or adverse remark or any Disclaimer in their Report except non- filing of Form CHG 1 for availing Loan of Rs. 5,57,500 (Rs. Five Lac Fifty Seven Thousand Five Hundred only) for purchase of motor vehicle, during the period under review. The same has been noted and will be filed very soon.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated Risk Management Policy and Guidelines, wherein all material risks faced by the Company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C,D and E of schedule V shall not apply to the company. However, as a good Corporate Governance Practice the company has generally complied with the Corporate Governance requirements and a report on Corporate Governance forms part of this Annual report.

Certificate by M/s Sanmarks & Associates, Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance forms part of this Annual

report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review, as required under regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, is being given separately and forms a part of this Annual Report.

VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014,a "Vigil Mechanism Policy" for Directors and employees of the Company is in place, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc. Also, Whistle blower complaints, if any and their redressal are discussed at the meeting of Audit Committee of the Board. During the financial year under review, no such complaints were received.

The details of "Vigil Mechanism Policy" are available on the website of the Company (http://www.cenlub.in)

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place 'Policy for Prevention and Redressal of Sexual Harassment' in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as "the said Act") and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee ('ICC') at the Registered Office, Works and at all the Regional Offices of the Company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

As per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Corporate Social Responsibility is not applicable for the Company.

RELATED PARTIES TRANSACTIONS

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

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

Related Party disclosures as per AS-18 have been provided in Note-38 to the financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not provide any loans, give guarantees or made any investments during the Financial Year under review, which falls within the purview of Section 186 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information has been furnished.

REPORTING OF FRAUDS:

There have been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013 (including amendments), during the financial year under review, which required to reported to the Audit Committee or the Board of Directors and hence, as such there is nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Company takes pride in all of its highly motivated officers, employees and workers, who have been wholeheartedly supporting and sincerely contributing their best for the sustained success and growth of your Company as well as maintaining harmonious relations throughout the Company.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non-government authorities, customers, vendors, stock exchange and members during the period under review.

Place : Faridabad ON BEHALF OF THE BOARD OF DIRECTORS

Date : 11^th August 2018 FOR CENLUB INDUSTRIES LIMITED

VIJENDRA KUMAR MITTAL VIRENDRA KUMAR GUPTA

MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN: 00006398 DIN:00006461