The Members
Crimson Metal Engineering Company Limited
The Company are pleased to present the 39th Annual Report of the Company
together with the Companys Audited Financial Statements for the Financial Year (FY) ended
March 31, 2023 ("FY 202223").
1. FINANCIAL RESULTS
A brief summary of the Companys financial performance for the financial year is as
under:
(Figures in Rs. lakhs)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Revenue from operation |
816.20 |
963.18 |
| Other income |
0.76 |
5.10 |
| Total revenue |
816.96 |
968.27 |
| Less: Depreciation and Amortization expenses |
168.70 |
168.17 |
| Less: Other expenses |
636.48 |
789.89 |
| Total expenses |
805.18 |
958.06 |
| Profit/Loss before tax |
11.78 |
10.21 |
| Less: Current tax |
- |
(0.86) |
| Less: Deferred tax (Liability/Asset) |
(20.71) |
(67.80) |
| Profit/Loss after tax |
32.49 |
78.87 |
| Earnings Per Share: |
0.73 |
1.78 |
| Basic and diluted |
2. STATE OF COMPANYS AFFAIRS
During the FY 2022-23, the revenue from operations was Rs. 816.20 lakhs. The revenue
from operations of the Company declines by 15.26% during the FY 2022-23 as compared to Rs.
963.18 lakhs in the previous FY 2021-22. The Company earned a profit after tax of Rs.
32.49 lakhs during the FY 2022-23 which is less than 58.80% as compared to Rs. 78.87 lakhs
in the previous FY 2021-22. The Company continues to take effective steps in broad-basing
its range of activities.
3. DISCLOSURE
A. DIVIDEND
No dividend is being recommended by the Directors for the financial year 2022-23.
B. DEPOSITS
The Company has not accepted any deposits from the public and as such no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet.
C. TRANSFER TO RESERVE
During the said financial year, the Company has not transferred any amount to any
reserve of the Company.
D. CAPITAL STRUCTURE
As on March 31, 2023, the Company has Authorised Share Capital of Rs. 10,00,00,000/-
and Paid Up share capital of Rs. 4,42,82,070/-. The equity shares of the Company are
listed with BSE. There are no arrears on account of payment of listing fees to the said
Stock Exchange.
During the year under review, the Company has not issued shares or granted stock
options or sweat equity shares, accordingly, there is no change in the share capital
during the year.
E. REPORTING OF FRAUD
During the said financial year, no instances of fraud were reported by the Statutory
Auditors of the Company.
F. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the said financial
year.
G. COST RECORDS
A Disclosure under sub-section (1) of section 148 of the Companies Act, 2013 for
maintenance of cost records as specified by the Central Government is not applicable to
the Company, and such accounts and records are not required to be made and maintained by
the Company.
H. SIGNIFICANT AND MATERIAL ORDERS, IMPACTING THE GOING CONCERN STATUS AND COMPANY
OPERATION IN FUTURE
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys operation in the future.
However, BSE vide its email dated July 15, 2022 levied a penalty amounting to Rs.
5,900/- in respect of non-compliance for one day delay in reporting of financial results
under Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements)
Regulations, 2015 for the quarter and financial year ended on March 31st, 2022.
Thereafter, Company has paid the penalty of Rs. 5,900/-.
The management of the Company has seriously considered this matter and taken steps to
prevent Company from these kind of defaults in future
I. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT
VENTURES, HOLDING OR ASSOCIATE DURING THE YEAR
During the said financial year no Company has become or ceased to be a subsidiary or
joint venture or associate Company.
J. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016
The Company has neither filed any application nor is any proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016, during the financial year.
K. 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
The Company has not done any one time settlement with the Banks or Financial
Institutions during the financial year.
4. AUDIT & AUDITORS
A. STATUTORY AUDITORS
In the terms of the provisions of section 139 of the Companies Act, 2013, OP Bagla
& Co. LLP Chartered Accountant, (ICAI FRN: 000018N/N50009), were appointed as the
Statutory Auditors of the Company in the Annual General Meeting held on September 30, 2021
till the conclusion of the Annual General Meeting to be held for financial Year 2025-26.
The Auditors Report annexed to Accounts for the year ended March 31, 2023 is
self-explanatory and do not call for any further comments. Further, the Auditors Report
does not contain any qualification, reservation, adverse remarks or disclaimer.
B. SECRETARIAL AUDITORS
The Board appointed APAC and Associates LLP, (LLP Reg. No. AAF-7948) to conduct the
secretarial audit of the Company for the FY 2022-23 as required under Section 204 of the
Act and rules framed thereunder.
There is no qualification, reservation or adverse remark made in their secretarial
audit report. The Audit Report of the Secretarial Auditor is attached herewith as per "Annexure
A".
5. RISK MANAGEMENT POLICY
The risk management is overseen by the Audit committee/ Board of Directors of the
Company in a continuous basis. Major risks, if any, identified by the business and
functions are systematically addressed through mitigating action on a continuous basis.
The Risk Management policy is available on the Company website http://www.crmetal.in/.
6. INTERNAL FINANCIALS CONTROLS
The Company has, in all material respects, an adequate internal financial control
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2023 based on the internal control
over financial reporting criteria established by the Company considering the essential
components of internal control. The Company has an adequate Internal Control system,
commensurate with the size, scale and complexity of its operations. During the year, such
controls were tested and no reportable material weaknesses in the design or operation were
observed.
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management discussion & Analysis Report for the FY 2022-23, as stipulated under
the SEBI (LODR) 2015, presented in the separate section forming part of the Boards Report
as "Annexure B".
8. CORPORTATE SOCIAL RESPONSIBILITY
As on date, the Company does not fall within the preview of CSR requirements in terms
of Section 135 of Companies Act, 2013.
9. MATERIAL CHANGES AND COMMITMENT
Apart from the instances mentioned in this report, there have been no other material
changes and commitments affecting the financial position of the Company between the end of
the financial year and the date of this report.
However, following KMPs were resigned or appointed in the Company after the end of the
financial year and before the date of this report:
| KEY MANAGERIAL PERSONNEL |
| Ms. Prachi Mittal Maurya |
Company Secretary and Compliance Officer |
Cessation |
23/05/2023 |
| Mr. Vinay |
Company Secretary and Compliance Officer |
Appointment |
29/05/2023 |
10. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of the Audit and Nomination & Remuneration Committees
and the same was based on questionnaire and feedback from all the Directors on the Board
as a whole, Committees and selfevaluation.
A structured questionnaire was prepared after taking into consideration of the inputs
received from the Directors, covering various aspects of the Boards functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was
carried out to evaluate the performance of individual Directors including the Chairman of
the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, safeguarding the
interests of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman of the Board and the Executive Directors
was carried out by the Independent Directors.
11. MEETINGS HELD DURING THE YEAR
The Board met 5 (Five) times during the financial year, and the intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013, whereas the
audit committee, Nomination & remuneration committee, Stakeholder relationship
committee and Independent Directors have met 4 times and one time each respectively.
In addition to this, dates of meetings are given below:
| Date of Meetings of Board of Director |
Date of meetings of audit committee |
Date of meeting of Nomination & remuneration committee |
Date of meeting of Stakeholder relationship committee |
Date of meeting of Independent Director |
| May 30, 2022 |
May 30, 2022 |
May 30, 2022 |
|
|
| August 13, 2022 |
August 13, 2022 |
|
| September 02, 2022 |
|
| November 14, 2022 |
November 14, 2022 |
November 14, 2022 |
| February 13, 2023 |
February 13, 2023 |
|
February 13, 2023 |
12. BOARD COMMITTEE
The Board had constituted the following committees viz. Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee.
13. INDEPENDENT DIRECTORS DECLARATION
All independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 of the Companies Act, 2013 which has been
relied on by the Company and placed at the Board Meeting of the Company.
14. DIRECTORS/KMP APPOINTED OR RESIGNED DURING THE YEAR
Following Directors/KMP were appointed or resigned during the year under review:
A. Mr. Manish Kumar Rai was resigned from the post of the Company Secretary cum
legal & compliance officer w.e.f. 31st May, 2022;
B. Ms. Prachi Mittal Maurya was appointed as a Company Secretary cum legal and
compliance officer w.e.f. 1st June, 2022.
None of the Directors is disqualified from being appointed as or holding the office of
Directors as stipulated in Section 164 of the Act.
15. RETIREMENT BY ROTATION
In accordance with the provision of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Chandrakesh Pal, Whole Time Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible and
has offered himself for his reappointment.
16. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION
Directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under section 178 of the Act are covered under the Boards policy formulated by the
Company and the same is available on the Company website http://www.crmetal.in/.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING /
OUTGO
The nature of business does not involve any Technology Absorption, and Conservation of
Energy as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014. However, efforts to reduce and optimize the use
of energy through improved operations and other means continue.
Foreign Exchange and Outgo
|
31.03.2023 |
31.03.2022 |
| Earnings in foreign currency |
Nil |
Nil |
| Expenditure in Foreign Currency |
Nil |
Nil |
18. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT. 2013
The Company has zero tolerance for sexual harassment at workplace and has in place a
policy on prevention, prohibition and Redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under. In view of Limited Number of
Employees at present Internal Complaints
Committee has not been formed so far. During the financial year 2022 - 2023, the
Company has not received any sexual harassment complaints.
19. EXTRACT OF THE ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on the Companys
website www.crmetal.in.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and as per the provisions of SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, the Board of Directors had
approved the policy on vigil mechanism / whistle blower and the same was hosted on the
website of the Company www.crmetal.in. The policy inter-alia provides a direct
access to the Chairman of the Audit Committee. The Company hereby affirms that no Director
/ employee has been denied access to the Chairman of the Audit Committee and that no
complaints were received during the year.
21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the said financial year, the Company has not given any loan or guarantee or made
any investment which is covered under the provisions of Section 186 of the Companies Act,
2013.
22. RELATED PARTY TRANSACTIONS
During the year FY 2022-23, the Company has entered into any transaction with related
parties as per section 188 of the Companies Act, 2013 as per "Annexure C".
23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors had adopted a Code of Conduct for the Board Members and
employees of the company. This code helps the Company to maintain the standard of business
ethics and ensure compliance with the legal requirements of the company. The code is aimed
at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The
Compliance officer is responsible to ensure adherence to the Code by all concerned The
code lays down the standard of conduct which is expected to be followed by the Directors
and the designated employees in their business dealings and in particular on matters
relating to integrity in the work place, in business practices and in dealing with
stakeholders. All the Board Members and the Senior Management personnel have confirmed
compliance with the Code. The same was available on the website of the Company www.crmetal.in.
24. STATEMENT OF PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 of top ten employees of the Company in
terms of remuneration drawn including those employed throughout the year who was in
receipt of the remuneration
exceeding One Crore and Two lakh Rupees per annum or if employed for a part of the
financial year Eight Lakh and Fifty Thousand Rupees or more per month forms part of this
report as "Annexure D".
25. SECRETARIAL STANDARDS
The Company has complied with the applicable secretarial standards, i.e. Secretarial
Standard-1 (Secretarial Standard on Meeting of Board of Directors) and Secretarial
Standard-2 (Secretarial Standard on General Meeting) during the said financial year.
26. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company has nothing to disclose with respect to demat suspense account/ unclaimed
suspense account.
27. DISCLOSURE OF ACCOUNTING TREATMENT
No differential treatment has been followed during the financial year 2022 - 2023 in
preparation of the financial statements.
For those statements, the Company cautions that numerous important factors could affect
the Companys actual results and could cause its results to differ materially from those
express ed in any such forward-looking statements.
28. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 read with Rules made thereunder,
as amended from time to time, your Directors hereby state that:
a) in the preparation of the annual accounts for the FY 2022-23 the applicable
accounting standards have been followed and that there are no material departures;
b) appropriate accounting policies have been selected and applied are consistent and
judgments and estimates are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the
Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts for the FY 2022-23 have been prepared on a going concern basis;
e) adequate internal financial controls have been laid and effectively followed by the
Company; and
f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
29. ACKNOWLEDGMENT
The Board of Directors wishes to place on record its deep sense of appreciation for the
committed services by all the employees of the Company at all levels, who, through their
hard work, solidarity, co-operation, support, and commitment have enabled the Company to
achieve the growth. The Board gratefully acknowledges the support and co-operation
extended by the Bankers, Shareholders and other business associates.
By Order of the Board of Directors For Crimson Metal Engineering Company Limited
|
Vinay Kumar Goyal |
Chandrakesh Pal |
| Date: July 28, 2023 |
Managing Director |
Whole Time Director |
| Place: Chennai |
DIN: 00134026 |
DIN:07277936 |
+91-9892691696
