cranex ltd share price Directors report


TO, THE MEMBERS,

The Directors have pleasure in presenting the 47th Annual Report on the business and operations of the Company together with the financial results for the period ended 31st March, 2022.

FINANCIAL RESULTS

Financial results are presented in the table below:

(Amount in lac)
Particulars Standalone Consolidated
31-03-2022 31-03-2021 31-03-2022 31-03-2021
Revenue from operation 4013.92 3527.71 4013.92 3527.71
Total Revenue 4038.17 3588.05 4038.17 3588.05
Less: Total Expenses 3945.03 3502.25 3945.03 3502.25
Profit before Exceptional and Extra ordinary items & tax 93.14 85.80 93.14 85.80
Less: Exceptional Items
Less: Extraordinary Items
Profit or Loss before Tax 93.14 85.80 93.14 85.80
Less: (a) Current tax expense for current year 15.45 12.00 15.45 12.00
(b) Deferred tax
(c) Prior Period Tax
Share in Profit/Loss (of Associates) 4.26 1.80
Profit or Loss After Tax 77.69 73.80 73.43 72.00

STATE OF AFFAIRS AND OUTLOOK

The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India (ICAI)

Standalone Financials: During the year under review, your Company has achieved a turnover of Rs. 4013.92 Lac against Rs. 3,527.71 Lac during previous year. The Company reported a Net Profit of Rs. 77.69 Lac as against Rs. 73.80 Lac earned during previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of 4013.92 Rs. Lac against Rs. 3,527.71 Lac during previous year. The Company reported a Net profit of Rs. 73.43 Lac against Rs. 72.00 Lac during previous year. However youre Directors are confident that the Company will perform much better in future and will bring more promising improvement in coming years.

The Operational performance of the Company has been extensively covered in the Management Discussion and Analysis, which form part of this Directors Report.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31st March 2022.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021-22.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in website of company.

INTERNAL FINANANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s. Kudsia & Associates, Chartered Accountants, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2021-22, the Company hold 8 (Eight) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

S. No Date of the meeting
1. 15.04.2021
2. 11.05.2021
3. 18.05.2021
4. 20.06.2021
5. 30.06.2021
6. 13.07.2021
7. 22.07.2021
8. 26.07.2021
9. 14.08.2021
10. 02.09.2021
11. 16.09.2021
12. 28.09.2021
13. 12.11.2021
14. 23.12.2021
15. 25.01.2022
16. 14.02.2022
17. 17.02.2022
18. 05.03.2022
19. 22.03.2022

ATTENDANCE OF DIRECTORS

S. Name of Director Meeting of Board
Number of meeting Held Number of Meeting to be entitled to attend Number of Meeting attendant %
1 PIYUSH AGRAWAL 19 19 100
2 ASHWANI KUMAR JINDAL 19 5 26
3 CHAITANYA AGRAWAL 19 19 19 100
4 SHILPY CHOPRA 19 5 26
5 SHALINI RAHUL (appointed on 12.11.2021) 6 1 16

COMMITTEES OF THE BOARD

Detailed information on the Committees is given below.

MANDATORY COMMITTEES

Audit Committee: (Section 177 of Companies Act, 2013) and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision.

Audit committee was reconstituted on 18/05/2021 in the Board Meeting due to resignation of Mr. Maman Chand Jain (Independent Director). The details of Audit Committee meetings attended by its members are given below:

S. Name of Director No. Designation Category Total meeting held during the year Number of Meeting to be entitled to attend Number of meeting attended %
1 Mr. Chaitanya Agrawal Whole-time Director Chairman 5 5 5 100
2 Mr. Ashwani Kumar Jindal Independent Director Member 5 5 5 100
3 Ms. Shilpy Chopra Independent Director Member 5 5 5 100

v. Four audit committee meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows:

30 June 2021, 14 August 2021, 02 September, 2021, 12 November 2021, 14 February 2021.

The necessary quorum was present for all the meetings.

Nomination and Remuneration Committee (Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision.

The Nomination and Remuneration Committee was reconstituted at meeting of Board of Directors held on 14/02/2022 due to resignation of Mr. Maman Chand Jain(Independent Director) and comprised of three Independent Directors namely, Ms. Shalini Rahul, Mr. Ashwani Kumar Jindal and Ms. Shilpy Chopra. Mr. Ashwini Kumar Jindal is the Chairman of the Nomination and Remuneration Committee. Two Nomination & Remuneration Committee meetings were held on, February 14, 2022 and March 05, 2022 during the year.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

S. Name of Director No. Nature of Directorship Designation in Committee Total meeting held during the year Number of Meeting to be entitled to attend Number of meeting attended
1 Mr. Ms. Shalini Rahul Non-Executive Independent Director Member 2 2 2
2 Mr. Ashwani Kumar Jindal Non-Executive Independent Director Chairman 2 2 2
3 Ms. Shilpy Chopra Non-Executive Independent Director Member 2 2 2

Stakeholders Relationship Committee Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision.

The Stakeholders Relationship Committee was reconstituted in the meeting of Board of Directors held on 18/05/2021 due to resignation of Mr. Maman chand Jain (Independent Director) and comprised of three Directors namely, Mr. Chaitanya Agrawal, Mr. Ashwani Kumar Jindal and Mrs. Shilpy Chopra. Mr. Ashwani Kumar Jindal is the Chairman of the Stakeholders Relationship Committee.

One meeting of the stakeholders relationship committee was held on 14th August, 2021 during the financial year 2021-22.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

S. Name No. Nature of Directorship Designation in Commit- tee Total meeting held during the year Number of Meeting to be entitled to attend Number of Meeting Attended %
1 Mr. Ashwani Kumar Jindal Non-Executive Independent Director Chairman 1 1 1 100
2 Mr. Chaitanya Agrawal Whole Time Director Member 1 1 1 100
3 Ms. Shilpy Copra Non-Executive Independent Director Member 1 1 1 100

NON MANDATORY COMMITTEES

MANAGEMENT COMMITTEE

Management Committee of the Company has been dissolved w.e.f 14.08.2021

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 14th February, 2022 without the presence of Non-Independent Directors and the members of management. The meeting was attended by all the Independent Directors. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing Regulations, following matters were, inter-alia, discussed in the meeting:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

• Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as Annexure I. There are no employees who are drawing remuneration in excess of the limits as set out in provisions of Section 197(12) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEES BENEFITS

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement to the profit and loss for the year when the contributions are due. Pending determination of liability for gratuity payable, no provision has been made in the accounts for expenses of gratuity. The expenditure on account of gratuity is accounted in the year of payment. On account of non-provision of gratuity payable, the profit has been over stated but the same cannot be quantified in absence of exact amount payable under this account.

CODES, STANDARDS AND POLICIES AND COMPLIANCES THERE UNDER

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Your Company has adopted a Code of Conduct for its Board of Directors and the Senior Management Personnel. The Code requires the Directors and employees of the Company to act honestly, ethically and with integrity and in a professional and respectful manner. Directors and Senior Management of the Company have confirmed compliance with the code of conduct applicable to the Directors and employees of the Company and declaration in this regard made by Chief Financial Officer which forms part of this Annual Report.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

The Board of Directors adopted the Code of Conduct for Board Members and Senior Managerial Personnel. The said code was communicated to the Directors and members of the senior management and they affirmed their compliance with the said code. The adopted Code is posted on the Companys website www.cranexltd.com. Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted Code of practices and procedures for disclosure of unpublished price sensitive information and Code of Conduct in order to monitor and report Insider Trading.

All Directors and the designated employees have confirmed compliance with the Code.

PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such complaints.

Particulars No.
Number of complaints pending as on the beginning of the period Nil
Number of complaints filed during the Financial period Nil
Number of complaints pending as on the end of the period Nil

NOMINATION, REMUNERATION & EVALUATION POLICY

In accordance with the provisions of the Companies Act 2013 and Listing Regulations, the Company has put in place the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company including criteria for determining qualifications, positive attributes and independence of a Director as well as a policy on Board Diversity. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013.

The salient features of the policy are as follows:

• The Nomination and Remuneration Committee of Directors (the Committee) shall take into consideration the following criteria for recommending to the Board for appointment as a Director of the Company: a) Qualifications & experience of proposed incumbent.

b) Attributes like - professional integrity, strategic capability with business, respect for Companys core values, vision, etc.

c) The incumbent should not be disqualified for appointment as Director pursuant to the provisions of the Act or other applicable laws & regulations.

d) In case the proposed appointee is an Independent Director, he should fulfil the criteria for appointment as Independent Director as per the applicable laws & regulations.

• The Committee will recommend to the Board appropriate compensation to the Executive Directors subject to the provisions of the Act, Listing Regulations and other applicable laws & regulations. The Committee shall periodically review compensation of such Directors in relation to other comparable companies and other factors, the Committee deems appropriate. Proposed changes, if any, in the compensation of such Directors shall be reviewed by the Committee subject to approval of the Board.

• The evaluation of the performance of the Board, its committees and the individual directors will be carried out by the Board, on an annual basis, in the manner specified by the Nomination and Remuneration Committee of Directors for such evaluation and in accordance with the other applicable provisions of the Companies Act, 2013 and the Listing Regulations, in this regard.

DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015], the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors, and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimisation of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

Your Company has formulated and adopted a Risk Management Policy. The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation.

SECRETARIAL AUDITORS AND THEIR REPORTS

M/s PARVEEN RASTOGI & CO., Practising Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2021-22 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 is attached as Annexure II and forms part of this report. The qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation from the Board of Directors.

RELATED PARTY TRANSACTION POLICY

Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions..

STATUTORY AUDITORS AND THEIR REPORTS

M/s PRYD & Associates, Chartered Accountants, (FRN: 011626N) were appointed as statutory auditors of the Company in the Annual

General Meeting held on 22/09/2017. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation

Term of 5 years of M/s PRYD & Associates, Chartered Accountants, (FRN: 011626N) is expiring at the conclusion of 47th Annual General Meeting. Your Company will appoint New Statutory Auditor in 47th AGM.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosed in Notes of the financial statements for the financial year ended March 31, 2022. These transactions entered were at an arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure-III.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review hence the said provision is not applicable.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary and joint venture whereas the Company has one associated Company. Details of associate Company are given below.

Sr. Name And Address Of The Company No. CIN % of shares held Applicable Section
1 IFE CRANEX ELEVATORS AND ESCALATORS INDIA PRI- VATE LIMITED ADDRESS: 9, DDA MARKET KATWARIA SARAI NEW DELHI NEW DELHI 110016 U93090DL2017FTC319415 26 % Section 2(6) of Companies Act, 2013

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo are as follows: A. Conservation of Energy a) Energy conservation measures taken :

The Company has always been conscious of the need for the conservation of energy and optimum utilisation of available resources and has been steadily making progress towards this end.

• The Company has taken lot of initiatives for reduction in power cost by improving the production processes. Production process of the company does not require much power.

• There is an optimum ratio of glass windows to utilise natural light and proper insulation / ventilation to balance temperature and reduce heat.

b) Impact of above measures:

• The above measures will results in lower energy consumption, significant reduction in Carbon emissions, and hedge against continuous energy rate increase.

B. Technology Absorption, Adaptation And Innovation

The company has successfully absorbed the technology for the development of various new models of the cranes. Your company is constantly improving its technology to match world standards, which is reflected in the new orders being received from very quality conscious customers.

C. Foreign Exchange Earnings and Outgo.

Sr. Particulars F.Y. 2021-22 Amounts F.Y. 2020-21 Amount
No. (in Rs.) (in Rs.)
1. Foreign Exchange Earned Rs. 55,34,696.24/- Rs. 28,04,754.18/-
2. Foreign Exchange Outgo Rs. 7,42,73,113.53/- Rs. 48,93,245.44/-

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis for the year is separately given and forms part of this Annual Report as Annexure IV which provides a more detailed analysis on the performance of individual businesses and their outlook.

GREEN INITIATIVE

In accordance with the "Green Initiative" the Company has been sending Annual Report/Notice of AGM in electronic mode to those Shareholders whose email ids are registered with the Company and/or the Depository Participants.

DEMATERAILIZATION OF SHARES

The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility to dematerialization of shares either of the Depositories as aforesaid. Directors are thankful to the Shareholders for actively participating in the Green Initiative.

PERFORMANCE EVALUATION OF NON - INDEPENDENT DIRECTORS:

The performance evaluation of Chairman and the non-independent directors were carried out by the independent directors, considering aspects such as effectiveness as Chairman, in developing and articulating the strategic vision of the company; demonstration of ethical leadership, displaying and promoting throughout the company a behaviour consistent with the culture and values of the organization; contribution to discussion and debate through thoughtful and clearly stated observations and opinions; creation of a performance culture that drives value creation without exposing the company to excessive risks.

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) as its equity share capital is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 crores, as on the last day of the previous financial year. However, the Company has voluntarily adopted various practices of governance conforming to highest ethical and responsible standard of business, globally benchmarked.

DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

CAPITAL STRUCTURE

The authorised share capital as on 31st March, 2022 was Rs. 100,000,000/- (Rupees Ten Crore) comprising 10000000 (One Crore) Equity Shares of Rs. 10 (Rupees Ten) each

The Issued, Subscribed and paid up equity share capital as on 31st March, 2022 was Rs.60,000,000/- (Rupees Six Crores) comprising 6,000,000 (Sixty Lacs) Equity Shares of Rs. 10 (Rupees Ten) each.

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

The Companys shares are listed on the Bombay Stock Exchange Limited (BSE), and are actively traded. The company has paid the listing fees to Bombay Stock Exchanges for the year 2021-22.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

Appointments & Reappointments/ Cessations

1.1 The Board of Directors at its meeting held on 15-04-2021 accepted the resignation put by Mr. Maman Chand Jain, Independent Director of the Company. Thereafter, Company appointed Ms. Shalini Rahul as Independent Director of the Company in its meeting held on 12-11-2021. Her appointment shall as Independent Director is subject to the approval of the Members at the 47th AGM of the Company and any other regulatory approvals, if applicable.

1.2 Mr. Subham Kapil, Company Secretary of the Company resigned from his position w.e.f. 23.12.2021 . Hence Ms. Preeti Bhatia appointed as the Company Secretary of the Company w.e.f 05.03.2022, (She also resigned w.e.f 11.07.2022)

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from 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.

LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). The listing fee for the year 2021-22 has been already been paid to the stock exchanges.

INDUSTRIAL RELATION

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company at good position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

By Order of the Board of Directors

For Cranex Limited
Sd/- Sd/-
Chaitanya Agrawal Piyush Agrawal
Place: New Delhi Whole Time Director Managing Director
Date: 02.09.2022 DIN: 05108809 DIN: 01761004