Crimson Metal Engineering Company Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 35th Annual Report of Crimson Metals Engineering Company Limited along with the audited financial statements for the year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

2018-2019 2017- 2018

Amount in Rupees

S. NO PARTICULARS Audited financial Statement for the year ended 31.03.2019 Audited financial Statement for the year ended 31.03.2018
1 TOTAL REVENUE 10,08,14,989 33,37,39,092
2 TOTAL EXPENSES 9,93,81,931 32,78,83,808
3 PROFIT BEFORE TAX 14,33,058 58,55,283
4 CURRENT TAX 286612 11,71,057
5 DEFERRED TAX - -11,30,803
6 PROFIT AFTER TAX 11,46,446 58,15,030

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.

During the year 2018-2019, the Company has earned a net profit after tax of Rs. 11,46,446as against Rs. 58,15,030 earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs. 10,08,14,989during the year 2018-2019 as against Rs. 33,37,39,092 achieved in 2017-2018.

During the year under review the company has generated major income from leasing activities

DIVIDEND&TRANSFER OF PROFIT TO RESERVES:

In order to conserve resources the board of directors has decided not to declare any dividend for the current financial year 2018 – 2019 and has not proposed to transfer any of its profits to reserves.

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are 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 to which the financial statements relate and the date of the report except that the company has started earning lease rental income from its related party; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There has been no loan, guarantees and investment given or made by the Company under Section 186 of the Act during the financial year 2018 – 2019.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company doesnt have any subsidiaries, associates and joint venture companies.

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

31.03.2019 31.03.2018
Earnings in Foreign Currency NIL NIL
Expenditure in Foreign Currency USD 13,059 USD 3,25,980
Expenditure in Foreign Currency GBP 4,600 GBP 4,600

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition and Independent Directors

The Board consists of the Executive Chairman, two Executive directors and ThreeIndependent Directors.

Independent Directors are appointed for a term of five years and are not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBILODR.

Retirement by Rotation: -

In terms of Section 152 of the Companies Act 2013, Ms. R Uma, who retire by rotation at the forthcoming AGM and is eligible for re-appointment. Ms. R Umaofferedherself for re-appointment. HerBrief profile is included in the Notice of forthcoming Annual General Meeting of the company

Key Managerial Personnel:

The company has been appointed as Mr. Manish Rai as Company Secretary and Ms. Sivgami as Chief Financial Officer during the year under report.

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.

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 www.crmetal.in.

INFORMATION U/s 197(12) OF THE COMPANIES ACT 2013

The information required under section 197 (12) of the Act read with rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure-I.

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

AUDITORS

STATUTORY AUDITORS

As per the provisions of the Companies Act 2013, of M/ s.Jain Vishal & Co, Chartered Accountants (Firm registration number : 015407S) were appointed auditors of the company from the conclusion of the 33rdAnnual General Meeting (AGM) of the company held on 26th September,2017till the conclusion of 38thAGM and they continue to be the Auditors. Consequent to the omission of proviso to sub-section 1 of section 139 by the Companies Amendment Act, 2018 read with Notification S.O. 1833(E) dated 7th May 2019, the ratification of the Appointment of Auditors is no longer required.

COMMENT ON STATUTORY AUDITOR REPORT

There are no qualifications, reservations, remarks or disclaimers made by M/s. Jain Vishal & Co, Chartered Accountants, in their auditor report .The statutory auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2018 – 2019.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, M/s Lakshmmi Subramanian &Associates,a firm of Company Secretaries in Practice to undertake Secretarial Audit of the Company for the financial year 2018 – 2019.

The Secretarial Audit report as received from the secretarial auditor is annexed to this report as Annexure II.

COMMENT ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor, in the Secretarial Audit Report, the company has taken the corrective measures during the current financial year.

INTERNAL CONTROL AND ITS ADEQUACY

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, 2019 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. The company at present is not having an internal auditor and the company is in the process of appointing the same"

RELATED PARTY TRANSACTIONS

During the year 2018 – 2019, the Company has not entered into any transaction with related parties as per section 188of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in form MGT -9 as provided under Sub Section (3) of the Section 92 of the Companies Act,2013 (the "Act") is annexed herewith as Annexure –III to this report.

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 in the Company website www.crmetal.in

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 thereunder. In view of Limited Number of Employees at present Internal Complaints committee has not been formed so far. During the financial year 2018 – 2019, the Company has not received any sexual harassment complaints.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

DEPOSITS FROM PUBLIC

The Company has not accepted any depositsfrom public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

CORPORATE GOVERNANCE REPORT

Since your companys paid up capital and Net worth is less than Rs.10 Crores and Rs.25 Corers respectively, the provisions of clause 27 of the SEBILODR,2015 relating to Corporate Governance, is not applicable to the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 (SEVEN) times during the financial year, and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, 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 the Nomination and Remuneration Committees.

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 self-evaluation.

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.

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

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 clause 49 of the Listing Agreement, the Board of Directors had approved the policy on vigil mechanism / whistle blower and the same was hosted on the website of the Company. The policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your 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

BOARD COMMITTEES

The Board had constituted the following committees Viz Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is not meeting the threshold as prescribed under Companies Act, 2013, i.e., Net Profit greater than Rs.5 Crores or Turnover greater than Rs.1000 Crores or Net worth greater than Rs. 500 Crores in the preceding 3 Financial Years and therefore the provisions relating to CSR in accordance with the provisions of section 135 of the Act does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year, there were no such instances of significant and material orders passed by the regulators, courts or tribunals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is attached with this Report as Annexure IV.

DISCLOSURE OF ACCOUNTING TREATMENT:

No differential treatment has been followed during the financial year 2018 – 2019in preparation of the financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they 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 or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating properly; and

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staff at all levels.

For and on behalf of
the Board
VINAY KUMAR GOYAL CHANDRAKESH PAL
MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN-00134026 DIN: 07277936
Place: Chennai
Date: 14.08.2019