Crimson Metal Engineering Company Ltd Management Discussions

OVERVIEW

This operating and financial review is intended to convey the Managements perspective on the financial and operating performance of the Company as on the close of the Financial Year 202324. This Report is to be read in conjunction with the Companys financial statements, the schedules and notes thereto and the other information included elsewhere in the Integrated Report. The Companys financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) complying with the requirements of the Companies Act, 2013 (Act), as amended and Regulations issued by the Securities and Exchange Board of India (SEBI) from time to time.

INDUSTRY STRUCTURE AND DEVELOPMENTS.

Crimson Metal Engineering Company Ltd is in to steel industry. Temporarily, we are not in our main line of business, albeit at low level, due to tough economic environment and will try to resume as situation warrants so.

OPPORTUNITIES AND THREATS

The Company is exploring the revival of the production and marketing of the Companys product and given the competitive nature of the product the final decision for revival may take longer than expected. Currently the time frame estimated is upwards of 24 months.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The company have been operating in single segment and product viz., manufacture of pipes and recently leased its manufacturing activities for the time being

OUTLOOK

The Company believes that the overall economy is in the revival mode and due to the absence of the company in the segment they were operating they have to catch up a significant lost ground to achieve quick recovery.

RISK & CONCERNS

The main risk to which the company is exposed to is the fluctuation in the Raw material prices and the competition from the various competitors. Companys Enterprise Risk Management (ERM) process has matured over the years and the ERM team is regularly working to make it more effective and robust to cover all areas of business.

The ERM process involves periodic identification of risks which is likely to affect the business adversely, rating the risks on their impact and likelihood, preparation of risk heat map, identification of early warning indicators, estimation of risk velocity, implementation of risk mitigation plans by the risk owners and continuous monitoring of the mitigation plans by the Risk Management Committee of the Board and the Management. Risks are being identified in the areas including sales, supply chain, finance, regulatory approvals, environment, operations, safety, projects, industrial relations, etc. Mitigation strategies and plans have been accordingly developed to manage and mitigate the likelihood and impact of such risks.

Adequate management control is in place to ensure quick action on early warnings and to proactively monitor and mitigate all potential risks. A comprehensive risk management strategy act as a framework for all de-risking and risk mitigation activities undertaken by your company with the fullest involvement of top management professionals.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. The Company regularly monitors that all regulatory guidelines are complied with at all levels.

The Audit Committee constituted by the Board reviews the adequacy of the internal control system.

FINANCIAL AND OPERATIONAL PERFORMANCE

The financial statements are prepared in compliance with the requirements of the Companies Act and the Indian Accounting Standards (Ind As) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). The financial statements of the Company for the financial year ended March 31, 2024 are prepared in accordance with the Ind As. Previous year figures have been regrouped/rearranged to make them comparable with figures of current year.

The details of the financial performance of the Company are reflected in the Balance Sheet, Statement of Profit & Loss and other Financial Statements, appearing separately. Highlights are provided below:

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total Income	827.70	816.96
Profit before Tax	18.10	11.78
Profit after Tax	(133.29)	32.49

The financial performance of the Company has been further explained in the Directors Report of the Company for the Financial Year 2022-23 appearing separately.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Management is keen on following the best practices for attracting, retaining and enhancing human resources of the Company. Internal transfer, job rotation and training have been inculcated at different levels of the organization hierarchy to evolve team leaders and managers. The above-mentioned measures will ensure a motivated workforce, promote the ownership and sharing economic growth of the Company.

Competing on the strength of our people, all of us are bonded together by core values of Pride, Integrity, Discipline and Ambition. We thrive in this climate of Right People for Right Culture. Your Company has consciously built an entrepreneurial and empowering culture of Results, Not Reasons. Our culture emphasises on having a workforce that is diverse, agile, eager to learn and driven to succeed.

STATUTORY COMPLIANCE

The Managing Director, after obtaining confirmation from all the departments of the Company, makes a periodic declaration regarding the compliance with the provisions of various statutes, applicable to the Company. An enterprise-wide digital compliance management tool has been implemented to help monitor compliance real-time across the organization. Due systems and processes are in place to ensure effectiveness of this tool. The Company Secretary, being the Compliance Officer, ensures compliance with the relevant provisions of the Companies Act, 2013 and SEBI Listing Regulations.

CAUTIONARY STATEMENT

The Company has made forward-looking statements in this document that are subject to risks and uncertainties. Forward-looking statements may be identified by their use of words like experts, believes, estimates or similar expressions. All statements that address expectations or projections about the future, including, but not limited to, statements about Companys strategy for growth, product development, market position, market expenditures, and financial results are forward-looking statements.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis

a. Name(s) of the related party and nature of the relationship	Nil
b. Nature of contracts/arrangements/transactions	Nil
c. Duration of the contracts / arrangements/transactions	Nil
d. Salient terms of the contracts or arrangements or transactions including the value, if any	Nil
e. Justification for entering into such contracts or arrangements or transactions	Nil
f. date(s) of approval by the Board	Nil
g. Amount paid as advances, if any:	Nil
h. The date on which the resolution was passed in general meeting as required under the first proviso to section 188	NA

2. Details of material contracts or arrangement or transactions at arms length basis A.

a. Name(s) of the related party and nature of the relationship	Ganges Internationale Private Limited (Enterprises over which control/significant influence exist of directors or their relatives)
b. Nature of Contracts/arrangements/transaction	Lease rent Received
d. Duration of the contracts/arrangements/ transactions	April 01, 2023 to March 31, 2024
e. Salient terms of the contracts or arrangements or transactions including the value, if any	Rs. 550.00 (in Lakhs)
f. Date(s) of approval by the Board, if any:	NA
d. Amount paid as advances, if any:	NA

 

a. Name(s) of the related party and nature of the relationship	Ganges Internationale Private Limited (Enterprises over which control/significant influence exist of directors or their relatives)
b. Nature of Contracts/arrangements/transaction	Purchase
d. Duration of the contracts/arrangements/ transactions	April 01, 2023 to March 31, 2024
e. Salient terms of the contracts or arrangements or transactions including the value, if any	Rs. 275.26 (in Lakhs)
f. Date(s) of approval by the Board, if any:	NA
d. Amount paid as advances, if any:	NA

PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197(12) OF COMPANIES ACT, 2013 & COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A) Disclosures pursuant to rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Particulars	Disclosure Details
Name of Director	Chandrakesh Pal	Uma Rajaram	Prachi Mittal	Vinay	Divya Arora
the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;	2.39	1.01	1	0.49	0.54
the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, \ Company Secretary or Manager, if any, in the financial year	N/A	N/A	N/A	N/A	N/A
the percentage increase in the median remuneration of employees in the financial year;	N/A	N/A	N/A	N/A	N/A
the number of permanent employees on the rolls of company	3
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof (and point out if there are any exceptional circumstances for increase in the managerial remuneration	N/A
affirmation that the remuneration is as per the remuneration policy of the company	The Company affirms that the remuneration is as per the remuneration policy of the company

B) Disclosures pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Will be sent to the concerned stakeholder on request.

S. N o. Name of employee	Designation of Employee	Remuneration Received	Nature of Employment	Qualification & Experience of employee	Date of Commencement of employment	Age of employee	Last employment held	% of equity shares held by employee
1 Vinay Kumar Goyal	Managin g Director	0	Permane nt	B. Com with 36 years of Experien ce	01-04-1997	53	N/A	2.72	N o
2 Chandrak esh Pal	WTD & CFO	5,65,606	Permane nt	BA with 25 years of experien ce	01-02-2016	45	Ganges Internatio nale Private Limited	No	N o
3 Uma Rajaram	WTD	2,39,044	Permane nt	B com with 27 years of Experien ce	06-09-1995	55	N/A	No	N o
4 Prachi Mittal	CS	2,36,457	Permane nt	ACS with 17 years of experien ce	01-06-2022	38	Astha Finvest Limited	No	N o
5 Vinay	CS	1,16,636	Permane nt	ACS with 6 months experien ce	29-05-2023	25	N/A	No	N o
6 Divya Arora	CS	1,28,520	Permane nt	ACS with 8 months experien ce	01-12-2023	28	N/A	No	N o

CEO AND CFO CERTIFICATION To

The Board of Directors

Crimson Metal Engineering Company Limited

We, Vinay Kumar Goyal, Managing Director and Chief Executive Officer and Chandrakesh Pal, Chief Financial Officer of the Company, to the best of our Knowledge and belief, certify that:

a) We have reviewed the financial statements and cash flow statement of Crimson Metal Engineering Company Limited for the financial year ended on 31^st March, 2024 and to the best of our Knowledge and belief:

i) These Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

ii) These Statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) To the best of our Knowledge and belief, no transactions entered into by the Company during the financial year ended on 31^st March, 2024 are fraudulent, illegal or violate the Companys code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware, have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.

d) We have indicated to the auditors and the audit committee that:

i) There has not been any significant change in internal control over financial reporting during the year;

ii) There has not been any significant change in accounting policies during the year requiring disclosure in the notes to the financial statements.

iii) We are not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Companys internal control system over financial reporting.

e) We further declare that all Board members and senior management personnel have affirmed compliance with the Code of Conduct for the financial year ended on 31^st March, 2024.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS [Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015]

To,

The Members

Crimson Metal Engineering Company Limited 163/1, Prakasm Road Broadway,

Chennai-600108, India

We have examined the relevant disclosures provided by the Directors of Crimson Metal Engineering Company Limited having CIN L27105TN1985PLC011566 and having registered office at Office no. 163/1, Prakasm Road Broadway, Chennai-600108, (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company, as stated below for the Financial Year ending on March 31, 2024, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any such other Statutory Authority.

S. No Name of Directors	DIN	Date of appointment in Company	Date of cessation, if any
1. Mr. Vinay Kumar Goyal	00134026	14/09/1996	-
2. Mr. Chandrakesh Pal	07277936	23/12/2015	-
3. Mr. Velu Paneerselvam	03021605	13/08/2021	-
4. Ms. Uma Rajaram	07029264	28/09/2015	-
5. Mr. Sanjay Kumar	02128700	28/07/2023	-
6. Mr. Krishan Batra*	00906402	12/11/2010	24/05/2024

*Mr. Krishan Batra was resigned as an Independent Director on May 24, 2024 due to pre-occupation.

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which management has conducted the affairs of the Company.