Crimson Metal Engineering Company Ltd Directors Report

The Members

Crimson Metal Engineering Company Limited

The Company is pleased to present the 40^th Boards Report of the Company together with the Companys Audited Financial Statements for the Financial Year (FY) ended March 31, 2024 ("FY 2023-24").

1. FINANCIAL RESULTS

A brief summary of the Companys financial performance for the financial year is as under:

Particulars	FY 2023-24	FY 2022-23
Revenue from operation	827.70	816.20
Other income	4.05	0.76
Total revenue	831.74	816.96
Less: Depreciation and Amortization expenses	182.37	168.70
Less: Other expenses	631.27	636.48
Total expenses	813.64	805.18
Profit/Loss before tax	18.10	11.78
Less: Current tax	-	-
Less: Deferred tax (Liability/Asset)	151.39	(20.71)
Profit/Loss after tax	(133.29)	32.49
Earnings Per Share: Basic and diluted	(3.01)	0.73

2. STATE OF COMPANYS AFFAIRS (FINANCIAL HIGHLIGHTS)

During the FY 2023-24, the revenue from operations was ^ 827.70 lakhs. The revenue from operations of the Company has been increased by 1.34% during the FY 2023-24 as compared to ^ 816.20 lakhs in the previous FY 2022-23. The Company suffered loss after tax of ^ 133.29 lakhs during the FY 2023-24. The Company continues to take effective steps in broad-basing its range of activities.

3. DIVIDEND

During the FY 2023-24 no dividend is being recommended by the Director.

4. 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.

However, the Company had received loan from its director/relative of director as on 31st March, 2024 and outstanding amount payable to them is Rs. 10,09,078/-. The details of loan received from director/relative of director is provided in the financial statements.

5. TRANSFER TO RESERVE

During the said financial year, the Company has not transferred any amount to any reserve of the Company.

6. CAPITAL STRUCTURE

As on March 31, 2024, the Company has Authorized Share Capital of ^ 10,00,00,000/- and Paid Up share capital of ^ 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.

7. REPORTING OF FRAUD

During the said financial year, no instances of fraud were reported by the Statutory Auditors of the Company.

8. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the said financial year.

9. 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.

10.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.

11. 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.

12. 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.

13. 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.

14.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, 2024 is selfexplanatory and do not call for any further comments. Further, the Auditors Report does not contain any qualification, reservation, adverse remarks or disclaimer.

15.SECRETARIAL AUDITORS

The Board appointed Mr. Chetan Gupta, Managing Partner of APAC and Associates LLP, (Unique ICSI Code.: P2011DE025300) on 29^th May, 2024 to conduct the secretarial audit of the Company for the FY 2023-24 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".

16. 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/.

17. I NTERNAL 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, 2024 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.

18. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management discussion & Analysis Report for the FY 2023-24, as stipulated under the SEBI (LODR) 2015, presented in the separate section forming part of the Boards Report as "Annexure B".

19. 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.

20. 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 Directors were resigned or appointed in the Company after the end of the financial year and before the date of this report:

Independent Director
*Mr. Krishan Batra	Independent Director	Resignation	25/05/2024
Mr. Prakash Arya	Independent Director	Appointment	29/05/2024

* Mr. Krishan Batra resigned from the designation of Independent Director w.e.f. 25/05/2024 due to his pre-occupation.

21. 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.

22. MEETINGS HELD DURING THE YEAR

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, whereas the Audit Committee met 4 (Four) times, Nomination & Remuneration Committee met 3 (Three) times, Stakeholder Relationship Committee and Independent Directors have met 1 (One) time each.

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 23, 2023	-	-	-	-
May 29, 2023	May 29, 2023	May 29, 2023	-	-
July 28, 2023	July 28, 2023	July 28, 2023	-	-
September 25, 2023	-	-	-	-
November 08, 2023	November 08, 2023	-	-	-
December 01, 2023	-	December 01, 2023	-	-
February 12, 2024	February 12, 2024	-	February 12, 2024	February 12, 2024

23. BOARD COMMITTEE

The Board had constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Composition of the aforesaid committees are specified below:

S. No. Committee	Members	Role in Committee
1 Audit Committee	Sanjay Kumar	Chairman
	Prakash Arya	Member
	Uma Rajaram	Member
2 Nomination & Remuneration Committee	Sanjay Kumar	Chairman
	Prakash Arya	Member
	Velu Paneerselvem	Member
3 Stakeholders Relationship Committee	Sanjay Kumar	Chairman
	Vinay Kumar Goyal	Member
	Uma Rajaram	Member

24. 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.

Mr. Prakash Arya was appointed as an Additional Non-Executive Independent Director of the Company also gave proper declaration that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013.

25. DIRECTORS/KMP APPOINTED OR RESIGNED DURING THE YEAR

Following Directors/KMP were appointed or resigned during the year under review:

A. Ms. Prachi Mittal was terminated from the post of the Company Secretary & Compliance Officer w.e.f. 23^rd May, 2023.

B. Mr. Vinay was appointed as a Company Secretary cum Legal & Compliance Officer w.e.f. 29^th May, 2023.

C. Mr. Vinay was resigned from the post of the Company Secretary cum Legal & Compliance officer w.e.f. 16^st September, 2023;

D. Mr. Kanhaiya Lal Pandey ceased from the designation of director due to expiry of tenure w.e.f. 17^th September, 2023.

E. Ms. Divya Arora was appointed as a Company Secretary & Compliance Officer w.e.f. 01^st December, 2023.

26. 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. Velu Paneerselvam, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible and has offered himself for his reappointment.

27. 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/.

28. 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 Earnings and Outgo	31.03.2024	31.03.2023
Earnings in foreign currency	NIL	NIL
Expenditure in Foreign Currency	NIL	NIL

29. 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 2023 - 2024, the Company has not received any sexual harassment complaints.

30. EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Companys website www.crmetal.in.

31. HUMAN RESOURCES

Industrial harmony was maintained during the year through peaceful and productive employee relations. To augment the skills of employees, few training sessions were imparted to employees on matters related to ethics and compliance, discipline, safety of the employees and environmental awareness. Wide-ranging employee engagement initiatives were organized to sustain the engagement levels of employees.

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Act read with Rule 6 of Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time thereof), the dividends {unpaid/ unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account} and underlying equity shares {on which dividend has not been paid or claimed by the members for seven consecutive years} are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

The Company didnt declared any dividend in the past 7 (Seven) years and nothing is transferred to the IEPF during the said Financial Year.

33. 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.

34. 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.

35. RELATED PARTY TRANSACTIONS

During the year FY 2023-24, the Company has entered into any transaction with related parties as per section 188 of the Companies Act, 2013 as per "Annexure C".

36.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.

37. 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.

38.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".

39. 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.

40. DISCLOSURE OF ACCOUNTING TREATMENT

No differential treatment has been followed during the financial year 2023 - 2024 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 expressed in any such forward-looking statements.

41. 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 2023-24 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, 2024 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 2023-24 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.

42. 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.

Form No. MR-3 Secretarial Audit Report

(For the Financial Year ended March 31, 2024)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Crimson Metal Engineering Company Limited

163/1, Prakasm Road Broadway,

Chennai-600108, India

We were appointed by the Board of Directors of Crimson Metal Engineering Company Limited (hereinafter called "the Company") at the Board Meeting held on May 29, 2024 to conduct the Secretarial Audit for the Financial Year 2023-24.

A. Managements Responsibility on Secretarial Compliances

The Companys Management is responsible for preparation and maintenance of the secretarial records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.

B. Auditors Responsibility

Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis for our opinion.

C. Opinion

1. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

2. Based on our verification of the books, papers, Minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial period ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and Compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder, as applicable;

II. The Secretarial Standard with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India;

III. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder;

IV. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

V. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

VI. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended;

c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;

d) The Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2018; - Not applicable as the Company has not issued any security during the financial year under review.

e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; - Not applicable as the Company has not issued any share based benefit to employees and sweat equity shares during the financial year under review.

f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; - Not applicable as the Company has not issued any non-convertible securities during the financial year under review.

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review.

h) The Securities and Exchange Board of India (Delisting of Equity Shares) regulations, 2021; - Not applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review.

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - Not applicable as the Company has not buy back its equity shares during the financial year under review.

3. During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

4. We have relied on the representation obtained from the management of the Company and based on the report received, except as given in the Auditors Report, there has been due compliance with the laws applicable specifically to the Company.

5. We further report that compliance of applicable financial laws including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

D. Based on Information received & records maintained, we further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2. Adequate notice is given to all Directors to schedule the Board Meetings which was sent at least seven days in advance. The agenda and the detailed notes on agenda were also sent before the meeting and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. Majority decisions are carried out with the requisite majority and the same has been recorded in the minutes, further the dissenting Directors views are also captured and recorded as part of the minutes, if any.

However, there is further scope to improve the systems and processes in the company and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Annexure A To,

The Members,

Crimson Metal Engineering Company Limited

163/1, Prakasm Road Broadway,

Chennai-600108, India

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2. We have followed the audit practices and processes as we were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.