The Directors have pleasure in presenting the 41st Annual Report on thebusiness and operations of the Company together with the financial results for the periodended 31st March 2016.
|Financial results are presented in the table below: || || |
| || ||(Amount in Rupees) |
| ||Current year ended (12 months) ||Previous year ended (12 months) |
| ||31-03-2016 ||31-03-2015 |
|Total Income Revenue ||220622958 ||204515097 |
|Less: Total Expenses ||212894770 ||198540347 |
|Profit before Exceptional and Extra ordinary items & tax ||7728188 ||5974750 |
|Less: Exceptional Items ||0 ||0 |
|Less: Extraordinary Items ||0 ||0 |
|Profit or Loss before Tax ||7728188 ||5974750 |
|Less: || || |
|(a) Current tax expense for current year ||2220040 ||1764090 |
|(b) Deferred tax ||- ||- |
|(c) Prior Period Tax ||- ||- |
|Profit or Loss After Tax ||5508148 ||4210660 |
The overall performance for the financial year ended 31st March 2016 was satisfactory.The profits of company earned during the year were amounted to Rs. 5508148/-. Howeveryour Directors are confident that the company will do much better in future and trying itslevel best to further improve its performance.
Keeping in view the present financial position of the company your Directors do notrecommend any dividend for the year ended 31st March 2016.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Companys internal financial controls were adequate and effective during thefinancial year 2015-16.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in website of company.
INTERNAL FINANACIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to companyspolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Companys internal financial controlsystem also comprises due compliances with Companys policies and Standard OperatingProcedures (SOPs) and audit and compliance by in-house Internal Audit Divisionsupplemented by internal audit checks from M/s. Kudsia & Associates ChartedAccountants the Internal Auditors. The Internal Auditors independently evaluate theadequacy of internal controls and concurrently audit the majority of the transactions invalue terms. Independence of the audit and compliance is ensured by direct reporting ofInternal Audit Division and Internal Auditors to the Audit Committee of the Board.
NUMBER OF MEETINGS OF THE BOARD
Five Board meetings of the board were held during the year. For details of the meetingsof the board please refer to the Corporate Governance report which forms part of thisreport.
COMMITTEES OF THE BOARD
Detailed information on the Board and its Committees is provided in the Report onCorporate Governance forming part of this Annual Report..
Audit Committee (Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
As at March 31 2016 the Audit Committee comprised of Two Independent Directorsnamely Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and one Non-Executive Directornamely Mr. Amitabh Agrawal. Mr. Maman Chand Jain is the Chairman of the Audit Committee.All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee (Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015
As at March 31 2016 the Nomination and Remuneration Committee comprised of TwoIndependent Directors namely Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and oneNon-Executive Director namely Mr. Amitabh Agrawal. Mr. Maman Chand Jain is the Chairmanof the Nomination and Remuneration Committee.
Stakeholders Relationship Committee (Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015
As at March 31 2016 the Stakeholders Relationship Committee comprised of TwoIndependent Directors namely Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and oneNon-Executive Director namely Mr. Amitabh Agrawal. Mr. Ashwani Kumar Jindal is theChairman of the Stakeholders Relationship Committee.
RISK MANAGEMENT COMMITTEE (Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015
The provisions of this regulation shall be applicable to top 100 listed entitiesdetermined on the basis of market capitalisation as at the end of the immediate previousfinancial year.
Your company is not required to mandatorily form Risk Management Committee as theprovision is applicable to top 100 listed entities.
Furthermore the company has decided to discontinue the Risk Management Committeeformed by the company under (Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.
NON MANDATORY COMMITTEES
As at March 31 2016 the Management Committee comprised of one Executive Directornamely Mr. Suresh Chandra Agrawal one Managing Director namely Mr. Piyush Agrawal oneWhole Time Directors namely Mr. Chaitanya Agrawal and one Independent Director Mr.Ashwani Kumar Jindal. Mr. Piyush Agrawal is the Chairman of the Management Committee.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given in AnnexureI in the prescribed Form MGT-9 which forms part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of this Report and are annexed as AnnexureII. There are no employees who are drawing remuneration in excess of the limits as setout in provisions of Section 197(12) of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Retirement benefit in the form of provident fund is a defined contribution scheme. Thecontributions to the provident fund are charged to the statement to the profit and lossfor the year when the contributions are due.
Pending determination of liability for gratuity payable no provision has been made inthe accounts for expenses of gratuity. The expenditure on account of gratuity is accountedin the year of payment. On account of non provision of gratuity payable the profit hasbeen over stated but the same cannot be quantified in absence of exact amount payableunder 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 SeniorManagement Personnel. The Code requires the Directors and employees of the Company to acthonestly ethically and with integrity and in a professional and respectful manner.Directors and Senior Management of the Company have confirmed compliance with the code ofconduct applicable to the Directors and employees of the Company and declaration in thisregard 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 SeniorManagerial Personnel. The said code was communicated to the Directors and members of thesenior management and they affirmed their compliance with the said code. The adopted Codeis posted on the Companys website www.cranexltd.com. Pursuant to the requirements ofthe SEBI (Prohibition of Insider Trading) Regulations 2015 your Company has adopted Codeof practices and procedures for disclosure of unpublished price sensitive information andCode 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 SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted thereunder. The primary objective of the said Policy is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.
NOMINATION REMUNERATION & EVALUATION POLICY (Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination Remuneration & Evaluation Policy which inter-alia lays down thecriteria for identifying the persons who are qualified to be appointed as Directors and/orSenior Management Personnel of the Company alongwith the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section 178 of Companies Act 2013and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015. The details of the same are provided in Corporate Governance Report forming part ofthis Annual Report.
DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL MECHANISM (Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015]
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies
(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015] the Company has adopted aWhistle Blower Policy which provides for a vigil mechanism that encourages and supportsits Directors and employees to report instances of unethical behaviour actual orsuspected fraud or violation of the Companys Code of Conduct or Ethics Policy. Italso provides for adequate safeguards against victimisation of persons who use thismechanism and direct access to the Chairman of the Audit Committee in exceptional cases.The details of the same are provided in Corporate Governance Report forming part of thisAnnual Report.
RISK MANAGEMENT POLICY
(Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015)
Your Company has formulated and adopted a Risk Management Policy. The Board ofDirectors is overall responsible for identifying evaluating and managing all significantrisks faced by the Company. The Risk Management Policy approved by the Board acts as anoverarching statement of intent and establishes the guiding principles by which key risksare managed across the organisation.
RELATED PARTY TRANSACTION POLICY
[Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015]
Related Party Transaction Policy as formulated by the Company defines the materialityof related party transactions and lays down the procedures of dealing with Related PartyTransactions. The details of the same are provided in Corporate Governance Report formingpart of this Annual Report.
DOCUMENT RETENTION AND ARCHIVAL POLICY
(Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015
Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listing entity shallformulate a policy for preservation of documents and Regulation 30(8) of the Regulationsis also required to have an archival policy on archiving all information disclosed tostock exchange(s) and the same being hosted on the Companys website.
MATERIALITY DISCLOSURE POLICY
[Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015]
Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listed entity shallmake disclosure of any events or information which in the opinion of the Board ofDirectors of the listed company is material and the same being hosted on theCompanys website.
SECRETARIAL AUDITORS AND THEIR REPORTS
M/s PARVEEN RASTOGI & CO. Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2015-16 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them in the prescribed FormMR- 3 is attached as Annexure III and forms part of this report. Thereare no qualifications or observations or other remarks of the Secretarial Auditors in theReport issued by them for the financial year 2015-16 which call for any explanation fromthe Board of Directors.
STATUTORY AUDITORS AND THEIR REPORTS
M/s. P.D. Mittal & Co. Chartered Accountants have been appointed as StatutoryAuditors of the Company to hold office from the conclusion of 39th Annual General Meetinguntil the conclusion of 42nd Annual General Meeting of the Company to be held in 2017subject to ratification of the appointment by the Members at every subsequent AnnualGeneral Meeting as per the provisions of Companies Act 2013.
TRANSACTIONS WITH RELATED PARTIES
Related party transactions entered during the financial year under review are disclosedin Note No. 23 of the financial statements for the financial year ended March 31 2016.These transactions entered were at an arms length basis and in the ordinary courseof business. There were no materially significant related party transactions with theCompanys Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. Form AOC-2 containing the note onthe aforesaid related party transactions is enclosed herewith as
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
EMPLOYEES STOCK OPTION SCHEME
During the year under review the Company has not allotted any shares under EmployeeStock Option Scheme (ESOS) and hence no disclosure is required to be made in compliancewith Securities and Exchange Board of India (Share Based Employee Benefit Schemes)Regulations 2014.
As per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 enteredinto with the stock exchanges corporate governance report with auditors certificatethereon and management discussion and analysis are attached which form part of thisreport.
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) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption 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 andoptimum utilisation of available resources and has been steadily making progress towardsthis end.
The company has taken lot of initiatives for reduction in power cost byimproving the production processes. Production process of the company does not requiremuch power.
There is an optimum ratio of glass windows to utilise natural light and properinsulation / ventilation to balance temperature and reduce heat.
b) Impact of above measures :
The above measures will results in lower energy consumption significantreduction 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 newmodels of the cranes. Your company is constantly improving its technology to match worldstandards which is reflected in the new orders being received from very quality consciouscustomers.
C. Foreign Exchange Earnings and Outgo
|S. No. ||Particulars ||Current Year Amount (in Rs.) ||Previous Year Amount (in Rs.) |
|1. ||Foreign Exchange Earned ||2837344 ||3074905 |
|2. ||Foreign Exchange Outgo ||334839 ||780689 |
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34 and schedule V of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis for the year isseparately given and forms part of this Annual Report as Annexure V which providesa more detailed analysis on the performance of individual businesses and their outlook.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) 2015 with the aim to consolidate andstreamline the provisions of the Listing Agreement for different segments of capitalmarket to ensure better enforceability . The said regulations were effective from December1 2015. Accordingly all listed companies were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with Bombay Stock Exchange limited on February 13 2016.
In accordance with the "Green Initiative" the Company has been sending AnnualReport/Notice of AGM in electronic mode to those Shareholders whose email ids areregistered 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 hasestablished connectivity with Central Depository Services (India) Limited and NationalSecurities Depository Limited (NSDL). In view of the numerous advantages offered by theDepository system members are requested to avail the facility to dematerialization ofshares either of the Depositories as aforesaid. Directors are thankful to the Shareholdersfor actively participating in the Green Initiative.
Mr. Chaitanya Agrawal whole time Director of the Company retires by rotation andbeing eligible offers himself for re-appointment. Your directors solicit your approvalfor his reappointment as a Director of the Company.
KEY MANAGERIAL PERSONNELS
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
|1. Mr. Piyush Agrawal || (Managing Director) |
|2. Mr. Chaitanya Agrawal || (Chief Financial officer & Whole Time Director) |
|3. Mrs. Poonam Nayal || (Company Secretary). |
During the year under review Ms. Khushboo Verma has resigned from the post of CompanySecretary w.e.f. 01.11.2015 and Mrs. Poonam Nayal was appointed as Company Secretary ofthe Company w.e.f. 01.11.2015.
Mr. Chaitanya Agrawal was appointed as a Chief Financial officer & Key ManagerialPersonnel of the the Company w.e.f. 24.04.2015 under section 203 of the Companies Act2013.
REPORT ON CORPORATE GOVERNANCE
Your Company believes in adopting best practices of corporate governance. CorporateGovernance principles are enshrined in the spirit of company which forms the core valuesof the company. These guiding principles are also articulated through the companyscode of business conduct corporate governance guidelines charter of various subcommittees and disclosure policy."Annexure-VI "
As per the applicable provisions of Schedule- V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by your company together with certificate form M/s Parveen Rastogi& Co. Company Secretary on compliance with corporate governance norms under theListing Regulations.
However in terms of Section 136(1) of the Act this Report and Financial Statementsare being sent to the Members and others entitled thereto excluding the Statement ofParticulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
The said Statement is available for inspection by the Members at the Registered Officeof the Company during business hours on working days upto the date of the ensuring AnnualGeneral Meeting. If any member is interested for obtaining a copy thereof the same ismade available to him on receiving a request.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfil all the conditions specified in the Companies Act 2013 making them eligible to actas Independent Directors
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
CAPITAL STRUCTURE AND LISTING OF SHARES
The paid up equity share capital as on 31st March 2016 was Rs. 60000000/- (RupeesSix Crores). There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued shares with differential voting rightssweat equity shares nor has it granted any stock options
The Companys shares are listed on the Bombay Stock Exchange Limited (BSE) andare actively traded. The company has paid the listing fees to Bombay Stock Exchanges forthe year 2015-16.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of Employees have enabled the Company atgood position in the industry. It has taken various steps to improve productivity acrossorganization.
Your Directors place on record their gratitude to the Central Government StateGovernments and Companys Bankers for the assistance co-operation and encouragementthey extended to the Company. Your Directors also wish to place on record their sincerethanks and appreciation for the continuing support and unstinting efforts of investorsvendors dealers business associates and employees in ensuring an excellent all aroundoperational performance.
| || ||By Order of the Board of Directors |
| || ||For Cranex Limited |
| ||Sd/- ||Sd/- |
| ||Piyush Agrawal ||Chaitanya Agrawal |
|Place: New Delhi ||Managing Director ||Whole Time Director |
|Date: 05-09-2016 ||DIN: 01761004 ||DIN: 05108809 |