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Creative Castings Ltd.

BSE: 539527 Sector: Engineering
NSE: N.A. ISIN Code: INE146E01015
BSE 11:45 | 06 Feb 196.90 0






NSE 05:30 | 01 Jan Creative Castings Ltd
OPEN 196.90
52-Week high 196.90
52-Week low 54.85
P/E 9.09
Mkt Cap.(Rs cr) 26
Buy Price 196.90
Buy Qty 1782.00
Sell Price 0.00
Sell Qty 0.00
OPEN 196.90
CLOSE 196.90
52-Week high 196.90
52-Week low 54.85
P/E 9.09
Mkt Cap.(Rs cr) 26
Buy Price 196.90
Buy Qty 1782.00
Sell Price 0.00
Sell Qty 0.00

Creative Castings Ltd. (CREATIVECASTING) - Director Report

Company director report


The Members

The Board of Directors hereby submits the 32nd Annual report of your Company(‘the Company' or ‘Creative') along with the audited financial statement forthe financial year ended on March 31 2017 (‘Year' or ‘Financial Year').


(Amount in Rs.)
Particulars For the year ended March 31 2017 For the year ended March 31 2016
(i) Sales (Net of Excise Duty) and other income 264053346 258425212
(ii)  Gross Profit before Interest Depreciation and Taxation (PBIDT) 38917965 38821364
Less : Interest 22261 1957
(iii) Profit before Depreciation 38895704 38819407
Less : Depreciation 5442622 5622129
(iv) Profit Before Tax (PBT) 33453082 33197278
(v) Less: Provision for Taxes:
(a) Current Tax 7016000 6461390
(b) Deferred Tax (364736) 1149475
6651264 7610865
(vi) Profit after Tax (PAT/PAIDT) 26801818 25586413
(vii) Profit B/F from previous financial year 108133495 90241030
(vii) Profit available for appropriation 134935313 115827443
(ix) Less : Appropriation
(a) Dividend: 100 % (2015-16: 30%) 13000000 3900000
(b) Tax on Dividend 2646494 793948
(c) Transfer to General Reserve 3000000 3000000
(x) Surplus carried to Balance Sheet 116288819 108133495


Performance highlights of the Company:

• Operational revenue of the Company is improved by 3.22 percent as compared toprevious financial year;

• Similarly aggregate expenditure of the Company also increased by 2.39 percentcompared to previous year figures;

• PBIDT shows increment of around less than 1 percent as against the previousfinancial year which indicates improvement in the Financial Condition of the Company.

• PAIDT considerably increased by 4.75 percent as against the previous financialyear.

During the FY 2016-17 your Company has performed reasonably good against the overallindustrial performance. The Company has taken all remedial measures for cost reductiontaken steps to increase better sales realization and has taken all steps to improve itssales which will be in the benefit of the company and all stakeholders.

No Material changes and commitments have occurred after the close of the financial yeartill the date of this report which affects the financial position of the Company.


Your Directors have recommended 100% (i.e. Rs. 10.00) per fully paid equity share asinterim Dividend for the financial year 2016-17 and have decided that whatever amountdeclared as Interim Dividend shall be considered as final. No further dividend isrecommended. In immediate previous financial year your Company had declared 30% (i.e. Rs.3.00) per equity share as final Dividend.


Regular meetings of the Board are held to review performance of the Company to discussand decide on various business strategies policies and other issues. During the financialyear ended 31st March 2017 4 (four) meetings of the Board of Directorswere convened and held on May 25 2016 July 30 2016 October 22 2016 and February 42017 wherein following Directors were present:

SR. NO. NAME OF THE DIRECTORS 25/05/2016 30/07/2016 22/10/2016 04/02/2017
1. D H. Dand P P P P
2. R R. Bambhania A P P P
3. S. V. Vaishnav P P P P
4. V D. Patel P P P P
5. D L. Dand N.A. N.A. P P
6. N.R. Thanki N.A. N.A. P P
7. M P. Khunt (Ms.) N.A. N.A. P P
8. A K. Goswami (Ms.) P A N.A. N.A.
9. J.S. Thanki P P P A
10. N.C. Vadgama P A P A
11. P.M. Nadpara A A A P
12. H.N. Vadgama A A P P
13. V.R. Vaishnav P P P P
14. P.S. Thanki A A N.A. N.A.

"P" denotes "Present" and "A" denotes"Absent with Leave".


During the year under review your Company has transferred Rs.30 lakhs to GeneralReserve of the Company.


(i) Appointment:

Shri Dhaval L. Dand Shri Naimish R. Thanki and Ms. Manishaben P. Khunt were appointedas Additional Directors of the Company in the meeting of Board of Directors held on July30 2016 in the capacity of Independent/non-executive Directors and they were entitled tohold the office till the last Annual General Meeting held on September 5 2016. TheCompany had received notice under Section 160 of the Companies Act 2013 from a memberproposing their candidature for the office of Director of the Company. Your Board hadrecommended their appointment in the last Annual General Meeting held on September 52016 and members consented the appointment of forenamed persons as Independent Directorsof the Company.

(ii) Cessations:

Pursuant to Section 161 of the Companies Act 2013 Ms. Arati K. Goswami was appointedas an Additional Director of the Company in the Board of Directors meeting held on July30 2015 in the capacity of Independent/non-executive Women Director and she was entitledto hold the office till the last Annual General Meeting held on September 5 2016.However due to her personal reasons she disinclined to get her appointment ratified atAnnual General Meeting and accordingly she has tendered her resignation w.e.f. July 302016 which is noted by the Board in its meeting held on July 30 2016.

Mr. Pinak Thanki was appointed as a Director of the Company from August 19 2013 anddue to his permanent shift to abroad he has also tendered his resignation from the Boardwhich is effective from July 30 2016.

(iii) Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Dhirubhai H. Dand and Shri Vallabhbhai R.Vaishnav Directors of the Company are liable to retire by rotation at the ensuing 32ndAnnual General Meeting and being eligible offers themself for re-appointment. Your Boardhas recommended to reappoint them as a Director of the Company.

(iv) KMP:


Pursuant to Section 203 of the Companies Act 2013 Mr. Dharmeshkumar AshwinbhaiChauhan an associate member of the Institute of Company Secretaries of India wasappointed as the whole-time Company Secretary-cum-Compliance Officer of the Company fromSeptember 1 2015. He tendered his resignation from the said post w.e.f. 30 June 2017 andhas been relieved from all his duties.


Ms. Ekta H. Bhimani being associate member of Institute of Company Secretaries ofIndia is appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 12thAugust 2017.


The Company has received the necessary declaration from each Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013.


Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts of the Company for the year ended onMarch 31 2017 the applicable accounting standards had been followed along with properexplanations relating to material departures for the same;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


Annual performance evaluation of Board its Committees and Individual Directors werecarried-out of the Financial Year pursuant to the provisions of Section 134(3)(p) theCompanies Act 2013 and in compliance with the requirements of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance.

Criteria adopted for evaluation:

(i) The Board shall evaluate the roles functions duties of Independent Directors(ID's) of the Company. Each ID shall be evaluated by all other directors' not by theDirector being evaluated. The board shall also review the manner in which ID's followguidelines of professional conduct.

(ii) Performance review of all the Non-Independent Directors of the company on thebasis of the activities undertaken by them expectation of board and level ofparticipation.

(iii) Performance review of the Chairman of the company in terms of level of competenceof chairman in steering the company.

(iv) The review and assessment of the flow of information by the company to the boardand the manner in which the deliberations take place the manner of placing the agenda andthe contents therein.

(v) The review of the performance of the directors individually its own performance aswell as evaluation of working of its committees shall be carried out by the board.

(vi) On the basis of performance evaluation it shall be determined by the Nominationand Remuneration Committee and the Board whether to extend or continue the term ofappointment of ID subject to all other applicable compliances.


The disclosure of particulars with respect to conservation of energy a statementgiving details of Technology Absorption Foreign Exchange Earnings and outgo in accordancewith the provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed hereto as Annexure - "A".


All Contracts/Arrangements/Transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.During the financial year the Company has not entered intoContracts/Arrangements/Transactions with related parties except Salary/Fees paid torelatives of Directors. Particulars of such related party transactions described in FormAOC-2 which is annexed herewith as Annexure - "B". A statement showingthe disclosure of transactions with related parties as required under Accounting Standard18 is set out separately in this Annual Report.

The board has approved a policy policy for related party transactions which has beenhosted on the website of the company. The web-link for the same is http://www. creative-cast. com/downloadAnnualReports/RTP FINAL.PDF. The related party transactions wherevernecessary are carried out by company as per this policy.

There were no materially significant related party transactions entered into by thecompany during the year which may have potential conflict with the interest of thecompany at large. There were no pecuniary relationship or transactions entered into byIndependent Director with the company during the year under review.


During the financial year 2016-17 your company has not accepted any deposits withinthe meaning of Section 73 to 76 of the Act read together with Companies (Acceptance ofDeposits) Rules 2014.


During the financial year your Company has not given Loans nor provided securities andguarantees in connection with Loans. Moreover it has not made investment in anysecurities except investment made in units of Mutual Funds. Whatsoever investment madeprior to this financial year is enumerated in the Note - 12 to the Financial Statementwhich is self-explanatory.


(i) Statutory Auditor:

The Companies Act 2013 notified and effective from April 1 2014. Section 139 of theAct lays down the criteria for appointment and mandatory rotation of statutory auditors.Pursuant to Section 139 of the Act and the Rules made thereunder it is mandatory torotate the statutory auditor on completion of two terms of five consecutive years. TheRules also lay down the transitional period that can be served by the existing auditorsdepending on the number of consecutive years for which an audit firm has been functioningas auditor in the same company. The incumbent auditor M/s. Subhash Akbari & Co. haveserved the Company for over 10 years before the Act was notified and will be completingthe maximum number of transitional period (three years) at the ensuing 32ndAnnual General Meeting.

M/s. Subhash Akbari & Co. Chartered Accountants were appointed as StatutoryAuditors of your Company at the last Annual General Meeting held on September 05 2016 fora term of one year and retires as the Auditors of the Company at the conclusion of theensuing Annual General Meeting. Pursuant to provisions of the Section 139(2) of theCompanies Act 2013 M/s. Subhash Akbari & Co has completed consecutive Ten years ofAssociation with the Company as a Statutory Auditor hence they would not be entitled toget reappointed statutorily. Your Board of Directors in their meeting held on August 122017 accorded consent and recommended to the shareholders for appointment of M/s. B. H.Advani & Associates Chartered Accountant (FRN: 117127W) for a period of Fiveconsecutive years which is subject to ratification at every Annual General Meeting of theCompany to be held after the conclusion of ensuing Annual General Meeting.

M/s. B. H. Advani & Associates Chartered Accountant (FRN: 117127W) have furnisheda Certificate to the effect that their appointment if made will be in accordance andwithin the limits specified in Section 139 (1) of the Companies Act 2013.

The report of M/s. Subhash Akbari & Co on audited financial statements and notes onfinancial statement as referred in their report are self-explanatory and do not call forany further comments of the Board. The Auditors' Report does not contain anyqualification reservation or adverse remarks if any.

(ii) Secretarial Auditor:

In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 framed thereunder Mr.Mayur Buha Proprietor of M. Buha & Co. Practicing Company Secretaries Vadodara wasappointed as Secretarial Auditors of the company for the financial year 2016-17. TheSecretarial Audit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure- "C" and forming part of this Report.

There are few qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in his Report which call for explanation from the Board of Directors.

(iii) Cost Auditor:

Your Company does not fall under the mandatory maintenance of Cost Records and/or getrecords audited from Practicing Cost Accountants as per Section 148 read with Rule 4(2) ofthe Companies (Cost Records and Audit) Rules 2014. Hence your Company has not appointedany Practicing Cost Auditor.


Statutory Audit Report:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Subhash Akbari & Co. Statute Auditors in their report. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Compa in the yearunder review.

Secretarial Audit Report:

(a) Due to death of promoter his entire shareholding transferred in the name of hiswife by virtue of transmission hence the is no such buy-sell transaction so no need tofile MGT-10.

(b) Your Board had taken decision of Investment and Borrowing during the financial yearbut not implemented thus it has filed e-form MGT-14 with respect to Borrowings andInvestment.

(c) Due to non-availability of signatory the amount of Interim Dividend to bedeposited in Separate Bank Account w delayed.

(d) There is short-fall of one Independent Director in the composition of the Board andfor that your company is trying to fii out suitable candidate.

(e) Your Company had not received continual disclosure from promoters so it has notfiled with Stock Exchange un Regulation 30(3).

(f) Your Company always made disclosure well-in-time to Stock Exchange and even alsopublished financial results English & Vernacular language timely.


The particulars of employees are given in Annexure - "D" to thisReport as required under Section 197(12) of the Compan Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Also Statement containing the names of the top ten employees in terms of remunerationdrawn as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms a part of Annexure - "D".


The Company has constituted both the mandatory Committees i.e. Audit Committee andNomination and Remunerati Committee pursuant to proviso of Sections 177 and 178 of theCompanies Act 2013. The Board has been reviewing the work] of the Committee from time totime to bring about greater effectiveness in order to comply with the various requirementsun the Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015.

Following is the composition of both the Committees:-

1. Audit Committee:-
Number of Members 4
Chairperson of Committee Mr. Dhaval Dand
Name of Members of Committee Designation
Shri Dhaval Dand Independent Director
Shri Naimish Thanki Independent Director
Smt. Manishaben Khunt Women Director/Independent Director
Shri Dhirubhai Dand Director

2. Nomination and Remuneration Committee:-

Number of Members 4
Chairperson of Committee Shri Naimish Thanki
Name of Members of Committee Designation
Shri Dhaval Dand Independent Director
Shri Naimish Thanki Independent Director
Smt. Manishaben Khunt Women Director/Independent Director
Shri Dhirubhai Dand Chairman

Company Secretary of the Company by default acts as a Secretary of the Committee(s).


Audit committee of the company met four times during the year viz. May 25 2016; July30 2016; October 22 2016; and February 4 2016 to discuss the affairs of the company.

Nomination and Remuneration Committee met twice during the year under review viz. May25 2016; and July 30 2016.


The Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules 2014re-emphasizes the need for an effective Internal Financial Control system in the Companywhich should be adequate and shall operate effectively. The Company has devised propersystem of internal financial control which commensurate with size and nature of Business.Even the Board has appointed Mr. J. M. Upadhyay being employee of the Company as anInternal Auditor of the Company pursuant to provisions of Section 138 of the CompaniesAct 2013 in order to ensure proper internal financial control.


The Industrial Relations between the Management and Employees of the Company at allLevels continued to be extremely cordial during the entire year. Both the Management aswell as Employees have good relations and work for the betterment of the value of thecompany.


Provisions relating to the Corporate Governance as prescribed under Chapter IV of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to your Company thus a separate report on CorporateGovernance is not provided in this Report.


The Management's Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Report as Annexure -"E".


The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 is not applicable to Company for the year underreview ended 31st March 2017. Therefore there is no requirement to submit aseparate report by the company.


Pursuant to section 92(3) of the Act and Rule 12 (1) of the Companies (Management andAdministration) Rules 2014 and other provisions as amended from time to time an extractof Annual Return as on the Financial year ended March 31 2017 in the Form MGT-9 asprescribed under the said rules is annexed herewith as Annexure - "F".


To ensure high level of honesty integrity and ethical behaviour amongst its employeesthe Company has established a Vigil Mechanism in compliance with the provisions of section177(9) of the Companies Act 2013 read with Rule-7 of Companies (Meeting of Board and itspowers) Rules 2014 for the directors and Employees to report genuine concerns andgrievances. This mechanism provides adequate safeguards against victimization of employeesand directors and also provides for direct access to the chairperson of Audit Committee.

During the financial year no cases referred to the Chairperson of Audit Committee.Moreover a policy on Vigil Mechanism is hosted on the website of the Company a s per the requirements of Section 177(10) of the Companies Act2013.


Your Company has not set-up separate risk management Committee or policy thereonhowever your Management from time- to- time identify analyse evaluate and mitigatethe industrial economical financial other risk that emerges in the course of business.Also the steps required for reducing such risks is taken care of by the company.


The Nomination and Remuneration Committee works with the board to determine theappropriate characteristics skills and experience required for the Board as a whole andits individual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner.

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the policy on remuneration ofDirectors KMP and other employees is hosted on the website of the Company i.e.http://www.creative- There has been no change inthe policy since last financial year.


The Company has adopted a code of conduct for Regulating Monitoring and Reportingtrading by Insiders in securities of the company. The code requires pre-clearance fordealing in the company's securities and prohibits the purchase or sale of securities ofthe company by the directors and the Directors while in possession of unpublished pricesensitive information in relation to the company and during the period when the tradingwindow is closed.

The company has also adopted a Code of Practices and Procedures for Fair Disclosure andConduct of Unpublished price Sensitive information to formulate a stated framework andpolicy for prompt and fair disclosure of events and occurrences that could impact pricediscovery in the market for securities of the company. The policy is available on websitei.e. www.creative- of the Company.

INSURANCE: All moveable and fixed Assets are adequately insured.


Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

(i) The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;

(ii) The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

(iii) No significant material orders were passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future;

(iv) During the financial year your Company has neither issued any kind of Securitiesnor made buy-back of securities;

(v) Your directors states that during the year under review there were no cases at thework place filed pursuant to the Sexual Harassment of Women (Prevention Prohibition andRedressal) Act 2013.


The high level of motivation of the employees and their identification as well asinvolvement with the Company is the basis for the creation of a strong team whocontinuously advance the innovative brands and superior technologies with their inventivetalent and pioneering spirit. The training courses are evolved to internalize theprinciples of sustainable development and to uphold the Company's corporate culture basedon fairness and team spirit. Employees involvement in the affairs of the company helpsbuild up a brand value and to achieve the good position.


The Company possessed the following certificates.

(1) ISO 9001:2008 (2) ISO 14001 (3) BS OHSAS 18001 (4) PED 97/23/EC & AD2000MERKBLATT W0 Certified (5) IBR Awarded ‘Well Known Foundry'


Your Directors are grateful for the support and co-operation given by the ShareholdersGovernment Authorities Company's Bankers Insurance Company Employees Customer's &Suppliers during the year under review.

For and on behalf of Board


Dhirubhai H. Dand




12th August 2017.


Annexure - A




Your Company has identified second source of energy by installing two Windmills. Suchwindmills were not installed during the year but consequent to installation the cost ofenergy reduced substantially over a period of time. Moreover the Company has earned Rs.15096530.00 (Previous Year Rs. 16580396.00) revenue from windmills during the yearunder review.


Your company operates on in house - technology developed for the products. The Companyhas upgraded its machinery by installing Autoclave Machinery resultant enhancement ofproduction capacity from 50 tons to 70 tons per month.

Your company has adopted various steps with regards to develop new composition ofmetals improve upon grain structure and control of the inclusion rating by introducinguse of latest melting and metal purifying practices.


Foreign Exchange Earnings on account of Export is equivalent to Rs. 132075678.00(Previous Year Rs.

The total Foreign exchange used by way of Traveling Expenses Rs. 262203.00 (PreviousYear Rs. 1.22.986.00) and by way of Participation fee Expenses Rs. 600406.00 ( PreviousYear Rs. Nil ).

For and on behalf of Board


Dhirubhai H. Dand




12th August 2017.