To the Members
Your Directors are pleased to present the Thirty Fifth Annual Report of yourCompany alongwith the Standalone and Consolidated Audited Financial Statements for thefinancial year ended March 31 2017.
The financial performance of the Company for the year ended March 31 2017 issummarised below:
(Rs in lacs)
| ||Standalone || || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Profit before finance costs depreciation and tax ||1377.89 ||1754.96 ||1604.26 ||1953.58 |
|Less: Finance costs ||926.05 ||858.84 ||926.34 ||858.84 |
|Less: Depreciation ||48.61 ||82.99 ||70.84 ||98.61 |
|Profit/(Loss) before tax ||403.23 ||813.13 ||607.08 ||996.13 |
|Less: Provision for tax || || || || |
|Current tax ||73.50 ||155.00 ||196.19 ||231.39 |
|MAT credit ||(73.36) ||(152.19) ||(88.17) ||(151.37) |
|Deferred tax ||64.89 ||(204.69) ||(23.58) ||(221.64) |
|Income tax for earlier years ||6.20 ||- ||5.00 ||2.70 |
|Profit for the year after tax ||332.00 ||1015.01 ||517.64 ||1135.05 |
|Share of profit from associates ||- ||- ||3373.48 ||2584.85 |
|Minority interest ||- ||- ||(82.78) ||(1.31) |
|Balance brought forward from previous year ||439.37 ||4813.73 ||8323.52 ||6815.26 |
|Profit available for appropriation ||771.37 ||5828.76 ||12131.86 ||10533.84 |
|Appropriations: || || || || |
|Adjusted on amalgamation ||- ||(5081.36) ||- ||(1902.29) |
|Special reserve ||(66.41) ||(203.01) ||(66.41) ||(203.01) |
|Proposed dividend on equity shares ||- ||(86.85) ||- ||(86.85) |
|Tax on distributed profits ||- ||(18.17) ||- ||(18.17) |
|Balanced to be carried forward ||704.96 ||439.37 ||12065.45 ||8323.52 |
RESULTS FROM OPERATIONS
A detailed discussion on the business performance and future outlook is included in theManagement Discussion and Analysis which forms part of the Directors' Report.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") and applicable provisions of Companies Act 2013 ("the Act")the Consolidated Financial Statements of the Company have been prepared in accordance withthe applicable Accounting Standards and forms part of the Annual Report.
DIVIDEND AND RESERVES
During the year under review your Directors are pleased to recommend a dividend of Rs0.50 per share (i.e. 5%) on the face value of Rs 10 each (previous year Rs 0.50 per share(i.e. 5%)). The dividend payout will aggregate to Rs 130.27 Lacs (previous year Rs 86.85Lacs) and the tax on distributed profits payable by the Company would amount to Rs 25.81Lacs (previous year Rs 18.17 Lacs). The payment of dividend is subject to the approval ofthe Members which is being sought at the forthcoming Annual General Meeting and shall bepaid to those Members whose name appear in the Register of Members of the Company as onAugust 03 2017.
Your Directors recommend transferring of Rs 66.41 Lacs (previous year Rs 203.01 Lacs)to special reserve for the financial year 2016-17.
During the year under review the Company made a rights issue to its shareholders inthe ratio of 1:2. Accordingly 8684775 fully paid up equity shares of Rs 10 each wereallotted on a rights basis at a price of Rs 50 per equity share (including a share premiumof Rs 40 per equity share) on October 20 2016. The paid up Equity Share Capital as onMarch 31 2017 was Rs 26.05 Crores. The Rights Issue shares have been listed on BSE andNSE w.e.f. October 25 2016.
The Company has neither issued any shares with differential voting rights nor grantedany stock options nor any sweat equity during the year under review.
Cash and cash equivalents as on March 31 2017 was Rs 122.38 lacs. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters are kept under strict check by continuousmonitoring.
The Company has not accepted any deposits which would be covered under Section 73 ofthe Act read with the Companies (Acceptance of Deposits) Rules 2014 (including anystatutory modifitcation(s) or re-enactment(s) thereof for the time being in force).
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Act pertaining to investment and lendingactivities are not applicable to the Company since the Company is an NBFC duly registeredwith the Reserve Bank of India. The details of loan given investments made guarantee andsecurity provided during the financial year are disclosed in the Notes to the financialstatements.
SUBSIDIARIES AND ASSOCIATES
As on March 31 2017 the Company has 7 subsidiaries 7 associates and 1 joint venture.There has been no material change in the nature of the business. During the year underreview Crest Capital and Investment Private Limited was incorporated as a wholly ownedsubsidiary on September 16 2016. Further the Company has increased its stake in EscortDevelopers Private Limited on March 31 2017 from the existing 50% to 100% resulting intoits becoming a wholly owned subsidiary company. A statement containing salient features ofthe financial statement of subsidiaries is annexed to this report in Form AOC-1 as "AnnexureA - Part A" and salient features of the financial statement of associatecompanies has been set out as "Annexure A - Part B". Disclosure pursuantto Section 197(14) of the Act is not applicable to the Company. Further pursuant to theprovisions of Section 136 of the Act the financial statements of the Companyconsolidated financial statements along with relevant documents and separate auditedaccounts in respect of each subsidiary are available on the website of the Companywww.crest.co.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year 2016-17 the Company made a contribution towards CSRamounting to Rs 15.50 lacs. The CSR initiatives undertaken by the Company were mainlyfocused on providing homes to orphans promoting health care including preventive healthcare promoting education and rural development projects.
A detailed list of the CSR contribution made brief outline of the CSR policy is setout in "Annexure B" in the format prescribed in the Companies (CorporateSocial Responsibility) Rules 2014. For details regarding the composition of the CSRCommittee and other information please refer the Corporate Governance Report which formspart of this Report. The CSR policy of the Company can be accessed on the Company'swebsite at www.crest.co.in.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance among others are given inthe Management Discussion and Analysis which is annexed to this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place a robust internal financial control system commensurate withthe size of its operations and nature of its business activities. The Company has astandard operating procedure for various activities and operations and follows thisstandard operating procedure for its internal control procedures. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal financial control system inthe Company its compliance with operating systems accounting procedures application ofthe instructions and policies fixed by the senior management at all locations of theCompany. The Audit Committee reviews the report on Internal Control submitted by theInternal Auditors on a quarterly basis.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions entered by the Company during the financial year were onan arm's length basis and were carried out in the ordinary course of business. There areno materially significant related party transactions made by the Company during the yearunder consideration with the Promoters Directors or Key Managerial Personnel which mayhave a potential conflict with the interest of the Company at large. All the related partytransactions as required under Accounting Standard - 18 are reported in the Notes to thefinancial statements.
All related party transactions are placed before the Audit Committee and also beforethe Board for its approval. Prior approval of the Audit Committee is obtained on an annualbasis specifying the upper ceiling as to the amount for transactions nature oftransaction tenure which are of a repetitive nature. The transactions entered intopursuant to the prior approval so granted are placed before the Audit Committee and theBoard of Directors on a quarterly basis. The particulars as required under Section 188 ofthe Act are furnished in Form AOC - 2 which is annexed as "Annexure C" tothis report.
RIGHTS ISSUE PROCEEDS
During the year under review the Company raised funds through rights issue primarilyfor investing in Kara Property Ventures Onward Lending and General Corporate purposes.The proceeds raised from the rights issue have been utilized for the objects stated in therights issue offer document. In compliance with Regulation 32 of the SEBI ListingRegulations a statement of utilization of the rights issue proceeds was placed before theAudit Committee on a quarterly basis for its review.
The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the Risk Management Policy for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its efficiency. The policyis available on the Company's website at www.crest.co.in.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As required under Regulation 22 of the SEBI Listing Regulations the Company has aneffective Whistle Blower Policy in place to deal with the instances of fraud andmismanagement. The details of the policy are enumerated in the Corporate GovernanceReport. The policy is available on the Company's website at www.crest.co.in.
The policy provides for adequate safeguard against the victimisation of the employees.The Vigil Mechanism is overseen by the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a policy on Prevention of Sexual Harassment in line with therequirements of Sexual Harassment of Women at the Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee has been set up to redress thecomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. There were no cases reported duringthe financial year 2016-2017.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
a) RETIREMENT BY ROTATION
In terms of the provisions of Section 152(6) of the Act Mr. Vijay Choraria ManagingDirector (DIN: 00021446) retires by rotation at the forthcoming Annual General Meetingand being eligible offers himself for re-appointment. In accordance with Regulation 36 ofthe SEBI Listing Regulations and Secretarial Standard 2 on General Meetings briefprofile of the Director to be re-appointed is included in the Notice which forms part ofthis Annual Report. The service contract to be entered into with Mr. Vijay Choraria forhis appointment as a Managing Director is for a term of five years commencing fromSeptember 01 2012 to August 31 2017. Upon the recommendation of the Nomination andRemuneration Committee the Board of Directors re-appointed Mr. Vijay Choraria as theManaging Director for a further term of five consecutive years beginning from September01 2017 to August 31 2022. This re-appointment is subject to the approval ofshareholders and accordingly separate Special Resolution is included in the Notice ofAnnual General Meeting for his re-appointment.
b) APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL(KMP)
During the year under review Mr. Vishal Mehta ceased to be the Chief Financial Officerof the Company w.e.f. May 13 2016 and Mr. Arvind Jain was appointed as the ChiefFinancial Officer of the Company w.e.f. May 14 2016.
Further Mr. Arvind Jain resigned as the Chief Financial Officer of the Company w.e.f.November 30 2016 and Mr. Parag Shah was appointed as the Chief Financial Officer of theCompany w.e.f. December 01 2016.
Also Mr. Rohan Gavas ceased to be the Company Secretary & Compliance Officer ofthe Company w.e.f. April 13 2016 and Ms. Manasi Modak was appointed in his place as theCompany Secretary and Compliance Officer of the Company w.e.f. May 14 2016.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished the declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Act.
BOARD AND COMMITTEE MEETINGS
During the year ended March 31 2017 the Board met 8 (eight) times and the gap betweentwo Board Meetings did not exceed 120 days and atleast one meeting has been held in eachQuarter. Details of the Board Meetings and Meetings of its Committees are furnished in theCorporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by SEBI Listing Regulations the Board has framed an EvaluationPolicy for evaluating the performance of the Board Chairman Managing Director ExecutiveDirectors Independent Directors Non Executive Directors and its Committees. Basedon the same the Board carried out an annual evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit CommitteeCSR Committee Nomination and Remuneration Committee and Stakeholder RelationshipCommittee. The manner in which the evaluation was carried out has been explained in theCorporate Governance Report. A meeting of the Independent Directors was held during theyear under review.
The Policy inter alia provides the criteria for performance evaluation such as Boardeffectiveness quality of discussion contribution at the meetings business acumenstrategic thinking corporate governance practices contribution of the Committees to theBoard in discharging its functions etc. and is available on the website of the Company atwww.crest.co.in.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
As required under Regulation 25(7) of the SEBI Listing Regulations every IndependentDirector of the Board is familiarised by the Executive Directors/ Senior ManagerialPersonnel about the Company's strategy operations organisation structure humanresources quality finance and risk management.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/ her role functions duties andresponsibilities as a director. The terms and conditions of letter of appointment isavailable on the Company's website at www.crest.co.in.
POLICIES OF THE COMPANY
The Company is determined in maintaining a good corporate governance practice and has arobust system for smooth and effective functioning of the Board. Various policies havebeen framed by the Board of Directors as required under the Companies Act 2013 and SEBIListing Regulations in order to follow a uniform system of procedures. These policies areperiodically reviewed and updated by the Board of Directors of the Company from time totime. Following are some of the major policies adopted by the Company:
1. Code for Insider Trading Policy
2. Corporate Social Responsibility (CSR) Policy
3. Nomination & Remuneration Policy
4. Policy for determining material subsidiary
5. Policy on Related Party Transactions
6. Whistle Blower Policy
7. Document Retention and Archival Policy
8. Code for Directors and Senior Managerial Personnel
The aforementioned policies are available on the website of the Company and can beaccessed at www.crest.co.in.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act your Directors to the best of their knowledgeand ability hereby confirm that:
i. In the preparation of annual accounts the applicable accounting standards have beenfollowed and no material departures have been made from the same;
ii. The directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profit andloss of the Company for the year ended on that date;
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. The directors have prepared the annual accounts on a "going concern"basis;
v. The directors have laid down internal financial controls which are adequate andoperating effectively;
vi. The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
M/s. Chaturvedi & Shah (Firm Registration Number 101720W) CharteredAccountants Mumbai were appointed as the Statutory Auditors of the Company on yearlybasis in compliance with the provisions of the Companies Act 1956 at the Annual GeneralMeeting ("AGM") of the Company held on September 30 2006 till the commencementof the Act.
Consequently in compliance with Section 139(2) of the Act M/s. Chaturvedi & ShahChartered Accountants were appointed as the Statutory Auditors of the Company at the32nd AGM held on September 25 2014 to hold office for a period of 3 years.
Pursuant to this M/s. Chaturvedi & Shah Chartered Accountants shall hold officetill the conclusion of Thirty Fifth AGM of the Company and in view of the completion ofthe term of 3 years are not further eligible to be re-appointed as the Statutory Auditorsof the Company in the ensuing AGM of the Company. The Board of Directors based on therecommendation of the Audit Committee has recommended appointment of M/s. Pathak H D& Associates (Firm Registration Number 107783W) Chartered Accountants as theStatutory Auditors of the Company for a term of five consecutive years from theconclusion of Thirty Fifth AGM of the Meeting scheduled to be held in the year 2017 tillthe conclusion of the Fortieth Annual General Meeting to be held in the year 2022 for theapproval of the shareholders subject to the ratification of their appointment by theshareholders of the Company at every AGM held thereafter.
The Company has received written consent and certificate of eligibility pursuant to theprovisions of Sections 139 141 and other applicable provisions of the Act and rulesframed thereunder (including any statutory modification or re-enactment thereof for thetime being in force) from M/s. Pathak H D & Associates Chartered Accountants.Further M/s. Pathak H D & Associates Chartered Accountants have confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India as required under the SEBI Listing Regulations.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors in its meetingre-appointed CS Ajit Sathe Proprietor of M/s. A. Y. Sathe & Co. Practising CompanySecretaries (FCS: 2899 / COP: 738) to carry out the audit of secretarial records of theCompany. The consent of the Secretarial Auditor to undertake the secretarial audit for thefinancial year 2017-18 has been received by the Company.
AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT
The Auditors' Report and Secretarial Audit Report do not contain any adverse remarksqualifications or observations.
The Auditors' Report for the financial year ended March 31 2017 on the financialstatements of the Company forms part of this report.
Further the Secretarial Audit Report for the financial year ended March 31 2017 isset out in "Annexure D" to this report.
DETAILS OF FRAUD REPORTED BY THE AUDITORS
The Statutory auditors and the Secretarial auditors of the Company have not reportedany instances of fraud or irregularities as specified under Section 143(12) of the Actread with Rule 13 of the Companies (Audit and Auditors) Rules 2014.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not engaged in any manufacturing activities and therefore noparticulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts)Rules 2014 in respect of conservation of energy and technology absorption. Furtherthere were no foreign exchange earnings and outgo during the year under review.
In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI ListingRegulations as applicable the Corporate Governance Report is annexed and forms part ofthe Annual Report. The report is duly certified by the Statutory Auditors of the Company.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act the extract of the AnnualReturn is given in the prescribed Form MGT - 9 and is set out in "AnnexureE".
PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is provided as "Annexure F"to this report.
During the year under review the Company does not have any employee who is drawing aremuneration of Rs 10200000/- per annum or Rs 850000/- per month as stipulated in theAct and the rules made thereunder. Hence disclosures required under Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have notbeen provided.
Your Directors wish to place on record the appreciation and values the dedicatedefforts and contribution made by the employees at all levels. The Directors also wish toplace on record their word of sincere appreciation to the bankers and financialinstitutions the investors the vendors the customers and all other business associatesfor their continued support.
| ||For and on behalf of the Board of Directors |
|Place : Mumbai ||Vasudeo Galkar |
|Date : July 07 2017 ||Chairman |
| ||DIN: 00009177 |