Crimson Metal Engineering Company Ltd.
|BSE: 526977||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE318P01016|
|BSE LIVE 15:14 | 16 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 526977||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE318P01016|
|BSE LIVE 15:14 | 16 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting the 31st Annual Report of Crimson MetalEngineering Company Limited along with the audited financial statements for the year endedMarch 31 2015.
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.
During the year 2014-2015 the Company has earned a net profit after tax of Rs.8641173as against Rs.6289471 earned in the previous year. On the sales front the Company hasachieved a turnover of about Rs.445120047during the year 2014-2015 as against Rs.628053482achieved in 2013-2014.
During the year under review there is no change in the nature of activity of thecompany.
DIVIDEND&TRANSFER OF PROFIT TO RESERVES AND SURPLUS:
In order to conserve resources the board of directors have decided not to declare anydividend for the current financial year 2014-15 and has proposed to transfer its profitsto surplus account.
MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report; and there are no significantand material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company s operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There has been no loan guarantees and investment given or made by the Company underSection 186 of the Act during the financial year 2014 2015.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The company doesn t have any subsidiaries associates and joint venture companies.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as required to be disclosed on conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed herewith as Annexure I to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 152 of the Companies Act 2013Mr.NARAYANAMURTHY SESHADRI whoretire by rotation at the forthcoming AGM and is eligible for reappointment.Mr.NARAYANAMURTHY SESHADRI offered himself for re-appointment. His Brief profile isincluded in the Notice of forthcoming Annual General Meeting of the company
Ms.R.Uma who was appointed as additional director and whose term as Additional Directorcomes to an end on this AGM is appointed as a Director and Whole time director. Briefprofile is mentioned in the Notice of ensuing Annual General Meeting of the company
Mr.RamkishanYadve and Mr. Santhosh Kumar have resigned from the position of Directorwith effect from 06th January 2015 and 6th April 2015.
The Board had placed on record its appreciation for the outstanding contributions madeby them during their tenure of office with the Company.
INDEPENDENT DIRECTORS DECLARATION
All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 which has beenrelied on by the Company and placed at the Board Meeting of the Company.
Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s.Abhay Jain &CoChartered Accountants(firm registration no. 000008S)wereappointed auditors of the company from the conclusion of the 30thAnnual GeneralMeeting (AGM) of the company held on 29th September2014till the conclusion of 34thAGM subject to ratification of their appointment at every AGM. The board of directors haverecommended their appointment at the ensuing General Meeting for the ratification by theShareholder.
COMMENT ON STATUTORY AUDITOR REPORT
There are no qualifications reservations remarks or disclaimers made by Abhay Jain& Co Statutory auditor in their auditor report .The statutory auditor have notreported any incident of fraud to the Audit Committee of the Company during the financialyear 2014-15.
Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Lakshmmi Subramanian &Associatesa firm of Company Secretaries inPractice to undertake Secretarial Audit of the Company for the financial year 2014-15.
The Secretarial Audit report as received from the secretarial auditor is annexed tothis report as Annexure II.
COMMENT ON SECRETARIAL AUDITOR REPORT
With reference to the remarks made by the secretarial auditor in the Secretarial AuditReport the company has taken the corrective measures during the current financial year.
INTERNAL CONTROL AND ITS ADEQUACY
M/s Singhi&coChartered Accountant was appointed as internal auditors of theCompany. They regularly conduct audit and the reports submitted by them if any will bereviewed by the Audit Committee.The Company has an adequate Internal Control systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditor reports to the Chairman of the AuditCommittee of the Board. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
RELATED PARTY TRANSACTIONS
During the year 2014 2015 the Company had not entered into any material transactionwith related parties as per section 188of the Companies Act 2013. Hence the question ofreporting under the requirement of said section doesn t arise.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in form MGT -9 as provided underSub Section (3) of the Section 92 of the Companies Act2013 (the Act ) is annexed herewithas Annexure III to this report.
The information required under Section 197(12) of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014in respect of employees of the Company forms part of this Report as Annexure IV.
RISK MANAGEMENT POLICY
The risk management is overseen by the Audit committee/ Board of Directors of thecompany in a continuous basis.Major risks if any identified by the business andfunctions are systematically addressed through mitigating action on a continuous basis.The Risk Management policy is available in the Company website www.crmetal.in
DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PERVEVTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder.
During the financial year 2014-15 the Company has not received any sexual harassmentcomplaints.
DEPOSITS FROM PUBLIC
The Company has not accepted any depositsfrom public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the balancesheet.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Since your company s paid up Equity capital and Networth is less than Rs.10 crores andRs.25 crores respectively the provisions of revised Clause 49 relating to CorporateGovernance and Management Discussion Analysis Report vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014is not applicable to the company.
NUMBER OF MEETINGS OF THE BOARD
In total 6(Six) Meetings of the Board of Directors of the Company were held during theyear 2014-15held on 30th May 2014 14th August 2014 29th September 201414thNovember 2014 14th January 2015 and 24th March 2015. Themaximum time gap between any two consecutive meetings did not exceed 120 days.
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of the Audit and Nomination & Remuneration Committeesand the same was based on questionnaire and feedback from all the Directors on the Boardas a whole Committees andself-evaluation.
A structured questionnaire was prepared after taking into consideration of the inputsreceived from the Directors covering various aspects of the Board s functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgement safeguarding the interests of the Company and its minorityshareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman of the Board and the Executive Directorswas carried out by the Independent Directors.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors had adopted a Code of Conduct for the Board Members andemployees of the company. This Code helps the Company to maintain the Standard of BusinessEthics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrongdoing and promoting ethical conduct at theBoard and employees.The Compliance Officer is responsible to ensure adherence to the Codeby all concerned.
The Code lays down the standard of conduct which is expected to be followed by theDirectors and the designatedemployees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. The policy is available in the Company website www.crmetal.in
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The company has framed a whistle blower policy. Further Directors and employeesarehaving full access to the audit committee to report their genuine and serious concern ifthey observe any.The policy is available in the Company website www.crmetal.in
POLICY OF DIRECTORS APPOINTMENT AND REMUNARATION
Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder section 178 of the Act are covered under the Board s policy formulated by theCompany and is available on the Company website www.crmetal.in
The Board is well constituted with composition of threeexecutive one Non- executiveand threenon-executive independent directors in the meeting.
R.Uma and Sonthosh Kumar were appointed during the year as per the board meetingheld on 14th January 2015
RamakishanYadve resigned from the Board w.e.f. 06.01.2015
The Board has constituted the following committees viz. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee.
(A) Qualified and Independent Audit Committee
The Company complies with Section 177 of the Companies Act 2013 the Audit Committee.Its functioning is as under:
(i) The Audit Committee presently consists of three Independent Directors and anExecutive Director.
(ii) All members of the Committee are financially literate and having the requisitefinancial management expertise;
(iii) The Chairman of the Audit Committee is an Independent Director;
(iv) The Chairman of the Audit Committee was present at the last Annual General Meetingheld on 29th September 2014.
The terms of reference of the Audit Committee include:
the recommendation for appointment remuneration and terms of appointment ofauditors of the company;
review and monitor the auditor s independence and performance and effectivenessof audit process;
examination of the financial statement and the auditors report thereon;
approval or any subsequent modification of transactions of the company withrelated parties;
scrutiny of inter-corporate loans and investments
valuation of undertakings or assets of the company wherever it is necessary;
evaluation of internal financial controls and risk management systems;
Monitoring the end use of funds raised through public offers and related matters
Powers of Audit Committee:
The Audit committee shall have the authority
To call for the comments of the auditors about internal control systems thescope of audit including the observations of the auditors and review of financialstatement before their submission to the Board.
To discuss any related issues with the internal and statutory auditors and themanagement of the company
To investigate into any matter in relation to theitems orreferred to it by theBoard
To obtain professional advice fromexternal sources
To have full access to and Chairperson its meetings and attendance:informationcontained in the records of the company.
(C) Composition names of Members
The audit committee comprisesof 4 Directors three nonexecutiveindependent directorsand one executive directornamely Shri.RamaIyengar Srinivas a Chari ChairmanShri.MahabirSingh Member Shri. Krishan Chand BatraMember and Shri.Vinay Kumar Goyal Member whohave considerable financial expertise and experience. The Head of Finance and theRepresentatives from Statutory/ Internal Auditors are permanent invitees to the committee.
During the year 4 Audit Committee meetings were held on 30th May 2014 14thAugust 2014 14th November 2014 and 14thJanuary 2015
The composition of the Audit Committee and number of meetings attended by the Membersduring the year are given below:
Nomination and Remuneration Committee
Three Independent Directors namely Mr.Ramaiyengarchari an independent Director itsChairman Mr.Krishan Chand BatraMr.Mahabir Singh are as members of the committee. Duringthe year the Nomination and Remuneration Committee met four times on30.05.201429.09.201414.01.2015 and 24.03.2015
(B) Terms of reference
Terms of reference of the Nomination and Remuneration Committee include:
The Committee shall formulate the criteria for determining the qualificationpositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.
The Committee shall identify persons who are qualified to become directors andwho may be appointed in senior management positions in accordance with the criteria laiddown recommend to the Board their appointment and removal and shall carry out evaluationof every director s performance.
The Committee shall ensure that level and composition of remuneration isreasonable and sufficient relationship of remuneration to performance is clear and meetsperformance benchmarks and involves a balance between fixed and incentive pay.
Review the policy from time to time for selection and appointment of Directorsand senior management employees and their remuneration;
Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of Directors and Senior Management the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.oFilling up of vacancies in the Board that might occur from time to time and oRecommendation to the board with regard to retirement of Directors liable to retire byrotation and appointment of Executive Directors.
To determine and recommend to the Board from time to time
(a) The amount of commission and fees payable to the Directors within the applicableprovisions of the Companies Act 2013.
(b) The amount of remuneration including performance or achievement bonus andperquisites payable to the Executive Directors
(c) To frame guidelines for Reward Management and recommend suitable schemes for theExecutive Directors and Senior Management.
To determine the need for key man insurance for any of the company s personnel
To carry out the evaluation of every director s performance
To carry out any function as is mandated by the Board from time to time and /orenforced by any statutory notification amendment or modifications as may be applicable.
(C) Meetings and attendance during the year:
(D) Remuneration policy
The Board has on the recommendation of the Nomination & Remuneration Committeeapproved a policy for selection and appointment of Directors Senior Management and fordetermining their remuneration. Remuneration Policy of the Company is available in thecompany website www.crmetal.in
(c) Details of Remuneration to Directors
There has been no pecuniary relationship or transactions other than above of theNon-Executive Independent Directors vis--vis the Company during the year under review.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee specifically looks into issues such asredressing of shareholders and investors complaints such as transfer of sharesnon-receipt of shares non-receipt of declared dividends and ensuring expeditious sharetransfers and also redresses the grievances of deposit holders debenture holders andother security holders.
(A) Composition Members its meetings and attendance
This Committee comprises of namely of Shri.MahabirSingh Chairman Shri. Vinay KumarGoyal Member and Shri.S.N.Seshadri are as members of the committee. During the yeartheCommittee met 15 times during the year 2014-15.
The composition of the Stakeholders Relationship Committee and number of meetingsattended by the Members during the year are given below:
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company is not meeting the threshold as precribed under Companies Act 2013 (i.e)Net Profit greater than
5 Crores or turn over greater than Rs.1000 Crores or Net Worth greater than 500 Croresin the preceeding 3 financial year and therefore constituiting a CSR committee inaccordance with the provision of Section 135 of the Act does not arise.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act the Directors hereby confirm:
1. That in the Preparation of Final Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;
2. That they had selected such 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 at the end of the Financial Year and of theProfit or Loss of the Company for that period;
3. That they had 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;
4. That they had prepared the Annual Accounts on a Going Concern basis.
5. That they laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and operating properly; and
6. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to place on record their appreciation of the contributions made byemployees at all levels towards the continued growth and prosperity of your Company.Directors take this opportunity to convey their thanks to all the valued shareholders andthe valuable services rendered by the Officers and Staff at all levels.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Foreign Exchange Earnings and outgo during the year : Nil
SECRETARIAL AUDIT REPORT FOR THE FINANCAL YEAR ENDED 31.03.2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
To the Members
Crimson Metal Engineering Company Limited No.163/1 Prakasam road Broadway Chennai-600108.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Crimson Metal EngineeringCompany Limited (hereinafter called the company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Company s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Crimson Metal Engineering Company Limited ( the Company ) for thefinancial year ended on 31st March 2015 according to the provisions as applicable to theCompany during the period of audit:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ( SCRA ) and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ( SEBI Act ):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client tothe extent of securities issued.
(v) There are no laws/ Regulations (as amended from time to time) as informed andcertified by the management of the Company which are specifically applicable to theCompany based on their sector/industry.
We have also examined compliance with the applicable clauses of the following:
(a) Secretarial Standards issued by the Institute of Company Secretaries of India (NotApplicable for the Audit Period).
(b) The Listing Agreements entered into by the Company with the Stock Exchanges wherethe equity shares of the Company are listed except clause 49.
(c) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009
It is reported that during the period under review the Company has generally compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc.as mentionedabove except
Since the Paid up share capital of the Company is less than thethreshold limit as laid down under the provisions of Section 203 of the Companies Act2013 the company has not appointed certain KMP(s).
The Company is in the process of updating and improving certain areas in theListing agreement.
We further report that there were no actions/events in the pursuance of
(a) The Securities and Exchange Board of India (Share Based employee Benefits)Regulations 2014
(b) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.
(c) The Securities and Exchange Board of India ( Issue and Listing of Debt Securities)Regulations2008.
(d) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder.
(e) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.
requiring compliance thereof by the Company during the Financial Year under review.
We further report that based on the information provided by the Company its officersand authorized representatives during the conduct of the audit.In our opinion the companyis in process of strengthening systems and control mechanism to monitor and ensurecompliance with applicable other general laws including Industrial Laws EnvironmentalLaws Human Resources and labour laws.
We further report that the compliance by the Company of applicable financial lawslike direct and indirect tax laws has not been reviewed in this Audit since the same havebeen subject to review by statutory financial auditor and other designated professionals.
We further report that:
The Board of Directors of the Company is generally well constituted with proper balanceof Executive DirectorsNon-Executive Director and Independent Directors except the absenceof A Non-Resident Non-Executive Director for the Board meeting held for the financial year2014-15 . The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were delivered and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.
As per the information given by the Management all decisions at Board Meetings andCommittee Meetings are carried out unanimously in the meetings of the Board of Directorsor Committee of the Board as the case may be.
We further report that during the audit period no events have occurred during theyear which have a major bearing on the Company s affairs except
Application for delisting from Madras Stock Exchange(MSE) and DelhiStock Exchange(DSE) already made by Company and was pending with Stock Exchange.Howeverabove Exchanges was derecognized by SEBI vide order dated 26.05.2014 for MSE and19.11.2014 for DSE respectively
Note: This report is to be read with our letter of even date which is annexed asAnnexure A forms an integral part of this report.
Crimson Metal Engineering Company Limited
No.163/1 Prakasam road Broadway
1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct facts are reflectedin secretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
Disclosures pursuant to rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014