The Directors have pleasure in presenting the 42nd Annual Report on thebusiness and operations of the Company together with the financial results for the periodended 31st March 2017.
Financial results are presented in the table below:
(Amount in Rupees)
|Particulars ||Current year ended ||Previous year ended |
| ||(12 Months) ||(12 Months) |
| ||31-03-2017 ||31-03-2016 |
|Gross Revenue ||231153026 ||220633341 |
|Less: Total Expenses ||224811230 ||212905152 |
|Profit before Exceptional and Extra ordinary items & tax ||6341796 ||7728189 |
|Less: Exceptional Items || || |
|Less: Extraordinary || || |
|Items || || |
|Profit or Loss before Tax ||6341796 ||7728189 |
|(a) Current tax expense for current year ||1344597 ||2004024 |
|(b) Deferred tax || || |
|(c) Prior Period Tax ||4997199 ||5739235 |
|Profit or Loss After Tax ||4997199 ||5739235 |
The overall performance for the financial year ended 31st March 2017 was satisfactory.The profits of company earned during the year were amounted to Rs. 4997199/-. 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 2017.
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 2016-17.
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 2017 the Audit Committee comprised of 4 Independent Directors namelyMr. Maman Chand Jain Mr. Ashwani Kumar Jindal Mr. Satish Kumar Agarwal & Mrs. AshaAgarwal and one Non-Executive Director namely Mr. Amitabh Agrawal. Mr. Maman Chand Jainis the Chairman of the audit committee. All the recommendations made by the auditcommittee were accepted by the board.
Nomination and Remuneration Committee (Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015
As at March 31 2017 the Nomination and Remuneration Committee comprised of 4Independent Directors namely Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal Mr.Satish Kumar Agarwal & Mrs. Asha Agarwal and one Non-Executive Director namely Mr.Amitabh Agrawal. Mr. Maman Chand Jain is the Chairman of the Nomination and RemunerationCommittee.
Stakeholders Relationship Committee (Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015
As at March 31 2017 the Nomination and Remuneration Committee comprised of fourIndependent Directors namely Mr. Maman Chand Jain Mr. Ashwani Kumar Jindal Mr. SatishKumar Agarwal & Mrs. Asha Agarwal and one Non-Executive Director namely Mr. AmitabhAgrawal. Mr. Ashwani Kumar Jindal is the Chairman of the Stakeholders relationshipcommittee.
As at March 31 2017 the Stakeholders Relationship Committee comprised of fourIndependent Directors namely Mr. Maman Chand Jain Mr. Ashwani Kumar Jindal Mr. SatishKumar Agrawal & Mrs. Asha Agrawal and one Non-Executive Director namely Mr. AmitabhAgrawal. Mr. Ashwani Kumar Jindal is the Chairman of the Stakeholders RelationshipCommittee.
NON MANDATORY COMMITTEES
As at March 31 2017 the Management Committee comprised of Mr. Suresh Chandra AgrawalExecutive Director Mr. Piyush Agrawal Managing Director Mr. Chaitanya Agrawal WholeTime Directors and Mr. Ashwani Kumar Jindal Independent Director of the Company . 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 (Listing Obligations and Disclosure Requirements) Regulations2015]
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 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015] the Company has adopted a Whistle Blower Policy which provides for a vigilmechanism that encourages and supports its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Companys Code ofConduct or Ethics Policy. It also provides for adequate safeguards against victimisationof persons who use this mechanism and direct access to the Chairman of the Audit Committeein exceptional cases. The details of the same are provided in Corporate Governance Reportforming part of this Annual 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 2016-17 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 2016-17 which call for any explanation fromthe Board of Directors.
STATUTORY AUDITORS AND THEIR REPORTS
Companies Act 2013 In terms of the transitional provisions applicable to statutoryAuditors under the M/s. P.D. Mittal & Co. were appointed as Statutory Auditors of theCompany for a period of 3 years in the Annual general meeting held on 30th Sept. 2014.Accordingly M/s P.D. Mittal & Co. shall be holding office as Statutory Auditors of thecompany only till the conclusion of ensure of AGM. Further as per the provisions ofSection 139 of the Companies Act 2013 M/s. PRYD & Associates Chartered Accountant(firm Registration No. 011626N) be and is hereby appointed as Statutory Auditors of thecompany in place of M/s P.D. Mittal & Co. to hold office from the conclusion of 42thAnnual General Meeting until the conclusion of 47th Annual General Meeting of the Companyto be held in 2022 subject to ratification of the appointment by the Members at everysubsequent Annual General 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. 24 of the financial statements for the financial year ended March 31 2017.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 ||Previous Year |
| || ||Amount (in Rs.) ||Amount (in Rs.) |
|1. ||Foreign Exchange Earned ||3937521 ||2837344 |
|2. ||Foreign Exchange Outgo ||792540 ||334839 |