To the Members
The Board of Directors hereby submits the 36th Annual report of your Company(the Company') along with the audited financial statement for the financial yearended on March 31 2021 (Year' or Financial Year').
(As per Indian Accounting Standards)
(Amount in Rs.)
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|(i) Revenue from operations and other income ||312251332.00 ||326523659.00 |
|(ii) Gross Profit before Finance Cost Depreciation and Taxation (PBIDT) ||45518024.00 ||45175175.00 |
|Less : Finance Cost ||67980.00 ||66906.00 |
|(iii) Profit before Depreciation and Taxation ||45450044.00 ||45108269.00 |
|Less : Depreciation ||6569303.00 ||5904828.00 |
|(iv) Profit Before Tax (PBT) ||38880741.00 ||39203441.00 |
|(v) Less: Provision for Taxes: || || |
|(a) Current Tax ||10510057.00 ||9858346.00 |
|(b) Prior Year Tax ||(292913.00) ||- |
|(c) Deferred Tax ||340863.00 ||(782806.00) |
|(vi) Profit after Tax (PAT / PAIDT) ||28322734.00 ||30127900.00 |
Company's Performance & Affairs:
Your Company is manufacturing investment casting products and it has also revenue fromwind-mill turbine. Presently it is supplying over 5000 different types of castings in ascast & in fully machined conditions to almost every field of engineering applicationssuch as pumps & valves defense oil & refinery fire control equipmentsautomobiles etc.
Performance highlights of the Company:
Operational revenue of the Company decreased by 4.37 percent as compared to previousfinancial year.
Similarly aggregate expenditure of the Company decreased by 4.86 percent compared toprevious year figures;
PBT of the Company reported downfall of 0.82 percent as compared to previous year.
PAT of the company also reported downfall of 5.99 percent as compared to previous year.
During the FY 2020-21 your Company has performed satisfactory against the overallindustrial performance and COVID-19 pandemic. The Company has taken all remedial measuresfor cost reduction taken steps to increase better sales realization and has taken allsteps to improve its sales which will be in the benefit of the company and allstakeholders.
Except COVID-19 pandemic and its possible effect on financials of the Company andoverall industry there are no changes and commitments that have occurred after the closeof the financial year till the date of this report which affects the financial positionof the Company.
Impact of COVID-19 pandemic on Company's business:
The impact of COVID-19 pandemic on the financial aspect is separately provided underthe annexed Management Discussion and Analysis report.
The Board of Directors of your company is pleased to recommend a final dividend for thefinancial year 2020-21 of Rs. 10 per equity share of the face value of Rs. 10 each (i.e. @100%) payable to those members whose names appear in the Register of Members as on theBook Closure / Record Date which is subject to approval of members as at 36thAnnual General Meeting.
The recommended Dividend if declared at 36th AGM of the Company will notattract any dividend distribution tax on the dividend since it has been abolished butwould be subject to TDS.
Transfer to Reserve:
The Board of Directors of your company has proposed to transfer an amount of Rs 40.00Lacs to the Reserves for the year under review.
There were no changes carried out in the capital structure of the company during theyear under review.
Investor Education and Protection Fund (IEPF):
The Board of Directors of the company hereby states that there is no outstanding amountto be transferred to Investor Education and Protection Fund during the year under review.
Meetings of the Board:
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 March 31 2021 5 (Five) meetings of the Board of Directors were convened andheld on June 27 2020 July 25 2020 August 22 2020 October 29 2020 and February 092021 respectively wherein following Directors were present:
"P" denotes "Present" and "A" denotes"Absent with Leave".
|Sr. No. ||Name of The Directors ||27/06/2020 ||25/07/2020 ||22/08/2020 ||29/10/2020 ||09/02/2021 |
|01 ||D. H. Dand ||P ||P ||P ||P ||P |
|02 ||R. R. Bambhania ||P ||P ||P ||P ||P |
|03 ||S. V. Vaishnav ||P ||P ||P ||P ||P |
|04 ||J. S. Thanki ||P ||P ||P ||A ||A |
|05 ||H. N. Vadgama ||P ||A ||A ||P ||A |
|06 ||P. J. Doshi ||A ||P ||A ||A ||A |
|07 ||R. A. Gardi ||A ||P ||A ||P ||A |
|08 ||B. R. Sureja ||P ||A ||A ||A ||P |
|09 ||K. D. Panchamiya ||P ||A ||A ||P ||A |
|10 ||R. S. Tilva ||A ||A ||P ||A ||P |
Changes in Directors & Key Managerial Personnel (KMP):
Shri Palak Doshi (DIN: 08444518) was regularized as an Independent Director of theCompany in the 35th AGM of the Company held on 26th September 2020.
There was no cessation during the period under review.
(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 (DIN: 00284065) Director of the Company is liable to retire byrotation at the ensuing 36th Annual General Meeting and being eligible offershimself for re-appointment. Your Board has recommended to reappoint him as a Director ofthe Company.
During the year under review there is no changes in Key Managerial Personnel of theCompany.
Independent Directors declaration:
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 2013and Regulation 16(1)(b) of the Listing Regulations. Also the Independent Directors havecomplied with the Code of Independent Directors prescribed in Schedule IV of the Act.
Formal annual evaluation and its criteria:
Annual performance evaluation of Board its Committees and Individual Directors werecarried-out for the Financial Year pursuant to the provisions of Section 134(3)(p) theCompanies Act 2013 and in compliance with the requirements of Listing regulations theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.
Criteria adopted for evaluation:
(i) The Board shall evaluate the roles functions duties of Independent Directors(IDs) 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 Company has constituted the mandatory Committees viz. Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee pursuant to proviso ofSections 177 and 178 of the Companies Act 2013. The Board has reviewed the workings ofthe Committee from time to time to bring greater effectiveness in order to comply with thevarious requirements under the Companies Act 2013 and the Listing regulations.
The details pertaining to the said committees viz. composition meetings attendanceetc. are included in the Corporate Governance Report which is a part of this report.
Policy on Directors' Appointment and Policy on Remuneration:
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) read with Section 178(3)& (4) of the Companies Act2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is hosted on the website of the Companyi.e. http://www.creative-cast.com/Reports/NARP.PDF. There has been no change in the policysince last financial year.
Particulars of Employees:
The particulars of employees are given in Annexure - "A" to thisReport as required under Section 197(12) of the Companies Act 2013 read with theCompanies (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 the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms a part of Annexure - "A".
Directors' Responsibility statement:
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 2021 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 a 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.
Adequacy of internal financial controls with reference to the financial statements:
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.
During the financial year 2020-21 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.
Loans Investments Guarantees and Securities:
During the financial year your Company has neither given Loans nor provided securitiesand guarantees in connection with Loans. Moreover whatsoever investment made in thecompany is enumerated in the Note - 5 to the Financial Statement which isself-explanatory.
Related Party Transactions (RPTs):
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.Particulars of such related party transactions described in Form AOC-2 which is annexedherewith as Annexure "B". A statement showing the disclosure oftransactions with related parties as required under Ind AS 24 is set out separately in thefinancial statement.
The board has approved a policy for entering into related party transactions which hasbeen hosted on the website of the company. The web-link for the same ishttp://creative-cast.com/Reports/PartyTransactionPolicy27062020.PDF (modified on 27thJune 2020). The related party transactions wherever necessary are carried out by companyas per this policy or erstwhile 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.
Conservation of energy technology absorption foreign exchange earnings and outgo:
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 "C".
Your Company has not set-up separate risk management Committee or policy thereonhowever your Management from time-to- time identify analyse evaluate and mitigate theindustrial 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.
To ensure high level of honesty integrity and ethical behavior 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.
The details of the policy have been disclosed in the Corporate Governance Report whichis a part of this report and is available onhttp://www.creative-cast.com/Reports/VigilM.PDF.
(i) Statutory Auditor:
M/s. J. C. Ranpura & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company in 35th AGM of the Company for a period of five (5)years upto the conclusion of 40th AGM of the Company.
The report of M/s. J. C. Ranpura & Co. on audited financial statements and notes onfinancial statement as referred in their report for the year ended on March 31 2021 areself-explanatory and do not call for any further comments of the
Board. The Auditors' Report does not contain any qualification reservation or adverseremarks.
(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 ShriMayur Buha Proprietor of M. Buha & Co. Practicing Company Secretaries Vadodara wasappointed as Secretarial Auditors of the company for the financial year 2020-21. TheSecretarial Audit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure"D" 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 explanations from the Board of Directorsand the same are provided as under:
Due to oversight the Form DPT-3 MGT-14 and IEPF-2 couldn't be filed on time but thesame would be rectified in due course
Delay in submission of outcome for adoption of financial results & dividenddeclaration is not substantial. Maximum delay is 32:25 minutes and minimum delay is 04:36minutes.
Disclosure as required under regulation 36(5) was not provided because an agendapertaining to an Appointment of Auditor is an ordinary business whereas an explanatorystatement requires to be provided only for special business as per Section 102 of theCompanies Act 2013.
(iii) Cost Auditor:
Your Company do 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.
Annual Secretarial Compliance Report:
Pursuant to SEBI circular No-CIR/CFD/CMD1/27/2019 dated 8th February 2019your Company has submitted the Secretarial Compliance Report of the Company for thefinancial year ended on 31st March 2021 issued by Shri Mayur Buha Proprietorof M. Buha & Co. Practicing Company Secretaries Vadodara with BSE Limited within thepermitted time period.
M/s. Subhash Akbari & Co. Chartered Accountants Internal Auditors of the Companyhas conducted periodic audit of all operations of the Company. The Audit Committee of theBoard of Directors has reviewed the findings of Internal Auditors regularly.
Disclosure on compliance with Secretarial Standards:
Your directors confirm that the applicable Secretarial Standards as issued by theInstitute of Company Secretaries of India have been complied with.
Management Discussion and Analysis Report:
The Management's Discussion and Analysis Report for the year under review asstipulated under Listing regulations is annexed with this Report as Annexure"E".
Separate report on Corporate Governance along with CEO/CFO Certifications andCertificate of Company Secretary in practice on compliance with norms pertaining to theCorporate Governance are separately annexed with this report as
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at www.creative-cast.com.
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.
Business Responsibility Report:
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 on March 31 2021. Therefore there is no requirement to submit a separatereport by the Company.
Prevention of insider trading and code of conduct for fair disclosure:
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-cast.com of the Company.
All moveable and fixed Assets are adequately insured.
(i) The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;
(ii) No fraud has been identified during the financial year.
(iii) 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;
(iv) No significant material orders were passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future;
(v) During the financial year your Company has neither issued any kind of Securitiesnor made buy-back of securities;
(vi) Your Board 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. Disclosures in pursuance to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 is provided separately in theCorporate Governance Report.
(vii) There are no proceedings initiated/pending against your Company under theInsolvency and Bankruptcy Code 2016.
(viii) Difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions: Not Applicable.
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 9001:2015 (2) ISO 14001:2015 (3) ISO 45001:2018 (4) PED 2014/68/EU &AD2000 MERKBLATT W0 Certified
(5) IBR Awarded Well Known Foundry' and (6) Engineers India Limited.
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 |
|DIN: 00284065 |
|Dolatpara July 28 2021 |