To the Members
Your Directors are pleased to present the Thirty-Eighth AnnualReport of your Company alongwith the Standalone and Consolidated Audited FinancialStatements for the financial year ended March 31 2020.
The financial performance of the Company for the year ended March 312020 is summarised below:
(Rs in lacs)
|Particulars ||Standalone ||Consolidated |
| ||2019-2020 ||2018-2019 ||2019-2020 ||2018-2019 |
|Total Revenue from Operations ||3499.61 ||3097.62 ||6664.16 ||5230.20 |
|Other Income ||1.74 ||18.82 ||93.67 ||80.94 |
|Total Income ||3501.35 ||3116.44 ||6757.83 ||5311.14 |
|Total Expenses ||2586.42 ||1974.47 ||5250.66 ||4305.26 |
|Profit before tax ||914.93 ||1141.97 ||1507.17 ||1005.88 |
|Less: Provision for tax. ||314.78 ||344.80 ||481.97 ||366.54 |
|Profit for the year after tax ||600.15 ||797.17 ||1025.20 ||639.34 |
|Share of profit from associates ||- ||- ||3494.13 ||3893.11 |
|Profit for the year after tax and share of profit from associates ||600.15 ||797.17 ||4519.33 ||4532.45 |
|Non-Controlling Interest ||- ||- ||(11.00) ||(252.85) |
|Profit attributable to equity holder of the Company ||600.15 ||797.17 ||4530.33 ||4785.30 |
|Opening balance of retained earnings ||4922.40 ||4450.44 ||24825.33 ||20365.24 |
|Profits for the year ||600.15 ||797.17 ||4530.33 ||4785.30 |
|Realised gains on equity shares carried at fair value through OCI ||- ||4.92 ||- ||4.92 |
|The following appropriations have been made: || || || || |
|Dividend (including tax on dividend) ||171.49 ||171.49 ||171.49 ||171.49 |
|(Pertaining to dividend for the FY 2018-2019 paid in FY 2019-2020) || || || || |
|Transfer to Special Reserve ||120.03 ||158.64 ||120.03 ||158.64 |
|Closing balance of retained earnings ||5231.03 ||4922.40 ||29064.14 ||24825.33 |
HIGHLIGHTS OF RESULTS AND STATE OF COMPANY'S AFFAIRS
The key financial parameters of the Company are as follows:
During the financial year ended March 31 2020 your Company recorded aturnover of Rs3499.61 lacs at Standalone level as compared to Rs3097.62 lacs recordedduring the previous financial year.
The Net Profit of your Company for the financial year ended March 312020 stood at Rs600.15 lacs as against the Net Profit of Rs797.17 lacs for the previousfinancial year.
On a consolidated basis your Company recorded a turnover of Rs6664.16lacs during the financial year ended March 31 2020 and achieved consolidated Net Profitof Rs4519.33 lacs for the said financial year.
IMPACT OF COVID-19
The spread of COVID-19 has severely impacted businesses around theglobe. In many countries including India there has been severe disruption to regularbusiness operations due to lock-downs disruptions in transportation supply chain travelbans quarantines social distancing and other emergency measures.
The Company has considered internal and external sources of informationavailable upto the date of approval of these financial statement in making assessment ofits liquidity position of the recoverability of its assets comprising property plant andequipment investment properties trade receivables inventory investments otherfinancial and non-financials assets and ability to pay its liabilities as they become dueand has concluded that there are no material impact or adjustments required in thestand-alone financial statements.
Considering the uncertainties involved in estimating the impact of thispandemic the future impact of this pandemic may be different from those estimated as onthe date of approval of these financial statements.
Further in view of the COVID-19 pandemic the Company has takenvarious measures to ensure safety and well-being of all its employees and their familiesand adopted "Work from Home Policy" for its employees to minimize the risk andcontain the spread of COVID-19.
DIVIDEND AND RESERVES
Based on the Company's financial performance during the year underreview your Directors are pleased to recommend a dividend of Rs0.50 per share (i.e. 5%)on the face value of Rs10 each (previous year Rs0.50 per share (i.e. 5%)) on the equityshare capital of the Company. The payment of dividend is subject to the approval of theMembers which is being sought at the ensuing AGM of the Company.
Your Directors recommend transferring of Rs120.03 lacs (previous yearRs158.64 lacs) to special reserve for the financial year 2019-2020.
The paid-up equity share capital as on March 31 2020 wasRs284497750/- divided into 28449775 Equity Shares of Rs10/- each. The Company'sequity share capital is listed on the National Stock Exchange of India Limited ("NSE")and the BSE Limited ("BSE"). The shares are actively traded on BSE andNSE and have not been suspended from trading.
During the year under review the Company has not issued any bonusshares or made a rights issue of shares or shares with differential voting rights orgranted any stock options or any sweat equity shares. Further the Company did not buyback any of its shares.
FOREGOING OF SALARY BY THE MANAGING DIRECTOR OF THE COMPANY
Mr. Vijay Choraria Managing Director of the Company has announced tograciously forego his salary with effect from April 01 2020 for the whole of thefinancial year 2020-2021 to help the employees and the Company to steer through thechallenging times as one way to reduce the unprecedented financial blow caused by theCOVID-19 pandemic and to conserve the Company's reserves and resources.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the SEBI ListingRegulations. The report on Corporate Governance as stipulated under SEBI ListingRegulations forms part of the Annual Report. The requisite certificate from M/s. A.Y.Sathe & Co. Practising Company Secretary Mumbai and Secretarial Auditors of theCompany confirming compliance with the conditions of Corporate Governance is attached tothe report on Corporate Governance.
The aforesaid Certificate does not contain any adverse remarkreservation qualification or disclaimer remark.
A detailed discussion on the business performance information on theoperational and financial performance among others and future outlook as stipulatedunder the SEBI Listing Regulations is included in the Management Discussion and AnalysisReport forming an integral part of the Annual Report.
PRESENTATION OF FINANCIAL STATEMENTS
As per notification no. G.S.R. 365 (E) dated March 30 2016 issued byMinistry of Corporate Affairs ("MCA") in exercise of power conferred toit under Section 133 read with Section 469 of the Act Non-Banking Financial Companies ("NBFCs")whose equity or debt securities are listed or in the process of listing on any stockexchange in India or outside India and having net worth less than rupees five hundredcrore are required to comply with the Indian Accounting Standards (Ind AS) inpreparation of their financial statements and quarterly financial results for theaccounting periods beginning on or after April 01 2019 with effective transition date ofApril 01 2018. Further MCA in exercise of its power under sub-section (1) of Section467 of the Act amended Schedule III to Act. Vide the amendment a new division viz.Division III' financial statement format was introduced for NBFCs effectivefrom October 11 2018. Accordingly the financial statements of the Company for the yearended March 31 2020 and corresponding figures for the year ended March 31 2019 havebeen re-casted and prepared as per the revised Schedule III to the Act.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act and Ind AS 110:Consolidated Financial Statements read with Ind AS 28: Investments in Associates and JointVenture and Ind AS 31: Interests in Joint Ventures the audited consolidated financialstatement is provided in this Annual Report.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
a) During the year under review Company has liquidated its entirestake of 3720000 fully paid-up equity shares of Rs10/- each held in Crest WealthManagement Private Limited (Now known as NAFA Asset Managers Private Limited) asubsidiary of the Company. Thereafter Crest Wealth Management Private Limited ceased tobe subsidiary of the Company.
b) During the year under review Company has acquired 21% stake in TBOFFoods Private Limited and as a result TBOF Foods Private Limited has became an associateof the Company.
Except as stated above no Company has become or ceased to beCompany's subsidiary associate or joint ventures.
The Company has an unlisted material subsidiary' asprescribed under regulation 16(1)(c) of SEBI Listing Regulations. Provisions underRegulation 24 and 24A of SEBI Listing Regulations with reference to Subsidiary Companieswere duly complied with to the extent applicable.
Pursuant to the provisions of Section 129(3) of the Act a statementproviding details of performance and salient features of the financial statements of theCompany's subsidiaries associates and joint venture companies is provided in FormAOC-1 annexed to this report as "Annexure-A".
Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of each subsidiary are available on thewebsite of the Company at www.crest.co.in/financials-of-subsidiaries/. These documentswill also be available for inspection till the date of AGM during the business hours atthe registered office of the Company.
The Company has formulated a Policy for determining MaterialSubsidiaries. The Policy is put up on the Company's website and can be accessed atwww.crest.co.in/wp-content/uploads/2019/05/Policy-on-determining-Material-Subsidiary.pdf.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THEPERIOD UNDER REPORT
1. Crest Finserv Limited:
Crest Finserv Limited is a wholly-owned subsidiary of the Company andthe gross turnover of Crest Finserv Limited for the financial year ending March 31 2020stood at Rs2666.10 lacs (previous year: Rs2016.78 lacs) and total comprehensive incomefor the year stood at Rs363.62 lacs (previous year: Rs77.66 lacs).
2. Crest Capital and Investment Private Limited:
Crest Capital and Investment Private Limited is a wholly-ownedsubsidiary of the Company and the gross turnover of Crest Capital and Investment PrivateLimited for the financial year ending March 31 2020 stood at Rs264.70 lacs (previousyear: Rs20.94 lacs) and total comprehensive income for the year stood at Rs55.99 lacs(previous year: Rs9.37 lacs).
3. Crest Residency Private Limited:
Crest Residency Private Limited is a wholly-owned subsidiary of theCompany and the gross turnover of Crest Residency Private Limited for the financial yearending March 31 2020 stood at Rs6.23 lacs (previous year: Rs5.87 lacs) and totalcomprehensive income for the year stood at Rs2.80 lacs (previous year: Rs3.42 lacs).
4. Intime Spectrum Tradecom Private Limited:
Intime Spectrum Tradecom Private Limited is a wholly-owned subsidiaryof the Company and the gross turnover of Intime Spectrum Tradecom Private Limited for thefinancial year ending March 31 2020 stood at Rs66.10 lacs (previous year: Rs34.90 lacs)and total comprehensive loss for the year stood at Rs37.53 lacs (previous year: Rs12.85lacs).
5. Escort Developers Private Limited:
Escort Developers Private Limited is a wholly-owned subsidiary of theCompany and the gross turnover of Escort Developers Private Limited for the financial yearending March 31 2020 stood at Rs6.46 lacs (previous year: Rs6.76 lacs) and totalcomprehensive income for the year stood at Rs2.66 lacs (previous year: Rs3.60 lacs).
1. Classic Mall Development Company Limited (formerly known asClassic Mall Development Company Private Limited):
The Company along with its wholly-owned subsidiary holds 50% stake inClassic Mall Development Company Limited. The gross turnover of Classic Mall DevelopmentCompany Limited for the financial year ending March 31 2020 stood at Rs 29296.95 lacs(previous year: Rs 26546.80 lacs) and the total comprehensive income for the year stoodat Rs 7536.06 lacs (previous year: Rs 7140.41 lacs).
2. Classic Housing Projects Private Limited:
The Company alongwith its wholly-owned subsidiary holds 50% stake inClassic Housing Projects Private Limited. The gross turnover of Classic Housing ProjectsPrivate Limited for the financial year ending March 31 2020 stood at Rs1965.45 lacs(previous year: Rs585.63 lacs) and the total comprehensive loss for the year stood atRs887.79 lacs (previous year: Rs1.27 lacs).
3. Starboard Hotels Private Limited:
The Company alongwith its wholly-owned subsidiary holds 50% stake inStarboard Hotels Private Limited. The gross turnover of Starboard Hotels Private Limitedfor the financial year ending March 31 2020 stood at Rs4380.19 lacs (previous year:Rs4356.42 lacs) and the total comprehensive loss for the year stood at Rs44.09 lacs(previous year: Rs14.47 lacs).
4. Ramayana Realtors Private Limited:
The Company holds 40% stake in Ramayana Realtors Private Limited. Thegross turnover of Ramayana Realtors Private Limited for the financial year ending March31 2020 stood at Rs1686.36 lacs (previous year : Rs2232.36 lacs) and the totalcomprehensive income for the year stood at Rs455.17 lacs (previous year: Rs713.18 lacs).
5. Tamarind Global Services Private Limited:
The Company holds 23.14% stake in Tamarind Global Services PrivateLimited. The gross turnover of Tamarind Global Services Private Limited for the financialyear ending March 31 2020 stood at Rs29760.11 lacs (previous year : Rs27835.50 lacs)and the total comprehensive loss for the year stood at Rs89.57 lacs (previous year :Rs26.35 lacs).
6. Kara Property Ventures LLP:
The Company holds 50% interest in Kara Property Ventures LLP. The grossturnover of Kara Property Ventures LLP for the financial year ending March 31 2020 stoodat Rs 5957.04 lacs (previous year: Rs1274.89 lacs) and the total comprehensive loss forthe year stood at Rs 597.58 lacs (previous year: Rs 81.27 lacs).
7. Alpha Asset Advisors LLP:
The Company through it's wholly-owned subsidiary holds 50%interest in Alpha Asset Advisors LLP. The gross turnover of Alpha Asset Advisors LLP forthe financial year ending March 31 2020 stood at Rs7.53 lacs (previous year: Rs92.04lacs) and the total comprehensive loss for the year stood at Rs96.82 lacs (previous year:Rs4.17 lacs).
8. TBOF Foods Private Limited:
The Company has acquired 21% stake in TBOF Foods Private Limited duringthe year. The gross turnover of TBOF Foods Private Limited for the period ending March 312020 stood at Rs155.09 lacs and the total comprehensive income for the period stood atRs16.01 lacs.
1. Trinity Ventures:
Trinity Ventures is a joint venture wherein the Company holds 10%stake. The gross turnover of Trinity Ventures for the financial year ending March 312020 stood at NIL (previous year: NIL) and loss for the year stood at Rs0.57 lacs(previous year: NIL).
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Act pertaining to investment andlending activities is not applicable to the Company since the Company is an NBFC dulyregistered with the Reserve Bank of India. The details of guarantees given and securitiesprovided during the financial year are furnished in the notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company has formulated a CSR Policy and the CSR Committee of theBoard confirms that the implementation and monitoring of CSR Policy is in compliance withCSR objectives and Policy of the Company. A detailed list of the CSR contribution madebrief outline of the CSR policy is set out in "Annexure-B" in the formatprescribed in the Companies (Corporate Social Responsibility) Rules 2014. For detailsregarding the composition of the CSR Committee and other information please refer theCorporate Governance Report which forms part of this Report. The CSR policy of the Companycan be accessed at the Company's website atwww.crest.co.in/wp-content/uploads/2019/05/Crest-Ventures-Limited-CSR-Policies. pdf.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place a robust internal financial control systemcommensurate with the size of its operations complexity and nature of its businessoperations. The Company has a standard operating procedure for governance of orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.
The Internal Auditor monitors and evaluates the efficacy and adequacyof internal financial control system in the Company its compliance with operatingsystems accounting procedures application of the instructions and policies fixed by thesenior management of the Company. The Audit Committee reviews the report on InternalControls submitted by the Internal Auditors on a half yearly basis. Based on theassessment carried out by the Audit Committee the internal financial controls wereadequate and effective and no reportable material weakness or significant deficiencies inthe design or operation of internal financial controls were observed during the financialyear ended March 31 2020.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions (RPTs) entered into during thefinancial year were on an arm's length basis and were carried out in the ordinarycourse of business. There are no materially significant RPTs made by the Company duringthe year under consideration with the Promoters Directors or Key Managerial Personnelswhich may have a potential conflict with the interest of the Company at large.
However the Company has entered into Material RPTs for the financialyear 2019-2020 in compliance with provisions of Section 188 of the Act and Regulation 23of SEBI Listing Regulations. Details of such material contracts or arrangements ortransactions at arm's length basis are provided in Form AOC-2 annexed to this reportas "Annexure-C".
Prior approval of the Audit Committee is obtained on an annual basisspecifying the upper ceiling as to the amount for transactions nature of transactionstenure which are of repetitive nature. The transactions entered into pursuant to the priorapproval so granted are placed before the Audit Committee and Board of Directors on aquarterly basis for ratification. Members may note that the details of related partytransactions as required under Ind AS 24 are reported in the explanatory notes to thefinancial statements.
As required under the SEBI Listing Regulations the Company hasformulated a Policy on Materiality of Related Party Transactions which is available on theCompany's website and can be accessed atwww.crest.co.in/wp-content/uploads/2019/02/Policy-on-Materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions-1.pdf.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR
In terms of the provisions of Section 178(3) of the Act and Regulation19 of the SEBI Listing Regulations the Nomination and Remuneration Committee ("NRC")has formulated the criteria for determining qualifications positive attributes andindependence of Directors the key features of which are as follows:
a) Qualifications: The Board nomination process encouragesdiversity of thought experience knowledge age and gender. It also ensures that theBoard has an appropriate blend of functional and industry expertise.
b) Positive Attributes: Apart from the duties of Directors asprescribed in the Act the Directors are expected to demonstrate high standards of ethicalbehaviour communication skills and independent judgment. The Directors are also expectedto abide by the respective Code of Conduct as applicable to them.
c) Independence: A Director will be considered independent ifhe/ she meets the criteria laid down in Section 149(6) of the Act the Rules framedthereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
Pursuant to Section 134 of the Act the Company has a Risk ManagementPolicy in place for identification of key risks to our business objectives impactassessment risk analysis risk evaluation risk reporting and disclosures riskmitigation and monitoring and integration with strategy and business planning interalia for identifying and taking opportunities to improve performance of the Company.Your Company has also constituted a Risk Management Committee. All the critical risksalong with current mitigation plans as identified are presented to the Risk ManagementCommittee in order to ensure that all the critical risks are covered and suitablemitigation plans are in place and controls are operating effectively. The Audit Committeehas additional oversight in the area of financial risk and controls.
The Risk Management Policy is available on the Company's websiteat www.crest.co.in/wp-content/uploads/2016/05/policy-Risk-Management-Policy.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNELS ("KMP")
a) CESSATION AS NON-EXECUTIVE CHAIRMAN
Mr. Vasudeo Galkar (DIN: 00009177) tendered his resignation as theNon-Executive Chairman of the Company w.e.f. April 01 2019 on attaining the age of 75years in February 2019 in compliance with Regulation 17(1A) of the SEBI ListingRegulations.
i) Mr. Vasudeo Galkar (DIN: 00009177) was re-appointed as anIndependent Director for a second term of 5 consecutive years by obtaining approval of theshareholder's by way of Special Resolution through Postal Ballot process incompliance with regulation 17(1A) of SEBI Listing Regulations and Section 149(10) of theAct. He was re-appointed as the Chairman of the Company in the Board Meeting held on May14 2019.
ii) The Board of Directors at their meeting held on May 14 2019pursuant to the recommendation of Nomination and Remuneration Committee appointed Mr.Mohindar Kumar (DIN: 08444706) as an Additional Director in the category IndependentNon-Executive Director. The members of the Company at the AGM held on September 10 2019appointed him as an Independent Director of the Company to hold office for the first termof 5(five) consecutive years commencing from May 14 2019.
iii) Further the Board at its meeting held on February 12 2020 aftertaking into account the report of performance evaluation and the recommendation of theNomination and Remuneration Committee re-appointed the following Independent Directorsfor a second term of five consecutive years. The Board considers that given theirbackground experience and contributions made by them during his tenure their continuedassociation would be beneficial to the Company:
|Name of Independent Director ||Tenure of Second Term |
|Mrs. Ferzana Behramkamdin (DIN: 07060173) ||Five years from February 14 2020 |
|Mr. Rajeev Sharma (DIN: 01102446) ||Five years from November 02 2020 |
Consent of the members by way of Special Resolution is sought by theCompany in compliance with Section 149(10) of the Act.
c) RETIREMENT BY ROTATION
In terms of the provisions of Section 152(6) of the Act Mr. MaheshShirodkar Director (DIN: 00897249) retires by rotation at the ensuing AGM and beingeligible offers himself for re-appointment. A resolution seeking shareholders'approval for his re-appointment forms part of the Notice.
In accordance with Regulation 36 of the SEBI Listing Regulations andSecretarial Standards-2 on General Meetings brief particulars and expertise of directorsto be appointed or re-appointed together with their other directorships and committeememberships is given in the annexure to the Notice of the AGM.
d) KEY MANAGERIAL PERSONNELS
Pursuant to the provisions of Section 203 of the Act read with therules made there under the following employees are the Whole-Time Key ManagerialPersonnel of the Company:
1. Mr. Vijay Choraria: Managing Director
2. Mr. Parag Shah: Chief Financial Officer
3. Ms. Namita Bapna: Company Secretary and Compliance Officer
Apart from above no other Director or KMP were appointed or hadretired or resigned during the financial year 2019-2020. The Company has devised thefollowing Policies viz: a) Policy for selection of Directors and determiningDirectors' independence; and b) Remuneration Policy for Directors KeyManagerial Personnel and other employees.
The Policy for selection of Directors and determining Directors'independence sets out the guiding principles for the NRC Committee for identifying personswho are qualified to become Directors and to determine the independence of Directors incase of their appointment as Independent Directors of the Company. The Policy alsoprovides for the factors in evaluating the suitability of individual Board members withdiverse background and experience that are relevant for the Company's operations. Theaforesaid Policy is available on the Company's website atwww.crest.co.in/wp-content/uploads/2020/07/Policy-for-selection-of-directors-and-determining-Directors-Independence.pdfThe aforesaid policy has been revised during the year.
The criteria of independence number of directorships and committeememberships prescribed in the policy has been changed to align the policy with theamendment made in this regard in the Act and the SEBI Listing Regulations.
The Remuneration Policy for Directors Key Managerial Personnel andother employees sets out the guiding principles for the NRC Committee for recommending tothe Board the remuneration of the Directors Key Managerial Personnel and other employeesof the Company. There has been no change in the policy during the current year. Theaforesaid Policy is available on the Company's website atwww.crest.co.in/wp-content/uploads/2020/07/Remuneration-Policy-for-Directors-Senior-and-KMP-and-other-Employees.pdf
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished the declarations that theymeet the criteria of independence as provided under Section 149(6) of the Act andRegulation 25(8) of SEBI Listing Regulations.
BOARD AND COMMITTEE MEETINGS
During the year ended March 31 2020 the Board met 4 (Four) times andthe gap between two Board Meetings did not exceed 120 days and atleast one meeting hasbeen held in each Quarter. Details of the Board Meetings and Meetings of its Committeesare furnished in the Corporate Governance Report.
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provisions of theAct and the SEBI Listing Regulations. The Board evaluated its performance after seekinginputs from all the directors on the basis of criteria such as the Board composition andstructure effectiveness of board processes information and functioning etc.Additionally the Chairman of the Board was also evaluated on key aspects of his roletaking into account the views of executive directors and non-executive directors in theaforesaid meeting. The performance of the Committees was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc. The above criteria are as providedby the Guidance Note on Board Evaluation issued by SEBI.
In a separate meeting of Independent Directors performance ofNon-Independent Directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and non-executivedirectors. Performance evaluation of Independent Directors was done by the entire boardexcluding the Independent Director being evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act your Directors to the best oftheir knowledge and ability hereby confirms that:
i. in the preparation of annual accounts the applicable accountingstandards have been followed and no material departures have been made from the same;
ii. the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2020and of the profit of the Company for the year ended on that date;
iii. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the directors have prepared the annual accounts on a "goingconcern" basis;
v. the directors have laid down internal financial controls which areadequate and operating effectively; and
vi. the directors have devised proper system to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.
AUDITORS AND AUDITORS' REPORT
a) STATUTORY AUDITORS
M/s. Pathak H. D. & Associates LLP Chartered Accountants (FirmRegistration Number: 107783W/ W100593) were appointed as the Statutory Auditors of theCompany for a term of 5 (five) consecutive years at the 35th AGM held on August11 2017. Further they have confirmed that they are not disqualified from continuing asthe Statutory Auditors of the Company. The Auditors' Report for the financial yearended March 31 2020 on the financial statements of the Company is a part of this AnnualReport. The Auditors' Report does not contain any adverse remark qualificationreservation or disclaimer remark.
b) SECRETARIAL AUDITORS
The Board of Directors re-appointed CS Ajit Sathe Proprietor of M/s.A.Y. Sathe and Co. Practicing Company Secretaries (FCS: 2899/COP: 738) to conductSecretarial Audit for the financial year 2019-2020. The Secretarial Audit Report pursuantto Regulation 24A of SEBI Listing Regulations for the financial year ended March 31 2020is set out in "Annexure-D" to this Report.
Further following are the qualifications contained under theSecretarial Audit Report of the Company and Management's reply thereto: The Companyhad duly intimated the Stock Exchanges of the Board Meeting to be held on May 14 2019for consideration of the Financial Results within the prescribed timelines. However theCompany did not mention about the declaration/ recommendation of the dividend and the samewas intimated to the Stock Exchanges at a later date. This deviation on the part of theCompany was penalized by the Stock Exchanges with imposition of fine of Rs11800 (RupeesEleven Thousand and Eight Hundred Only) each duly paid by the Company as contained in theaforesaid reports.
EXTRACT OF THE ANNUAL RETURN
In compliance with Section 92(3) of the Act the extract of AnnualReturn is given in the prescribed Form MGT-9 and is set out in "Annexure-E".
PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is provided in "Annexure-F"to this report. During the year under review the Company does not have any employee whois drawing a remuneration of Rs10200000/- per annum or Rs850000/- per month asstipulated in the Act and the rules made thereunder. Hence disclosures required underRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 have not been provided. The Managing Director of the Company did not receiveany remuneration or commission from any of the Company's subsidiaries. Hencedisclosure pursuant to Section 197(14) of the Act is not applicable to the Company.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company's vigil mechanism allows the Directors and employeesto report their concerns about unethical behaviour actual or suspected fraud or violationof the code of conduct /business ethics. The vigil mechanism provides for adequatesafeguards against victimisation of the Director(s) and employee(s) who avail thismechanism. No person in the Company has been denied access to the Audit Committee and/orits Chairman.
As required under Regulation 22 of the SEBI Listing Regulations theCompany has an effective Whistle Blower Policy in place to deal with the instances offraud and mismanagement. This policy is available on the Company's website atwww.crest.co.in/wp-content/ uploads/2016/05/policy-Whistle-Blower-Policy.pdf.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted zero tolerance towards sexual harassment atworkplace and has formulated a Policy on Prevention
Prohibition and Redressal of Sexual Harassment at Workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules framed thereunder for prevention andredressal of complaints of sexual harassment at workplace.
The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. There were no cases reported during thefinancial year 2019-2020.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read withRule 8(3) of the Companies (Accounts) Rules 2014 is given in "Annexure-G"attached to this Report.
Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review:
a. During the year under review the Company has not accepted anydeposits which would be covered under Section 73 of the Act read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force);
b. The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to" Meetings of the Board of Directors" and "General Meetings"respectively;
c. The Statutory auditors and the Secretarial auditors of the Companyhave not reported any instances of fraud or irregularities as specified under Section143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules 2014;
d. There were no significant and material orders passed by theRegulators/ Courts which would impact the going concern status of the Company and itsfuture operation;
e. The Company does not have any scheme or provision of money for thepurchase of or subscription to its own shares by the Employees/ Directors or by trusteesfor the benefit of the Employees/ Directors.
f. There is no change in the nature of business of the Company carriedout during the financial year. The Company has not changed the class of business in whichthe Company has an interest
g. There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
h. The Central Government has not prescribed the maintenance of costrecords under Section 148 of the Act for the Company.
i. There is no Corporate Insolvency Resolution Process initiated underthe Insolvency and Bankruptcy Code 2016.
Your Directors wish to place on record the appreciation and values thededicated efforts and contribution made by the employees at all levels. The Directors alsowish to place 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 |
| ||Vasudeo Galkar |
|Place: Mumbai ||Chairman |
|Date: June 27 2020 ||DIN: 00009177 |