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Crimson Metal Engineering Company Ltd.

BSE: 526977 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE318P01016
BSE 00:00 | 12 Jun Crimson Metal Engineering Company Ltd
NSE 05:30 | 01 Jan Crimson Metal Engineering Company Ltd
OPEN 7.11
PREVIOUS CLOSE 7.11
VOLUME 1000
52-Week high 7.47
52-Week low 7.11
P/E 5.43
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.11
CLOSE 7.11
VOLUME 1000
52-Week high 7.47
52-Week low 7.11
P/E 5.43
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Crimson Metal Engineering Company Ltd. (CRIMSONMETAL) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 33rd Annual Report of Crimson MetalsEngineering Company Limited along with the audited financial statements for the year endedMarch 31 2017.

FINANCIAL HIGHLIGHTS

2016-2017 2015- 2016

Amount in Rupees

PARTICULARS Audited financial Statement for the year ended Audited financial Statement for the year ended
31.03.2017 31.03.2016
1 TOTAL REVENUE 461085488 459212988
2 TOTAL EXPENSES 452794829 451403805
3 PROFIT BEFORE TAX 8290659 7809183
4 CURRENT TAX 1690000 1524330
5 DEFERRED TAX 1051861 1408808
4 PROFIT AFTER TAX 5548798 4876045

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.

During the year 2016-2017 the Company has earned a net profit after tax ofRs.5548798as against Rs.4876045 earned in the previous year. On the sales front theCompany has achieved a turnover of about Rs.461085488during the year 2016-2017 asagainst Rs.459212988 achieved in 2015-2016.

During the year under review there is no change in the nature of activity of thecompany.

DIVIDEND&TRANSFER OF PROFIT TO RESERVES:

In order to conserve resources the board of directors has decided not to declare anydividend for the current financial year 2016-17 and has not proposed to transfer any ofits profits to reserves.

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 2016 – 2017.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The company doesn't have any subsidiaries associates and joint venture companies.

CONSERVATION OF ENERGY 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

Board Composition and Independent Directors

The Board consists of the Executive Chairman two Executive directors and threeIndependent Directors.

Independent Directors are appointed for a term of five years and are not liable toretire by rotation.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBILODR.

Retirement by Rotation: -

In terms of Section 152 of the Companies Act 2013Ms.R.Uma who retire by rotation atthe forthcoming AGM and is eligible for re-appointment. Ms.R.Umaofferedherself forre-appointment. HerBrief profile is included in the Notice of forthcoming Annual GeneralMeeting of the company

Key Managerial Personnel:

The company is in the process of finding a suitable KMP for the post of CompanySecretary& Chief Financial Officer.

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.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

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 the same is available on the Company website www.crmetal.in.

INFORMATION U/s 197(12) OF THE COMPANIES ACT 2013

The information required under section 197 (12) of the Act read with rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached herewith as Annexure-II.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company has nothing to disclose with respect to demat suspense account/ unclaimedsuspense account

AUDITORS

STATUTORY AUDITORS

The Companies Act 2013 ( ‘the Act' ) was notified effective April 1 2014.Section139 of the Act lays down the criteria for appointment and mandatory rotation of statutoryauditors. Pursuant to section 139 of the Act and rules made thereunder it is mandatory torotate the statutory auditors on completion of two terms of five consecutive years. Therules also lay down the transitional period that can be served by the existing auditorsdepending on the number of consecutive years for which an audit firm has been functioningas auditor in the same company. The incumbent auditors M/s.Abhay Jain &Co CharteredAccountants(firm registration no. 000008S) have served the company for over 10 yearsbefore the Act was notified and will be completing the maximum number of transitionalperiod ( three years) at the ensuing 33rd AGM.

The Audit committee of the company has proposed and on May 30 2017 The Board hasrecommended the appointment of M/s.Jain Vishal & Co Chartered Accountants (Firmregistration number:015407S) as statutory auditors of the company for the approval ofMembers in the AGM

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 2016-17.

SECRETARIAL AUDITOR

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 2016-17.

The Secretarial Audit report as received from the secretarial auditor is annexed tothis report as Annexure III.

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

The Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control. M/s Singhi& co Chartered Accountant was appointed asinternal auditors of the Company. The internal auditors of the Company regularly conductaudit and submit his quarterly reports which are reviewed by the Audit Committee. TheCompany has an adequate Internal Control system commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.

RELATED PARTY TRANSACTIONS

During the year 2016 – 2017 the Company has not entered into any transaction withrelated parties as per section 188of the Companies Act 2013.

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") isannexed herewith as Annexure –IV to this report.

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 HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION 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 2016-17 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

Since your company's paid up capital and Net worth is less than Rs.10 Crores and Rs.25Corers respectively the provisions of clause 27 of the SEBI LODR2015 relating toCorporate Governance is not applicable to the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times during the financial year and the intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and in terms of Regulation 17(10)of the SEBI Listing Regulations the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the Audit and the Nomination and Remuneration Committees.

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 and self-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 judgment 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 designated employees 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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies( Meetings of Board and its Powers ) Rules2014 and clause 49 of the Listing Agreementthe Board of Directors had approved the policy on vigil mechanism / whistle blower and thesame was hosted on the website of the Company. The policy inter-alia provides a directaccess to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director / employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year

BOARD COMMITTEES

The Board had constituted the following committees Viz Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is not meeting the threshold as prescribed under Companies Act 2013i.e. Net Profit greater than Rs.5 Crores or Turnover greater than Rs.1000 Crores or Networth greater than Rs. 500 Crores in the preceding 3 Financial Years and therefore theprovisions relating to CSR in accordance with the provisions of section 135 of the Actdoes not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year there were no such instances of significant and material orders passedby the regulators courts or tribunals.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

I Industry structure and developments.

Crimson Metal Engineering Company Ltd is in to steel industry. Our Company has survivedthe toughest period in the industry and that's why it's identity in the industry is wellestablished.

II. Discussion on financial performance with respect to operational performance

As far as the financial performance of the company is concerned during the year2016-2017 the Company has earned a net profit after tax of Rs. 5548798 as against Rs.4876045 earned in the previous year. On the sales front the Company has achieved aturnover of about Rs.461085488 during the year 2016-2017 as against Rs. 459212988achieved in 2015-2016.In the operational performance front the company has achievedincreased tonnage of production during the current financial year when compared to theearlier financial year.

III. Opportunities and Threats.

Due to the expanding economy industries where company's products are used will alsolook up giving growth opportunities for the company.

However dumping of raw materials making the end product prices volatile is a threat tobe managed.

IV. Segment–wise or product-wise performance.

The company is operating in single segment and product viz. manufacture of pipes.

V. Outlook

Outlook of the industry continues to be good. With the economy looking up with allround growth we hope the company's products will also have better growth.

VI. Risks & Concerns

The main risk to which the company is exposed to is the fluctuation in the Raw materialprices and the competition from the various competitors. During the course of year thecompany has broad based its operations. This we believe will strengthen the company toweather any unforeseen volatility in its operations.

VII. Internal Control Systems

The Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control. M/s Singhi& co Chartered Accountant was appointed asinternal auditors of the Company. The internal auditors of the Company regularly conductaudit and submit his quarterly reports which are reviewed by the Audit Committee. TheCompany has an adequate Internal Control system commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.

VII. Material developments in Human Resources / Industrial Relations front includingnumber of people employed

No Material developments have occurred in Human Resources / Industrial Relations front.

VIII. Cautionary Statement:

Statement in the management discussion prescribing the company's objective andexpectations may be "forward looking statements" within the meaning ofapplicable SEBI laws and regulations. Actual results may differ materially from thoseexpressed or implied. Important factors that could make a difference to the company'soperations include economic demand/ supply and price conditions in the domestic/international markets change in government regulations tax laws other statutes andincidental factors.

DISCLOSURE OF ACCOUNTING TREATMENT:

No differential treatment has been followed during the financial year 2016-17inpreparation of the financial statements.

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.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board

VINAY KUMAR GOYAL R.UMA
MANAGING DIRECTOR

WHOLE TIME DIRECTOR

DIN-00134026 DIN: 07029264

 

Place: Chennai
Date: 17.08.2017

ANNEXURE I

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Current Year Previous Year
1. Electricity
Purchase Units 2841680 2733196
Rate/Unit in Rs. 6.58 6.38
Total Cost in Rs. 18697757 17430098
Own Generated (Diesel) in Rs. 174581 175051
Total Cost 18872338 17605149
2. Furnace Oil (in Lts) 54840 125770
3. LPG (in Kgs) 372278 367339
B. CONSUMPTION PER UNIT OF PRODUCTION
Production MTS 48181 50332
Electricity Units 58.98 54.30
Furnace Oil Lts 6.24 8.06
LPG in Kgs 17.61 12
C. TECHNOLOGY ABSORPTION NIL NIL

NOTE : CURRENT YEAR CONSUMPTION INCLUDES JOBWORK PRODUCTION

Annexure II

A) Disclosures pursuant to rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Particulars
Name of the Director Vinay Kumar Goyal Disclosure Details Chandrakesh Pal R.Uma
The ratio of the remuneration of each director to 12.58 1.76 0.46
The median remuneration of the employees of
The company for the financial year;
The percentage increase in remuneration of each NA
Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year Nil 8

the percentage increase in the median

Approximately up to 10% excluding workmen remuneration of employees in the financialyear;

the number of permanent employees on the rolls

64 of company

average percentile increase already made in the

Average percentile increase for Managerial grade was salaries of employees other thanthe managerial up to 10%( approximately) Average percentile increase personnel in the lastfinancial year and its for Non-Managerial grade was up to 10% comparison with thepercentile increase in the ( approximately) managerial remuneration and justificationthereof (and point out if there are any exceptional circumstances for increase in themanagerial remuneration;) affirmation that the remuneration is as per the The Companyaffirms that the remuneration is as per remuneration policy of the company theremuneration policy of the company

B) Disclosures pursuant to rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

Employee 1 Employee 2 Employee 3 Employee 4 Employee 5
Name of the Employee designation of the employee; Vinay Goyal Managing Director Hardwari Lal Plant Head Munnidevi Corporate Social Responsibility Officer Selvi Yuvaraj Planning Manager S.Sivagami Accounts Manager
Remuneration received in rs.; 2400000/- 607068/- 575124/- 538301/- 497400/-
Nature of employment whether contractual or otherwise; Permanent Permanent Permanent Permanent Permanent
Qualifications and experience of the employee; B.Com with 32 years Intermediate with 30 years Graduate with 20 yeard MBA with 15 years B.Com with 20 years
Date of commencement of employment; 4/1/1997 8/1/2010 8/1/2010 8/1/2010 8/1/2010
The age of such employee; 49 yrs 60 yrs 57 yrs 40 yrs 42 yrs
The last employment held by such employee before nil Ganges International Pvt Ltd Ganges International Pvt Ltd Ganges International Pvt Ltd Ganges International Pvt Ltd
The percentage of equity shares held by the employee
Joining the company;
In the company within the meaning of clause
(Iii) of sub-rule (2) above; and 10.29% nil nil nil nil
Whether any such employee is a relative of any director Or manager of the company and if so name of Such director or manager: No no no no no
Employee 6 Employee 7 Employee 8 Employee 9 Employee 10
Name of the Employee G.Baburam Gagoria Baidyanath Prajapati Supriya Mohamed Yunus Chandrakesh Pal
designation of the employee; Manager Cashier Foreman Communication Officer Sr. Engineer Planning Whole Time Director
remuneration received in Rs.; 485021/- 477576/- 462984/- 462864/- 417456/-
nature of employment whether contractual or otherwise; Permanent Permanent Permanent Permanent Permanent
qualifications and experience of the employee; Gratuate with 35years SSLC with 27 years Gratuate with 7years Diploma in Mech B.A with 20 years
Engineering with 10 yrs
date of commencement of employment; 8/1/2010 8/13/1990 8/1/2010 8/1/2010 2/1/2016
the age of such employee; 76 yrs 46 Yrs 28 yrs 30 yrs 41 yrs
the last employment held by such employee before joining the company; Ganges International Pvt Ltd Mando India Ltd Ganges International Pvt Ltd
The percentage of equity shares held by the employee In the company within the meaning of clause (iii) Of sub-rule (2) above; and nil nil nil nil nil
whether any such employee is a relative of any director or manager of the company and if so name of such director or manager: no no no no no