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Crimson Metal Engineering Company Ltd.

BSE: 526977 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE318P01016
BSE 00:00 | 29 Nov 8.10 0
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NSE 05:30 | 01 Jan Crimson Metal Engineering Company Ltd
OPEN 8.10
PREVIOUS CLOSE 8.10
VOLUME 100
52-Week high 8.52
52-Week low 8.10
P/E 10.95
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.10
CLOSE 8.10
VOLUME 100
52-Week high 8.52
52-Week low 8.10
P/E 10.95
Mkt Cap.(Rs cr) 4
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 36th Annual Report of Crimson MetalsEngineering Company Limited along with the audited financial statements for the year endedMarch 31 2020.

FINANCIAL HIGHLIGHTS

Amount in Rupees

S.NO PARTICULARS Audited financial Statement for the year ended 31.03.2020 Audited financial Statement for the year Ended 31.03.2019
1 TOTAL REVENUE 72564723 100814989
2 TOTAL EXPENSES 71620816 99381931
3 PROFIT BEFORE TAX 943907 1433058
4 CURRENT TAX 160570 286612
5 DEFERRED TAX - -
6 PROFIT AFTER TAX 783337 1146446

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.

During the year 2019-2020 the Company has earned a net profit after tax of Rs.783337as against Rs. 1146446 earned in the previous year. On the sales front the Company hasachieved a turnover of about Rs. 72564723 during the year 2019-2020 as against Rs.100814989 achieved in 2018-2019.

ABOUT COVID-19

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees stakeholders and on minimizing disruption to services for all our customersacross the country.

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 2019 – 2020 and has not proposed to transferany of its 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 except that the company hasstarted earning lease rental income from its related party; 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 2019 – 2020.

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 nature of business does not involve any Technology Absorption and Conservation ofEnergy as stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014. However efforts to reduce and optimize the useof energy through improved operations and other means continue.

FOREIGN EXCHANGE AND OUTGO

31.03.2020 31.03.2019
Earnings in foreign currency Nil Nil
Expenditure in Foreign Currency Nil Nil

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 2013 Ms. Chandrakesh Pal who retire byrotation at the forthcoming AGM and is eligible for re-appointment. Ms. Chandrakesh paloffered himself for reappointment. His Brief profile is included in the Notice offorthcoming Annual General Meeting of the company.

Re-appointment of Independent Directors

Shri. Krishan Chander Batra was reappointed as the Independent Director of the Companyfor a further period of Five years from the expiry of his term of office.

Re-appointment of Whole Time Directors

Shri. Chandrakesh Pal and Smt. Rajaram Uma were reappointed as the Whole Time Directorsof the Company for a further period of Five years from the expiry of their respective termof office.

Key Managerial Personnel:

During the year Ms. Sivgami has resigned from the post of Chief Financial Officer w.e.f14.11.2019

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-I.

HUMAN RESOURCES / INDUSTRIAL RELATIONS:

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

QUALITY INITIATIVES

The Company continues to sustain its commitment to the highest levels of qualitysuperior service management robust information security practices and mature businesscontinuity management.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

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 Company appointed M/s. LAKHOTIA & REDDY Chartered Accountants (FirmRegistration No. 009331S.) as the Statutory Auditor of the Company at the Extra ordinaryGeneral Meeting held on 07.02.2020 to carry out the Statutory Audit for the financial year31.03.2020. Since the term of office expires at the conclusion of the ensuing AGM theBoard of Directors based on the recommendation of the Audit Committee has decided torecommend the appointment of M/s. LAKHOTIA & REDDY Chartered Accountants as theStatutory Auditors of the Company for a period of 5 years starting from the financial year2020-2021 and that they shall hold office from the conclusion of this Annual GeneralMeeting till the conclusion of the Annual General Meeting of the Company relating to thefinancial year 2024-2025 at a remuneration to be decided by the Managing Director inconsultation with the Auditors. Appropriate resolution seeking your approval to theappointment of Statutory Auditor is appearing in the Notice convening the 36thAGM of the Company.

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 & Associates a firm of Company Secretaries inPractice to undertake Secretarial Audit of the Company for the financial year 2019 –2020.

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

COMMENT ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor in the Secretarial AuditReport the company has taken the corrective measures during the current financial year.

INTERNAL CONTROL AND ITS ADEQUACY

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 2020 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control. The Company has an adequate Internal Control systemcommensurate with the size scale and complexity of its operations. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved. The company at present is not having an internal auditor and the company is inthe process of appointing the same''

RELATED PARTY TRANSACTIONS

During the year 2019 – 2020 the Company has not entered into any transaction withrelated parties as per section 188 of 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 –III 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 there under. In view of Limited Number ofEmployees at present Internal Complaints committee has not been formed so far. During thefinancial year 2019 – 2020 the Company has not received any sexual harassmentcomplaints.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from 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 LODR 2015 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 of Directors has carried out an annualevaluation of its own performance board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

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

The Management Discussion and Analysis Report is attached with this Report as AnnexureIV.

DISCLOSURE OF ACCOUNTING TREATMENT:

No differential treatment has been followed during the financial year 2019 – 2020in preparation 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. TheDirectors also thank the Company's Stakeholders customers vendors and investors fortheir continuous support.

The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments and agenciesfor their cooperation.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors appreciate and value the contribution made by every member of the Crimsonfamily.

For and on behalf of the Board

VINAY KUMAR GOYAL CHANDRAKESH PAL
MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN-00134026 DIN: 07277936

Place: Chennai

Date: 14.11.2020

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