Crown Lifters Limited
The Board of directors of your Company is pleased in presenting the Fifteenth (15th)Annual Report of your Company together with the Audited Financial Statements (Standalone)for the period ended 31st March 2017.
INITIAL PUBLIC OFFER (IPO) & LISTING AT NSE (eMERGE):
During the year pursuant to the approval of Members of the company at theirExtra-Ordinary General Meeting held on 20th June 2016 the Company approached the CapitalMarket with an Initial Public Offer 552000 (Five Lakh Fifty-two Thousand) Equity SharesOf Company Of Face Value of Rs 10 Each Fully Paid for Cash at a Price Of Rs.121/- PerEquity Share (The Issue Price") (Including a Share Premium of Rs 111 Per Equity Shareaggregating Rs.667.92 Lakhs (The "Issue") By Our Company of Which 28000 equityShares of Rs.10/- Each fully paid up will be reserved for subscription by Market Maker tothe issue ("Market Maker Reservation Portion"). The Issue less the Market MakerReservation Portion i.e. issue of 524000 Equity Shares Of Rs
10 Each Fully Paid up is hereinafter referred to as The "Net Issue". TheIssue and The Net Issue will Constitute 26.51 % and 25.17% respectively of the post Issuepaid up Equity Share Capital of the Company. The Issue has received 719 applications for1250000 Equity Shares resulting in 2.26 times subscription (including reserved portion ofMarket Maker). The Basis of Allotment was finalized in consultation with the DesignatedStock Exchange National Stock Exchange of India Limited on September 22 2016.
In response to the company's application the National Stock Exchange of India Limited(NSE) has given its final approval for listing and trading of 552000 (Five LakhFifty-two Thousand) of Rs.10/- each on NSE e- Merge (SME Emerge Platform) of NSE effectiveSeptember 27 2016.
|Particulars ||Current Year Ended ||Previous Year |
| ||on 31/03/2017 ||Ended on |
| || ||31/03/2016 |
|Income from operations ||235059187.00 ||199064531.00 |
|Other Income ||11546963.00 ||18511273.00 |
|Depreciation & amortization ||72018153.00 ||42136578.00 |
|Expenses other than Depreciation ||139030718.00 ||157904708.00 |
|Preliminary Exp. Written off ||0.00 ||0.00 |
|Net Profit/(Loss) Before Tax ||41330514.00 ||39782220.00 |
|Current Tax ||8622695.00 ||11055978.00 |
|Deffered Tax ||3118000.00 ||(4692631.00) |
|Prior period Tax adjustment ||(334057.00) ||8532095.00 |
|Profit/(Loss) After Tax ||29923876.00 ||24886778.00 |
|Proposed Dividend ||2082000.00 ||0.00 |
|Provision for dividend distribution Tax ||423846.00 ||0.00 |
|Balance Carried to Balance Sheet ||17218030.00 ||24886778.00 |
As your company has earned good profit during the current year in order to givebenefit of the profit to the shareholders Board of Directors has decided to recommenddividend at 10% i.e. Rs. 1 per share aggregating to Rs. 2082000 for the year 2016-17.
PRESENT OPERATIONS AND FUTURE PROSPECTS:
During the year under review the Company has generated revenue total revenue of Rs.235059187 as against Rs. 199064531 during the previous financial year. The net profitafter tax for the year under review has been Rs. 29923876 as against Rs. 24886778during the previous financial year. Your Directors are continuously looking for the newavenues for future growth of the Company and expect more growth in future period.
A detailed analysis of the financial results is given in the Management Discussion andAnalysis Report which forms part of this report.
BOARD OF DIRECTORS: I. APPOINTMENT
During the Year under review Following Directors and Key Managerial Personnel(s) areappointed on the board of the Company:
|SR No. ||Name & Designation ||Date of Appointment |
|1. ||Mr. Nizar Nooruddin Rajwani ||20/06/2016 |
| ||Chief Financial Officer(KMP) || |
|2. ||Mrs. Salima Siraj Jaria ||01/04/2016 |
| ||Woman Director (Non Executive Director) || |
|3. ||Mr. Pankaj Kumar Gupta ||20/06/2016 |
| ||Independent Director || |
|4. ||Mr. Nikhil Sunil Arya ||20/06/2016 |
| ||Independent Director || |
|5. ||Mr. Yashpal Kapoor ||29/12/2016 |
| ||Additional Independent Director || |
|6. ||Mrs. Priyanka Sanatkumar Shastri ||01/07/2016 |
| ||Company Secretary & Compliance Officer || |
II. CONFIRMATION OF DIRECTOR:
Mr. Yashpal Kapoor who was appointed as an Additional Independent Director u/s 149 (1)of Companies Act 2013 will be confirmed in the ensuing Annual General Meeting subject toapproval of the members and if confirmed he will be appointed for the period of fiveyears from 29th December 2016 to 28th December 2021.
III. RESIGNATION OF DIRECTORS:
Mr. Nikhil Sunil Arya (DIN: 06972069) an Independent Director has been resigned fromthe directorship with effect from 29th December 2016. Moreover Mr. Asif Jaria and Mr.Siraj Jaria Directors of the Company has also resigned from the post of the directorshipon 1st April 2016.
DECLARATION BY INDEPENDENT DIRECTORS:
The following directors are appointed as independent directors in terms of Section149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations2015;
1. MR. PANKAJ KUMAR GUPTA
2. MR. YASHPAL KAPOOR
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:
The company has no subsidiary company Joint Venture Company or Associate Company.
During the year under review your Company has not accepted deposit form public asenvisaged by Chapter V of the Companies Act 2013.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/ OUTGO:
As required by the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 the relevant data pertaining to conservation of energy technologyabsorption are not applicable and hence not given. Moreover during the year the Companyhas no Foreign Exchange earnings and foreign exchange outgo is Rs. 134000 during theyear.
PARTICULARS OF EMPLOYEES:
There are no employees drawing the remuneration in excess of limits prescribed underRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No such material changes and commitments affecting the financial position of thecompany have occurred and hence no comments required.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
However suit filed against the Company in the matter of Import Duty is as under:
(a) Appeal No. 900/2013:
The Company purchased a second hand Crane and the parts of Cranes in auction conductedby the world renowned auctioneers namely from M/s. Ritchie Bros USA. Investigation wasstarted by the Directorate of Revenue Intelligence regarding certain cranes imported inpast and the said crane and the parts were also subjected to provisional assessment. TheCompany was asked to provide bank guarantee of Rs. 17216000/- for crane which wasreturned and for parts of the crane bank guarantee of Rs. 91187/- was furnished alongwith bond and certificate of Chartered Engineer. Then the Company received nocommunication from the department. The Company than received Original Order No. 2161/2013on April 27 2013 issued stating that the consignment containing refurbished parts of theused cranes is liable to confiscation under the provisions of Section 111 (d) of CustomsAct 1962 with a redeemed fine of Rs. 180000/-. Penalty of Rs. 90000/- was also imposedunder Section 112 (a) of the Customs Act. 1962. The Company has filed an appeal on August8 2013 for setting aside the impugned Order and for stay on operation of the impugnedorder till the final decision on the appeal.
The Matter is still pending with Commissioner to Customs (Appeal) Mumbai-II JNCHSheva.
(b) Appeal No. C/86803 86804 86805 86415/14:
The Company had purchased used cranes and parts of cranes. The Company has imported 35consignments of cranes and accessories. The Custom authorities had determined that out of35 consignments 14 were cleared on under stated values. The Commissioner of Customs(Import) had passed the Order No. 12/2014/CAC/CC(1)/AB/Gr.v dated January 31 2014 andgive as under:
|Sr. ||Particulars ||In Respects Of Imports ||In Respects Of Imports |
|No || ||Through Crown Lifters ||Through Crown Lifters |
| || || ||Private Limited |
|1 ||Redemption Fine Imposed ||Rs. 6500000 ||Rs. 2600000 |
|2 ||Imposed total Penalty ||Rs. 4500000 ||Rs. 6874773 |
|3 ||Duty along with Interest ||- ||Rs. 3794773 |
The Company filed an appeal against the said order and the Customs Excise and ServiceTax Appellate Tribunal West Zonal Bench at Mumbai Court No. II which allowed the appealby passing Order No. A/1850-1853/15/CB dated June 24 2015 in which the penalty is waivedand the deposit paid against import of cranes which more than 5 year old from the date ofshow cause notice is to be refunded.
The Department has taken the same matter to the CESTAT and the same is pending beforethe Tribunal.
CHANGES IN SHARES CAPITAL:
I: SUB-DIVISION OF SHARES :
The Company has subdivided its equity shares having nominal face value of 1 (One)Equity Share Rs. 100/- (Rupees Hundred each) fully paid-up into 10 (Ten) Equity shares ofRs. 10/- each fully paid-up with effect from 20th June 2016.
II: INCREASE IN AUTHORISED SHARE CAPITAL:
With view to expand its business activities the company has increased the authorisedshare capital from Rs. 5100000/- (Rupees Fifty One Lakhs Only) divided into 510000equity shares of Rs. 10/- (Rupees Ten) each to Rs. 22000000/- (Rupees Two Crores TwentyLakhs Only) divided into 2200000 (Twenty Two Lakhs) equity shares of Rs. 10/- each bycreation of 1690000 equity shares of Rs.10/- each rank pari-passu with the existingshares in the company.
III: ISSUE OF BONUS SHARES:
The Company has Issued 1020000 Bonus shares of Rs. 10/- each in the ratio of 2 (Two)equity shares against 1 (One) equity share held allotted to those members whose namesappears in the Register of Members of the Company as on record date i.e. June 20 2016.
IV: INITIAL PUBLIC OFFERING OF EQUITY SHARES:
During the year pursuant to the approval of Members of the company at theirExtra-Ordinary General Meeting held on 20th June 2016 the Company approached the CapitalMarket with an Initial Public Offer 552000 (Five Lakh Fifty-two Thousand) Equity SharesOf Company Of Face Value of Rs 10 Each Fully Paid for Cash at a Price Of Rs.121/- PerEquity Share (The Issue Price") (Including a Share Premium of Rs 111 Per Equity Shareaggregating Rs.667.92 Lakhs (The "Issue") By Our Company.
Hence in this way the authorized share capital of the company was raised from Rs.5100000 consisting of 51000 Equity shares of Rs. 100 each to Rs. 22000000 consistingof RS. 2200000 equity shares of Rs. 10 each and paid up share capital has also beenincreased from Rs. 5100000 consisting of 51000 Equity shares of Rs. 100 each to Rs.20820000 consisting of 2082000 equity shares of Rs. 10 each.
All the assets of the company are adequately insured and the Company has developedproper system for taking insurance on all its insurable assets in order to mitigate therisk.
Mrs. Priyanka Sanatkumar Shastri Company Secretary holding requisite Qualificationfrom the Institute of Company Secretaries of India having Membership No. A29506 has beenappointed as Company Secretary (KMP) & Compliance Officer of the Company w.e.f. 1stJuly 2016.
STATUTORY AUDITORS & AUDITORS' REPORT:
The company' auditor for the year 2016-17 was M/s. Deepal Rana & Co. and as hertenure expires at the ensuing Annual General Meeting the Company has received certificateu/s. 139 of the Companies Act 2013 from M/s. Vinod Rana And Co. Mumbai CharteredAccountants (FRN 124687W) signifying that the appointment if made will be within thelimits specified. It is therefore proposed to appointed M/s. Vinod Rana And Co. (FRN111521W) as the statutory Auditors of the Company for the period of five years from theconclusion of this Annual General Meeting until the conclusion of Annual General Meetingof the company to be held in the year 2022 on such remuneration as may be decided by boardin place of retiring auditor M/s. Deepal Rana & Co.. They have also furnished adeclaration confirming their independence as well as their arm's length relationship withthe Company and that they have not taken up any prohibited non-audit assignments for theCompany.
Information / explanation on remarks contained In Auditor's Report in Para 2 of reporton other legal and regulatory requirements to the Auditors Report as per Section 217(3).
Remark: Statutory dues of Income Tax of the company amounting to Rs. 4965180 /-for the period 2012 - 2013 is pending for payment for more than six months before CIT(appeal) Mumbai.
The directors hereby submit their explanations to the remark/qualification made by theauditors in their report for the year 2016-17.
Explanation to Para VII(b) of Annexure-A of the Audit report:
The Company vide letter dated 28/04/2017 has filed request for stay of demand statingthat it has preferred an appeal before the CIT (A) against the order passed under Section143 (3) of the IT Act 1961 for A.Y. 2012-13. The Company has made payment of Rs.1290598/- for A.Y. 2012-13 by way of refund adjustment determined for A.Y. 2015-16. Asthe company has paid more than 15% of the disputed demand of Rs. 4965180/- as per CBDTinstruction stay has been granted for the balance of disputed demand till the disposal ofappeal by the Ld. Commissioner of Income Tax. The company believes that the dues demandedby the Income Tax Authority is the matter of technical dispute and therefore the Companyhas decided to challenge the same before CIT (Appeal).
All other comments in the Auditors Report with Notes on Accounts referred to theAuditor's Report are self explanatory and therefore do not call for any furtherexplanation.
INTERNAL CONTORL SYSTEM:
Pursuant to the provisions of section 138 of the Companies Act and rules made thereunder the company has proper system of Internal Control and it has also appointedinternal auditor to look after the matters of internal control.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Act and The Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 the Company has appointed M/s. RonakDoshi & Associates Practicing Company Secretary to undertake Secretarial Audit forthe financial year ended on 31st March 2017. Secretarial Audit Report is attachedto this report as Form MR-3. The Board has duly reviewed the Secretarial Auditor'sReport and the observations and comments appearing in the report are self-explanatory anddo not call for any further explanation / clarification by the Board of Directors asprovided under section 134 of the Act.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of Section 135 Corporate Social Responsibility activity (CSRActivity) is not applicable to the company.
ENVIRONMENT HEALTH AND SAFETY:
The Company accords the highest priority to Environment Health and Safety. Themanagement is constantly reviewing the safety standards of the employees and themanagement believes in the concept of sustainable development.
MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
i. Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy.
ii. Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.
Audit Committee was firstly constituted by the company comprising two independentNon-Executive Directors viz. Mr. Pankaj Kumar Gupta Chairman Non Executive &Independent Director and Mr. Nikhil Sunil Arya Non Executive & Independent Director aswell as Mr. Karim Kamruddin Jaria Promoter and Executive Director as members who arehaving financial and accounting knowledge. The Company Secretary of the Company acts asthe Secretary to the Audit Committee. The constitution of Audit Committee meets with therequirements under Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI(LODR) Regulations 2015 Thereafter due to resignation of Mr. Nikhil Arya andappointment of Mr. Yashpal Kapoor for the post of non executive independent director theaudit committee was reconstituted on 29th December 2016 by replacing Mr. Nihil Arya withMr. Yashpal Kapoor.
The Committee periodically discussed the Financial Reporting process reviewed theFinancial Statements and discussed the quality of the applied accounting principles andsignificant judgment that affected the Company's Financial Statements. Before presentingthe audited accounts to the members of the Board the Audit Committee recommended theappointment of the statutory auditors subject to the Board's approval. The auditCommittee reviewed with adequacy of internal control systems with the managementstatutory and internal auditors.
Industrial Relations during the year under review continued to be cordial.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING:
The Company incorporates the accounting standards as and when issued by the Instituteof chartered Accountants of India. The Company Complied with the Stock Exchange and legalrequirement concerning the Financial Statements at the time of preparing them for theAnnual Report.
CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Corporate Governance Report the ManagementDiscussion & Analysis Statement and the Auditors' Certificate regarding Compliance ofConditions of Corporate Governance are part of this Annual Report.
DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI and National Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the demat activation number allotted to the Company is ISIN:INE491V01019. Presently all the shares of the company i.e 100% shares are held inelectronic mode.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors duly met at regular intervals during the mentioned financialyear and in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The detailsregarding the meetings of board of directors and the attendance of the directors in thesame is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:
The Audit Committee duly met at regular intervals during the mentioned financial yearand in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The detailsregarding the meetings of Audit Committee and the attendance of the directors in the sameis mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee duly met at regular intervals during thementioned financial year and in respect of which meetings proper notices were given andthe proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of Nomination and Remuneration Committee andthe attendance of the directors in the same is mentioned in Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention Prohibitionand Redressal Act 2013):
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134(5) the Board confirms and submits theDirector's Responsibility Statement:-
a) in preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;
d) the Directors had prepared the Annual Accounts on a going concern basis; and
e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) the directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:
During the period under report the Company has not provided guarantee to any person orBody Corporate.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3) (a) of the Companies Act 2013 read with rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith as MGT-9 and forming part of the report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration Committee. The performance of the Board was evaluated by the Board afterseeking feedback from all the Directors on the basis of the parameters/criteria such asdegree of fulfillment of key responsibility by the Board Board Structures andComposition establishment and delineation of responsibilities to the Committeeseffectiveness of Board processes information and functioning Board culture and dynamicsand Quality of relationship between the Board and the Management. The performance of thecommittees' viz. Audit Committee and Nomination & Remuneration Committee was evaluatedby the Board after seeking feedback from Committee members on the basis ofparameters/criteria such as degree of fulfillment of key responsibilities adequacy ofcommittee composition effectiveness of meetings committee dynamics and quality ofrelationship of the committee with the Board and the Management.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors senior management personneland their remuneration. Remuneration Policy of the Company acts as a guideline fordetermining inter alia qualification positive attributes and independence of aDirector matters relating to the remuneration appointment removal and evaluation of theperformance of the Director Key Managerial Personnel and senior managerial personnel.Nomination and Remuneration Policy is annexed as Annexure "B" to thisreport.
No cases of fraud have been reported by the company during the period under review.
RISK MANAGEMENT SYSTEM:
The Company has developed and implemented a risk management system which identifiesmajor risks which may threaten the existence of the Company.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All related party transactions are placed before theAudit Committee for approval. Prior omnibus approval of the Audit Committee is obtainedfor transactions which are of a foreseen and repetitive nature. The transactions enteredpursuant to the omnibus approval so granted are placed before the Audit Committee on aquarterly basis. Form AOC-2 is annexed as Annexure A to this report pursuant toSection 188 of the Act. The policy on Related Party Transactions as approved by the Boardis uploaded on the Company's website.
Your Directors wish to place on record their sincere appreciation to the financialinstitutions Company's bankers and customers vendors and investors for their continuedsupport during the year.
Your Directors are also pleased to record their appreciation for the dedication andcontribution made by employees at all levels who through their competence and hard workhave enabled your Company achieve good performance year after year and look forward totheir support in future as well.
|Regd. Office: ||By Order of the Board |
|104 Raheja Plaza ||For CROWN LIFTERS LIMITED |
|Shah Industrial Estate || |
|Veera Desai Road || |
|Andheri [W] Mumbai - || |
|400053 Maharashtra || |
|Sd/- ||Sd/- |
|KARIM K JARIA ||Nizar N Rajwani |
|Chairman and Managing Director ||Director |
|DIN: 00200320 ||DIN: 03312143 |
|Date: 23rd May 2017 || |