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Crown Lifters Ltd.

BSE: 538371 Sector: Others
NSE: CROWN ISIN Code: INE491V01019
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Crown Lifters Ltd. (CROWN) - Director Report

Company director report

To

The Members

Crown Lifters Limited

Mumbai

The Board of Directors of your company are presenting 19th (Nineteenth)Annual Report of your company together with the Audited Financial Statements (Standalone)for the period ended 31st March 2021.

FINANCIAL RESULTS:

Particulars Current Year Ended on 31/03/2021 Previous Year Ended on 31/03/2020
Income from operations 121755184 143761073
Other Income 4067469 779951
Total Income 125822653 144541024
Depreciation & amortization 45174794 67412858
Expenses other than Depreciation 99380219 115060676
Exceptional Items (40060795) (176717)
Net Profit/(Loss) Before Tax 21328435 (37755793)
Current Tax 0.00 0.00
Prior period tax adjustments 1087475 0.00
Deferred Tax (5634347) (2671199)
Profit/(Loss) After Tax 25875307 (35084594)
Proposed Dividend 0.00 0.00
Provision for dividend distribution Tax 0.00 0.00
Balance Carried to Balance Sheet 25875307 (35084594)

BUSINESS OVERVIEW AND STATE OF COMPANY'S AFFAIRS

The detailed information on the operation of the company and details on the state ofaffairs of the company are covered in the "Management Discussion and AnalysisReport".

COVID-19 PANDEMIC:

Covid-19 pandemic had emerged as a global challenge resulted in countries announcinglockdown and quarantine measures that sharply stalled economic activity. The government ofIndia initiated a nation-wide lockdown from March 20 2020. This created significantchallenges for employees customers communities and businesses and the impact is sweepingacross every segment of society and every economic activity. The lockdown measures weregradually eased from June 2020 leading to economic activities progressively improvingtowards the later part of fiscal 2021. However a second wave of Covid-19 pandemic emergedin India since March 2021 where the number of new cases has increased significantly andhas resulted in scarcity of beds oxygen cylinders medical staff injections and manymore which resulted in reimpositions of localized/regional lockdown measures in variousparts of the country.

However amidst these challenges we were responsive to the evolving pandemic situation.The company facilitated remote working to enable smooth functioning and committed tosupport its stakeholders through the challenging environment. The physical and emotionalwellbeing of employees was of utmost priority and the company took care to provide a safeand healthy work environment with several initiatives to support employees and theirfamilies during the pandemic. Comprehending the importance of the role played by vaccinesin our fight against the virus we have been encouraging employees and their familymembers to get vaccinated.

DIVIDEND:

In order to conserve the resources the directors did not recommend any dividend forthe year 2020-21.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review the company has generated total revenue of Rs.125822653 as against Rs. 144541024 during the previous financial year. The net profitafter tax for the year under review has been Rs. 25875307 as against the net loss of Rs.(35084594) during the previous financial year. Your directors are continuously lookingfor the new avenues for future growth of the company and expect growth in future period. Adetailed analysis of the financial results is given in the Management Discussion andAnalysis Report which forms part of this report.

RESERVES AND SURPLUS:

The company had reserves and surplus of Rs. 169629029 in the present financial yearas against the reserve and surplus of Rs. 143753722 during the previous financial year.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the year under review Mr. Sanjay Dayal has been appointed as an AdditionalIndependent Director (Non-executive) w.e.f. 27th May 2020 and he was confirmedand appointed as an Independent Director (Non-executive) for a term of five years in the18th Annual General Meeting held on 19th September 2020. Thepresent structure of board of directors is as follows:

Sr. CATEGORY No. NAME OF DIRECTORS
Promoter and Executive Director
1. Chairman & Managing Director Karim Kamruddin Jaria
2. Director Hanif Hussain Jaria
3. Director & CFO Nizar Nooruddin Rajwani
Promoter and Non Executive
4. Woman Director Salima Siraj Jaria
Non Executive Director
5. Independent Non Executive Director Shri. Sanjay Dayal (Appointed w.e.f. 27th May 2020)
6. Non Executive Independent Director Smt. Payal Pravin Madhani (Appointed w.e.f. 14th September 2019)

II. RETIRE BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act 2013 Mrs.Salima Siraj Jaria (DIN: 07493501) will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment and her brief profile isgiven in this report as notes to the notice.

III. RESIGNATIONS:

Mr. Yashpal Kapoor Independent Director (Non-executive) has resigned from the boardwith effect from 27th May 2020.

IV. DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are independent directors of the company in terms of Section149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations2015;

1. Mr. Yashpal Kapoor (Resigned w.e.f. 27th May 2020.)

2. Ms. Payal Pravin Madhani

3. Mr. Sanjay Dayal (Appointed w.e.f. 27th May 2020)

The company has received requisite declarations/confirmations from all the abovedirectors confirming their independence.

VII. COMPANY SECRETARY & COMPLIANCE OFFICER:

Mrs. Priyanka Sanatkumar Shastri Company Secretary holding requisite qualificationfrom the Institute of Company Secretaries of India having Membership No. A29506 has beenworking as Company Secretary (KMP) & Compliance Officer of the company.

VIII. CHIEF FINANCIAL OFFICER:

Mr. Nizar Nooruddin Rajwani holds designation of Chief Financial Officer of thecompany.

CORPORATE GOVERNANCE:

Since the company is listed on SME Emerge Platform of NSE by virtue of Regulation 15of SEBI (Listing Obligation And Disclosure Requirements) Regulation 2015 the compliancewith the corporate governance provisions as specified in regulations 17 to 27 and clauses(b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V arenot applicable to the company. Hence Corporate Governance Report does not form part ofthis Annual Report.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no Subsidiary Company Joint Venture Company or Associate Company.

PUBLIC DEPOSIT:

During the year under review your company has neither accepted the deposit from publicnor renewed the same and has neither defaulted in the repayment of deposits or payment ofinterest during the financial year as envisaged by Chapter V of the Companies Act 2013.

CHANGE OF REGISTERED OFFICE:

The company has shifted its registered office from 209 Raheja Plaza Shah IndustrialEstate Veera Desai Road Andheri [W] Mumbai 400053 Maharashtra to 104 Raheja PlazaPremises Co-Op Soc. Ltd. Shah Industrial Estate Veera Desai Rd Andheri [W] Mumbai400053 Maharashtra vide board resolution dated 10th December 2020.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company done during the yearunder review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/ OUTGO:

The Information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as requires under section 134(3) of the Companies Act 2013read with the Rule 8(3) of the Companies (Account) Rules 2014 are not applicable hencenot mentioned. Moreover during the year the company has no Foreign Exchange earnings andno foreign exchange outgo during the year.

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 2(76) of the Companies Act 2013 were in the ordinarycourse of business and on arm's length basis. Details of transactions pursuant tocompliance of section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014 are annexed herewith as per "Annexure-A" in the FORMAOC-2.

During the year the company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company andstakeholders at large. Suitable disclosures as required are provided in AS-18 which isforming part of the notes to the financial statement.

II. NOMINATION AND REMUNERATION POLICY:

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 and also placed on the Company's website: www.crownlifters.com.

PARTICULARS OF EMPLOYEES:

The company has no employee who is in receipt of remuneration of Rs. 850000 permonth/- or Rs. 10200000 per annum and hence the company is not required to giveinformation under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Further the following details form part of Annexure C to the Board's report: -

i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014- "Annexure C".

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 between the end of financial year to which this Financial Statementrelates and up to the date of Annual Report 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:

Particulars In Respects Of Imports Through Crown Lifters In Respects Of Imports 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:

There is no change in the authorised and paid up share capital of the company duringthe year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the F.Y. 2020-21 the company is not required to transfer any fund to InvestorEducation and Protection Fund.

INSURANCE:

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.

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 "Annexure D" in MGT-9 and forming part of thereport.

The company is having website i.e. www.crownlifters.com and extract of Annual Return ofthe company has been published on the same.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS' REPORT:

In accordance with 139 of the Companies Act 2013 from M/s Vinod Rana And Co.Chartered Accountants (FRN: 111521W) were appointed by the shareholders of the company atthe Annual General meeting held on 20th September 2017 as Statutory Auditorsfor a period of 5 years to hold office until the conclusion of the 20th AnnualGeneral Meeting of the company in calendar year 2022.

The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the Members for the ratification of Auditor'sappointment is not being sought at the ensuing Annual General Meeting.

Auditors' Report:

The Auditors' Report does not contain any qualification reservation or adverseremark(s) on the financial statements for the year ended March 31 2021. The notes ofaccounts referred to in the auditors' report are self explanatory and therefore do notrequire any further comments.

II. 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 2021. Secretarial Audit Reportis annexed as "Annexure E" as Form MR-3. The board has dulyreviewed the Secretarial Auditor's Report and the observations and comments appearing inthe report are self-explanatory and do not call for any further explanation /clarification by the Board of Directors as provided under section 134 of the Act.

III CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 A certificate from Shri RonakD. Doshi Practicing Company Secretary certifying that none of the directors on the Boardof the company have been debarred or disqualified from being appointed or continuing asdirectors of the company by SEBI or MCA or any such statutory authority it is enclosed as"Annexure F".

IV. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made thereunder the company has its proper system of Internal Control and it regularly monitor thesafeguarding of its assets prevention and detection of frauds and errors and accuracy andcompleteness of accounting records including timely preparation of financial information.

Mr. Shirish Jagdish Rathod together with the Statutory Auditor of the company M/s.Vinod Rana & Co. consults and reviews the effectiveness and efficiency of thesesystems and procedures to ensure that all the assets are protected against loss and thatthe financial and operational information is accurate and complete in all respects.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the company is outside the purview of Section 135 ofCompanies Act 2013 related to Corporate Social Responsibility and hence it is notrequired to spend for CSR Activities.

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.

During the year none of the matter having any unethical practices or behavior wasreported to the company.

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.

BOARD MEETINGS:

The Board of Directors duly met at regular intervals during the mentioned financialyear as per the Act with the gap between two board meetings not exceeding 120 days and inrespect of those meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes book maintained for the purpose. The company hasconducted Eight (8) Board meetings dated 27/05/2020 22/06/2020 21/07/2020 17/08/202025/08/2020 09/11/2020 10/12/2020 and 25/02/2021.

Attendance of Board Meeting:

Sr. No. Name of Directors No. of Board Meeting
Held Attended
1. KARIM KAMRUDDIN JARIA 8 8
2. HANIF HUSSAIN JARIA 8 6
3. NIZAR NOORUDDIN RAJWANI 8 8
4. SALIMA SIRAJ JARIA 8 4
5. YASHPAL KAPOOR* 8 0
6. SANJAY DAYAL* 8 5
7. PAYAL PRAVIN MADHANI 8 5

*Mr. Yashpal Kapoor has resigned from the post of Independent Director (Nonexecutive)w.e.f. 27-05-2020 and Mr. Sanjay Dayal was appointed as Independent Director(Non-executive) w.e.f. 27/05/2020.*

COMMITTEES AND THEIR MEETINGS:

I. AUDIT COMMITTEE:

During the year under review Mr. Yashpal Kapoor has resigned as an Independent NonExecutive Director and as the member of committee w.e.f. 27/05/2020 and to meet with therequirements under Section 177 of the Companies Act 2013 and Regulation 18 of theSecurities and Exchange Board of India (LODR) Regulation 2015 of the Stock Exchanges theboard had appointed of Mr. Sanjay Dayal as an Independent Non Executive Director on boardand as the member of the committee w.e.f. 27/05/2020.

Now presently the re-constituted audit committee includes two (2) Independent NonExecutive Directors namely Ms. Payal Pravin Madhani Chairman and Mr. Sanjay Dayalmember of the audit committee and One (1) Promoter and Executive Director Mr. KarimKamruddin Jaria as members of the audit committee who are having financial and accountingknowledge. The Company Secretary of the company Mrs. Priyanka Shastri acts as thesecretary to the audit committee.

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. The audit committeereviewed with adequacy of internal control systems with the management statutory andinternal auditors.

Terms of Reference:

The terms of reference of the audit committee include approving and implementing theaudit procedures reviewing financial reporting systems internal control systems andcontrol procedures and ensuring compliance with the regulatory guidelines under Section177 of the Companies Act 2013.

Powers of the Audit Committee:

The Audit Committee has powers that include the following:

a) To investigate any activity of the company within its terms of reference

b) To seek information from any employee

c) To obtain outside legal and other professional advice

d) To secure attendance of outsiders with relevant expertise if it considersnecessary.

Audit committee meeting:

The audit committee duly met at regular intervals during the mentioned financial yearand in respect of which meetings proper notices was given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The companyhas conducted 5 (Five) meetings during the year dated 27/05/2020 22/06/2020 21/07/202009/11/2020 and 25/02/2021.

Attendance of Audit Committee Meeting:

Sr. No. Name of Directors No. of Audit Committee Meeting
Held Attended
1. SANJAY DAYAL* 5 4
2. KARIM KAMRUDDIN JARIA 5 5
3. PAYAL PRAVIN MADHANI 5 4

*Mr. Yashpal Kapoor has resigned from the post of Independent Director (NonExecutive)as well as member of audit committee w.e.f. 27-05-2020 and Mr. Sanjay Dayal was appointedas an Independent Director (Non-Executive) on the board as well as member of the auditcommittee w.e.f. 27-05-2020.*

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is entrusted with the responsibility offinalizing the remuneration of Executive / Whole Time Directors.

During the year under review Mr. Yashpal Kapoor has resigned as an Independent NonExecutive Director and as member of committee w.e.f. 27/05/2020 and to meet with therequirements under Section 178 of the Companies Act 2013 and Regulation 19 of theSecurities and Exchange Board of India (LODR) Regulation 2015 of the Stock Exchanges theBoard had appointed of Mr. Sanjay Dayal as an Independent Non Executive Director and asmember of the committee w.e.f. 27/05/2020.

Now presently the re-constituted Nomination and Remuneration Committee includes two(2) Non Executive Independent directors namely Ms. Payal Pravin Madhani Chairman and Mr.Sanjay Dayal as member of the committee and one women non executive Director Mrs. SalimaSiraj Jaria as members of the Nomination and Remuneration Committee. The Company Secretaryof the company Mrs. Priyanka Shastri acts as the Secretary to the Nomination andRemuneration Committee. The re-constitution of Nomination and Remuneration Committee meetswith the requirements under Section 178 of the Companies Act 2013.

The committee shall formulate the criteria for determining qualifications positiveattributes and independence of a director and recommend to the board a policy relating tothe remuneration for the directors key managerial personnel and other employees.

The committee met 3 (Three) times during the year 2020-2021. The dates on which theNomination and remuneration committee meetings were held are 27/05/2020 17/08/2020 and25/02/2021. It has complied with the provisions of Section 178 of the Companies Act 2013.

Attendance of Nomination and Remuneration Committee Meeting:

Sr. No. Name of Directors No. of NRC Meeting
Held Attended
1. YASHPAL KAPOOR* 3 0
2. SALIMA SIRAJ JARIA 3 2
3. PAYAL PRAVIN MADHANI 3 2
4. SANJAY DAYAL* 3 2

*Mr. Yashpal Kapoor has resigned from the post of Independent Director (Nonexecutive)as well as member of Nomination and Remuneration Committee w.e.f. 2705-2020 and Mr. SanjayDayal was appointed as an Independent Director (Nonexecutive) on the board as well asmember of the Nomination and Remuneration Committee w.e.f. 27-05-2020.*

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the company has constituted a Stakeholders RelationshipCommittee as per Companies Act 2013.

The Stakeholders Relationship Committee comprises of one Independent Non-ExecutiveDirector as Chairman and two Executive Directors viz. Ms. Payal Pravin Madhani Chairmanand Mr. Karim Kamruddin Jaria member and executive director and Mr. Nizar NooruddinRajwani member and executive director. The constitution of Stakeholders relationshipCommittee meets with the requirements under Section 178 of the Companies Act 2013 andRegulation 20 of the Securities and Exchange Board of India (LODR) Regulation 2015 of theStock Exchanges as well. They inter alia approve issue of duplicate certificates andoversee and reviews all matters connected with the securities transfers. The Committeealso looks into redressal of shareholders' complaints like transfer of sharesnon-receipts of balance sheet non-receipt of declared dividends etc. The committeeoverseas the performance of the Registrar and Transfer Agents and recommends measures foroverall improvement in the quality of investor services.

The committee shall periodically discuss the investor grievances as well as mattersrelated to share transfer/demat/remat/shares lost/transmission/physical shares etc.Further the committee shall resolve the issues faced by the stakeholders within theprescribed time and they shall report the same to the board. The company has designatedthe below cited e-mail ID of the Grievance Redressal Division / Compliance Officer Ms.Priyanka Shastri exclusively for the purpose of registering complaints by investors.

E-mail ID - cs.cll@crownlifters.com

None of the request for transfers dematerialization and re-materialization was pendingfor approval as on 31st March 2021. The committee met 3 (Three) times duringthe year on 27/05/2020 17/08/2020 and 25/02/2021.

Attendance of Stakeholder Relationship Committee Meeting:

Sr. No. Name of Directors No. of SRC Meeting
Held Attended
1. NIZAR NOORUDDIN RAJWANI 3 3
2. KARIM KAMRUDDIN JARIA 3 3
3. PAYAL PRAVIN MADHANI 3 2

INDEPENDENT DIRECTORS' MEETING:

The Board of Directors of the Company has reconstituted Independent Director'sCommittee as per Companies Act 2013.

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole

2. Evaluation of performance of the Chairman of the company taking into account theviews other Executive and Non-Executive Directors and

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board and that is necessary to effectively and reasonably perform itsduties. All the Independent Directors were present at the meeting.

During the F.Y-2020-21 a meeting of Independent Directors was held on 1 (One) time on09/11/2020. During the year there was change in Independent Directors and accordingly thefollowing directors were present:

Attendance of Independent Directors' Meeting:

Sr. No. Name of Directors No. of Independent Director Meeting
Held Attended
1. SANJAY DAYAL* 1 1
2. PAYAL PRAVIN MADHANI 1 1

*Mr. Yashpal Kapoor has resigned from the post of Independent Director (Nonexecutive)w.e.f. 27-05-2020 and Mr. Sanjay Dayal was appointed as an Independent Director(Non-executive) on the board w.e.f. 27-05-2020.*

INDUSTRIAL RELATIONS:

The relations with the labourers were cordially in nature.

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.

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 thePublic Company must be under compulsory Demat form. The Company has establishedconnectivity with both the Depositories i.e. National Securities Depository Limited andCentral Depository Services (India) limited and the Demat activation number allotted tothe Company is ISIN: INE491V01019. Presently all the shares of the company i.e. 100%shares are held in electronic mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(Prevention Prohibition and 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.

Your Directors further state that no complaints regarding the sexual harassment wereraised during the year.

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 had beenfollowed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit 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:

The company has not provided directly or indirectly any loan to any other person orbody corporate or has given any guarantees or provide security in connection with loan toany other body corporate or person and acquire by way of subscription purchase orotherwise the securities of any other body corporate exceeding sixty percent of its paidup capital free reserves and securities premium account or one hundred percent of itsfree reserves and securities premium account whichever is more and hence it is outsidethe purview of Section 186 of the Companies Act 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and as per Regulations under SEBI(LODR) 2015 the board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committee. The performance of the Board was evaluatedby the board after seeking feedback from all the directors on the basis of theparameters/criteria such as degree of fulfillment of key responsibility by the BoardBoard Structures and Composition establishment and delineation of responsibilities to theCommittees effectiveness of Board processes information and functioning Board cultureand dynamics and Quality of relationship between the Board and the Management. Theperformance of the committees' viz. Audit Committee and Nomination & RemunerationCommittee was evaluated by the Board after seeking feedback from Committee members on thebasis of parameters/criteria such as degree of fulfillment of key responsibilitiesadequacy of committee composition effectiveness of meetings committee dynamics andquality of relationship of the committee with the Board and the Management. The directorsexpressed their satisfaction with the evaluation process and outcome.

The performance on Non- Independent Director including chairman was also evaluated bythe Independent Directors at the separate meeting held of Independent Directors of thecompany.

VOLUNTARY DELISTING OF SECURITIES FROM NSE-SME EXCHANGE:

The Company had proposed for voluntary delisting of its equity shares from NSE EmergePlatform of National Stock Exchange of India Limited (the "Stock Exchange")where the company is currently listed vide Board meeting dated 27th October2020 in compliance with regulation 27 of SEBI (Delisting of Equity Shares) Regulations2009. However in terms of Regulation 27(d) of Delisting Regulations which provides thatthe public shareholders holding 90.00% or more of the public shareholding shall give theirpositive consent in writing for the proposal of delisting was not received by theAcquirers/Promoters. Therefore in terms of SEBI (Delisting of Equity Shares) Regulations2009 the Delisting Offer made by the Acquirers/Promoters was stood withdrawn.

FRAUD:

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 identifiesassess monitor and mitigate various risks on continuation basis which may threaten theexistence of the company.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors Relationship with other Director
Mr. Karim Kamruddin Jaria Managing Director and Chairman
Mr. Hanif Hussain Jaria Director and Cousin brother of Mr. Karim Jaria
Mr. Nizar Nooruddin Rajwani Director CFO and Cousin brother of Mr. Karim Jaria
Mrs. Payal Pravin Madhani None
Mrs. Salima Siraj Jaria Director and aunty of Mr. Karim Jaria
Mr. Sanjay Dayal None

ACKNOWLEDGMENT:

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 Premises Co-Op Soc. Ltd. Shah Industrial Estate Veera Desai Road For Crown Lifters Limited
Andheri [W] Mumbai - 400053 Maharashtra Sd/- Sd/-
KARIM K JARIA NIZAR N RAJWANI
Chairman and Managing Director Director & CFO
DIN:00200320 DIN:03312143
Date: 01/09/2021
Place: Mumbai

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