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CRP Risk Management Ltd.

BSE: 540903 Sector: Others
NSE: N.A. ISIN Code: INE422M01013
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NSE 05:30 | 01 Jan CRP Risk Management Ltd
OPEN 19.70
PREVIOUS CLOSE 21.10
VOLUME 162000
52-Week high 41.00
52-Week low 14.25
P/E 4.82
Mkt Cap.(Rs cr) 37
Buy Price 21.00
Buy Qty 4000.00
Sell Price 29.00
Sell Qty 2000.00
OPEN 19.70
CLOSE 21.10
VOLUME 162000
52-Week high 41.00
52-Week low 14.25
P/E 4.82
Mkt Cap.(Rs cr) 37
Buy Price 21.00
Buy Qty 4000.00
Sell Price 29.00
Sell Qty 2000.00

CRP Risk Management Ltd. (CRPRISKMGT) - Director Report

Company director report

Dear Shareholders

Your Directors present their 19th Annual Report together with the Audited financialstatements of your Company for the year ended 31st March 2019

1. FINANCIAL HIGHLIGHTS:

(Amount in Rupees)
PARTICULARS 2018-19 2017-18
Revenue from Operations 822972517 822526156
Other income 9805479 1509812
Total Revenue 832777996 824035968
Less:Expenditure 678834563 698775374
Profit Before Finance cost Depreciation and Tax 153943433 125260594
Finance cost 21553431 26251421
Depreciation 25990108 17420568
Profit Before Tax 106399894 81588605
Less: Curren Tax 38142388 21321128
Less: Deferred Tax (8357356) 1171027
Profit After Tax 76614862 59096450

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review the Company has earned a Profit Before Tax of Rs.106399894/- which is against the Profit Before Tax of Rs. 81588605/- in the previousyear. The Net Profit for the year under review has been Rs. 76614862/- as against theNet Profit of Rs. 59096450/- during the previous financial year.

Your Directors are continuously looking forward for avenues for future growth of theCompany.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of the business of the Company during the financialyear 2017-18.

4. DIVIDEND:

In the view to conserve resources of the Company Your Directors have not recommendedany dividend for the financial year ended 31st March 2019.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of yourCompany state that -

a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure(s) if any;

b) the Directors have selected appropriate accounting policies have been selected andapplied consistently and have made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for that year;

c) the Directors have 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;

d) the Directors have prepared the annual accounts have been prepared on a goingconcern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6. MANAGEMENT DISCUSSION AND ANALYSIS

CRP Risk Management Ltd was felicitated by Kotak Mahindra Life Insurance for beingtheir vendor of choice for Risk

Management Solutions.

The last few Quarters have seen a slowdown in the macro-economic Indian environment. Inthe Risk Management space even a slowdown or recessionary conditions offer opportunitiesfor growth and expansion. This opened various opportunities in different sectors due tomarket slow down and an increasing focus by organizations for outsourcing. Requirementssuch as contract and temp staffing has become the need of the hour. CRP bagged its firstcontract from one of the top 5 players in life insurance for over 900 staff with a monthlyrevenue of INR 0.90 cr.

• We continued to build on our core strengths -

leveraging our National field penetration and our ability to help clients mitigaterisk. We are happy to inform you that we have won the UTI tender floated by UTISIL forconducting PAN Card verification ACROSS India. Our core client segment - Insurance andBanking also continued to show extremely encouraging results. CRP was awarded "BESTINVESTIGATION PARTNER" by Kotak Insurance again. We have worked closely with one ofthe largest Life Insurers in India to identify track and refund over Rs 100 crore topolicy holders whose policies had lapsed or with unclaimed amounts. CRP became thepreferred partner of for one of India's largest private banks for their end to endonboarding services. Right from recruitment Processing to Background verificationservices under one umbrella. CRP conducted Asset Audit across India for one of the top 5life insurance companies. We developed an Asset tracking mobile app with a feature of barcoding the

In terms of geographical penetration in line with the Government's push fordevelopment in the North East Region we have added more locations and field presence inASSAM Nagaland and Manipur. By the next year we are confident that you will see a largeportion of CRP's revenue and growth plans coming from this region.

• Technology is changing the nature of work not just in our clients but alsowithin the Risk Management space. We have always been at the forefront of technologychanges and have believed in using technology as a game changer. CRP conceptualised theidea of how to move from an Outsourcing solution provider to Outsourcing business model.CRP started developing a field centric aggregator mobile app "POSTMAN". It willbe marketed across all sectors for their field related service requirement. We have alsodeveloped a proprietary web portal "INDIJOBS" to help clients in recruitment ofcaptive requirement of

New Service Suites

CRP Proactive Diligence Report [PDR]

CRP's Proactive Diligence report is a validation of critical information of companiespromoters & key employees. It is a basic red flag risk diligence that acts as a toolto access the on-ground status of the applicant across key areas

CRP NPA Diligence

Effective Stressed Asset Management (SAM) is a key pre-requisite for controlling theflow of stressed loans into NPA and also to aid the recovery process for those that moveto the NPA bucket. With the current dynamics of multiple priorities at a branch level andNPA resolution is not amongst the top focus areas along with limited bandwidth is thendeployed unilaterally on the total branch portfolio the non-intrusive tool deployed byCRP aids the branches to drive up NPA resolutions efficiencies

E-Governance Services

The Citizen of India have shown their trust towards the existing government with aresounding mandate. This in turn has accelerated the implementation thrust across variouse-governance services with special emphasis on the north east region. CRP has developedits own suite of e-governance services and is in advanced stages of closure in thefollowing projects

CFC:- Citizen Facilitation Centres in the state of Nagaland Manipur Uttar Pradesh andMadhya Pradesh.

NTA:- National Testing Agency for conducting online examination and assessment ofvarious government conducted

Skill India Training partners for Real Estate

About Us

Corporate Mission

CRP verifies information so you can make better decisions. We are your first line ofdefense against deceit.

We are a FieldTech™ company. We are experts in Field & Back-office Managementusing the latest and best technological tools for both private and government sectors.

Background

CRP is one of the pioneers who introduced operational Risk Management to India. We area FieldTech™ company experts in Field Management using the latest and besttechnological tools. CRP has a vast field force spread intelligently all across Indiadesigned to cover all of the complex India geography. This is driven from a centralizedcontrol room managing over 550 trained field operatives to deliver service and speed.

Apart from this CRP is aligning with the government machinery to drive the vision ofcreating a large e- governance structure backed by multiple Citizen Facilitation Centers[CFC] across all the districts of India which will act as a single window hubs for over100 services most needed by the citizens from over 60 government departments includingmunicipalities RTO's Healthcare Education to name a few.

CRP currently operates in three segments -

Field Solutions: This vertical includes:

1) Risk Management Services- This includes pre-issuance underwriting risk managementfor both life and non-life insurance companies credit & corporate customer diligenceverifications [CRP Proactive Diligence- PDR] for their corporate lending and skip tracingfor both refund of unclaimed funds with the insurance companies and non-traceableborrowers

2) Investigation services: These are used by insurance companies for claims in thelife motor and health segments. The investigation wing also partners with the largest PSUbank in India along with others to help them investigate stressed assets and NPA defaults.

Veterinary Division [CVD]: This is the historical business of the promoters which isgoing to be spun off as a separate company going ahead.

E-Governance Initiatives: This is the future growth driver at CRP. Here we arepartnering with both the state and central governments to offer solutions that are ridingon the back of our strengths of managing large projects involving manpower technology andthe ability to manage iron tight processes for high efficiencies.

Our Strengths

• CRP direct field Penetration

We have more than 550 dedicated field force working to cover the complex nationalgeography

They are rigorously trained specialists to conduct field checks

• Path-breaking Technology

All checks are backed with audit trails using a combination of geo tagging digitalsignatures picture & Audio Upload.

• Process & Certifications

We are ISO 9001- 2015 and ISO 27001:2013 certified

Management Credential Our Leadership Team

Hitesh Asrani - Founder CRP Risk Management Ltd

Hitesh Asrani is the founder and director of CRP Risk Management Ltd. He founded itback in 2000 when risk checks in India were practically unheard of. As a pioneer in RiskMitigation in India he was driven by the vision of creating a valuable company thatimpacted lives positively employed people from all over the country one that providedhim with the joy of creating a meaningful organization.

He has experience of over 21 years in business planning execution field dynamics andrisk management in operations. He is responsible for the vision strategic planning andbusiness growth of CRP. He contributes on crucial matters pertaining to leadership talentretention and other internal business decisions of the company.

All those who know Hitesh marvel at his capacity for hard work. As a director of CRP heunderstands the responsibility that comes with it. He enjoys the challenge of solvingtricky problems with unique out of the box elegant solutions. He has the ability to getexcited instead of defeated by challenges. Hitesh skillfully manages to maintain a sharpfocus on the micro while never forgettng the larger vision for CRP which is to create anorganization that thrives beyond our lifetime. He approaches each day as a blank canvas tobe filled in with a fresh idea that touches many lives.

Not many know that in his spare time he likes to write paint and sing a tune tobalance the deeply intellectual nature of his business

Sayed Raza has over 25 years of experience in sales operational risk management andbackground verification. He has been instrumental in settng up a formidable network offield operators for CRP.

He is inspired by the vision of the company and to grow the organization whichpioneered risk management in India. The founder's philosophy to keep the wellbeing of allthose working for them and that of the customers above their own matched his own grandvision and philosophy. This has been the bedrock of trust that drives him.

Over the years Raza has acquired domain expertise in the field of verification andcontrol mechanism for various key risk management areas including people process andtechnology risk. He has been part of the team since the inception of the company on theboard since 2011 and was appointed Managing Director in 2017

He thoroughly enjoys the creative freedom to solve problems to design processes anddeliver innovative solutions. He is valued for the passion to his work and commitmenttowards his clients and his people. He drives himself hard at work and expects no lessfrom his team.

A well-known quirk about him at CRP is that he always skips lunch. As a leisureactivity Raza likes to do set designing and fashion show choreography. He gets an outletfor those at company and family events.

Mr. Hemnath Devadiga - Vice President - Sales

15 years in the industry has deeply embedded him within the government domain of riskportfolios.

He added Projects Life UIDAI UTISIL for Pan Card &GSTN NASSCOM- NSR. An expertin managing Insurance Claims and Stressed Assets within BFSI sector.

Mr. Sayed Nahid - Dy Chief Operating Officer - Sales

Mr. Nahid Sayed - Head- Sales. One of core team members of CRP when diversified ininsurance business. 17 years in the industry Nahid started his journey with CRP inoperations. Successfully he spearheads all India Operations for Insurance & Banks.Over the years he has mastered managing risk within insurance domain. He drives the salesin Banks & Insurance domains as no one understand risk business in insurance as hedoes.

Mr. Ansu Singh - Dy. Chief Operating Officer - Operations

Mr. Ansu Singh heads the operations of CRP he comes with expertise of developing andimplementing the organization's Operations Strategy and handling field force. He developthe organisations strategy in line with achieving the company delivery targets and play akey part in driving the business forward.

Chandrakant Gunaji Bhadirke: - Chief Technical Officer

22+ Years' Experience in IT Project Procurement &Management IT InfrastructureManagement Project Cost estimating & Bidding Project Execution Vendor Liaison& Directing Pre Sales -Sales Team

Strong analytical problem solving abilities to coordinate with and influence otherbusiness groups to achieve mutual objectives.

Technology and Process

CRP has invested heavily into technology and has its own proprietary application usedfor our field and back-office projects. All the work flow is routed through this systemand this serves as the back-up collateral for the work done.

• The App has features like Geo-Tagging through which company is actually able totrack its ground force.

• It provides digital signature upload of photo & audio proof to its clients.

Facilities

CRP is head quartered in Mumbai. Working out of 3 offices covering more than 24000sq.ft space driven by our Central Operations [COPS] which controls their vast nationalfield footprint along with all the centralised functions of data telecalling through ourown captive call centre & quality controls.

Our Indian footprint includes the following locations along with a large geographybeing driven by resident coordinators and empanelled partners.

State City Size - Sq Ft
Maharashtra Mumbai 24000
Maharashtra Pune 500
Delhi Delhi 500
Uttar Pradesh Lucknow 250
Rajasthan Jaipur 250
Gujarat Ahmedabad 400
Karnataka Bangalore 500
Tamilnadu Chennai 500
Andhra Pradesh Hyderabad 500
Madhya Pradesh Indore 250
West Bengal Kolkata 250
Bihar Patna 250

CRP employs over 300 people including 120 permanent staff.

CRP operates its own training centre imparting critical skills to its employees. Ithas been our quest to continuously upgrade our team with newer skill sets required for thejobs we undertake.

Our Human Resources Philosophy

At CRP our HR philosophy is centred on empowerment with a strong sense of respect. Inthis direction our organization constantly encourages and supports freedom of ideas andenterprise. We encourage employees to

• Develop relationships that celebrate diverse ideas and perspectives.

• Have a sense of enterprise with rewards for results

• Celebrate achievements and reward for superior performance

• Provide appropriate working conditions and resources to enable people to dotheir work.

• Respect co workers irrespective of nature of work and responsibilities

Quality Management

CRP was one of the earliest enterprises within our genre to go in for ISO certificationfor process and quality adherence. Our Ideology statement has quality as the first tenetat CRP. Some of the internal process that are deployed to achieve this include:

• Inter department SLA's (Service level agreements)

• Stringent audit trails and quality checks at every process

• Dashboards

• Weekly Dashboard review by Director

• Metric Based Performance Appraisal/Review

• Complete transparency to Client

• Escalation Matrix shared with Clients

Our Services

Field Solutions

This segment is driving two lines of businesses:

Risk Management Services

Risk enters into an organization whenever opportunity meets intent.

Important pillar in risk management for clients: CRP is the leading player in a riskmanagement and risk mitigation. As a FieldTech™ company their scope of work includesInformation validation- banks for their credit process HRs for their Employee screeningInsurance Risk managers for their underwriting & pre-issuance customer profilingvendor & customer diligence for e-commerce companies tracing of banking &insurance customers legal and criminal checks and all forms of data check and dataverification services. Such services help clients take informed decisions that the datapoints on which they are basing their decisions has been thoroughly authenticated.

Investigative Services

Our investigative services are widely used within the Insurance and Banking sectors toaccess the varacity of the life general and health insurance claims apart from conductingthe diligence in cases that have been categorised either stressed or NPA withing banks.

This capability also give CRP a deeper view into the types of preventive riskmitigation filters that need to be deployed based on the analytics of the claims and NPAportfolios.

Some various investigations carried out by CRP include:

CRP Veterinary Division [CVD]

CVD is the veterinary division wherein CRP deals in various types of veterinaryproducts such as feed grains enzymes; feed toxin binders aquaculture feeds and otherproducts.

• The CRP Veterinary division [CVD] is a logical extension of the promoter'shistorical family business. It has positioned itself as a premier marketing and salesendeavor which is catering to diverse food and feed segments.

• With the historical experience of the leadership team in this segment CVD hasbuilt strong dynamic relationships along with an enviable depth of sales in targetmarkets. CVD endeavors to create an increasingly sound platform for its select partnersfor them to leverage their manufacturing capacities across distinct segments.

While this is a good de-risking vertical CRP is in the process of slowly hiving offCVD as a separate entity in the future to have stronger positioning in Services segment

E-Governance Initiatives

Today almost all services rendered by the municipal corporation through various officesearlier located in different parts of the city have now been integrated for deliverythrough a centralised system—the Citizen Facilitation Centre (CFC). The range ofservices—more than 100—provided by the CFC varies from citizen enquiriesdownloading applications forms of all services to online form filling and submission andonline searching for various dues and payments. From the payment of property tax orelectricity bills to submiffing an application for a new water connection or even a birthand death certificate the idea is to reduce the turnaround time from a minimum of 15 daysto a maximum of 5 to 15 minutes in most cases.

CRP is positioning itself as a ideal partner to the government to implement theire-governance vision.

7. SHARE CAPITAL:

Authorised Share Capital

Authorized Share capital of the Company is Rs.210000000/- (Rupees Twenty One Croresonly) divided into 20999000 Equity Shares of Rs.10/- each and 1000 Preference Sharesof Rs.10/- each. Paid up share capital of the Company is Rs.174849000/- (RupeesSeventeen Crore Forty Eight Lakh Forty Nine Thousand only) divided into 17484900 EquityShares of Rs.10/- each.

During the year under review Company has neither issued shares with differentialrights as to dividend voting rights or otherwise. The Company has not issued anyconvertible securities during the year.

8. RELATED PARTY TRANSACTION:

All transactions entered by the Company with Related Parties during the financial year2018-19 as defined under section 2 (76) of the Companies Act 2013 read with the Companies(Specification of Definitions Details) Rules 2014 were in the Ordinary Course of Businessand were at Arm's Length pricing basis and in accordance with the provisions of theCompanies Act 2013 Rules issued thereunder.

There were no materially significant transactions with Related Parties during thefinancial year 2018-19 which were in conflict with the interest of the Company.

Particulars of contracts or arrangements with related parties in the prescribed FormAOC- 2 are provided as Annexure - 1 to this Report.

9. SUBSIDIARIES

The company has one wholly owned subsidiary Company viz. CRP Training and DevelopmentPrivate Limited incorporated on 26th March 2019. However the Company was not operationalas on the year end date for the financial year under review. Hence Consolidated statementin this regard has not been prepared.

10. CORPORATE GOVERNANCE:

Your Company is committed and has been complying with principles of Good CorporateGovernance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 provisions of regulations 17 to 27 clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V of the saidRegulations are not applicable to your Company. Hence report on Corporate Governance isnot annexed along with this Report.

11. LOANS GUARANTEES AND INVESTMENTS:

Particulars of loans and investments made by the Company pursuant to Section 186 of theCompanies Act 2013 are given in the notes to the Financial Accounts which forms part ofthe Annual Report. The Company has not given any guarantee.

12. PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposit from publicwithin the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014. The Company has no unclaimed / unpaid matureddeposit or interest due thereon.

13. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure-2 to this Report.

14. CORPORATE SOCIAL RESPONSIBILITY:

Inclusive growth and sustainable development are strong pillars of your Company'sresponsible corporate citizenship and are a part of the core values and driving force formany of its initiatives.

The Company believes that responsible investments in this regard will generate longterm value for all the stakeholders. In accordance with requirements of the Companies Act2013 the Company has a Corporate Social Responsibility Committee comprising of a Mr.Hitesh Asrani Chairman of the Committee Mr. Sayyed Mohammed Raza and Mr.Surendra Hegdeas members.

The CSR Policy of the Company framed under the provisions of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 is available on the Company website link:https://crp.co.in/wp-content/uploads/2018/07/CSR-P0LICY-_Board-Approval-date-09.09.2015.pdf

The Report on CSR activities during the year under review is annexed herewith asAnnexure - 3 to this report.

15. STATUTORY AUDITORS

M/s. B. M. Parekh & Co. Chartered Accountants (FRN: 107448W) were appointed byMembers as Statutory Auditors of the Company vide ordinary resolution passed by way ofPostal Ballot to fill the casual vacancy caused due to resignation of M/s. L. T. Jadav& Co. Chartered Accountants Mumbai to hold the office till the conclusion of ensuingAnnual General Meeting viz. 19th Annual General Meeting.

Pursuant to Section 139 of the Companies Act 2013 and rules made thereunder Board ofDirectors in their meeting held on 31st August 2019 approved re-appointment of M/s. B. M.Parekh & Co. Chartered Accountants (FRN: 107448W) as Statutory Auditors for a furtherterm of five years i.e. from the conclusion of 19th AGM till the conclusion of 24th AGM.The said appointment is subject to the approval of shareholders.

Auditors' in their Report to the members have given their observation pertaining tooutstanding statutory dues for more than six months. The response of your Directors withrespect to it are as follows:

There has been a delay in compliance and statutory dues of the Financial Year. This hashappened for a combination of reasons. We work with large number of our employees andvendors for our field work who are small businesses / individuals the delay incollecting their PAN details results in delayed TDS filing. These dues have since beenregularised.

16. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 M/s. Niyati Mehta& Associates Practicing Company Secretaries (C.P. No.:16159) have been appointed toundertake the Secretarial Audit of the Company for the year ended on 31st March 2019.

The Secretarial audit report forms a part of this report and is annexed as Annexure 4.

The Secretarial Audit Report contains observation to which the Board explains asfollows:

Secretarial Auditor has made observation pertaining to non-payment of CSR expenditure.It is hereby clarified that Company could not identify the suitable project to spend CSRamount. However Company has made respective provisions in the financial statements duringthe year and same shall be spend in the current financial year i.e. 2019-20.

17. COST RECORDS

The Company is not required to maintain the cost records as specified by the CentralGovernment under subsection (1) of Section 148 of the Companies Act 2013.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Nisha Asrani (DIN: No. 06399098) Director retires byrotation at the ensuing Annual General Meeting and being eligible has offered herseslf forre-appointment. The brief resume of Mrs. Nisha Asrani and other information underRegulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re-appointmenthas been provided in the Notice convening 19thAGM. Your Directors recommend herre-appointment.

During the year under Review The Members appointed Mr. Hemant Gada as an IndependentDirector of the Company to hold office for 5 Consecutive years form 14th November 2018 to13th November 2023 not liable to retire by rotation. He has submitted a declaration thathe meets the criteria of independence as provided in Section 149(6) of the Act and therehas been no change in the circumstances which may affect their status as IndependentDirector during the year.

Mrs. Supriya Bhojane has resigned as an Independent Director from the Board ofDirectors of the Company w.e.f. close of business hours on 13th November 2018.

Further Mr. Hitesh Asrani has resigned from the Post of Chief Financial Officer of theCompany w.e.f close of Business hours on 13th November 2019.

During the year the Mr. Chetan Shah was appointed as Chief Financial Officer of theCompany w.e.f 28th March 2019.

Ms. Bina Darji Company Secretary and Compliance Officer has resigned from the officew.e.f 30th July 2019.

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. Sayyed MohammedRaza Managing Director and Mr. Chetan Shah Chief Financial Officer are the KeyManagerial Personnel of the Company as on date of the report.

19. BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance andperformance of the Chairman Board Committees and individual Directors pursuant to theprovisions of the Companies Act 2013. The Board along with the Nomination andRemuneration committee developed and adopted the criteria and framework for theevaluation of each of the Directors and of the Board and its Committees.

In addition pursuant to the provisions of Schedule IV to the Companies Act 2013 theIndependent Directors reviewed the performance of the Non- Independent Directors and ofthe Board as a whole performance of the Chairman of the Board taking into account theviews of all the Directors and the quality quantity and timeliness of flow ofinformation between the Company management and the Board and its sufficiency for the Boardto effectively perform its duties.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations under Section 149(7) of the Companies Act 2013from all the Independent Directors that they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act 2013.

The Independent Directors are not liable to retire by rotation as per Section 152 ofthe Companies Act 2013.

21. VIGIL MECHANISM

The Company has a well-established whistle blower policy as part of vigil mechanism forobserving the conduct of Directors and employees and report concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of conduct orethics policy. This mechanism also provides for adequate safeguards against victimizationof Director(s)/employee(s) who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee in exceptional cases. The policy on Vigil Mechanismis posted on the website of the Company or link http://crp.co.in/wp-content/uploads/2018/07/Policy-Whistle-Blower.pdf

22. RISK MANAGEMENT POLICY

The management continuously access the risk involved in the business and all outefforts are made to mitigate the risk with appropriate action. The risk managementframework of the Company is appropriate compared to the size of the Company and theenvironment under which the Company operates.

23. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

24. MEETING OF THE BOARD OF DIRECTORS

Composition of the Board of Directors of the Company is in conformity with therequirements of Companies Act 2013 as well as SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board meets at regular intervals to discuss on Company's Business policy/strategyapart from other business of the Board. The intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013.

The Board of Directors duly met 6 (Six) times during the financial year 2018-19 onfollowing dates

30th May 2018 28th August 2018 19th October 2018 14th November 2018
8th February 2019 28th March 2019

In terms of requirements of Schedule IV of the Act a separate meeting of IndependentDirectors was held on 8th February 2019 to review the performance of Non-independentDirectors (including the Chairman) the entire Board and quality quantity and timelinesof the flow of information between the Management and the Board.

25. COMMITTEE OF THE BOARD

The Company has duly constituted the following mandatory committees in terms of theprovisions of the Companies Act 2013 read with rules framed thereunder. There are fivecommittees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The Composition of Board Committee as on March 31 2019 is as follows:

Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee Risk Management Committee
Mr. Hitesh Parmanand Asrani (CFO) V V V (Chairperson) V
Mr. Sayyed Mohammed Raza (Managing Director) V V V (Chairperson)
Mrs. Nisha Asrani (Non -Executive Director) V V (Chairperson) V
Mr. Surendra Hegde (Independent Director) V V V
Mrs. Supriya Bhojane (Independent Director) (upto 13.11.2018) V (Chairperson) V (Chairperson)
Mr. Hemant Gada (Independent Director) (w.e.f. 14.11.2018) V (Chairperson) V (Chairperson)

26. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The primary responsibility of the Nomination and Remuneration Committee (NRC) is toidentify and nominate suitable candidates for Board membership. The Committee alsoformulates policies relating to the remuneration of Directors Key Managerial Personneland other senior employees of the Company.

The Committee while evaluating potential candidates for Board Membership Considers avariety of personal attributes including experience intellect foresight judgment andtransparency and match these with the requirements set out by the Board. The basicresponsibility of NRC with regards to Director's appointment is provided in the NRCPolicy. The Policy is posted on the website of the Company or link http://crp.co.in/wp-content/uploads/2018/07/Nomination_Policy.pdf

27. PARTICULARS OF EMPLOYEE AS REQUIRED UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Relations between the management and employees were cordial through-out the year.

Disclosure relating to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure 5 of the report.

The said annexure is not being sent alongwith this report to the members of the Companyin line with the provisions of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid annexure is also available for inspectionby the members at the registered office of the Company 21 days before the 19th Annualgeneral meeting and up to the date of the said Annual general meeting during normalbusiness hours on working days.

28. SECREATRIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI):

The Directors state that applicable Secretarial Standards have been duly followed bythe Company.

29. ANNUAL RETURN:

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 is provided as Annexure 6 tothis Board's Report.

30. COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company is in Compliance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and has a prevention of Sexualharassment policy in place. The Directors further state that during the year under reviewthere was no case filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Further the Company conductsawareness programs at regular interval of time.

31. CAUTIONARY STATEMENT:

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.

32. ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation to the Company'sBankers Customers Regulatory Authorities Auditors and all the employees for theirunstinted support. Your directors also wish to thank the all the shareholders andinvestors for confidence reposed in the management of the Company.

For and on behalf of the Board of Directors of
CRP Risk Management Limited
Registered Office:
B - 208209 Classique Centre Off Mahakali Caves
Andheri - (East) Mumbai MH 400093 IN
Nisha Asrani
Chairman
DIN:06399098
Date: 31st August 2019
Place: Mumbai