Dear Members,
The Directors have pleasure in presenting the 40th Annual Report on the
business and operations of the Company together with the financial
results for the period ended 31st, March 2015.
FINANCIAL RESULTS
Financial results are presented in the table below:
(Amount in Rupees)
Current year Previous year
ended ended
(12 months) (12 months)
31-03-2015 31-03-2014
1. Gross Revenue 216,958,924 144,540,762
2. Profit before interest &
Depreciation 10,750,820 10,041,238
3. Interest (Working Capital) 3,438,164 3,188,806
4. Profit after Interest but before
depreciation 7,312,656 6,852,432
5. Depreciation 1,337,906 1,844,899
6. Profit/loss after depreciation 5,974,750 5,007,533
7. Exceptional Items 0 0
8. Profit before Extra ordinary
items & tax 5,974,750 5,007,533
9. Extra ordinary items 0 0
10. Profit before tax 5,974,750 5,007,533
11. Provision fortax 1,764,090 1,704,720
12. Profit/loss aftertax 4,210,660 3,302,813
Earnings per share (face value Rs.10/-)
Basic 0.70 0.55
Diluted 0.70 0.55
The above figures have been regrouped /reclassified as necessary as per
the Revised Schedule VI of the Companies Act, 2013. The financial
figures given in the attached Balance Sheet and Profit & Loss A/c have
also been regrouped /reclassified as necessary.
COMPANY'S PERFORMANCE
The overall performance for the financial year ended 31st March, 2015
was satisfactory. The profits of company earned during the year were
amounted to Rs. 4,210,660/-. However, your Directors are confident that
the company will do much better in future and trying its level best to
further improve its performance.
DIVIDENDS
Keeping in view the present financial position of the company, your
Directors do not recommend any dividend for the year ended 31st March
2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in website of company.
INTERNAL FINANACIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013 the term
Internal Financial Control (IFC) means the policies and procedures
adopted by the company for ensuring the orderly and efficient conduct
of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.
The Company has a well-placed, proper and adequate internal financial
control system which ensures that all assets are safeguarded and
protected and that the transactions are authorised, recorded and
reported correctly. The Company's internal financial control system
also comprises due compliances with Company's policies and Standard
Operating Procedures (SOPs) and audit and compliance by in-house
Internal Audit Division, supplemented by internal audit checks from
M/s. Kudsia & Associates, Charted Accountants, the Internal Auditors.
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the majority of the transactions in
value terms. Independence of the audit and compliance is ensured by
direct reporting of Internal Audit Division and Internal Auditors to
the Audit Committee of the Board.
NUMBER OF MEETINGS OF THE BOARD
Eight meetings of the board were held during the year. For details of
the meetings of the board, please refer to the Corporate Governance
report, which forms part of this report.
COMMITTEES OF THE BOARD
Detailed information on the Board and its Committees is provided in the
Report on Corporate Governance forming part of this Annual Report.
MANDATORY COMMITTEE Audit Committee
As at March 31,2015, the Audit Committee comprised of Two Independent
Directors namely, Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and
one Non-Executive Director namely, Mr. Amitabh Agrawal. Mr. Maman Chand
Jain is the Chairman of the Audit Committee. All the recommendations
made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
As at March 31,2015, the Nomination and Remuneration Committee
comprised of Two Independent Directors namely, Mr. Maman Chand Jain &
Mr. Ashwani Kumar Jindal and one Non-Executive Director namely, Mr.
Amitabh Agrawal. Mr. Maman Chand Jain is the Chairman of the Nomination
and Remuneration Committee.
Stakeholders Relationship Committee
As at March 31,2015, the Stakeholders Relationship Committee comprised
of Two Independent Directors namely, Mr. Maman Chand Jain & Mr. Ashwani
Kumar Jindal and one Non-Executive Director namely, Mr. Amitabh
Agrawal. Mr. Ashwani Kumar Jindal is the Chairman of the Stakeholders
Relationship Committee.
Risk Management Committee
As at March 31,2015, the Risk Management Committee comprised of One
Whole Time Directors namely, Mr. Chaitanya Agrawal and one
Non-Executive Director namely, Mr. Amitabh Agrawal. Mr. Chaitanya
Agrawal is the Chairman of the Risk Management Committee.
NON-MANDATORY COMMITTEE Management Committee
As at March 31, 2015, the Management Committee comprised of one
Executive Director namely Mr. Suresh Chandra Agrawal, one Managing
Director namely, Mr. Piyush Agrawal, one Whole Time Directors namely,
Mr. Chaitanya Agrawal and one Independent Director Mr. Ashwani Kumar
Jindal. Mr. Piyush Agrawal is the Chairman of the Management Committee.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure I in the prescribed Form MGT-9, which forms
part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining 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 of Managerial Personnel) Rules, 2014 form
part of this Report and are annexed as Annexure II. There are no
employees who are drawing remuneration in excess of the limits as set
out in provisions of Section 197(12) of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
EMPLOYEES BENEFITS
Retirement benefit in the form of provident fund is a defined
contribution scheme. The contributions to the provident fund are
charged to the statement to the profit and loss for the year when the
contributions are due.
Pending determination of liability for gratuity payable, no provision
has been made in the accounts for expenses of gratuity. The expenditure
on account of gratuity is accounted in the year of payment. On account
of non provision of gratuity payable, the profit has been over stated
but the same cannot be quantified in absence of exact amount payable
under this account
CODES, STANDARDS AND POLICIES AND COMPLIANCES THEREUNDER
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
PERSONNEL
Your Company has adopted a Code of Conduct for its Board of Directors
and the Senior Management Personnel. The Code requires the Directors and
employees of the Company to act honestly, ethically and with integrity
and in a professional and respectful manner. During the year under
review, the Code of Conduct was revised as per the revised Clause 49 of
the Listing Agreement. A Chief Financial Officer with regard to
compliance with the said code, forms part of this Annual Report.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading
Practices in accordance with the Model Code of Conduct, as prescribed
under Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992, as amended and has duly complied with the
provisions of the said code. The details of the same are provided in
Corporate Governance Report forming part of this Annual Report.
PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
The Company has in place a Policy on Prevention, Prohibition &
Redressal of Sexual Harassment of Women at Workplace and an Internal
Complaints Committee (ICC) has been constituted thereunder. The primary
objective of the said Policy is to protect the women employees from
sexual harassment at the place of work and also provides for punishment
in case of false and malicious representations. The details of the same
are provided in Corporate Governance Report forming part of this Annual
Report.
NOMINATION REMUNERATION & EVALUATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a Nomination Remuneration & Evaluation Policy, which,
inter-alia, lays down the criteria for identifying the persons who are
qualified to be appointed as Directors and/or Senior Management
Personnel of the Company, alongwith the criteria for determination of
remuneration of Directors, KMPs and other employees and their
evaluation and includes other matters, as prescribed under the
provisions of Section178 of Companies Act, 2013 and Clause 49 of the
Listing Agreement. The details of the same are provided in Corporate
Governance Report forming part of this Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
Cranex Limited has in place comprehensive risk assessment and
minimization procedures, which are reviewed by the Board periodically.
During the year, as per the requirements of Listing Agreement with the
Stock Exchanges, a Risk Management Committee was constituted by the
Board of Directors in its meeting held on 14th November, 2014 with the
responsibility of preparation of Risk Management Plan, reviewing and
monitoring the same on regular basis, to identify and review critical
risks on regular basis, to update Risk Register on quarterly basis, to
report key changes in critical risks to the Board on an ongoing basis,
to report critical risks to Audit Committee in detail on yearly basis
and such other functions as may be prescribed by the Board.
Further, the Company identifies risks, and control systems are
instituted to ensure that the risks in each business process are
mitigated. The one Chief Risk Officer (CRO) Mr. Ajay Pradhan is
responsible for the overall risk governance in the Company and reports
directly to the Risk Management Committee, which consists of various
functional heads. The Board provides oversight and reviews the Risk
Management Policy on a quarterly basis.
In the opinion of the Board there has been no identification of
elements of risk that may threaten the existence of the Company.
DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL MECHANISM
The Company has established a vigil mechanism and formulated
Whistle-Blower Policy in the meeting of Board of Directors held on held
14th November, 2014 through which Directors, employees and business
associates may report unethical behavior, malpractices, wrongful
conduct, fraud, violation of Company's code of conduct without fear of
reprisal. The Company has set up a Direct Touch initiative, under which
all Directors, employees, business associates have direct access to the
Chairman of the Audit Committee, and also to a three-member direct
touch team established for this purpose. The direct touch team
comprises one senior woman member so that women employees of the
Company feel free and secure while lodging their complaints under the
policy. Further information on the subject can be referred in Corporate
Governance Report.
SECRETARIAL AUDITORS AND THEIR REPORTS
M/s PARVEEN RASTOGI & COCompany Secretaries, were appointed as
Secretarial Auditors of the Company for the financial year 2014-15
pursuant to Section 204 of the Companies Act, 2013. The Secretarial
Audit Report submitted by them in the prescribed Form MR- 3 is attached
as 'Annexure III' and forms part of this report. There are no
qualifications or observations or other remarks of the Secretarial
Auditors in the Report issued by them for the financial year 2014-15
which call for any explanation from the Board of Directors.
STATUTORY AUDITORS AND THEIR REPORTS
M/s. P.D. Mittal & Co., Chartered Accountants, have been appointed as
Statutory Auditors of the Company, to hold office from the conclusion
of 39th Annual General Meeting until the conclusion of 42th Annual
General Meeting of the Company to be held in 2017, subject to
ratification of the appointment by the Members at every subsequent
Annual General Meeting, as per the provisions of Companies Act, 2013.
There is one observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Report
i.e. "accounting standards 22- provision of deferred tax liability
either for the current year or in respect of the past". For this the
Board would like to inform that the Company has not created provision
of deferred tax liability since it will not lead any major financial
impact. Further, the notes to accounts referred to in the Auditor's
Report are self-explanatory.
TRANSACTIONS WITH RELATED PARTIES
Related party transactions entered during the financial year under
review are disclosed in Note No.30 of the Financial Statements of the
company for the financial year ended March 31, 2015. These transactions
entered were at an arm's length basis and in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Form AOC-2, containing the note on the
aforesaid related party transactions is enclosed herewith as
Annexure-IV.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
EMPLOYEES STOCK OPTION SCHEME
During the year under review, the Company has not allotted any shares
under Employee Stock Option Scheme (ESOS) and hence no disclosure is
required to be made in compliance with Clause 12 of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Regulations, 1999.
DISCLOSURE REQUIREMENTS
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form
part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are as follows:
A. Conservation of Energy
a) Energy conservation measures taken :
* The Company has always been conscious of the need for the
conservation of energy and optimum utilisation of available resources
and has been steadily making progress towards this end.
* The company has taken lot of initiatives for reduction in power cost
by improving the production processes. Production process of the
company does not require much power.
* There is an optimum ratio of glass windows to utilise natural light
and proper insulation / ventilation to balance temperature and reduce
heat.
b) Impact of above measures :
* The above measures will results in lower energy consumption,
significant reduction in Carbon emissions, and hedge against continuous
energy rate increase.
B. Technology Absorption, Adaptation And Innovation
The company has successfully absorbed the technology for the
development of various new models of the cranes. Your company is
constantly improving its technology to match world standards, which is
reflected in the new orders being received from very quality conscious
customers.
C. Foreign Exchange Earnings and Outgo
S. Particulars Current Year Amount Previous Year
No. (in Rs.) Amount
(in Rs.)
1. Foreign Exchange Earned 30,74,905 27,61,002
2. Foreign Exchange Outgo 7,80,689 40,11,019
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year as stipulated under
Clause 49 of the Listing Agreement is separately given and forms part
of this Annual Report provides a more detailed analysis on the
performance of individual businesses and their outlook.
REPORT ON CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the corporate governance requirements set out
by SEBI. The report on Corporate Governance as stipulated under Clause
49 of the Listing Agreement is separately given and forms part of this
Annual Report. The requisite certificate from a Practicing Company
Secretary confirming compliance of the conditions of Corporate
Governance is attached to the Report on Corporate Governance.
DIRECTOR
Mr. Piyush Agrawal, Director of the Company, retires by rotation and
being eligible, offers himself for reappointment. Your directors
solicit your approval for his reappointment as a director of the
Company.
Mr. Anil Jain has resigned from the post of Independent Director w.e.f.
15th December, 2014
KEY MANAGERIAL PERSONNELS
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
1. Mr. Piyush Agarwal - (Managing Director),
2. Mr. Chaitanya Agrawal - (Chief Financial officer & Whole Time
Director),
3. Ms. Khushboo Verma - (Company Secretary).
During the year under review Mr. Birendra Kumar has resigned from the
post of Company Secretary w.e.f. 31.08.2014. Ms. Khushboo Verma was
appointed as Company Secretary of the Company w.e.f. 31.08.2014 and as
Key Managerial Personnel w.e.f. 06.09.2014.
Mr. Chaitanya Agrawal was appointed as a Chief Financial officer & Key
Managerial Personnel of the of the Company w.e.f. 24.04.2015 under
section 203 of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted the declaration of
independence, as required pursuant to section 149 (7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section (6).
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and the date of this Report.
CAPITAL STRUCTURE AND LISTING OF SHARES
The paid up equity share capital as on 31st March 2015 was Rs.
60,000,000/- (Rupees Six Crores). There was no public issue, rights
issue, bonus issue or preferential issue etc. during the year. The
Company has not issued shares with differential voting rights, sweat
equity shares nor has it granted any stock options
The Company's shares are listed on the Bombay Stock Exchange Limited
(BSE), and are actively traded. The company has paid the listing fees
to Bombay Stock Exchanges for the year 2015-16.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
INDUSTRIAL RELATION
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of
Employees have enabled the Company at good position in the industry. It
has taken various steps to improve productivity across organization.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to the Central
Government, State Governments and Company's Bankers for the assistance,
co-operation and encouragement they extended to the Company. Your
Directors also wish to place on record their sincere thanks and
appreciation for the continuing support and unstinting efforts of
investors, vendors, dealers, business associates and employees in
ensuring an excellent all around operational performance.
By Order of the Board of Directors
For Cranex Limited
Sd/- Sd/-
(Piyush Agrawal) (Suresh Chandra Agrawal)
Place: New Delhi Managing director Chairman
Date: 07.09.2015 DIN: 01761004 DIN: 01958471
|