Dear Members,
The Board of Directors hereby submits the 39,h Annual Report of your Company (the
Company'), together with the audited financial statement, for the financial year ended on
March 31, 2024 (Year' or Financial Year').
Financial Results:
(As per Indian Accounting Standards)
(Amount in Lakh)
Particulars |
For the year ended March 31. 2024 |
For the year ended March 31, 2023 |
(i) Revenue from operations and other income |
5,316.99 |
5,278.05 |
(ii) Gross Profit before Finance Cost. Depreciation and Taxation (PBIDT) |
719.11 |
723.64 |
Less : Finance Cost |
2.51 |
1.05 |
(iii) Profit before Depreciation and Taxation |
716.60 |
722.59 |
Less : Depreciation |
63.32 |
75.18 |
(iv) Profit Before Tax (PBT) |
653.28 |
647.41 |
(v) Less: Provision for Taxes: |
|
|
(a) Current Tax |
169.49 |
173.01 |
(b) Prior Year Tax |
(2.09) |
10.47 |
(c) Deferred Tax |
(20.78) |
(14.86) |
(vi) Profit after Tax (PAT / PAIDT) |
506.66 |
478.79 |
Operational performance:
The Company continues to specialize in the manufacturing of investment casting products
and has expanded its revenue streams through windmill turbines. With a robust production
capacity, the Company now supplies over 5000 different types of castings in both as-cast
and fully machined conditions. These products cater to a wide range of engineering
applications, including pumps and valves, defense, oil and refinery, fire control
equipment, and automobiles, among others.
Financial performance:
The financial year 2023-24 marked a steady performance for the Company, with revenue
reaching Rs. 5,316.99 lakh, reflecting a modest increase from the previous year. The Gross
Profit before Finance Cost. Depreciation, and Taxation (PBIDT) was Rs. 719.11 lakh,
maintaining stability compared to the prior year. The Company successfully managed its
finance costs, which remained minimal at Rs. 2.51 lakh. Profit Before Tax (PBT) saw a
slight improvement to Rs. 653.28 lakh, and after accounting for taxes, the Profit After
Tax (PAT) rose to Rs. 506.66 lakh, up from Rs. 478.79 lakh in the previous year. These
figures highlight the Company's resilience and effective cost management, leading to
sustained profitability.
This strong financial and operational performance underscores the Company's commitment
to maintaining a competitive edge in the market and delivering consistent value to its
stakeholders. The Board remains optimistic about the future prospects of the Company and
will continue to explore new opportunities for growth and innovation.
No material changes or commitments have transpired between the end of the financial
year and the date of this report that would impact the Company's financial standing.
The Audited Standalone Financial Statements of the Company, along with all necessary
attachments, have been part of the Annual Report for the year 2023-24. This complete
report is accessible on the Company's official website at www.creative-cast.com.
Dividend:
The Board of Directors is delighted to propose a final dividend of Rs. 10 per equity
share having a face value of Rs. 10 each (i.e., @ 100%) for the financial year 2023-24.
This dividend will be paid to the members whose names are appear in the Register of
Members as of the Record Date, subject to approval by the members at the ensuing 39"
Annual General Meeting.
The proposed Dividend, if approved during the 39" Annual General Meeting of the
Company, will not be subjected to dividend distribution tax. as it has been eliminated.
However, it will be subject to Tax Deducted at Source (TDS) in accordance with the
applicable rates, as specified in the notice for the 39" AGM.
Transfer to Reserve:
The Company's Board of Directors has decided not to transfer any funds to the Reserves
for the financial year being reviewed.
Share Capital:
There were no changes carried out in the capital structure of the Company during the
year under review.
Investor Education and Protection Fund (IEPF):
The Company's Board of Directors affirms that there are no pending amounts to be
transferred to the Investor Education and Protection Fund for the year under
consideration.
Meetings of the Board:
Throughout the year, the Board of Directors met regularly to review the Company's
performance, discuss various business strategics, and address important issues. During the
financial year ending March 31.2024, four meetings of the Board of Directors were
periodically convened and held on May 29. 2023. August 12, 2023. November 4. 2023 and
February 10, 2024, wherein following Directors were present:
Sr. No. |
Name of The Directors |
29/05/2023 |
12/08/2023 |
04/11/2023 |
10/02/2024 |
01 |
D. H. Dand |
P |
P |
P |
P |
02 |
R. R. Bambhania |
P |
P |
P |
P |
03 |
S. V. Vaishnav |
P |
P |
P |
P |
04 |
J. S. Thanki |
P |
A |
P |
P |
05 |
11. N. Vadgama |
P |
P |
P |
P |
06 |
P. J. Doshi |
A |
P |
A |
A |
07 |
R. A. Gardi |
A |
P |
A |
P |
08 |
B. R. Sureja |
P |
A |
P |
A |
09 |
K. D. Panchamiya |
P |
A |
A |
P |
10 |
R.S. Tilva |
A |
A |
P |
A |
"P" denotes "Present" and "A" denotes "Absent
with Leave".
Changes in Directors & Key Managerial Personnel (KMP):
(i) Appointment:
During the year under review, Mr. Raj an Ramniklal Bambhania (DIN: 00146211) was
reappointed as the Managing Director of the Company, with his term extended until March
31, 2029. Similarly, Mr. Siddharth Vallabhbhai Vaishnav (DIN: 00169472) was reappointed as
the Whole-Time Director of the Company, also until March 31,2029.
Additionally. Mr. Bhavesh Ratilal Sureja (DIN: 00169883). Mr. Ketan Dineshchandra
Panchamiya (DIN: 08193255), Mr. Ramniklal Savjibhai Tilva (DIN: 08193261), and Mrs. Ruta
Ajaybhai Gardi (DIN: 08193238) were reappointed as Independent Directors of the Company,
with their terms extended until September 23. 2028.
(ii) Continuation of Appointment:
In compliance with Regulation 17(1 A) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEB1 Listing
Regulations"), the continuation of directorship for any non-executive director who
has reached the age of 75 years requires the approval of shareholders through a special
resolution. Accordingly, at the 38'1' Annual General Meeting held on September 23.2023.
the Company passed a special resolution approving the continuation of directorship for Mr.
Dhirubhai Haribhai Dand (DIN: 00284065) and Mr. Ramniklal Savjibhai Tilva (DIN: 08193261),
who will reach the age of 75 years on June 1,2024. and May 6.2024, respectively.
(iii) Cessations:
There were no instances of cessation of Directors or Key Managerial Personnel (KMPs)
during the period under review.
(iv) Retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013. and the
Company's Articles of Association, Mr. Dhirubhai Haribhai Dand (DIN: 00284065), Director,
is liable to retire by rotation at the forthcoming 39" Annual General Meeting. Being
eligible, he has offered himself for reappointment, and the Board has recommended his
reappointment as a Director of the Company.
The disclosures required under Regulation 36 of the SEB1 Listing Regulations and the
Secretarial Standards on General Meetings ('SS-2') are provided in the Notice of this AGM,
forming part of the Annual Report.
Declaration by Independent Directors:
The Company has received declarations/ confirmations from all the Independent Directors
of the Company as required under Section 149(7) of the Act read with Rule 6 of the
Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8)
of the SF.BI Listing Regulations. Furthermore, the Independent Directors have adhered to
the Code of Independent Directors as stipulated in Schedule IV of the Act.
Formal annual evaluation and its criteria:
Pursuant to the provisions of the Act, SF.BI Listing Regulations and Nomination and
Remuneration Policy of the Company, the Nomination and Remuneration Committee
("NRC") and the Board has carried out the annual performance evaluation of the
Board, its Committees and individual Directors by way of individual and collective
feedback from Directors. The Independent Directors have also carried out annual
performance evaluation of the Chairperson, the non-independent directors and the Board as
a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC,
prepared after taking into consideration inputs received from Directors, were used for
carrying out the evaluation process. The Directors expressed their satisfaction with the
evaluation process.
Criteria adopted for evaluation:
(i) The Board shall evaluate the roles, functions, duties of Independent Directors
(IDs) of the Company. Each ID shall be evaluated by all other directors' not by the
Director being evaluated. The Board shall also review the manner in which ID's follow
guidelines of professional conduct.
(ii) Performance review of all the Non-Independent Directors of the Company on the
basis of the activities undertaken by them, expectation of Board and level of
participation.
(iii) Performance review of the Chairman of the Company in terms of level of competence
of chairman in steering the Company.
(iv) The review and assessment of the flow of infonnation by the Company to the Board
and the manner in which the deliberations take place, the manner of placing the agenda and
the contents therein.
(v) The review of the performance of the directors individually, its own performance as
well as evaluation of working of its committees shall be carried out by the Board.
(vi) On the basis of performance evaluation, it shall be determined by the Nomination
and Remuneration Committee and the Board whether to extend or continue the term of
appointment of ID subject to all other applicable compliances.
Committees:
The Company has established essential Committees, namely the Audit Committee,
Nomination and Remuneration Committee, and Stakeholders Relationship Committee, as
mandated by Sections 177 and 178 of the Companies Act, 2013. The Board consistently
assessed the performance of these Committees to enhance their efficiency and ensure
alignment with the stipulations of the Companies Act, 2013, and the SF.BI Listing
Regulations.
Comprehensive infonnation concerning these Committees, including their composition,
meetings, and attendance records, are detailed within the Corporate Governance Report.
This report is an integral part of this report.
Policy on Directors' Appointment and Policy on Remuneration:
The Nomination and Remuneration Committee works with the Board to determine the
appropriate characteristics, skills and experience required for the Board as a whole and
its individual members with the objective of having a Board with diverse backgrounds and
experience in business, government, education and public service. Characteristics expected
of all Directors include independence, integrity, high personal and professional ethics,
sound business judgment, ability to participate constructively in deliberations and
willingness to exercise authority in a collective manner.
Pursuant to Section 134(3)(e) read with Section 178(3) & (4) of the Companies Act,
2013, the policy governing the appointment of Board members, which encompasses the
criteria for assessing qualifications, positive attributes, director independence, and the
policy governing the remuneration of Directors, Key Management Personnel (KMP). and other
employees, is accessible on the Company's official website:
http://www.creativc-cast.com/Reports/NARP.PDF. There have been no revisions to the policy
since the previous year.
Particulars of Employees:
The particulars of employees are given in Annexure - "A" to this Report as
required under Section 197(12) of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Also, Statement containing the names of the top ten employees in terms of remuneration
drawn as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules. 2014 forms a part of Annexure - "A".
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 of the Company for the year ended on
March 31.2024. the applicable accounting standards had been followed along with proper
explanations relating to material departures for the same;
(ii) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 the year under review;
(iii) the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Adequacy of internal financial controls with reference to the financial statements:
Section 134(5)(c) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies
(Accounts) Rules. 2014 rc-cmphasizcs the need for an effective Internal Financial Control
system in the Company which should be adequate and shall operate effectively. The Company
has devised proper system of internal financial control which commensurate with size and
nature of Business and statutory auditors have reviewed the internal control system and
made separate report thereon forming part of Auditors' report appended in this report.
Deposits:
During the financial year 2023-24. your Company has not accepted any deposits within
the meaning of Section 73 to 76 of the Act, read together with Companies (Acceptance of
Deposits) Rules, 2014.
Loans, Investments, Guarantees and Securities:
During the financial year, the Company did not provide any loans, nor did it offer any
securities or guarantees in connection with loans, as outlined under Section 186 of the
Companies Act, 2013. Furthermore, details of the investments made by the Company are
provided in Notes No. 6 and 10 of the Financial Statements, which are self-explanatory.
Related Party Transactions (RP I s):
During the financial year, all contracts, arrangements, or transactions executed by the
Company with related parties were conducted in the ordinary course of business and on an
arm's length basis. The details of these related party transactions are provided in Form
AOC-2. enclosed as Annexurc - "B" in compliance with Section 134(3)(h) of the
Companies Act. 2013. read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
Additionally, a comprehensive disclosure of related party transactions, as required under
Ind AS 24, is included in the accompanying financial statements.
The Board has adopted a policy governing related party transactions, which is available
on the Company's website. The amended policy can be accessed via the following web link:
https://www.crcativccast.com/Rcports/PolicyRelctcdPartyTransactions29052023.PDF. The
Company conducts related party transactions, when necessary, in accordance with this
policy. It is important to note that the policy was revised to align with the updated
SF.BI Listing Regulations, and the amendments were approved during the Board meeting held
on May 29,2023. The revised policy is hosted at the aforementioned link.
During the year under review, the Company did not enter into any materially significant
related party transactions that could potentially conflict with the interests of the
Company. Furthermore, there were no financial transactions or relationships between the
Independent Directors and the Company during the period.
Corporate Social Responsibility (CSR'):
The obligation to spend on Corporate Social Responsibility (CSR) activities became
applicable to the Company for the first time during this financial year. In response, the
Board of Directors approved the CSR policy through a Circular Resolution, which was
subsequently noted at the Board meeting held on November 4. 2023. Given that the Company's
CSR obligation is less than ?50.00 lakhs, the Board has not constituted a CSR Committee,
as permitted under Section 135(9) of the Companies Act. The contents of the CSR Policy,
and the report on CSR activities carried out during the financial year ended March 31.
2024, arc provided in the format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, and is annexed herewith as Annexurc - UC".
Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The disclosure of particulars with respect to conservation of energy, a statement
giving details of Technology Absorption. Foreign Exchange Earnings and outgo in accordance
with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is annexed hereto as Annexurc - "D".
Risk Management:
The assessment and management of business risks are continual processes within the
Company. The management regularly reviews risk assessments with the aim of mitigating
potential threats. The overarching objective of risk management is to safeguard the
organization's tangible and human assets, ensuring the seamless continuation of its
operations.
As of now, the Company is not obligated to establish a Risk Management Committee of
Directors in accordance with the provisions outlined in Regulation 21 of the SF.BI Listing
Regulations.
Vigil Mechanism:
To ensure high level of honesty, integrity and ethical behavior amongst its employees,
the Company has established a Vigil Mechanism in compliance with the provisions of section
177(9) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Board and its
powers) Rules, 2014, for the directors and employees to report genuine concerns and
grievances. This mechanism provides adequate safeguards against victimization of employees
and directors and also provides for direct access to the chairperson of Audit Committee.
The synopsis of the policy has been disclosed in the Corporate Governance Report, which
is a part of this report and is available on
http://www.creative-cast.com/ReportsA7igilM.PDF.
Auditors:
(i) Statutory Auditor:
M/s. J. C. Ranpura & Co.. Chartered Accountants. Rajkot, were appointed as the
Statutory Auditors of the Company at the 35th AGM for a term of five years, extending up
to the conclusion of the 40th AGM.
The report by M/s. J. C. Ranpura & Co. on the audited financial statements for the
year ended March 31, 2024. along with the accompanying notes, is self-explanatory and does
not require any additional comments from the Board. The Auditors' Report is free from any
qualifications, reservations, or adverse remarks.
During the year under review, the Auditors did not report any fraud committed against
the Company by its officers or employees under Section 143(12) of the Companies Act. 2013.
(ii) Secretarial Auditor:
In accordance with Section 204 of the Companies Act, 2013, and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Mayur Buha,
proprietor of M. Buha & Co., Practicing Company Secretaries, Vadodara, was appointed
as the Secretarial Auditor for the financial year 2023-24. The Secretarial Audit Report,
submitted in the prescribed Form MR-3, is attached as Annexure - "E" and forms
pari of this Report.
The Secretarial Audit Report contains qualification, observation, or adverse remark
that require explanations from the Board, as outlined below:
Due to an oversight, the filing of Form IEPF-2 was delayed. The necessary
corrective actions will be taken in due course.
Annual Secretarial Compliance Report.
Pursuant to Regulation 24Aof SEBI Listing Regulations, your Company has submitted the
Annual Secretarial Compliance Report for the financial year ending on March 31.2024. This
report has been issued by CS Mayur Buha, proprietor of M. Buha & Co., Practicing
Company Secretaries, Vadodara, and was submitted to BSE Limited within the prescribed
timeline.
(iii) Cost Auditor:
The Company has properly maintained its Cost Records, with the Annexure to the Cost
Records for the financial year ending March 31,2024. being approved by the Board during
its meeting on August 10.2024. M/s. Mitesh Suvagiya & Co.. Practicing Cost
Accountants, Rajkot, have provided a certificate/report confirming the proper maintenance
of cost records as required under Section 148 of the Companies Act, 2013, and the
Companies (Cost Records and Audit) Rules. 2014.
It is important to note that there was no requirement for a Cost Audit of the
aforementioned records during the financial year under review, in accordance with the
applicable provisions.
(iv) Internal Auditors:
M/s. Subhash Akbari & Co., Chartered Accountants, served as the Internal Auditors
of the Company, conducting regular audits across all operational areas. The Audit
Committee of the Board of Directors consistently reviewed and evaluated the findings of
the internal audits conducted by the firm.
Disclosure on compliance with Secretarial Standards:
Your directors confirm that the applicable Secretarial Standards as issued by the
Institute of Company Secretaries of India, have been complied with.
Management Discussion and Analysis Report:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under SF.BI Listing regulations, is annexed with this Report as Annexure -
"F".
Corporate Governance:
Separate report on Corporate Governance along with CEO/CFO Certifications and
Certificate of Company Secretary in practice on compliance with norms pertaining to the
Corporate Governance are separately annexed with this report as Annexure - **G'\
Annual Return:
A copy of Annual Return as required under Section 92(3) and Section 134(3 )(a) of the
Act has been placed on the website of the Company at www.creative-cast.com.
Industrial Relations:
The Industrial Relations between the Management and Employees of the Company at all
levels continued to be extremely cordial during the entire year. Both the Management as
well as Employees have good relations and work for the betterment of the value of the
Company.
Business Responsibility and Sustainability Report:
For the financial year ending March 31. 2024. the Company is not required to comply
with the provisions of Regulation 34 of the SEBI Listing Regulations, related to the
submission of a Business Responsibility and Sustainability Report. As a result, the
Company is not obligated to provide a separate report on this matter.
Prevention of insider trading and eode of conduct for fair disclosure:
The Company has adopted a code of conduct for regulating, monitoring and reporting
trading by Insiders in securities of the Company. The code regulates, monitors and reports
trading by the Designated Persons while in possession of unpublished price sensitive
information in relation to the Company.
The Company has also adopted a Code of Practices and Procedures for Fair Disclosure and
Conduct of Unpublished price Sensitive information to formulate a stated framework and
policy for prompt and fair disclosure of events and occurrences that could impact price
discovery in the market for securities of the Company. The policy is available on website
i.e. www.creative- cast.com of the Company.
Insurance:
All moveable and fixed Assets are adequately insured.
Other Information:
(i) The Company do not have any subsidiary, joint venture or, associate Company, hence,
no need to state anything about the same:
(ii) No fraud has been identified during the financial year;
(iii) No significant material orders were passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future;
(iv) During the financial year, your Company has neither issued any kind of Securities
nor made buy-back of securities;
(v) Your Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Rcdrcssal) Act, 2013. Your Board states that during the year under review,
there were no cases at the work place filed pursuant to the Sexual Harassment of Women
(Prevention, Prohibition and Redressal) Act, 2013. Disclosures in pursuance to the Sexual
Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 is
provided separately in the Corporate Governance Report;
(vi) There are no proceedings initiated/pending against your Company under the
Insolvency and Bankruptcy Code, 2016; and
(vii) Difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions: Not Applicable.
Human Resources:
The high level of motivation of the employees and their identification as well as
involvement with the Company is the basis for the creation of a strong team, who
continuously advance the innovative brands and superior technologies with their inventive
talent and pioneering spirit. The training courses are evolved to internalize the
principles of sustainable development and to uphold the
C ompany's corporate culture based on fairness and team spirit. Employees involvement
in the affairs of the Company helps build up a brand value and to achieve the good
position.
Certificates:
The Company holds the following certificates.
(1) ISO 9001:2015. (2) ISO 14001:2015, (3) ISO 45001:2018. (4) PED 2014/68/EU&
AD2000 MERKBLATT W0 Certified and (5) IBR Awarded Well Known Foundry*.
Appreciation:
Your Directors are grateful for the support and co-operation given by the Shareholders.
Government Authorities. Company's Bankers. Insurance Company, Employees, Customer's &
Suppliers during the year under review.
For and on behalf of Board
Sd'-
Dhirubhai II. Dand
Chairman
DIN: 00284065
Dolatpara. August 10. 2024
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