To,
The Members,
Crown Lifters Limited, Mumbai
The Board of Directors of your company presents 21st (Twenty First) Annual
Report of your company together with the Audited Financial Statements (Standalone) for the
period ended 31st March, 2023.
FINANCIAL RESULTS:
(In Rupees)
| Particulars |
Current Year Ended on 31/03/2023 |
Previous Year Ended on 31/03/2022 |
| Income from operations |
19,27,76,431 |
19,92,40,713 |
| Other Income |
42,16,875 |
16,50,962 |
| Total Income |
19,69,93,306 |
20,08,91,675 |
| Depreciation & amortization |
2,64,16,769 |
2,69,58,239 |
| Expenses other than Depreciation |
14,79,24,693 |
15,50,85,247 |
| Exceptional Items |
80,35,663 |
2,92,99,913 |
| Net Profit/(Loss) Before Tax |
3,06,87,507 |
4,81,48,102 |
| Current Tax |
28,22,000 |
16,90,081 |
| Prior period tax adjustments |
- |
- |
| Deferred Tax |
(1,11,01,079) |
6,24,85,647 |
| Profit/(Loss) After Tax |
3,89,66,586 |
(1,60,27,626) |
| Proposed Dividend |
0.00 |
0.00 |
| Provision for dividend distribution Tax |
0.00 |
0.00 |
| Balance Carried to Balance Sheet |
3,89,66,586 |
(1,60,27,626) |
BUSINESS OVERVIEW AND STATE OF COMPANY'S AFFAIRS
The detailed information on the operation of the company and details on the state of
affairs of the company are covered in the "Management Discussion and Analysis
Report".
DIVIDEND:
During the year, The board of Directors of the company at their meeting held on 8th
December, 2022 has declared and paid interim dividend of Rs. 0.20/- per equity share i.e.
2% of the face value of Rs. 10/- per share amounting to Rs. 20,82,000/- out of the profits
& reserves of the company. The record date for the payment of dividend was fixed as 16th
December, 2022. However the board does not recommend any final dividend for the year
2022-23.
AUTHORISED AND PAID UP CAPITAL:
The Authorized Share Capital of the company is Rs 10,50,00,000 (Rupees Ten Crore Fifty
Lakh only) divided into 1,05,00,000 (One Crore Five Lakh) equity shares of Rs. 10 (Rupees
10 only) each. And the Paid-up Share Capital of the company is Rs 10,41,00,000 (Rupees Ten
Crore Forty One Lakh only) divided into 1,04,10,000 (One Crore Four Lakh Ten Thousand)
Fully paid-up Equity Shares of Rs. 10 (Rupees Ten Only) each.
PRESENT OPERATIONS AND FUTURE PROSPECTS:
During the year under review, the company has generated total revenue of Rs.
19,69,93,306 as against Rs. 20,08,91,675 during the previous financial year. The net
profit after tax for the year under review has been Rs. 3,89,66,586 as against the net
loss of Rs. (1,60,27,626) during the previous financial year. Your directors are
continuously looking for the new avenues for future growth of the company and expect
growth in future period. A detailed analysis of the financial results is given in the
Management Discussion and Analysis Report, which forms part of this report.
RESERVES AND SURPLUS:
The company has reserves and surplus of Rs. 10,72,05,990 in the present financial year
as against the reserve and surplus of Rs. 7,03,21,404 during the previous financial year.
CHANGE/ADDITION IN MAIN OBJECT BY ALTERATION OF MOA:
During the year under review, the Directors of the company were of the view that it
will be beneficial for the company to insert the following object in the main object of
the company and therefore it was proposed to insert the following object in the main
object by passing a resolution in their meeting held on 28th May, 2022:
- To carry out business online and offline of purchase, sale, rent or lease of all kind of
construction equipment and material including cranes with accessories and parts, all kinds
of logistics and transport vehicle services, metals and scrap metals etc…
- To take dealership and provide services related to all kinds of construction equipment
with accessories, parts and related consumable – non consumable materials etc…
- To invest, bid, contract, sub-let, build, execute various construction and EPC contracts
for different mechanical, civil and energy projects (including wind energy and solar
projects) etc…
- To purchase, sell, rent or lease building and factory, land parcels, warehouse, sheds,
storage, containers etc…
The shareholders of the company approved the same by passing a special resolution at
the Extra-Ordinary General Meeting of the company held on 23rd June, 2022.
RECLASSIFICATION OF PROMOTER SHAREHOLDERS OF THE COMPANY:
During the year under review, the company had received request from few promoter
shareholders of the company namely, Mr. Hanif Hussain Jaria, Mr. Hussain Virji Jaria, Mr.
Asif Hussain Jaria, Mr. Siraj Virji Jaria and Mr. Nooruddin Savji Rajwani to reclassify
them as public shareholders of the company as they were holding nil shares in the company.
Accordingly, the same was approved by the Board of Directors and Shareholders of the
company at their meetings held on 26th May, 2022 and 23rd June, 2022
respectively along with a note that Mr. Nooruddin S Rajwani is father of Mr. Nizar
Nooruddin Rajwani who is holding 25% equity shares of the company as well as Director and
CFO of the company and that Mr. Siraj Virji Jaria is husband of Mrs. Salima Siraj Jaria
who was a Director of the company at that time and therefore they were not eligible for
Reclassification as public shareholders of the company. Thereafter, the company submitted
the application to NSE along with the requisite documents.
The company had later on withdrawn the names of Mr. Nooruddin S Rajwani and Mr. Siraj
Virji Jaria as they did not fulfill the conditions to get reclassified as per Regulation
31A of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The application was the approved by the Exchange on 27th
February, 2023 reclassifying Mr. Asif Hussain Jaria, Mr. Hanif Hussain Jaria and Mr.
Hussain Virji Jaria as public shareholders of the company.
Moreover, the company had received the request for reclassification from Mr. Siraj
Virji Jaria again on 27th March, 2023 as Mrs. Salima Siraj Jaria had resigned
from her post of Director of the company with effect from 22nd September, 2022,
Mr. Siraj Virji Jaria fulfilled the conditions to get reclassified as per Regulation 31A
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Accordingly, the company submitted the application to NSE
along with the requisite documents and the same was approved by the exchange in its letter
dated 17th July, 2023 reclassifying Mr. Siraj Virji Jaria as public shareholder
of the company.
LONG TERM BORROWINGS/DEBTS OF THE COMPANY:
During the year under review, the company has made full payment of all its outstanding
long term secured and unsecured loans/borrowings availed by the company over the years.
The claims of secured and unsecured lenders on the company stand released, fully
discharged and duly acknowledged. Thus the company has become long term debt free.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
- CHANGE IN DIRECTORS:
During the year under review, Mr. Amit Bhalchandra Nandedkar (DIN: 09473202)
was re- appointed as Non-Executive Independent Director on 29th September, 2022
at the 20th Annual General Meeting of the company for a term of Five (05) years
from 21st January, 2022 to 20th January, 2027.
Mr. Divakar Hebbar Kapoli (DIN: 09707968) was appointed as an Additional Non-executive
Independent Director w.e.f. 22nd December, 2022 until the conclusion of next
General Meeting and was re-appointed at the Extra-Ordinary General Meeting of the members
of the company held on 2nd March, 2023 for a term of Five (05) years from 22nd
December, 2022 to 22nd December, 2027.
Moreover, Mrs. Salima Siraj Jaria (DIN: 07493501), Director has resigned from the board
due to personal grounds and pre-occupation in her letter dated 14th September,
2022. The board took note of the same at its meeting held on 22nd September,
2022 and accepted her resignation w.e.f. 22nd September, 2022. The Board also
recorded its appreciation for the services and guidance provided by Mrs. Salima Siraj
Jaria during her tenure as director of the company.
The present structure of board of directors is as follows:
| Sr. No. |
CATEGORY |
NAME OF DIRECTORS |
| Promoter and Executive Director |
| 1. |
Chairman & Managing Director |
Karim Kamruddin Jaria |
| 2. |
Director & CFO |
Nizar Nooruddin Rajwani |
| Non Executive Director |
| 3. |
Independent Non Executive Director |
Shri. Sanjay Dayal |
| 4. |
Independent Non Executive Director |
Smt. Payal Pravin Madhani |
| 5. |
Independent Non Executive Director |
Shri. Amit Bhalchandra Nandedkar |
| 6. |
Independent Non Executive Director |
Shri, Divakar Hebbar Kapoli |
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:
| Name of directors |
Relationship with other Director |
| Mr. Karim Kamruddin Jaria |
Managing Director, Chairman and Cousin brother of Mr. Nizar Rajwani |
| Mr. Nizar Nooruddin Rajwani |
Director, CFO and Cousin brother of Mr. Karim Jaria |
| Mrs. Payal Pravin Madhani |
Independent Director |
| Mr. Sanjay Dayal |
Independent Director |
| Mr. Amit Bhalchandra Nandedkar |
Independent Director |
| Mr. Divakar Hebbar Kapoli |
Independent Director |
- RETIREMENT BY ROTATION:
In accordance with the provisions of section 152 of the Companies Act, 2013,
Mr. Nizar Nooruddin Rajwani (holding DIN 03312143), who retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.
The Board on recommendation of the Nomination and Remuneration Committee has proposed
re-appointment of Mr. Nizar Nooruddin Rajwani. Appropriate Resolution in connection with
the said reappointment and his brief profile is given in this report as notes to the
notice.
- DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to section 149 of the Companies Act, 2013, company has received requisite
declarations/confirmations from all the independent directors confirming their
independence. The Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, domain knowledge, experience and expertise in the fields
of finance, administration, management, strategy, etc. and they hold highest standards of
integrity.
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs, Manesar (‘IICA') as required under Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and thereby have
complied with the provisions of sub-rule (1) and sub rule (2) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 to the extent
applicable. All the Independent Directors have also complied with the provisions of
sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth
Amendment Rules, 2019.
The following are independent directors of the company in terms of Section 149(6) of
the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015;
- Ms. Payal Pravin Madhani
- Mr. Sanjay Dayal
- Mr. Amit Bhalchandra Nandedkar
- Mr. Divakar Hebbar Kapoli (appointed w.e.f 22nd December, 2022)
This shall be deemed to be a disclosure as required under Rule 8 (5) (iiia) of the
Companies (Accounts) Rules, 2014, as amended.
- COMPANY SECRETARY & COMPLIANCE OFFICER:
Mrs. Priyanka Sanatkumar Shastri, Company Secretary holding requisite
qualification from the Institute of Company Secretaries of India, having Membership No.
A29506 has been working as Company Secretary (KMP) & Compliance Officer of the
company.
- CHIEF FINANCIAL OFFICER:
Mr. Nizar Nooruddin Rajwani holds designation of Chief Financial Officer of the
company.
CORPORATE GOVERNANCE REPORT:
The directors of the company affirm the commitment of company towards achieving
the highest standards of corporate governance. Since the company is listed on Main Board
of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation And Disclosure
Requirements) Regulation, 2015 the compliances with 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 are applicable to the company. Hence,
Corporate Governance Report forms a part of this Annual Report as ANNEXURE-A.
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
public nor renewed the same and has neither defaulted in the repayment of deposits or
payment of interest during the financial year as envisaged by Chapter V of the Companies
Act, 2013.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the company done during the
year under review.
However, the following object has been added in the main object of the company by
passing a board resolution in the Board Meeting held on 28th May, 2022 and a
special resolution at the Extra-Ordinary General Meeting of the company held on 23rd
June, 2022:
- To carry out business online and offline of purchase, sale, rent or lease of all kind of
construction equipment and material including cranes with accessories and parts, all kinds
of logistics and transport vehicle services, metals and scrap metals etc…
- To take dealership and provide services related to all kinds of construction equipment
with accessories, parts and related consumable – non consumable materials etc.
- To invest, bid, contract, sub-let, build, execute various construction and EPC contracts
for different mechanical, civil and energy projects (including wind energy and solar
projects) etc…
- To purchase, sell, rent or lease building and factory, land parcels, warehouse, sheds,
storage, containers etc…
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:
The Information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under section 134(3) of the Companies Act, 2013
read with the Rule 8(3) of the Companies (Account) Rules, 2014 are not applicable, hence
not mentioned. Moreover, during the year, the company has no Foreign Exchange earnings and
no foreign exchange outgo during the year.
DISCLOSURES:
- PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, contracts or arrangements entered into with the
related party, as defined under section 2(76) of the Companies Act, 2013 were in the
ordinary course of business and on arm's length basis. Details of transactions pursuant to
compliance 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-B" in the FORM
AOC-2.
During the year, the company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company and
stakeholders at large. Suitable disclosures as required are provided in AS-18 which is
forming part of the notes to the financial statement.
- NOMINATION AND REMUNERATION POLICY:
The board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for appointment and remuneration of Directors, key managerial
personnel and senior management. Remuneration policy of the company acts as a guideline
for determining, inter alia, qualification, positive attributes and independence of a
Director, matters relating to the remuneration, perquisites, appointment, removal and
evaluation of the performance of the Director, Key Managerial Personnel and senior
managerial personnel. Nomination and Remuneration Policy is annexed as "ANNEXURE-C"
to this report 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. 8,50,000
per month/- or Rs. 1,02,00,000 per annum and hence, the company is not required to give
information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Further the following details form part of Annexure to the Board's report: -
- Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014- "ANNEXURE-D".
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Looking to the high demand for heavy construction equipment on rental basis from
clients for various sectors, the company has purchased a 600 MT Crawler Crane.
Moreover, the company has inserted the following object in the object clause, after the
existing sub-clause 41 of the Memorandum of Association of the company by passing a
Special Resolution at the Adjourned Extra Ordinary General meeting of the members of the
company held on 27th May, 2023:
- To invest or otherwise employ or deal with money belonging to the Company in forex,
bullion, commodity, equity, bonds, foreign equity, Foreign Depository Receipts, other
securities and shares of an existing entity or a start-up or other movable or immovable
property with or without security upon such terms and in such manner as may be thought
proper from time to time, to vary such transactions and investments in such manner as the
Directors may think fit subject to the provisions of the Companies Act, 2013.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year, material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future are as
follows:-
- ACTIONS TAKEN BY STOCK EXHANGE:
- DELAY IN FILING OF CORPORATE GOVERNANCE REPORT:
During the year under review, the company had failed to file Corporate Governance
Report for Quarter ended on September 2022 within 21 days of end of the quarter as
required under Regulation 27(2) as the company was under the impression that the same is
not applicable to the company and the company had duly submitted a certificate regarding
the same on 8th October, 2022 to the NSE. Thereafter the company received an
E-mail from NSE regarding Non-compliance and that the provisions of Regulation 27(2) are
applicable to the company on 25th October, 2022 and on such receipt, company
had duly filed the report on 28th October, 2022. However, NSE levied a penalty
of Rs. 2000/- per day + GST of 18% was levied on the company which amounted to Rs. 9440/-.
The company had applied for waiver of the penalty but the same was not accepted by NSE and
then, the company made payment of the penalty of Rs. 9440 on 10th December,
2022.
Your Directors want to assure that the delayed compliance was unintentional and that
adequate measures have been taken so that such delay does not occur in the future.
- NON-COMPLIANCE OF INTIMATION OF RECORD DATE:
During the year under review, company had paid interim dividend to the shareholders of
the company, for which record date was fixed as 16th December, 2022. As per the
provisions of regulation 42(2) of SEBI (LODR) Regulations, 2015, the company was supposed
to intimate the record date 7 (seven) "clear working" days in advance. However,
due to misinterpretation of law, the company gave intimation of seven days in advance and
not 7 (seven) "clear working" days in advance. Hence, a penalty of Rs. 10000/- +
GST of 18% was levied on the company which amounted to Rs. 11800/- in its letter dated 16th
January, 2023. The company had applied for waiver of the penalty but the same was not
accepted by NSE and the company then made payment of the penalty on 10th
February, 2023.
The Directors of your company assure you that the non-compliance was a genuine mistake
of misinterpretation of laws and that sufficient care shall be taken to avoid repetition
of such mistakes in the future.
- NON COMPLIANCE OF REGULATION 31(A) (3) (a) (ii) OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
During the year under review, the company has applied for re-classification of few
promoters of the company from promoter shareholders to public shareholders of the company.
As per the provisions of Regulation 31A (3) (a) (ii) of SEBI (LODR) Regulations, 2015
there should be a minimum gap of 1 month and maximum gap of 3
months between the dates of Board meeting and the shareholders' meeting considering the
request of the promoter(s) seeking reclassification.
However, the gap between the board meeting and shareholders' approval was less than 1
month in case of your company. Therefore, exchange has issued an advisory letter to the
company advising the company to take precaution in the future.
PENDING SUITS AGAINST THE COMPANY:
Moreover, following suits has been filed against the company in the matter of Import
Duty:
The Company purchased a second hand Crane and the parts of Cranes in auction conducted
by renowned auctioneers, from M/s. Ritchie Bros, USA. Investigation was started by the
Directorate of Revenue Intelligence regarding certain cranes imported in past and the said
crane and the parts were also subjected to provisional assessment. The Company was asked
to provide bank guarantee of Rs. 1,72,16,000/- for crane which was returned and bank
guarantee of Rs. 91,187/- for parts of the crane was furnished along with bond and
certificate of Chartered Engineer. Then, the Company received no communication from the
department. The Company then received Original Order No. 2161/2013 on April 27, 2013
issued stating that the consignment containing refurbished parts of the used cranes, is
liable to confiscation under the provisions of Section 111 (d) of Customs Act, 1962 with a
redeemed fine of Rs. 1,80,000/-. Penalty of Rs. 90,000/- was also imposed under Section
112 (a) of the Customs Act. 1962. The Company has filed an appeal on August 8, 2013 for
setting aside the impugned Order and for stay on operation of the impugned order till the
final decision on the appeal.
The Matter is still pending with Commissioner to Customs (Appeal), Mumbai-II, JNCH,
Sheva.
- Appeal No. C/86803, 86804, 86805, 86415/14:
The Company had purchased used cranes and parts of cranes. The Company has imported 35
consignments of cranes and accessories. The Custom authorities had determined that out of
35 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 and
give as under:
| Sr. No |
Particulars |
In Respects Of Imports Through Crown Lifters |
In Respects Of Imports Through Crown Lifters Private Limited |
| 1 |
Redemption Fine Imposed |
Rs. 65,00,000 |
Rs. 26,00,000 |
| 2 |
Imposed total Penalty |
Rs. 45,00,000 |
Rs. 68,74,773 |
| 3 |
Duty along with Interest |
- |
Rs. 37,94,773 |
The Company filed an appeal against the said order and the Customs, Excise and Service
Tax Appellate Tribunal, West Zonal Bench at Mumbai, Court No. II which allowed the appeal
by passing Order No. A/1850-1853/15/CB dated June 24, 2015 in which the penalty is waived
and the deposit paid against import of cranes which more than 5 year old from the date of
show cause notice is to be refunded.
The Department took the matter to the CESTAT and the Tribunal, Western Zonal Unit,
Mumbai passed the Final order No. A85324-85327/2022 dated 12/04/2022 in favour of the
company and disposed off the matter. Accordingly, company had applied for refund on
28/04/2022 and the same has been received by the company on 26th September,
2022.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second
Amendment Rules, 2019, read with all relevant notifications as issued by the Ministry of
Corporate Affairs from time to time, during the F.Y. 2022-23, the company is not required
to transfer any fund to Investors Education and Protection Fund.
CORPORATE WEBSITE:
The website of your Company, www.crownlifters.com carry comprehensive database
of information of interest to the stakeholders including the corporate profile,
information with regard to products, plants and various depots, financial performance of
your Company, corporate policies and others.
INSURANCE:
All the assets of the company are adequately insured and the company has developed
proper system for taking insurance on all its insurable assets in order to mitigate the
risk.
AUDITORS:
- STATUTORY AUDITORS & AUDITORS' REPORT:
In accordance with the provisions of Section 139 of the Companies Act, 2013 M/s.
Shiv Pawan & Company., Chartered Accountants (FRN: 120121W) was appointed as Statutory
Auditors of the company by the shareholders of the company at the 20th Annual
General meeting held on 29th September, 2022 for a term of 5 (five) years to
hold office until the conclusion of 25th Annual General Meeting of the company
to be held in 2027.
The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has
dispensed with the requirement of ratification of Auditor's appointment by the
shareholders, every year. Hence, approval of the Members for the ratification of Auditor's
appointment is not being sought at the ensuing Annual General Meeting.
AUDITORS' REPORT:
The Auditors' Report does not contain any qualification, reservation or adverse
remark(s) on the financial statements for the year ended on March 31, 2023. The notes of
accounts
referred to in the auditors' report are self explanatory and therefore do not require
any further comments.
- SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and
Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak
Doshi & Associates, Practicing Company Secretary to undertake Secretarial Audit for
the financial year ended on 31st
March, 2023. Secretarial Audit Report is annexed as
"ANNEXURE-E" as Form MR-3. The board has duly reviewed the
Secretarial Auditor's Report and the observations and comments appearing in the 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 (Listing
Obligations and Disclosure Requirements) Regulations, 2015, A certificate from Mr. Ronak
D. Doshi, Practicing Company Secretary certifying that none of the directors on the Board
of the company have been debarred or disqualified from being appointed or continuing as
directors of the company by SEBI or MCA or any such statutory authority is enclosed as
"ANNEXURE-F"
IV. INTERNAL CONTROL AUDIT SYSTEM:
Pursuant to the provisions of section 138 of the Companies Act and rules made there
under, the company has its proper system of Internal Control and it regularly monitors the
safeguarding of its assets, prevention and detection of frauds and errors and accuracy and
completeness of accounting records including timely preparation of financial information.
Mr. Shirish Jagdish Rathod together with the Statutory Auditor of the company M/s. Shiv
Pawan & Company consults and reviews the effectiveness and efficiency of these systems
and procedures to ensure that all the assets are protected against loss and that the
financial and operational information is accurate and complete in all respects.
However, Mr. Mehul Mehta, Chartered Accountant have been appointed as an Internal
Auditor of the company in place of Mr. Shirish Rathod w.e.f. 25th May, 2023.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review, the company is outside the purview of Section 135 of
Companies Act, 2013 related to Corporate Social Responsibility and hence it is not
required to spend for CSR Activities.
ENVIRONMENT, HEALTH AND SAFETY:
The company accords the highest priority to Environment, Health and Safety. The
management is constantly reviewing the safety standards of the employees and the
management believes in the concept of sustainable development.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
- Vigil Mechanism / Whistle Blower Policy:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014
read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations
(as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower
Policy ("Policy") to enable Directors and employees to report genuine concerns
or grievances, significant deviations from key management policies and reports on any non-
compliance and wrong practices, e.g., unethical behavior, fraud, violation of law,
inappropriate behavior/conduct, etc.
The objective of this mechanism is to maintain a Redressal system that can process all
complaints concerning questionable accounting practices, internal controls, or fraudulent
reporting of financial information.
During the year, none of the matter having any unethical practices or behavior was
reported to the company.
- Business Conduct Policy:
The company has framed "Business Conduct Policy". Every employee is
required to review and sign the policy at the time of joining and an undertaking shall be
given for adherence to the Policy. The objective of the Policy is to conduct the business
in an honest, transparent and in an ethical manner. The policy provides for anti-bribery
and avoidance of other corruption practices by the employees of the company.
BOARD MEETINGS:
The Board of Directors duly met at regular intervals during the mentioned
financial year and in respect of which meetings proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose. The details regarding the meetings of board of directors and the attendance of
the directors in the same is mentioned in Corporate Governance Report.
COMMITTEES AND THEIR MEETINGS:
- NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:
The Audit Committee duly met at regular intervals during the mentioned financial
year and in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. The details
regarding the meetings of Audit Committee and the attendance of the committee members in
the same is mentioned in Corporate Governance Report.
- NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION
COMMITTEE:
The Nomination and Remuneration Committee duly met at regular intervals during
the mentioned financial year and in respect of which meetings proper notices were given
and the proceedings were properly recorded and signed in the Minutes Book maintained for
the purpose. The details regarding the meetings of Nomination and Remuneration Committee
and the attendance of the committee members in the same is mentioned in Corporate
Governance Report.
- NUMBER OF MEETINGS OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder
relationship Committee duly met at regular intervals during the mentioned financial year
and in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. The details
regarding the meetings of stakeholder relationship Committee and the attendance of the
committee members in the same is mentioned in Corporate Governance Report.
INDEPENDENT DIRECTORS' MEETING:
The Board of Directors of the Company has constituted Independent Director's
Committee as per Companies Act, 2013.
The duties of the Independent Directors are as under:
- Evaluation of performance of Non-Independent Directors and the Board of Directors as a
whole,
- Evaluation of performance of the Chairman of the company, taking into account the views
of other Executive and Non-Executive Directors and
- Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary to effectively and reasonably perform its
duties. All the Independent Directors were present at the meetings of Independent
Directors.
The details regarding the meetings of Independent Directors and the attendance of the
committee members in the same is mentioned in Corporate Governance Report.
INDUSTRIAL RELATIONS:
The relations of the company with the laborers were cordial in nature.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING:
The company incorporates the accounting standards as and when issued by the
Institute of Chartered Accountants of India. The company complied with the Stock Exchange
and all the other legal requirements, if any applicable to the company concerning the
Financial Statements at the time of preparing of the Annual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management Discussion & Analysis Statement is part of this Annual Report.
DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI and National Stock Exchange Limited, the shares of
the Public Company must be under compulsory Demat form. The Company has established
connectivity with both the Depositories i.e. National Securities Depository Limited and
Central Depository Services (India) limited and the Demat activation number allotted to
the Company is ISIN: INE491V01019. Presently 99.96% 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
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Directors further state that no complaints regarding the sexual harassment were raised
during the year.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134(5) the board confirms and
submits the Director's Responsibility Statement:-
- In preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
- The Directors had 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 or loss of the company for that period;
- The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
- The Directors had prepared the annual accounts on a going concern basis; and
- 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.
- The Directors had devised proper system to ensure compliance with the provision of 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 or body corporate or has given any guarantees or provided security in connection
with loan to any other body corporate or person and acquire by way of subscription,
purchase or otherwise, the securities of any other body corporate, exceeding sixty percent
of its paid up capital, free reserves and securities premium account or one hundred
percent of its free reserves and
securities premium account, whichever is more and hence it is outside the 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
own performance, the directors individually, as well as, the evaluation of the working of
its Committees. The performance of the Board was evaluated by the board after seeking
feedback from all the directors on the basis of the parameters/criteria including the
matters stated in guidance notes issued by the Securities and Exchange Board of India,
such as, degree of fulfillment of key responsibility by the Board, Board Structures and
Composition, frequency of its meetings, establishment and delineation of responsibilities
to the Committees, effectiveness of Board processes, information and functioning, Board
culture and dynamics and, Quality of relationship between the Board and the Management.
The performance of the committees' viz. Audit Committee and Nomination & Remuneration
Committee was evaluated by the Board after seeking feedback from Committee members on the
basis of parameters/criteria such as degree of fulfillment of key responsibilities,
adequacy of committee composition, effectiveness of meetings, committee dynamics and,
quality of relationship of the committee with the Board and the Management. The directors
expressed their satisfaction with the evaluation process and outcome.
The performance of Chairman, Managing Director, Independent Directors and Non-
Executive Directors were evaluated based on inter alia leadership abilities, qualification
and experience, knowledge and competency, attendance record, intensity of participation at
meetings, quality of interventions and special contributions during the Board Meeting,
identification, monitoring and mitigation of significant corporate risks, etc. The
Independent Directors were additionally evaluated based on independence and their ability
of expressing independent views and judgment, etc. The performance evaluation of each of
the Independent Directors was carried out by the entire Board, excluding the Director
being evaluated.
The performance of Non- Independent Directors, including chairman was also evaluated by
the Independent Directors at the separate meeting held of Independent Directors of the
company. More details on the same are given in the Corporate Governance Report.
FRAUD:
No cases of fraud have been reported under Section 143(12) of the Companies
Act, 2013, during the period under review.
RISK MANAGEMENT SYSTEM:
As required under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended the Board has
developed and implemented a Risk Management Plan for the Company which identifies, assess,
monitor and mitigate various risks which may threaten the existence of the Company and
specifically covers cyber security.
ACKNOWLEDGMENT:
Your Directors wish to place on record their sincere appreciation to the
financial institutions, Company's bankers and customers, vendors and investors for their
continued support during the year.
Your directors are also pleased to record their appreciation for the dedication and
contribution made by employees at all levels who through their competence and hard work
have enabled your company to achieve good performance year after year and look forward to
their support in future as well.
Regd. Office: By Order of the Board
104, Raheja Plaza Premises Co-Op Soc. Ltd., For, Crown Lifters Limited Shah Industrial
Estate, Veera Desai Road,
Andheri [W], Mumbai - 400053, Maharashtra
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