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)
on 31/03/2023
on 31/03/2022
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:
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:
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:
Nandedkar
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:
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.
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;
This shall be deemed to be a disclosure as required under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014, as amended.
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.
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:
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:
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.
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: -
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:
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:-
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.
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.
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.
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:
Particulars
Through Crown Lifters Private Limited
Redemption Fine Imposed
Rs. 65,00,000
Rs. 26,00,000
Imposed total Penalty
Rs. 45,00,000
Rs. 68,74,773
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:
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.
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:
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.
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:
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.
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.
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:
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:-
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