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कार्नेक्स

बीएसई: 522001  |  NSE: N.A  |  ISIN: INE608B01010  |  Engineering - Heavy

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

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