To,
The Members,
Crown Lifters Limited,
Mumbai
The Board of Directors of your company presents 22nd (Twenty Second) Annual
Report of your company together with the Audited Financial Statements (Standalone) for the
period ended 31st March, 2024.
FINANCIAL RESULTS:
(In Rupees)
Particulars |
Current Year Ended on 31/03/2024 |
Previous Year Ended on 31/03/2023 |
Income from operations |
28,10,07,193 |
19,27,76,431 |
Other Income |
76,70,196 |
42,16,875 |
Total Income |
28,86,77,389 |
19,69,93,306 |
Depreciation & amortization |
6,88,64,007 |
2,64,16,769 |
Expenses other than Depreciation |
14,60,15,632 |
14,79,24,695 |
Exceptional Items |
3,979 |
80,35,663 |
Net Profit/(Loss) Before Tax |
7,38,01,729 |
3,06,87,505 |
Current Tax |
1,60,00,000 |
28,22,000 |
Prior period tax adjustments |
- |
- |
Deferred Tax |
27,24,624 |
(1,11,01,079) |
Profit/(Loss) After Tax |
5,50,77,105 |
3,89,66,584 |
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 2nd
November, 2023 has declared and paid interim dividend of Rs. 0.40/- per equity share
i.e. 4% of the face value of Rs. 10/- per share amounting to Rs. 10,41,000/- out of the
profits & reserves of the company to public category equity shareholders. The
promoters of the company have waived off/forgone their right to receive dividend for F.Y.
2023-24. The record date for the payment of dividend was fixed as 17th
November, 2023.
However, the board does not recommend any final dividend for the year 2023-24.
AUTHORISED AND PAID UP CAPITAL:
During the year under review, the authorized share capital of the company was increased
from 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 to Rs. 11,25,00,000 (Rupees
Eleven Crore Twenty Five Lakh only) divided into 1,12,50,000 (One Crore Twelve Lakh Fifty
Thousand) equity shares of Rs. 10 each vide ordinary resolution passed at the
extraordinary general meeting of the company held on 7th March, 2024.
Moreover, the Paid-up Share Capital of the company was also increased from 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 to
Rs. 11,22,33,440 (Rupees Eleven Crore Twenty Two Lakh Thirty Three Thousand Four Hundred
forty only) divided into 1,12,23,344 equity shares of Rs. 10 each vide circular resolution
dated 26th March, 2024 passed by Board of directors of the company.
PRESENT OPERATIONS AND FUTURE PROSPECTS:
During the year under review, the company has generated total revenue of Rs.
28,86,77,389/- as against Rs. 19,69,93,306 during the previous financial year. The net
profit after tax for the year under review has been Rs. 5,50,77,104 as against the net
profit of Rs. 3,89,66,584 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. 24,84,95,972 in the present financial year
as against the reserve and surplus of Rs. 10,72,05,986 during the previous financial year.
CHANGE/ADDITION IN MAIN OBJECT BY ALTERATION OF MOA:
During the year under review, the following object was inserted in the ancillary object
clause by passing a special resolution in the Extra Ordinary general meeting of
shareholders 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.
RECLASSIFICATION OF PROMOTER SHAREHOLDERS OF THE COMPANY:
During the year under review, the company had received request from Mr. Siraj Virji
Jaria, promoter shareholder of the company to reclassify him as public shareholder of the
company as he was 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 4th April, 2023 and 27th May, 2023
respectively. Thereafter, the company submitted the application to NSE along with the
requisite documents.
The application was the approved by the Exchange on 17th July, 2023
reclassifying Mr. Siraj Virji Jaria as public shareholder of the company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
I. CHANGE IN DIRECTORS:
During the year under review, there was no change in directors 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 |
Smt. Payal Pravin Madhani |
4. Independent Non Executive Director |
Shri. Sanjay Dayal |
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 |
II. 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 of directors, based on the 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.
III. RE-APPOINTMENT OF INDEPENDENT DIRECTORS:
Ms. Payal Pravin Madhani and Mr. Sanjay Dayal are eligible for re-appointment for their
second term to act as a Non-Executive Independent Director of the Company and declaration
of independence is received from them. Their re-appointment is proposed to the members at
the ensuing Annual General Meeting of the company.
IV. 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;
1. Ms. Payal Pravin Madhani
2. Mr. Sanjay Dayal
3. Mr. Amit Bhalchandra Nandedkar
4. Mr. Divakar Hebbar Kapoli
This shall be deemed to be a disclosure as required under Rule 8 (5) (iiia) of the
Companies (Accounts) Rules, 2014, as amended.
V. COMPANY SECRETARY & COMPLIANCE OFFICER:
Mrs. Priyanka Sanatkumar Shastri, Company Secretary holding requisite qualification
from the Institute of Company Secretaries of India, having Membership No. A-29506 was
working as Company Secretary (KMP) & Compliance Officer of the company and she has
resigned from the said post w.e.f. 31st July, 2024. The company is in search of
new Compliance officer & Company Secretary in her place.
VI. 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 company has inserted object in ancillary object clause of Memorandum of
Association vide special resolution passed on 27th May, 2023 as mentioned
above.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:
In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the
Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy,
technology absorption and foreign exchange earnings and outgo for the year ended March 31,
2024, are to be given by the Company as a part of the Boards Report. Your Company strives
to achieve the optimum utilization of resources by innovative techniques and processes and
further reducing wastage.
CONSERVATION OF ENERGY:
All the servicing/job work facilities continued their efforts to reduce the specific
energy consumption. Specific and total energy consumption is tracked at individual block
level and also at consolidated servicing level. Apart from regular practices and measures
for energy conservation, many new initiatives were driven across the units. Some of them
are mentioned below:-
LED Lights in office in place of CFL in offices.
Encouraging Go Green Initiatives.
Use of Natural Ventilation.
Switch off electrical appliances, whenever not required.
Efforts have been made by Company to reduce or optimize the energy requirements at all
the plants. Company encourages capital investment in energy saving equipment, plants or
machinery. No significant investments were incurred during the year.
The Company being a service provider, there is no expenditure incurred on research and
development during the year under review. Moreover, during the year, the company has no
Foreign Exchange earnings and no foreign exchange outgo during the year.
DISCLOSURES:
I. 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.
II. 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: - i) 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:
No material changes occurred which affect the financial position of the company between
the end of the financial year of the company to which financial statements relate and date
of the report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year, no material orders are passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.
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. 2023-24, the company is not required
to transfer any fund to Investors Education and Protection Fund.
However during the year 2024-25, the company is required to transfer unclaimed/ unpaid
dividend amounting to Rs. 4000/- 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
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:
I. 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, 2024. The notes of
accounts referred to in the auditors' report are self explanatory and therefore do not
require any further comments.
II. 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, 2024. 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 selfexplanatory 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. Mehul Mehta, Chartered Accountant together with the Statutory Auditor of the
company M/s. Shiv Pawan & Company acts as internal auditor of the company and
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review, the company was outside the purview of Section 135 of
Companies Act, 2013 related to Corporate Social Responsibility and hence it was not
required to spend for CSR Activities.
However, as per the provisions of Section 135, Corporate Social Responsibility (CSR) is
applicable for the financial year 2024-25 as the profit before tax exceeds Rs. Five crore
during the immediately preceding financial year i.e. F.Y. 2023-24. In the year 2024-25,
the company is required to spend Rs. 7,68,652 (as a 2% of Avg. Net profit before tax for
the years 2021-22, 2022-23 and 2023-24) for the 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:
i. 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
noncompliance 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.
ii. 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:
1. Evaluation of performance of Non-Independent Directors and the Board of Directors as
a whole,
2. Evaluation of performance of the Chairman of the company, taking into account the
views of other Executive and Non-Executive Directors and
3. 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:-
a) In preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) 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;
c) 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;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) 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.
f) 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 NonExecutive
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., Shah Industrial Estate,
Veera Desai Road, Andheri [W], Mumbai - 400053, Maharashtra |
For, Crown Lifters Limited |
Sd/- |
Sd/- |
KARIM K. JARIA |
NIZAR N. RAJWANI |
Chairman and Managing Director |
Director & CFO |
DIN:00200320 |
DIN:03312143 |
Date: 23/08/2024 Place: Mumbai
|