Mar 31, 2024
The directors submit the 16th annual report of Crane Infrastructure Limited along with the audited financial
statements for the financial year ended March 31, 2024.
|
PARTICULARS |
2023-24 (Rs. in lacs) |
2022-23 (Rs. in lacs) |
|
Revenue from Operations & Other Income |
355.39 |
106.58 |
|
Profit/(Loss) Before Interest & Depreciation |
200.29 |
65.06 |
|
Interest |
- |
- |
|
Depreciation |
13.16 |
13.14 |
|
Profit before exceptional and extraordinary items |
187.13 |
52.46 |
|
Profit/ (Loss) before Tax |
187.13 |
52.16 |
|
Income Tax-(Current Tax) |
42.16 |
13.26 |
|
Profit (Loss) after Taxation |
144.97 |
39.20 |
|
EPS-Basic |
2.00 |
0.54 |
|
EPS-Diluted |
2.00 |
0.54 |
The management wants that the profits earned
during the financial year will be retained and
redeployed for the operations of the Company. As
the Company needs further funds to enhance its
business operations, upgrade the efficiency. No
dividend is being recommended by the Directors
for the Financial Year 2023-24.
The Company proposes to retain an amount of
Rs. 144.97 lakhs in the profit and loss account.
The paid up Equity Share Capital as on 31st
March, 2024 was Rs. 7,24,20,000. The Company
has not issued shares with differential voting rights
nor granted stock options nor sweat equity.
During the Year under review revenue from
operations for the financial year 2023-24 was
353.11 and for the previous financial year 2022¬
23 it was Rs.102.94 lakhs and it was increased by
243 % over the previous financial year due to sale
of the land inventory. Profit Before tax (PBT) for
the financial year 2023-24 was Rs.187.13 Lakhs
and for the previous financial year 2022-23 it was
52.46, it was increased by 256.7 % over last year
Profit After tax (PAT) for the financial year 2023¬
24 was Rs.144.97 Lakhs and it was 39.20 for the
previous financial year 2022-23,it was increased
by 269.82 % over the last year.
The real estate is the second largest employer after
agriculture and is slated to grow at 30% over the
next decade. The real estate sector comprises of
four sub sectors - housing, retail, hospitality, and
commercial. The growth of this sector is well
complemented by the growth of the corporate
environment and the demand for office space as
well as urban and semi-urban accommodations.
The construction industry ranks third among the
14 major sectors in terms of direct, indirect and
induced effects in all sectors of the economy. The
global warehousing and storage industry has
witnessed significant growth during the last five
years. The Indian warehousing industry is set to
grow at a CAGR of 8%â10% and modern
warehousing at 25%- 30% over the next 5 years
due to various factors including the anticipated
increase in global demand, growth in organized
retail and increasing manufacturing activities,
presence of extremely affordable and desirable e-
commerce options and growth in international
trade. The Government of India along with the
governments of the respective states have taken
several initiatives to encourage the development
in the sector. The Smart City Project, where there
is a plan to build 100 smart cities, is a prime
opportunity for the real estate companies. While
Goods and Services Tax (GST) continues to
remain in a state where several loose ends still
need to be tied up, logistics companies - both
domestic and global, are not just bullish about the
sector but are actively making investment plans
for the coming fiscals as well. It may increase the
demand of hi-tech large modern Warehouses,
Logistics Parks etc. As India awaits policy reforms
to pick up speed, your Company firmly believes
that the demand for Real Estate & Warehousing
in India should remain strong in the medium to
long term.
A detailed Management Discussion and Analysis
forms part of this annual report, which is attached
to this Report in Annexure II
Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31,
2024 is available on the companyâs website on
https://craneinfrastructure.com
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 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 of the Company
for that period;
iii. The directors had 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. The directors had prepared the annual accounts
on a going concern basis;
v. The directors had laid down internal financial
controls to be followed by the Company and such
internal financial controls are adequate and
operating effectively.
vi. The directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
I. Re appointment of Mr.CH.V.S.S Kishore
Kumar (DIN: 01823606), whose office was liable
to retire by rotation at annual general meeting of
the company:
Mr.CH.V.S.S Kishore Kumar (DIN:
01823 606),director liable to retire by rotation
under the Articles of Association of the Company,
in 15th Annual General Meeting and being eligible,
offer himself for reappointment as Director. The
Shareholders approved his re-appointment as a
Director of the company at 15th Annual General
Meeting of the company held on 15.09.2023.
Sri Venkata Satya Lakshmi Kantha Rao.G (DIN:
01846224),director liable to retire by rotation in
ensuing Annual General Meeting being eligible,
offer himself for reappointment as a Director. The
Board recommends his re-appointment.
Subject to approval of shareholders at this ensuing
Annual General Meeting of the company, as per
the recommendation of the Nomination and
Remuneration Committee the Board has proposed
to appoint Sri Ragav Kaliappan (Din: 02185155)
as a Non-Executive independent Director of the
company for a period of five years w.e.f
29.08.2024 for the first term. The Board have
opinion that it is very much beneficial to the
company and therefore it is desirable to appoint
and avail his services as an Independent Director.
Accordingly, it is proposed to appoint Sri Ragav
Kaliappan (Din: 02185155) as a Non-Executive
Independent Director of the Company, not liable
to retire by rotation and to hold office with effect
from 29-08-2024 to 28-08-2029 for the first term
of 5 (five) consecutive years on the Board of the
Company.
During the Financial year 2023-24 Four meetings
of the board were held on the following dates:
29-05-2023, 14-08-2023, 14-11-2023 and 12-02¬
2024 with a gap between not exceeding the period
of 120 days between any of the two meetings as
prescribed under the Act and all the members were
present at the above meetings, so the necessary
quorum was present for all the meetings.
Board evaluation
The board of directors has carried out an annual
evaluation of its own performance, Board
committees and Individual directors pursuant to
the provisions of the Act and the corporate
governance requirements as prescribed by
Securities and Exchange Board of India (âSEBIâ)
under regulation 27 of the SEBI(LODR)
Regulations 2015.The performance of the Board
was evaluated by the Board after seeking inputs
from all the directors on the basis of the criteria
such as the Board composition and structure,
effectiveness of board processes, information and
functioning, etc. The performance of the
committees was evaluated by the board after
seeking inputs from the committee members on
the basis of the criteria such as the composition
of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration
Committee reviewed the performance of the
individual directors on the basis of the criteria such
as the contribution of the individual director to
the Board and committee meetings like
preparedness on the issues to be discussed,
meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman
was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors,
performance of non-independent directors,
performance of the board as a whole and
performance of the Chairman was evaluated,
taking into account the views of executive
directors and non-executive directors. The same
was discussed in the board meeting that followed
the meeting of the independent Directors, at which
the performance of the Board, its committees and
individual directors was also discussed.
vi. During the year two separate meetings of the
independent directors were held on 29-05-2022,
and 12-02-2024 inter-alia to review the
performance of non-independent directors and the
board as a whole.
vii. The Board periodically reviews compliance
reports of all laws applicable to the Company,
prepared by the Company.
Relationships between directors inter-se Except
the Two Independent Directors all the other
directors of the company are having relationship
with each other. i.e relatives.
i. Observations of Board evaluation carried out
for the year: Nil
ii. Previous Years observations and actions taken:
Nil
iii. Proposed actions based current year
Observations: Nil
Policy on directorsâ appointment and
remuneration and other details
The current policy is to have an appropriate mix
of executive and independent directors to maintain
the independence of the Board, and separate its
functions of governance and management. As on
March 31, 2023, the Board consists of seven
members, three of them are independent directors.
The Board periodically evaluates the need for
change in its composition and size.
The policy of the Company on directorsâ
appointment and remuneration, including criteria
for determining qualifications, positive attributes,
independence of a director and other matters
provided under Sub-section (3) of section 178 of
the Companies Act, 2013, adopted by the Board
is recommended by the Nomination and
Remuneration Committee. We affirm that the
remuneration paid to the directors is as per the
terms laid out in the nomination and remuneration
policy of the Company.
The Terms of Reference of this committee cover
the matters specified for Audit Committee under
Section 177 of the Companies Act,
2013SEBI(LODR) Regulations 2015 and as
follows:
a. Oversight of the Companyâs financial
reporting process and the disclosure of its
financial information to ensure that the
financial statement is correct, sufficient
and credible.
b. Recommending the appointment and
removal of external auditor, fixation of
audit fee and also approval for payment
for any other services.
c. Reviewing with management the annual
financial statements before submission to
the Board, focusing primarily on:
> Any changes in accounting policies
and practices
> Major accounting entries based on
exercise of judgment by management
> Qualifications in draft Auditors â Report
> Significant adjustments arising out of
audit
> The going concern assumption
> Compliance with stock exchange and
legal requirements concerning
financial statements
> Any related party transactions i.e.
transactions of the company of
material nature, with promoters or the
management, their subsidiaries or
relatives etc., that may have potential
conflict with the interests of the
Company at large.
d. Reviewing the adequacy of internal audit
function, including the structure of the
internal audit department, staffing and
seniority of the official heading the
department, reporting structure coverage
and frequency of internal audit.
e. Discussion with internal auditors of any
significant findings and follow up there
on.
f. Reviewing the findings of any internal
investigations by the internal auditors into
matters where is suspected fraud or
irregularity or a failure of internal control
systems of a material nature and reporting
the matter to the board
g. Discussion with external auditors, before
the audit commences, the nature and
scope of audit as well as have post audit
discussion to ascertain any area of
concern.
h. Reviewing the Companyâs financial and
risk management policies.
i. Reviewing with the management, external
and internal auditors, and the adequacy
of internal control systems.
j. Other matters as assigned/specified by the
Board from time to time.
k. The scope of the Audit Committee also
includes matters which are set out in SEBI
(LODR) Regulations 2015, read with
Section 177 of the Companies Act, 2013
and the rules made there under, as
amended from time to time.
The Audit Committee comprises of total
three Non-Executive Directors in which two
are Independent Directors and one director
is non executive non independent director
(woman director).
1. Mr.Venkata Nageswara Rao.K (Chairman)
2. Mr. Santhi Kumar.N -Member
3. Mrs.M. Himaja- Member
The details of meetings and attendance of its
members are given below:
|
Name |
Category |
Number of |
|
|
Held |
Attended |
||
|
Mr.Venkata Nageswara Rao.K (Chairman) |
I & NED |
4 |
4 |
|
Mr. Santhi |
I & NED |
4 |
4 |
|
M.Himaja (Member) |
NED |
4 |
4 |
Four Audit committee meetings were held during
the year and the gap between two meetings had
not exceeded 120 days. The dates on which the
said meetings were held on 29-05-2023, 14-08¬
2023, 14-11-2023 and 12-02-2024.The necessary
quorum was present for all the meetings
The Company had constituted the Nomination and
Remuneration Committee under Section 178 of
the Companies Act, 2013
The broad terms of reference are to determine and
recommend to Board, Compensation payable to
Executive Directors, appraisal of the performance
of the Managing Directors / Whole-time Directors
and to determine and advise the Board for the
payment of annual commission/compensation to
the Non-Executive Director and to recommend to
the Board appointment/ reappointment and
removal of Directors. To frame criteria for
determining qualifications, positive attributes and
Independence of Directors and to create an
evaluation framework for Independent Directors
and the Board. The scope of the Committee also
includes matters which are set out in SEBI
(LODR) Regulations 2015 and the rules made
there under, as amended from time to time
The Nomination and Remuneration Committee
comprises of total three Non-Executive Directors
in which two are Independent Directors and one
director is non executive non independent director
(woman director).
1. Mr.Venkata Nageswara Rao.K (Chairman)
2. Mr. Santhi Kumar.N -Member
3. Mrs.M. Himaja- Member
The details of meetings and attendance of its
members are given below:
|
Name |
Category |
Number of |
|
|
Held |
Attended |
||
|
Mr.Venkata Nageswara Rao.K (Chairman) |
I & NED |
4 |
4 |
|
Mr. Santhi |
I & NED |
4 |
4 |
|
M.Himaja (Member) |
NED |
4 |
4 |
Four Nomination and remuneration committee
meetings were held during the year and the gap
between two meetings had not exceeded 120 days.
The dates on which the said meetings were held
on 29-05-2023, 14-08-2023, 14-11-2023 and
12-02-2024.The necessary quorum was present
for all the meetings.
The Board has based on recommendations of the
Nomination and Remuneration Committee, laid
down following policies:
1. Policy for Determining Qualifications, Positive
Attributes and Independence of a Director
2. Policy for Board & Independent Directorsâ
Evaluation
Based on the criteria laid down in the Policy for
evaluation of Board and Independent Directors,
the Board carried out the annual performance
evaluation of Board Committees and the
Independent Directors, whereas at a separate
meeting, Independent Directors evaluated the
performance of Executive Directors, Board as a
whole and of the Chairman. Nomination and
Remuneration Committee also evaluated
individual directorsâ performance.
i) As per the said Policy, evaluation criteria for
evaluation Board inter alia covers: Composition
in light of business complexities and statutory
requirements; establishment of vision, mission,
objectives and values for the Company; laying
down strategic road map for the Company &
annual plans; growth attained by the Company;
providing leadership and directions to the
Company and employees; effectiveness in
ensuring statutory compliances and discharging
its duties / responsibilities towards all
stakeholders; Identification, monitoring &
mitigation of significant corporate risks;
composition of various committees, laying down
terms of reference and reviewing committeeâs
working etc.
ii) Performance evaluation criteria for Executive
Directors inter alia include: level of skill,
knowledge and core competence; performance and
achievement vis-a-vis budget and operating plans;
Effectiveness towards ensuring statutory
compliances; discharging duties/responsibilities
towards all stakeholders; reviewing/monitoring
Executive management performance, adherence
to ethical standards of integrity & probity;
employment of strategic perception and business
acumen in critical matters etc.
iii) Performance of Independent Directors is
evaluated based on: objectivity & constructively
while exercising duties; providing independent
judgment on strategy, performance, risk
management and Boardâs deliberations; devotion
of sufficient time for informed decision making;
exercising duties in bona fide manner;
safeguarding interests of all stakeholders,
particularly minority shareholders; upholding
ethical standards of integrity & probity; updating
knowledge of the Company & its external
environment etc
iv) Committees of the Board are evaluated for their
performance based on: effectiveness in
discharging duties and functions conferred; setting
up and implementation of various policies,
procedures and plans, effective use of
Committeeâs powers as per terms of reference,
periodicity of meetings, attendance and
participation of committee members; providing
strategic guidance to the Board on various matters
coming under committeeâs purview etc
The Committee has formulated Policy for
Remuneration of Directors, KMP & other
employees. As per the Policy, remuneration to
Non-executive Independent Directors includes:
a. Sitting Fees for attending meetings of the
Board as well as Committees of the Board,
as decided by the Board within the limits
prescribed under the Companies Act.
b. Travelling and other expenses they incur for
attending to the Companyâs affairs, including
attending Committee and Board Meetings of
the Company.
The appointment and remuneration of Executive
Directors including Managing Director, Joint
Managing Director and Whole Time Director is
governed by the recommendation of the
Remuneration and Nomination Committee,
resolutions passed by the Board of Directors and
Shareholders of the Company. The remuneration
package of Managing Director, Joint Managing
Director and Whole Time Director comprises of
salary, perquisites, allowances and other
retirement benefits as approved by the
shareholders at the General Meetings of the
Company.
The Non-Executive Directors are paid
remuneration by way of Sitting Fees. The Non
Executive Directors are paid sitting fees for each
meeting of the Board and Committee of Directors
attended by them.
The Company has a stakeholdersâ relationship
committee of directors to look into the redressal
of complaints of investors.
i. The stakeholderâs relationship committee
of the Company is constituted in line with
the provisions of read with Section 178 of
the Companies Act and Regulation 20 of
the SEBI (LODR) Regulations 2015.
The Committee comprises of total three Non¬
Executive Directors in which two are Independent
Directors and one director is non-executive non
independent director (woman director).
The committee comprises as follows:
1. Mr.Venkata Nageswara Rao.K (Chairman)
2. Mr. Santhi Kumar.N -Member
3. Mrs.M. Himaja- Member
The details of meetings and attendance of its
members are given below:
|
Name |
Category |
Number of |
|
|
Held |
Attended |
||
|
Mr.Venkata Nageswara Rao.K (Chairman) |
I & NED |
4 |
4 |
|
Mr. Santhi |
I & NED |
4 |
4 |
|
M.Himaja |
NED |
4 |
4 |
Eight Stake Holders Relationship Committee
meetings were held during the year and the gap
between two meetings had not exceeded 120 days.
The dates on which the said meetings were held
on 29-05-2023,14-08-2023,14-11-2023,27-11¬
2023,12-02-2024,16-02-2024,28-02-2024, and
20-03-2024. The necessary quorum was present
for all the meetings.
The information required under Section 197 of
the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below
a. The ratio of the remuneration of each director
to the median remuneration of the employees of
the Company for the financial year: NIL
During the financial year 2023-24 The Company
has not paid any remuneration to Non- Executive
Directors
b. The percentage increase in remuneration of each
director, chief executive officer, chief financial
officer, company secretary in the financial year:
8.69%
c. The percentage increase in the median
remuneration of employees in the financial year:
Nil
d. The number of permanent employees on the
rolls of Company: 1
e. Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its
comparison with the percentile increase in the
managerial remuneration and justification thereof
and point out if there are any exceptional
circumstances for increase in the managerial
remuneration: Nil
Revenue Rs.355.39 Lakhs
Remuneration of KMPs as a percentage of
revenue: 0.84%
f. Variations in the market capitalization of the
Company, price earnings ratio as at the closing
date of the current financial year and previous
financial year:
|
Particulars |
March 31, |
March 31, |
% Change |
|
Market Capitalization |
14,69,40 180 |
8,87,86 920 |
65.49 |
|
Price Earnings Ratio |
10.14 |
22.7 |
(55.33) |
Increase in the managerial remuneration for the
year was: 8.69%
There were no exceptional circumstances for
increase in the managerial remuneration
g. Comparison of each remuneration of the key
managerial personnel against the Performance of
the Company:
h. Affirmation that the remuneration is as per the
remuneration policy of the Company:
The Company affirms remuneration is as per the
remuneration policy of the Company.
i. The statement containing particulars of
employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014: NA
Statement on Declaration Given By
Independent Directors:
In terms with Section 149 (7) of the Companies
Act, 2013, All the Independent Directors of the
Company have declared that they meet the criteria
of Independence in terms of Section 149(6) of the
Companies Act, 2013 and SEBI (LODR)
regulations, 2015. Hence that there is no change
in status of Independence.
It is confirmed that Independent Directors have
complied with the Code for Independent Directors
prescribed in Schedule IV to the Act web link
|
Remuneration in FY |
3.00Lakhs |
|
2023-24 |
|
|
Revenue |
Rs.355.39 Lakhs |
|
Remuneration |
0.84 |
|
(% of Revenue) |
|
|
Profit before Tax |
Rs. 187.13 Lakhs |
|
Remuneration |
1.60 |
|
(as % of PBT) |
where details of familiarisation programmes
imparted to independent directors is disclosed:
https://craneinfrastructure.com
Meetings of the Independent Directors
During the year under review, two meetings of
independent directors were held on 29-05-2023,
and 12-02-2024 in compliance with the
requirements of schedule IV of the companies act,
2013.The Independent Directors at the meeting,
inter alia, reviewed the Performance of Non¬
Independent Directors and Board as a whole.
Performance of the Chairperson of the Company,
taking into account the views of Managing
Director and Non-Executive Directors and
Assessed the quality, quantity and timeliness of
flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.
Auditors
Pursuant to the provisions of Section 139 of the
Act and the rules framed there under M/s.
Pundarikakshyam & Associates (ICAI
Registration No.0011330S)., Chartered
Accountants, as statutory auditors of the company
for a period of five consecutive years from the
conclusion of 13th annual general meeting of the
company held on 3 0-09-2021 ,till the conclusion
of 18th annual general meeting to be held in the
year 2026,for this the share holders of the
company had given their consent by way ordinary
resolution in the annual general meeting held on
30-09-2021.
In accordance with the Companies Amendment
Act, 2017, enforced on 7th May, 2018 by the
Ministry of Corporate Affairs, the appointment of
Statutory Auditors is not required to be ratified at
every Annual General Meeting. The Report given
by the Auditors on the financial statement of the
Company is part of this Report.
Auditors report
There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors
in their Report. Auditors report is given as an
Annexure- V which forms part of this report.
The statutory auditors of the company have not
reported any fraud as specified under the second
provision of section 143(12) of the companies act
2013 (including any statutory modification(S) or
re-enactment(S) for the time being in force.
Secretarial Auditors
Pursuant to provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. K.
Srinivasa Rao& Nagaraju Associates; Company
Secretaries in Practice, Vijayawada has conducted
the Secretarial Audit of the Company for the
financial year ended March 31, 2024.
The detailed reports on the Secretarial Audit in
Form MR- 3 are appended as an Annexure VI to
this Report. There were no qualifications,
reservations or adverse remarks given by
Secretarial Auditors of the Company. Except the
following:
The Company has disclosed the Audited
Financial Results For The 4Th Quarter Period/
Financial Year Period Ended On 31-03-2023
for the F.Y2022-23 to the stock exchange with
delay of 2minutes and The Company has
disclosed the un Audited Financial Results For
The 1St Quarter Period Ended On 30-06-2023
For The F.Y 2023-24 to the stock exchange
with delay of 8 minutes.
Clarifications if any on Secretarial Audit report
or annual secretarial compliance report:
Quarter Period/Financial Year Period Ended
On 31-03-2023 for the F.Y2022-23 to the stock
exchange with delay of 2minutes on the 29-05¬
2023 was not intentional and the reason for
delay was happened due to the major
electrification works were being carried out by
the electricity department on the day of board
meeting and also due to the delay of OTPâs to
the mobile as well as Email from BSE to file
the same and also the delay in disclosing the
un Audited Financial Results For The 1St
Quarter Period Ended On 30-06-2023 For The
F.Y 2023-24 to the stock exchange with delay
of 8 minutes on the 14-08-2023 was due to the
delay of OTPâs to the mobile as well as Email
from BSE to file the same and it is bring to
your notice that the all the reasons were
conveyed to the exchange.
Cost Audit is not applicable to the Company for
the Financial Year 2023-24.
The Board of the Company has formed a risk
management committee to frame, implement and
monitor the risk management plan for the
Company. The committee is responsible for
reviewing the risk management plan and ensuring
its effectiveness. The audit committee has
additional oversight in the area of financial risks
and controls. Major risks identified by the
businesses and functions are systematically
addressed through mitigating actions on a
continuing basis. The development and
implementation of risk management policy has
been covered in the management discussion and
analysis, which forms part of this report.
There were no loans, guarantees and investments
made during the financial year.
None of the transactions with related parties falls
under the scope of Section 188(1) of the Act.
Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
rule 8(2) of the Companies(Accounts) Rules, 2014
are given in Annexure I in Form AOC-2 and the
same forms part of this report.
Corporate social responsibility
Your Directors are pleased to inform that the
provisions of section 135 of the Act, read with
Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to the
Company.
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.
During the year the company has not received any
un- secured loans from the directors.
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 Companyâs internal
financial controls were adequate and effective
during the financial year 2023-24.
Conservation of energy, technology absorption,
foreign exchange earnings and outgo
Conservation of energy:
CIL continues to work on reducing carbon
footprint in all its areas of operations through
initiatives like
(a) green infrastructure
(b) Procurement of renewable energy through
onsite solar power generating units. CIL continues
to add LEED certified green buildings to its real
estate portfolio, but during the year no
Procurement of renewable energy through onsite
solar power generating units were made.
The Company endeavourâs to adopt the using of
latest technologies for improving the productivity
and quality of its services, but during the year no
new technology absorption, adaption and
innovation was made.
Foreign exchange earnings and outgo Export in
financial year 2023-24: Nil
Material changes and commitments, if any,
affecting the financial position of the company
which have 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 and commitments affecting
the financial position of the Company occurred
between the end of the financial year to which
this financial statements relate on the date of this
report.
Significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern status of the company.
There are no significant and material orders passed
by the Regulators or Courts or Tribunals which
would impact the going concern status of the
Company
Your directors confirm that the company has
adopted a policy regarding the prevention of
sexual harassment of women at work place and
has constituted Internal Complaints Committees
(ICC) asper the requirement of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (âActâ) and
Rules made there under, your Company.
(i) number of complaints filed during the
financial year; Nil
(ii) number of complaints disposed of during the
financial year; Nil
(iii) number of complaints pending as at the end
of the financial year: Nil
Your Company treats its âhuman resourcesâ as one
of its most important assets. Your Company
continuously invests in attraction, retention and
development of talent on an ongoing basis. A
number of programs that provide focused people
attention are currently underway. Your Company
thrust is on the promotion of talent internally
through job rotation and job enlargement.
Your Directors are pleased to inform that as per
SEBI Amended Circular No. CIR/CFD/POLICY
CELL/7/2014 dated September 15, 2014,
compliance with the provisions of Corporate
Governance was not be mandatory for the
Company for the financial year 2023-24.
The company had set up vigil mechanism to enable
the employees and directors to report genuine
concerns and irregularities, if any in the company,
noticed by them. The Whistle Blower Policy/ vigil
mechanism (as amended) has been posted on the
Website of the Company (https://
craneinfrastructure.com) and also given as
Annexure III in this report.
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Details of Demat suspense account and unclaimed suspense account: Nil
The directors thank the Companyâs employees, customers, vendors, investors and academic institutions
for their Continuous support. The directors also thank the government of various countries, government
of India, the governments of various states in India and concerned government departments / agencies
for their co-operation. The directors appreciate and value the contributions made by every member of
the Crane Infrastructure Limited
For and on behalf of the board of
Crane Infrastructure Limited
^ Sd/- Sd/-
Place : Guntur
Date : 30.05.2024 (KPravân)
Independent Director Executive Director
(DIN: 01846243) (Din: 07143744)
Mar 31, 2015
The directors submit 7th annual report of Crane Infrastructure Limited
along with the audited financial statements for the financial year
ended March 31, 2015.
Financial Results :
Particulars 2014-15 2013-2014
(Rs.InLacs) (Rs.inLacs)
Revenue from 223.77 191.78
Operations & Other Income
Profit/(Loss) Before Interest 63.38 15.75
& Depreciation
Interest - -
Depreciation 10.33 15.75
Profit before exceptional 53.05 35.45
and extraordinary items
Profit/ (Loss) before Tax 53.05 35.45
Income Tax-(Current Tax) 16.79 10.10
Previous Year Tax - -
Deferred-tax (expenses)/ - -
Income
Profit (Loss) after Taxation 36.27 25.35
EPS-Basic 0.5 0.35
EPS-Diluted 0.5 0.35
Dividend :
The management believes that the profits earned during the financial
year must be retained and redeployed for the operations of the Company.
As the Company needs further funds to enhance its business operations,
upgrade the efficiency. No dividend is being recommended by the
Directors for the Financial Year 2014-15.
Transfer to reserves :
The Company proposes to be retained an amount of Rs. 2,684, 939 in the
profit and loss account.
SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2015 was Rs.
7,24,20,000. The Company not issued shares with differential voting
rights nor granted stock options nor sweat equity.
Company's performance :
During the Year under review revenue from operations for the financial
year 2014-15 at 223.77 lacs was higher by 17% over last year (191.78
lacs in 2013-14). Profit after tax (PAT) for the financial year 2014-15
at 36.27 Lacs was higher by 44 %over last year (25.35 Lacs in 2013-14)
Opportunities & Industry out Look :
India's infrastructure sector is poised to grow at 7-8% next year
following the forward looking plans and policies of the new government.
The strong mandate will stimulate economic growth, positive surge by
implementing desired policies, removal of barriers to foreign
investment and other initiatives being taken that will boost
infrastructure development and the out look for the sector appears
positive. The sector did lag behind due to delay in land acquisitions
and environment clearances. With strong government emphasis on
infrastructure development, the outlook sector appears to be quite
optimistic in 2015.
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.
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. 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 of
the Company for that period;
iii.the directors had 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. the directors had prepared the annual accounts on a going concern
basis;
v. the directors had laid down internal financial controls to be
followed by the Company and such internal financial controls are
adequate and operating effectively
vi. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Changes among Directors and key managerial personnel Appointment of
company Secretary During the year Mr. CS. V.S.Naga Raju Naramsetti
Appointed as Company Secretary of the company with effect from
01.01.2015
Resignation of Director:
Mr. G. Subba Rao resigned from the office of director due to his old
age and personal reasons.
Resignation of Managing Director :
Mr. G.V.S.L.Kantha Rao resigned from the office of Managing director
due to his personal reasons and he is continued as director of the
company.
Appointment of Executive Director :
During the year Mr. K.Praveen Appointed as an Additional Director and
he was also appointed as Executive director of the company on
30.03.2015.
Appointment of Woman Director :
During the year Mrs. Gradhi Himaja Appointed as an Additional Director
of the company on 30.03.2015.
Appointment of Chief Financial Officer :
Mr. Ch.V.S.S Kishore Kumar director of the company designated as chief
Financial Officer under section 203 of the companies Act 2013 with
effect from 30.03.2015 for a period of five years.
Retire by Rotation :
Mr. G.V.S.L. Kantha Rao, director liable to retire by rotation under
the Articles of Association of the Company in forth coming Annual
General Meeting and being eligible, offer himself for reappointment as
Director. The Board recommends his re appointment.
Number of meetings of the board :
Five meetings of the board were held during the financial year 2014-15
on 30.04.2014, 31.07.2014, 30.10.2014, 31.12.2014 and 30.03.2015, with
a gap between not exceeding the period of 120 days as prescribed under
the Act.
Board evaluation :
Pursuant to the Provisions of the Companies Act, 2013, the Board
evaluated its own performance and the working of its Committees and
Independent Directors.
Major implications under companies act, 2013 & listing agreement with
BSE :
As required by the Companies Act, 2013, and as Listing Agreement, your
Company has constituted following committees and their policies,
namely:
l Audit Committee
l Nomination and Remuneration Committee & Policy
l Reconstitute Stakeholder Relationship Committee
l Prevention of Insider Trading Policy.
All other changes as required by the Act have been in place and we
re-affirm our commitment to the highest level of Corporate Governance.
Policy on directors' appointment and remuneration and other details :
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on March 31,
2015, the Board consists of six members, two of whom are independent
directors. The Board periodically evaluates the need for change in its
composition and size.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Sub-section
(3) of section 178 of the Companies Act, 2013, adopted by the Board is
recommended by the Nomination and Remuneration Committee. We affirm
that the remuneration paid to the directors is as per the terms laid
out in the nomination and remuneration policy of the Company.
Nomination and Remuneration Committee :
(a) Terms of Reference
During the year the Company had constituted the Nomination and
Remuneration Committee under Section 178 of the Companies Act, 2013.
The broad terms of reference are to determine and recommend to Board,
Compensation payable to Executive Directors, appraisal of the
performance of the Managing Directors / Whole- time Directors and to
determine and advise the Board for the payment of annual
commission/compensation to the Non-Executive Director and to recommend
to the Board appointment/ reappointment and removal of Directors. To
frame criteria for determining qualifications, positive attributes and
Independence of Directors and to create an evaluation framework for
Independent Directors and the Board.
(b) Composition, Meetings and Attendance during the year
The Nomination and Remuneration Committee comprises of total three
Non-Executive Directors in which two are Independent Directors. During
the year one Meeting was on 31.03.2015 and all members are present at
that meeting.
The committee comprises as follows:
1. Mr. M.V.SubbaRao (Chairman)
2. P. Bhaskara Rao - Member
3. G. Himaja - Member
(c) Selection and Evaluation of Directors:
The Board has based on recommendations of the Nomination and
Remuneration Committee, laid down following policies:
1. Policy for Determining Qualifications, Positive Attributes and
Independence of a Director.
2. Policy for Board & Independent Directors' Evaluation.
(d) Performance Evaluation of Board, Committees and Directors :
Based on the criteria laid down in the Policy for evaluation of Board
and Independent Directors, the Board carried out the annual performance
evaluation of Board Committees and the Independent Directors, whereas
at a separate meeting, Independent Directors evaluated the performance
of Executive Directors, Board as a whole and of the Chairman.
Nomination and Remuneration Committee also evaluated individual
directors' performance.
i) As per the said Policy, evaluation criteria for evaluation Board
inter alia covers: Composition in light of business complexities and
statutory requirements; establishment of vision, mission, objectives
and values for the Company; laying down strategic road map for the
Company & annual plans; growth attained by the Company; providing
leadership and directions to the Company and employees; effectiveness
in ensuring statutory compliances and discharging its duties /
responsibilities towards all stakeholders; Identification, monitoring &
mitigation of significant corporate risks; composition of various
committees, laying down terms of reference and reviewing committee's
working etc.
ii) Performance evaluation criteria for Executive Directors inter alia
include: level of skill, knowledge and core competence; performance and
achievement vis-Ã -vis budget and operating plans; Effectiveness towards
ensuring statutory compliances; discharging duties/responsibilities
towards all stakeholders; reviewing/monitoring Executive management
performance, adherence to ethical standards of integrity & probity;
employment of strategic perception and business acumen in critical
matters etc.
iii) Performance of Independent Directors is evaluated based on:
objectivity & constructivity while exercising duties; providing
independent judgment on strategy, performance, risk management and
Board's deliberations; devotion of sufficient time for informed
decision making; exercising duties in bona fide manner; safeguarding
interests of all stakeholders, particularly minority shareholders;
upholding ethical standards of integrity & probity; updating knowledge
of the Company & its external environment etc
iv) Committees of the Board are evaluated for their performance based
on: effectiveness in discharging duties and functions conferred;
setting up and implementation of various policies, procedures and
plans, effective use of Committee's powers as per terms of reference,
periodicity of meetings, attendance and participation of committee
members; providing strategic guidance to the Board on various matters
coming under committee's purview etc
(e) Remuneration Policy for Directors:
The Committee has formulated Policy for Remuneration of Directors, KMP
& other employees. As per the Policy, remuneration to Non-executive
Independent Directors includes:
(a) Sitting Fees for attending meetings of the Board as well as
Committees of the Board as decided by the Board within the limits
prescribed under the Companies Act.
(b) Travelling and other expenses they incur for attending to the
Company's affairs, including attending Committee and Board Meetings of
the Company.
Remuneration to Executive Directors:
The appointment and remuneration of Executive Directors including
Managing Director, Joint Managing Director and Whole Time Director is
governed by the recommendation of the Remuneration and Nomination
Committee, resolutions passed by the Board of Directors and
Shareholders of the Company. The remuneration package of Managing
Director, Joint Managing Director and Whole Time Director comprises of
salary, perquisites, allowances and other retirement benefits as
approved by the shareholders at the General Meetings of the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of Sitting
Fees. The Non Executive Directors are paid sitting fees for each
meeting of the Board and Committee of Directors attended by them.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this Report in
Annexure -IV. The above information is not being sent along with this
Report to the Members of the Company as per the provision of Section
136 of the Companies Act, 2013. Members who are interested in obtaining
these particulars may write to the Managing Director at the Registered
Office of the Company. The aforesaid Annexure is also available for
inspection by Members at the Registered Office of the Company, 21 days
before the 7th Annual General Meeting and up to the date of the Annual
General Meeting during the business hours on working days.
There were no employees in the Company as per Rule 5(2) of Chapter
XIII, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Statement On Declaration Given By Independent Directors:
During the year under review, one meeting of independent directors was
held on 30th march, 2015 in compliance with the requirements of
schedule iv of the companies act, 2013.All the independent directors of
the company have declared that they meet the criteria of independence
in terms of section 149(6) of the companies act, 2013 and that there is
no change in status of independence
Auditors :
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, Umamaheswara Rao & Co., Chartered
Accountants,Guntur, retiring auditors are eligible for re appointment
as Statutory Auditors of the company for the financial year 2015-16.
Auditors' report and secretarial auditors' report :
The auditors' report and secretarial auditors' report does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure which forms part of this
report.
SECRETARIAL AUDITORS:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s. K. Srinivasa Rao & Co, Company Secretaries, Guntur to conduct the
Secretarial Audit of the Company for the financial year ended March
31st, 2015. There were no qualifications, reservations or adverse
remarks given by Secretarial Auditors of the Company. The detailed
reports on the Secretarial Standards and Secretarial Audit in Form MR-
3 are appended as an Annexure III to this Report.
Risk management :
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The development and
implementation of risk management policy has been covered in the
management discussion and analysis, which forms part of this report.
Particulars of loans, guarantees and investments :
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
Transactions with related parties
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies(Accounts) Rules, 2014 are given in Annexure II in Form
AOC-2 and the same forms part of this report.
Corporate social responsibility
Your Directors are pleased to inform that the provisions of section 135
of the Act, read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to the Company.
Audit committee
A. Brief description of terms of reference
The Terms of Reference of this committee cover the matters specified
for Audit Committee under Section 177 of the Companies Act, 2013, and
as follows:
a. Oversight of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible.
b. Recommending the appointment and removal of external auditor,
fixation of audit fee and also approval for payment for any other
services.
c. Reviewing with management the annual financial statements before
submission to the Board, focusing primarily on:
- Any changes in accounting policies and practices
- Major accounting entries based on exercise of judgment by management
- Qualifications in draft Auditors' Report
- Significant adjustments arising out of audit
- The going concern assumption
- Compliance with stock exchange and legal requirements concerning
financial statements
- Any related party transactions i.e. transactions of the company of
material nature, with promoters or the management, their subsidiaries
or relatives etc., that may have potential conflict with the interests
of the Company at large.
d. Reviewing the adequacy of internal audit function, including the
structure of the internal audit department, staffing and seniority of
the official heading the department, reporting structure coverage and
frequency of internal audit.
e. Discussion with internal auditors of any significant findings and
follow up there on.
f. Reviewing the findings of any internal investigations by the
internal auditors into matters where is suspected fraud or irregularity
or a failure of internal control systems of a material nature and
reporting the matter to the board
g. Discussion with external auditors, before the audit commences, the
nature and scope of audit as well as have post audit discussion to
ascertain any area of concern.
h. Reviewing the Company's financial and risk management policies.
i. Reviewing with the management, external and internal auditors, and
the adequacy of internal control systems.
j. Other matters as assigned/specified by the Board from time to time.
B. Composition, Meetings and Attendance during the year :
During the year, the Audit Committee was constituted under Section 177
of the Companies Act, 2013 and its meetings and attendance shall be as
per the terms of reference as on 31st March, 2015.
The Audit Committee comprises of Two Independent cum Non-Executive
Directors and One Non- Executive Director (Woman Director). The
committee comprises as follows:
1. Mr. P.Bhaskara Rao (Chairman)
2. Mr. M.V.Subba Rao (Member)
3. Mrs. G.Himaja (Member)
Stakeholders' relationship committee :
The Company had a shareholders / investors grievance committee of
directors to look into the redressal of complaints of investors such as
transfer or credit of shares, non-receipt of dividend /notices / annual
reports, etc. The nomenclature of the said committee was changed to
stakeholders' relationship committee in the light of provisions of the
Act.
The composition of the Stakeholders' Relationship Committee and the
details of meetings attended by its members are given below As on
31.03.2015 the Stakeholders' relationship Committee comprises of One
Independent cum Non-Executive Director, P.Bhaskara Rao (appointed with
effect W.e.f. 30.03.2015) and One Non- Executive Director, G.Himaja
(appointed with effect W.e.f. 30.03.2015) and One Non Executive
Director (Mr.G.V.S.L.Kantha Rao) during the year Mr. G. Subba Rao
resigned as Member of the committee w.e.f. 30.03.2015.
Two meetings of the stakeholders' relationship committee was held
during the Year on 31st December 2014 and 30th March, 2015.
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.
Internal financial control systems and their adequacy :
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.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo
Conservation of energy :
CIL continues to work on reducing carbon footprint in all its areas of
operations through initiatives like
(a) green infrastructure,
(b)Procurement of renewable energy through onsite solar power
generating units. CIL continues to add LEED certified green buildings
to its real estate portfolio.
Technology absorption, adaption and innovation :
The Company continues to use the latest technologies for improving the
productivity and quality of its services.
Foreign exchange earnings and outgo :
Your Company does not have foreign exchange earnings and outgo Export
in financial year 2014-15.
Material changes and commitments, if any, affecting the financial
position of the company which have 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 and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status of the company.
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
Prevention of Sexual Harassment Of Women At Workplace:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
there under, your Company has constituted Internal Complaints
Committees (ICC).The Company. No complaints were received in this
regard during the year.
Human resources :
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
Report Corporate Governance :
Your Directors are pleased to inform that as per SEBI Amended Circular
No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, compliance
with the provisions of Clause 49 of Listing Agreement shall not be
mandatory for the Company.
Listing : During the year your company listed in Bombay Stock Exchange
(BSE), Mumbai.
Vigil Mechanism :
The company has set up vigil mechanism to enable the employees and
directors to report genuine concerns and irregularities, if any in the
company, noticed by them.
Prevention Of Insider Trading :
During the financial year your Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view to regulate in securities
by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period
when the Trading Window is closed. All Board Directors and the
designated employees have confirmed compliance with the code.
SCORES :
SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the
company that they had commenced processing of investor complaints in a
web based complaints redress system "SCORES". Under this system, all
complaints pertaining to companies are electronically sent through
SCORES and the companies are required to view the complaints pending
against them and submit Action Taken Report (ATRs) along with
supporting documents electronically in SCORES.
Transfer of Amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF). .
Acknowledgement :
The directors thank the Company's employees, customers, vendors,
investors and academic institutions for their Continuous support. The
directors also thank the government of various countries, government of
India, the governments of various states in India and concerned
government departments / agencies for their co-operation. The directors
appreciate and value the contributions made by every member of the
Crane Infrastructure Limited.
for and on behalf of the board
for Crane Infrastructure Ltd
Sd/- Sd/-
Place: Guntur (G.V.S.L. Kantha Rao) (K.Praveen)
Date : 10.08.2015 Director Executive
Director
(Din: 01846224) (Din: 07143744)
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