To,
The members,
Crane Infrastructure Limited,
Guntur.
The directors submit 15th annual report of Crane Infrastructure Limited along with the
audited financial statements for the financial year ended March 31, 2023.
STANDALONE FINANCIAL RESULTS:
| Particulars |
2022-23 |
2021-22 |
|
(Rs.in lacs) |
(Rs.in lacs) |
| Revenue from Operations & Other Income |
106.58 |
79.71 |
| Profit/(Loss) Before Interest & Depreciation |
65.6 |
62.35 |
| Interest |
- |
- |
| Depreciation |
13.14 |
13.07 |
| Profit before exceptional and extraordinary items |
52.46 |
49.28 |
| Profit/ (Loss) before Tax |
49.28 |
49.28 |
| Income Tax-(Current Tax) |
13.26 |
9.06 |
| Profit (Loss) after Taxation |
39.20 |
40.23 |
| EPS-Basic |
0.54 |
0.56 |
| EPS-Diluted |
0.54 |
0.56 |
Dividend
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 2022-23.
Transfer to reserves
The Company proposes to retain an amount of Rs. 39.20 lakhs in the profit and loss
account.
Share Capital
The paid up Equity Share Capital as on 31st March, 2023 was Rs. 7,24,20,000. The
Company has 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 2022-23 is
Rs.106.58 lakhs and it was increased by 33.7 % over the previous financial year. (Rs 79.71
lakhs in 2021-22) Profit Before tax (PBT) for the financial year 2022-23 is Rs.52.46 Lakhs
and it was increased by 4.45 %over last year (Rs.49.28 Lakhs in 2020-21). Profit Aftertax
(PBT) for the financial year 2022-23 is Rs.39.20 Lakhs and it was decreased slightly by
2.53 %over last year (Rs.40.22 Lakhs in 2021-22).
Opportunities & Industry out Look
The real estate sector is one of the most effected sectors by the pandemic covid-19 but
as said earlier in India, 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%- 10% 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.
Management Discussion & Analysis
A detailed Management Discussion and Analysis forms part of this annual report, which
is attached to this Report in Annexure II
Extract Of the Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the company's website on
https://craneinfrastructure.com
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
I. Re appointment of Mrs.Himaja Manepalli (Din: 06505782), whose office was liable to
retire by rotation at annual general meeting of the company :
Mrs.Himaja Manepalli (DIN 06505782),director liable to retire by rotation under the
Articles of Association of the Company, in 14th Annual General Meeting and being eligible,
offer herself for reappointment as Director. The Shareholders approved her re-appointment
as Director of the company at 14th Annual General Meeting of the company held on
26.09.2022.
Directors Liable to Retire by Rotation In the ensuing Annual General Meeting:
Mr.CHVSS Kishore Kumar (DIN: 01823606) director liable to retire by rotation in ensuing
Annual General Meeting under the Articles of Association of the Company and being
eligible, offer himself for reappointment as Director. The Board recommends his
re-appointment.
Sri. Venkata Santhi Kumar Nerella (DIN: 08949327) and Sri Venkata Nageswara Rao Kota
(DIN: 09718689) appointed as independent Directors of the company for a period of five
years w.e.f 30.08.2022 for first term, their appointment effective from 30.08.2022 and the
Board have opinion that it is very much beneficial to the company.
Hence, Shareholders appointed Sri. Venkata Santhi Kumar Nerella (DIN: 08949327) and Sri
Venkata Nageswara Rao Kota (DIN: 09718689) as Independent Directors of the Company who are
not liable to retire by rotation and to hold office for the first term of 5 (five)
consecutive years. iv. Mr.Mattupalli Venkata Subba Rao (Din:06959568),due to his ill
health and personal reasons has resigned from his post of Independent director of the
company with effect from 03-11-2022. Further, the company has received confirmation from
Sri Mattupalli Venkata Subbarao that there are no other material reasons for his
resignation other than those mentioned in his resignation letter.
iv. Mr.Mattupalli Venkata Subba Rao (Din:06959568),due to his ill health and personal
reasons has resigned from his post of Independent director of the company with effect from
03-11-2022. Further, the company has received confirmation from Sri Mattupalli Venkata
Subbarao that there are no other material reasons for his resignation other than those
mentioned in his resignation letter.
Meetings of the Board
During the Financial year 2022-23 seven meetings of the board were held on the
following dates: 26-05-2022,,30-07-2022,3008-2022,01-10-2022,03-11-2022,12-11-2022
and06-02-2023with 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
("SEBI") 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 nonexecutive
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 four separate meetings of the independent directors were held on
26-05-2022,30-07-2022,14- 12-2022and 30-03 - 2023 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 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, 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 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.
Audit committee:
The audit committee of the Company is constituted in line with the provisions of
Regulation 18 of the SEBI (LODR) Regulations 2015 read with Section 177 of the Companies
Act, 2013.
ii. The terms of reference of the audit committee are broadly as under:
• 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;
• .Recommend the appointment, remuneration and terms of appointment of auditors of
the Company;
• Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
• Reviewing, with the management, the annual financial statements and auditors'
report thereon before submission to the board for approval, with particular reference to:
Matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section 3 of section 134 of
the Act
Changes, if any, in accounting policies and practices and reasons for the same Major
accounting entries involving estimates based on the exercise of judgment by management
Significant adjustments made in the financial statements arising out of audit findings
Compliance with listing and other legal requirements relating to financial statements
Disclosure of any related party transactions
Qualifications in the draft audit report
• Reviewing, with the management, the quarterly financial statements before
submission to the board for approval;
• Reviewing, with the management, the statement of uses / application of funds
raised through issue (public issue, rights issue, preferential issue, etc.), the statement
of funds utilized for purposes other than those stated in the offer document / prospectus
/ notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the board
to take up steps in this matter;
• Review and monitor the auditors' independence and performance, and effectiveness
of audit process;
• Approval or any subsequent modification of transactions of the Company with
related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, 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;
• Discussion with internal auditors of any significant findings and follow up
there on;
• Reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the board;
• Discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
• Establish a vigil mechanism for directors and employees to report genuine
concerns in such manner as may be prescribed;
• To review the functioning of whistle blower mechanism.
• Approval of appointment of CFO;
• The audit committee may call for the comments of the auditors about internal
control systems,
• the scope of audit, including the observations of the auditors and review of
financial statement
• before their submission to the board and may also discuss any related issues
with the internal and statutory auditors and the management of the Company;
• Carrying out any other function as is mentioned in the terms of reference of the
audit Committee;
• Oversee compliance with legal and regulatory requirements
• To mandatorily review the following information:
Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the audit
committee),submitted by management;
Management letters / letters of internal control weaknesses issued by the statutory
Auditors;
Internal audit reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of the chief internal auditor.
a. iii. The audit committee invites executives, as it considers appropriate
(particularly the head of the finance function) representatives of the statutory auditors
and representatives of the internal auditors to be present at its meetings. The Company
Secretary acts as the secretary to the audit committee.
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.
A. Composition, Meetings and Attendance during the year :
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).
The Committee was reconstituted on 01-102022 upon the two new independent directors
were appointed in the company who are young and decently qualified in their academics.
The committee comprises as follows: (Before the Reconstitution)
1. Mr. Bhaskara Rao.P (Chairman)
2. Mr. M.V. SubbaRao -Member
3. Mrs.M. Himaja- Member
The details of meetings and attendance of its members are given below:
| Name |
Category |
Number of meetings during the financial year 2022-23
(Before the reconstitution of the committee) |
|
|
Held |
Attended |
| P. Bhaskara Rao (Chairman) |
I&NED |
3 |
3 |
| M.V Subba Rao (Member) |
I&NED |
3 |
3 |
| M.Himaja (Member) |
NED |
3 |
3 |
Three Audit committee meetings were held during the year before reconstitution
including the reconstitution meeting held as on 01-10-2022 and the gap between two
meetings did not exceed 120 days. The dates on which the said meetings were held on
26-05-2022,30-07-2022,and 01-10
2022. The necessary quorum was present for all the meetings.
The Committee was reconstituted on 0110-2022 upon the two new independent directors
were appointed in the company. The committee comprises as follows: (After the
Reconstitution)
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 meetings during the financial year 2022-23
(after the reconstitution of the committee) |
|
|
Held |
Attended |
| Mr.Venkata Nageswara Rao.K (Chairman) |
I&NED |
4 |
4 |
| Mr. Santhi Kumar.N - (Member) |
I&NED |
4 |
4 |
| M.Himaja (Member) |
NED |
4 |
4 |
Four Audit committee meetings were held during the year after reconstitution including
the reconstitution meeting held as on 01-10-2022 and the gap between two meetings did not
exceed 120 days. The dates on which the said meetings were held on
01-10-2022,03-11-202212-11-2022 and 06-02-2023. The necessary quorum was present for all
the meetings
Nomination and Remuneration Committee:
(a) Terms of Reference
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 NonExecutive 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
(b) Composition, Meetings and Attendance during the year
The Nomination and Remuneration Committee comprises of total three NonExecutive
Directors in which two are Independent Directors and one director is non executive non
independent director (woman director). The Committee was reconstituted on 01-10-2022 upon
the two new independent directors were appointed in the company. who are young and
decently qualified in their academics.
The committee comprises as follows: (Before the Reconstitution)
1. Mr. M.V. SubbaRao (Chairman)
2. Mr. Bhaskara Rao -Member
3. Mrs.M. Himaja- Member
The details of meetings and attendance of
its members are given below:
| Name |
Category |
Number of meetings during the financial year 2022-23
(Before the reconstitution of the committee) |
|
|
Held |
Attended |
| M.V Subba Rao (Chairman) |
I&NED |
3 |
3 |
| Bhaskara Rao (Member) |
I&NED |
3 |
3 |
| M.Himaja (Member) |
NED |
3 |
3 |
Three Nomination and remuneration committee meetings were held during the year before
reconstitution including the reconstitution meeting held as on 01-102022 and the gap
between two meetings did not exceed 120 days. The dates on which the said meetings were
held on 26-05- 2022,30-07-2022,and 01-10-2022. The
necessary quorum was present for all the meetings.
The Committee was reconstituted on 01-10-2022 upon the two new independent directors
were appointed in the company.The committee comprises as follows: (After the
Reconstitution)
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 meetings during the financial year 2022-23
(after the reconstitution of the committee) |
|
|
Held |
Attended |
| Mr.Venkata Nageswara Rao.K |
I&NED |
4 |
4 |
| Mr. Santhi Kumar.N - Member |
I&NED |
4 |
4 |
| M.Himaja (Member) |
NED |
4 |
4 |
Four Nomination and remuneration committee meetings were held during the year after
reconstitution including the reconstitution meeting held as on 01-102022 and the gap
between two meetings did not exceed 120 days. The dates on which the said meetings were
held on 01-102022,03-11-202212-11-2022 and 06-022023. The necessary quorum was present for
all the meetings.
(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-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 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.
Stakeholders' Relationship
Committee:
The Company had a stakeholders' relationship committee of directors to look into the
redressal of complaints of investors.
i. The stakeholder's 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.
Composition, Meetings and Attendance during the year
The Stakeholders' relationship Committee comprises of One Independent cum NonExecutive
Director and two non executive non independent directors before the reconstitution. The
Committee was reconstituted on 01-10-2022 upon the two new independent directors were
appointed in the company who are young and decently qualified in their academics.
The Committee comprises as follows: (Before the Constitution):
1. Mr.GVSLKanthaRao (Chairman)
2. Mr. P. BhaskarRao (Member)
3. Mrs. Himaja (Member)
The details of meetings and attendance of its members are given below:
| Name |
Category |
Number of meetings during the financial year 2022-23
(Before The Reconstitution) |
|
|
Held |
Attended |
| GVSL Kantha Rao (Chairman) |
NED |
6 |
6 |
| P.Bhaskar Rao (member) |
I&NED |
6 |
6 |
| M.Himaja (member) |
NED |
6 |
6 |
Three stakeholders relationship committee meetings were held during the year before
reconstitution including the reconstitution meeting held as on 01-10-2022 and the gap
between two meetings did not exceed 120 days. The dates on which the said meetings were
held on 26-05-2022,30-07-2022,and 01-10-2022. The necessary quorum was present for all the
meetings.
The Committee was reconstituted on 01-10-2022 upon the two new independent directors
were appointed in the company. The committee comprises as follows: (After the
Reconstitution)
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 meetings during the financial year 2022-23
(after the reconstitution of the committee) |
|
|
Held |
Attended |
| Mr.Venkata Nageswara Rao.K |
I&NED |
4 |
4 |
| Mr. Santhi Kumar.N - Member |
I&NED |
4 |
4 |
| M.Himaja (Member) |
NED |
4 |
4 |
Four Stake Holders Relationship Committee meetings were held during the year after
reconstitution including the reconstitution meeting held as on 01-102022 and the gap
between two meetings did not exceed 120 days. The dates on which the said meetings were
held on 01-102022,03-11-202212-11-2022 and 06-022023. The necessary quorum was present for
all the meetings.
Particulars of Employees And Related Disclosures
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 2022-23 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: (11.82)
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.106.58 Lakhs
Remuneration of KMPs as a percentage of revenue: 2.93%
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, 2023 |
March 31, 2022 |
% Change |
| Market Capitalizati on |
8,87,86,9 20 |
5,11,28, 520 |
73.6 |
| Price Earnings Ratio |
22.7 |
12.6 |
80.15 |
Increase in the managerial remuneration for the year was: Nil
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:
| Remuneration in FY 2022-23 |
2.76Lakhs |
| Revenue |
Rs.106.58 Lakhs |
| Remuneration (% of Revenue) |
2.93 |
| Profit before Tax |
Rs. 52.46Lakhs |
| Remuneration (as % of PBT) |
5.26 |
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 where details of familiarisation
programmes imparted to independent directors is disclosed: https://craneinfrastructure.com
Meetings of the Independent Directors
During the year under review, four meetings of independent directors were held on
26-05-2022,30-07-2022,14-12- 2022and 30-03-2023 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 NonIndependent
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 30-09-2021,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, 2023.
Secretarial Audit Report:
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.
Cost Audit
Cost Audit is not applicable to the Company for the Financial Year 2022-23.
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
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.
Un secured loans taken from the Directors
During the year the company has not received any of the un secured loans from the
directors.
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 2022-23.
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
Foreign exchange earnings and outgo Export in financial year 2022-23: 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
Prevention of Sexual Harassment Of
Women At Workplace
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 (‘Act') 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
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 on 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
Corporate Governance was not be mandatory for the Company for the financial year 2022-23.
Vigil Mechanism
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.
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).
Details of Demat suspense account and unclaimed suspense account: Nil
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 of |
|
| Crane Infrastructure Limited |
|
| Sd/- |
Sd/- |
| (P.GVSL kantha Rao) (K.Praveen) |
|
| Director |
Executive Director |
| (DIN:01846243) |
(Din:07143744) |
| Place: Guntur |
|
| Date: 18.08.2023 |
|
