To,
THE MEMBERS,
The Directors have pleasure in presenting the 50th Annual
Report on the business and operations of the Company together with the financial results
for the period ended 31st March, 2025.
FINANCIAL RESULTS
Financial results are presented in the table below:
(Amount in Lakhs)
Particulars |
Standalone |
Consolidated |
|
31-03-2025 |
31-03-2024 |
31-03-2025 |
31-03-2024 |
Revenue from operation |
5153.76 |
6211.41 |
5153.76 |
6211.41 |
Other Income |
42.60 |
101.17 |
42.60 |
101.17 |
Total Revenue |
5196.36 |
6312.58 |
5196.36 |
6312.58 |
Less: Total Expenses |
4944.81 |
6095.74 |
4944.81 |
6095.74 |
Profit before Exceptional and
Extra ordinary items & tax |
251.54 |
216.83 |
251.55 |
216.83 |
Less: Exceptional Items |
|
|
|
|
Less: Extraordinary Items |
|
|
|
|
Profit or Loss before Tax |
251.54 |
216.83 |
251.55 |
216.83 |
Less: |
|
|
|
|
(a) Current tax expense for
current year |
60.00 |
50.95 |
60.00 |
50.95 |
(b) Deferred tax |
2.84 |
0.51 |
2.84 |
0.51 |
(c) Prior Period Tax |
(5.93) |
13.49 |
(5.93) |
13.49 |
Share in Profit/Loss (of
Associates) |
|
|
|
(2.04) |
Profit or Loss After Tax |
194.62 |
151.88 |
194.64 |
149.84 |
STATE OF AFFAIRS AND OUTLOOK
The Standalone and Consolidated Financial Statements of the Company for
the financial year ended 31st March 2025 have been prepared in accordance with the Indian
Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as
amended from time to time.
Standalone Financials: During the year under review, your Company has
achieved a turnover of Rs. 5196.36 Lakhs against Rs. 6312.58 Lakhs during previous year.
The Company reported a Net Profit of Rs. 194.62 Lakhs as against Rs. 151.88 Lakhs earned
during previous year.
Consolidated Financials: During the year under review, your Company has
achieved a consolidated turnover of Rs. 5196.36 Lakhs against Rs. 6312.58 Lakhs during
previous year. The Company reported a Net profit of Rs. 194.64 Lakhs against Rs. 149.84
Lakhs during previous year.
However you're Directors are confident that the Company will perform
much better in future and will bring more promising improvement in coming years. The
Operational performance of the Company has been extensively covered in the Management
Discussion and Analysis, which form part of this Directors' Report.
DIVIDEND
Your Directors do not recommend any dividend for the financial year
ended 31st March 2025.
TRANSFER TO RESERVE
Your Company has not transferred any amount to the Reserves for the
financial year ended 31st March 2025.
ANNUALRETURN
Pursuant to the provisions of section 92(3) of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014, the annual return of
the Company for F.Y 2024-25, which will be filed with Registrar of Companies/MCA, is
uploaded on the Company's website and can be accessed at
https://www.cranexltd.com/investor-relations/annual-return.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2024-25, the Company hold 14 (Fourteen)
meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is
summarized below. The provisions of Companies Act, 2013 were adhered to while considering
the time gap between two meetings.
| S. No Date of the meeting |
| 1. 02-04-2024 |
| 2. 30-05-2024 |
| 3. 30-07-2024 |
| 4. 05-08-2024 |
| 5. 13-08-2024 |
| 6. 03-09-2024 |
| 7. 07-10-2024 |
| 8. 25-10-2024 |
| 9. 13-11-2024 |
| 10. 19-11-2024 |
| 11. 19-12-2024 |
| 12. 17-01-2025 |
| 13. 11-02-2025 |
| 14. 17-02-2025 |
ATTENDANCE OF DIRECTORS
S. No Name of
Director |
Meeting of Board |
| Number of meeting Held |
Number of Meeting to be entitled
to attend |
Number of Meeting attendant |
% |
1 MR. PIYUSH AGRAWAL |
|
14 |
14 |
100 |
2 MR. ASHWANI KUMAR JINDAL |
|
06 |
06 |
100 |
3 MR. CHAITANYA AGRAWAL |
14 |
14 |
14 |
100 |
4 MS. SHILPY CHOPRA |
|
14 |
11 |
78.57 |
5 MS. SHALINI RAHUL |
|
05 |
03 |
60 |
6 MS. PRIYANKA PATHAK |
|
08 |
08 |
100 |
COMMITTEES OF THE BOARD OF DIRECTORS
Detailed information on the Mandatory Committees is given below.
AUDIT COMMITTEE: (Section 177 of Companies Act,
2013) and Companies (Meetings of Board and its Powers) Rules. 2014 and other applicable
provision.
Six (6) Audit Committee Meetings were held during the year and the gap
between two meetings did not exceed 120 days. The necessary quorum was present for all the
meetings. The dates on which the said meetings were held are as follows:
30th May, 2024, 5th August, 2024, 13th
August, 2024, 3rd September, 2024, 13th November, 2024 and 11th
February, 2025 The details of Audit Committee meetings attended by its members are given
below:
| S. No. Name of Director |
Designation |
Category |
Total meeting held during the year |
Number of Meeting to be entitled to attend |
Number of meeting attended |
% |
| 1 Mr. Ashwani Kumar Jindal |
Non-Executive Independent Director |
Chairman
till 27th September, 2024 |
6 |
4 |
4 |
100 |
| 2. Mr. Chaitanya Agrawal |
Whole Time Director |
Member |
6 |
6 |
6 |
100 |
| 3. Ms. Shilpy Chopra |
Non-Executive Independent Director |
Member /Chairman from 28th
September, 2024 |
6 |
6 |
6 |
100 |
| 4. Ms. Priyanka Pathak |
Non-Executive Independent Director |
Member |
6 |
2 |
2 |
100 |
NOMINATION AND REMUNERATION COMMITTEE: (Section
178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules. 2014
and other applicable provision.
Three (3) Nomination & Remuneration Committee Meeting was held on
2nd April, 2024, 27th August, 2024 and 19th December, 2024 during the year.
The composition of the Nomination and Remuneration Committee and the
details of meetings attended by its members are given below:
| S. No. Name |
Nature of Directorship |
Designation in Committee |
Total meeting held
during the year |
Number of Meeting to be entitled to attend |
Number of Meeting Attended |
% |
| 1 Mr. Ashwani Kumar Jindal |
Non-Executive Independent Director |
Chairman
till 27th September, 2024 |
3 |
2 |
2 |
100 |
| 2. Ms. Shalini Rahul |
Non-Executive Independent Director |
Member |
3 |
2 |
2 |
100 |
| 3. Ms. Shilpy Chopra |
Non-Executive Independent Director |
Member /Chairman from 28th
September, 2024 |
3 |
3 |
3 |
100 |
| 4. Ms. Priyanka Pathak |
Non-Executive Independent Director |
Member |
3 |
1 |
1 |
100 |
STAKEHOLDERS RELATIONSHIP COMMITTEE: Section 178
of Companies Act. 2013 and Companies (Meetings of Board and its Powers) Rules. 2014 and
other applicable provision.
One (1) meeting of the stakeholders' relationship committee was held on
5th August, 2024 during the financial year 2024-25.
The composition of the Stakeholders' Relationship Committee and the
details of meetings attended by its members are given below:
| S. No. Name |
Nature of Directorship |
Designation in Committee |
Total meeting held
during the year |
Number of Meeting to be entitled to attend |
Number of Meeting Attended |
% |
| 1 Mr. Ashwani Kumar Jindal |
Non-Executive Independent Director |
Chairman
till 27th September, 2024 |
1 |
1 |
1 |
100 |
| 2 Mr. Chaitanya Agrawal |
Whole Time Director |
Member |
1 |
1 |
1 |
100 |
| 3. Ms. Shilpy Chopra |
Non-Executive Independent Director |
Member /Chairman from 28th
September, 2024 |
1 |
1 |
1 |
100 |
| 4. Ms. Priyanka Pathak |
Non-Executive Independent Director |
Member |
1 |
0 |
0 |
0 |
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS OF
THE COMPANY
The Independent Directors of the Company met separately on 23rd
December, 2024 without the presence of Non-Independent Directors and the members of
management. The meeting was attended by all the Independent Directors. The meeting was
conducted informally to enable the Independent Directors to discuss matters pertaining to
the Company's affairs and put forth their combined views to the Board of Directors of the
Company. In accordance with the Listing Regulations, following matters were, inter-alia,
discussed in the meeting:
Performance of Non-Independent Directors and Board as a whole.
Performance of the Chairman of the Company after taking into
consideration the views of Executive and Non-Executive Directors.
Assessment of 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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively. Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2024-25.
DETAILS OF FRAUD REPORTED BY AUDITORS
No fraud has been noticed or reported by the Auditors including
secretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act, 2013
read with Companies (Amendment) Act, 2015.
DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors have confirmed and declared that they are not
disqualified to act as an Independent Director in compliance with the provisions of
Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the
Independent Directors fulfil all the conditions specified in the Companies Act, 2013
making them eligible to act as Independent Directors.
CODES, STANDARDS, POLICIES AND COMPLIANCES
Detailed information on the codes, standards and policies is given
below:
POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in Company's
website at https://www.cranexltd.com/investor-relations/policies.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE
SENIOR MANAGEMENT PERSONNEL
Your Company has adopted a Code of Conduct for its Board of Directors
and the Senior Management Personnel. The Code requires the Directors and employees of the
Company to act honestly, ethically and with integrity and in a professional and respectful
manner. Directors and Senior Management of the Company have confirmed compliance with the
code of conduct applicable to the Directors and employees of the Company and declaration
in this regard made by Managing Director which forms part of this Annual Report as
Annexure I.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
The Board of Directors adopted the Code of Conduct for Board Members
and Senior Managerial Personnel. The said code was communicated to the Directors and
members of the senior management and they affirmed their compliance with the said code.
The adopted Code is posted on the Company's website at
https://www.cranexltd.com/investor-relations/policies.
Pursuant to the requirements of the SEBI (Prohibition of Insider T
rading) Regulations, 2015, your Company has adopted Code of practices and procedures for
disclosure of unpublished price sensitive information and Code of Conduct in order to
monitor and report Insider Trading.
All Directors and the designated employees have confirmed compliance
with the Code.
NOMINATION, REMUNERATION & EVALUATION POLICY
In accordance with the provisions of the Companies Act 2013 and Listing
Regulations, the Company has put in place the Nomination and Remuneration Policy for the
Directors, Key Managerial Personnel and other employees of the Company including criteria
for determining qualifications, positive attributes and independence of a Director as well
as a policy on Board Diversity. The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a Nomination Remuneration & Evaluation Policy,
which, inter-alia, lays down the criteria for identifying the persons who are qualified to
be appointed as Directors and/or Senior Management Personnel of the Company, along with
the criteria for determination of remuneration of Directors, KMPs and other employees and
their evaluation and includes other matters, as prescribed under the provisions of Section
178 of Companies Act, 2013.
The salient features of the policy are as follows:
o The Nomination and Remuneration Committee of Directors (the
Committee) shall take into consideration the following criteria for recommending to the
Board for appointment as a Director of the Company:
a) Qualifications & experience of proposed incumbent.
b) Attributes like - professional integrity, strategic capability with
business, respect for Company's core values, vision, etc.
c) The incumbent should not be disqualified for appointment as Director
pursuant to the provisions of the Act or other applicable laws & regulations.
d) In case the proposed appointee is an Independent Director, he should
fulfil the criteria for appointment as Independent Director as per the applicable laws
& regulations.
o The Committee will recommend to the Board appropriate compensation to
the Executive Directors subject to the provisions of the Act, Listing Regulations and
other applicable laws & regulations. The Committee shall periodically review
compensation of such Directors in relation to other comparable companies and other
factors, the Committee deems appropriate. Proposed changes, if any, in the compensation of
such Directors shall be reviewed by the Committee subject to approval of the Board.
o The evaluation of the performance of the Board, its committees and
the individual directors will be carried out by the Board, on an annual basis, in the
manner specified by the Nomination and Remuneration Committee of Directors for such
evaluation and in accordance with the other applicable provisions of the Companies Act,
2013 and the Listing Regulations, in this regard.
DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL
MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations , 2015], the Company has adopted a Whistle Blower Policy, which provides for a
vigil mechanism that encourages and supports its Directors, and employees to report
instances of unethical behaviour, actual or suspected, fraud or violation of the Company's
Code of Conduct or Ethics Policy. It also provides for adequate safeguards against
victimization of persons who use this mechanism and direct access to the Chairman of the
Audit Committee in exceptional cases. The adopted Whistle-Blower Policy /Vigil Mechanism
is posted on the Company's website at https://www.cranexltd.com/investor-relations/poNdes.
RISK MANAGEMENT POLICY
Your Company has formulated and adopted a Risk Management Policy. The
Board of Directors is overall responsible for identifying, evaluating and managing all
significant risks faced by the Company. The Risk Management Policy approved by the Board
acts as an overarching statement of intent and establishes the guiding principles by which
key risks are managed across the organization.
RELATED PARTY TRANSACTION POLICY
Related Party Transaction Policy, as formulated by the Company, defines
the materiality of related party transactions and lays down the procedures of dealing with
Related Party Transactions. The policy on materiality of and dealing with related party
transactions is available on the Company's website at
https://www.cranexltd.com/investor-relations/corporate-governance/policies/related-party-transaction-policy.
INTERNAL FINANANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013 the term
Internal Financial Control (IFC) means the policies and procedures adopted by the company
for ensuring the orderly and efficient conduct of its business, including adherence to
company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Company has a well-placed, proper and adequate internal financial
control system which ensures that all assets are safeguarded and protected and that the
transactions are authorised, recorded and reported correctly. The Company's internal
financial control system also comprises due compliances with Company's policies and
Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit
Division, supplemented by internal audit checks from M/s. Amit R Aggarwal &
Associates, Chartered Accountants, the Internal Auditors. The Internal Auditors
independently evaluate the adequacy of internal controls and concurrently audit the
majority of the transactions in value terms. Independence of the audit and compliance is
ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit
Committee of the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed
as Annexure II.
There are no employees who are drawing remuneration in excess of the
limits as set out in provisions of Section 197(12) of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.</p>
EMPLOYEES BENEFITS
Retirement benefit in the form of provident fund is a defined
contribution scheme. The contributions to the provident fund are charged to the statement
to the profit and loss for the year when the contributions are due. We have considered the
provision for Gratuity in F.Y. 2024-25. The benefit shall be transferred to the employees
as may be applicable. The liability for gratuity payable has been determined in the year
hence provision has been made in the accounts for expenses of gratuity.
MAINTENANCE OF COST RECORDS
The Company is required to maintain Cost Records as specified by the
Central Government as per section 148 applicable on the Company and the Company has
maintained proper records and account of the same as required under the act.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 and rules made there
under, Cost Audit is not applicable to the Company.
INTERNALAUDITORS
The Board of Directors of the Company has appointed M/s. Amit R
Aggarwal & Associates as Internal Auditor of the Company, to audit the function and
activities of the Company and to review various operations of the Company. The Company
continued to implement their suggestions and recommendations to improve the control
environment.
SECRETARIAL AUDITORS AND THEIR REPORTS
In accordance with the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
Parveen Rastogi & Co. (Membership No. 4764 and COP No. 26582), Secretarial Auditors of
the Company has conducted Secretarial Audit for the financial year 2024-25 of the Company.
The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 is annexed
hereto as Annexure III.
Please find below the observations made in the secretarial audit report
for F.Y. 2024-25 along with management reply:-
| S. No. Observations |
Management Reply |
| 1. During the Audit Period, BSE Limited
(BSE) have vide their letter dated September 13th, 2024 imposed a fine of Rs.
11,800/- (including GST) (Rupees Eleven Thousand Eight Hundred Only) on the Company under
Regulation 29(2)/29(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for Delay in furnishing prior intimation about the meeting of the board
of directors. |
The Company inadvertently delayed in
furnishing prior intimation about the meeting of the board of directors for the month of
August 2024. There was no intention to mislead the Stock Exchanges or our valuable
stakeholders. |
|
We reiterate that we will continue to abide
by the requirements of Listing Regulations in future. |
STATUTORY AUDITORS AND THEIR REPORTS
M/s. V R Bansal & Associates, Chartered Accountants, Firm
Registration No. (016534N) was appointed as Statutory Auditors of the Company in the
Annual General Meeting held on 30/09/2022 for a term of Five (5) Years upto 52nd
Annual General Meeting of the Company.
Please find below the qualifications, reservations or adverse remark
made in their audit report for F.Y. 2024-25 and also the explanations by the board on
every qualification, reservation or adverse remark in the qualified auditors report:-
On Standalone & consolidated Financial Results
| Audit Qualification (each audit qualification
separately): |
For Audit Qualification(s) where the impact
is quantified by the auditor, Management's Views: |
For Audit Qualification(s) where the impact
is not quantified by the auditor |
| (i) Property, Plant and Equipment (PPE)
register has not been produced before us for verification. Depreciation of Property, Plant
and Equipment has been provided on the basis of figures as certified by the management, |
|
The Company has calculated the Depreciation
figures as per applicable rules. The detailed register is under preparation. |
| (ii) Balances under Trade Receivables and
Trade Payables, loans and advances given by the Company and parties from whom unsecured
loans have been taken are subject to confirmations and adjustments, if any. |
|
Noted and confirmed |
| (iii) The Financial Assets and Liabilities -
Trade Receivables and long term borrowings taken from IFE Cranex Elevators and Escalators
India Private Limited have not been measured at fair value as required by Ind AS-109
Financial Instruments. Impairment provisions and fair value measurements have
not been measured in accordance with Expected Credit Loss (ECL) method as per Ind AS- 109. |
|
The Company does not expect any change in the
long term borrowings taken from IFE Cranex Elevators and Escalators India Private Limited.
There is no Expected Credit Loss (ECL). |
| (iv) Inventory register has not been produced
before us for verification.
Inventory value has been provided on the basis of figures as certified by
the management. |
|
Noted and confirmed |
On Consolidated Financial Results
| Audit Qualification (each audit qualification
separately): |
For Audit Qualification(s) where the impact
is quantified by the auditor, Management's Views: |
For Audit Qualification(s) where the impact
is not quantified by the auditor |
| (i) The Parent Company has produced a Joint
Venture agreement which it has entered into with M/s Shree Construction on 23/09/2021,
whereby the parties have entered into a Joint Venture agreement and a Joint Venture entity
namely M/s Shree-Cranex (JV) has been formed . However the parent company has not applied
Equity method of accounting in respect of the investment in the Joint Venture and hence
not complied with the provisions of Ind AS 28 (Investment in Associates and Joint
Ventures) with respect to accounting Joint Ventures in consolidated financial statements. |
|
There will be a very insignificant impact on
the Company from the financial results from M/S Shree Cranex (JV). Further, financial
closing and financial data of M/s Shree Cranex (JV) are not finalized, as they are
required to do so only by 30 September 2025. Hence, it was not considered. |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
Related party transactions entered during the financial year under
review are disclosed in Notes of the financial statements for the financial year ended
March 31,2025. These transactions entered were at an arm's length basis and in the
ordinary course of business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or their relatives, which
could have had a potential conflict with the interests of the Company. Form AOC-2,
containing the note on the aforesaid related party transactions is enclosed herewith as
Annexure-IV.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under review hence the said
provision is not applicable.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary whereas the Company has one
Associate Company viz., IFE Cranex Elevators & Excalators India Private Limited and
one Joint Venture viz., Shree Cranex JV. Details of Associate Company and Joint Venture
are provided in AOC-1 as Annexure- V attached with this report.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements incorporating the duly
audited financial statements of the Associate Company and Joint Venture, as prepared in
compliance with the Companies Act, 2013 ('the Act'), Listing Regulations, 2015 and in
accordance with the Indian Accounting Standards specified under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant
documents and the Independent Auditors' Report thereon forms part of this Annual Report.
Pursuant to the provisions of section 129(3) of the Act read with the
Companies (Accounts) Rules, 2014, the statement containing salient features of the
financial statements of the Company's Associate and Joint Venture for the financial year
ended on 31st March 2025 in Form AOC-1 forms part of this Annual Report.
Further, in terms of the provisions of section 136 of the Act, a copy
of the audited financial statements for the financial year ended on 31st March 2025 of the
Associate Company will be made available by email to members of the Company, seeking such
information. The members can send an email to investors@cranexltd.com. These financial
statements shall also be kept open for inspection by any member at the registered office
of the Company during business hours.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals, which may impact the going concern
status of the Company and its operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:
A. Conservation of Energy
a) Energy conservation measures taken :
The Company has always been conscious of the need for the
conservation of energy and optimum utilisation of available resources and has been
steadily making progress towards this end.
The Company has taken lot of initiatives for reduction in power
cost by improving the production processes. Production process of the company does not
require much power.
There is an optimum ratio of glass windows to utilise natural
light and proper insulation/ventilation to balance temperature and reduce heat.
b) Impact of above measures:
The above measures will results in lower energy consumption,
significant reduction in Carbon emissions, and hedge against continuous energy rate
increase.
B. Technology Absorption, Adaptation And
Innovation
The company has successfully absorbed the technology for the
development of various new models of the cranes. Your company is constantly improving its
technology to match world standards, which is reflected in the new orders being received
from very quality conscious customers.
C. Foreign Exchange Earnings and Outgo.
| S. No. Particulars |
F.Y. 2024-25 Amount (in Lakhs) |
F.Y. 2023-24 Amount (in Lakhs) |
| 1. Foreign Exchange Earned |
33.06/- |
37.20 /- |
| 2. Foreign Exchange Outgo |
236.25/- |
724.74/- |
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34 and schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis for the
year is separately given and forms part of this Annual Report as Annexure VI
which provides a more detailed analysis on the performance of individual businesses and
their outlook.
GREEN INITIATIVE
In accordance with the Green Initiative the Company has
been sending Annual Report/Notice of AGM in electronic mode to those Shareholders whose
email ids are registered with the Company and/or the Depository Participants.
CORPORATE SOCIAL RESPONSIBILITY
Your Company does not fall under the criteria as laid down under
Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and
formulate a committee under Corporate Social Responsibility.
DEMATERIALIZATION OF SHARES
The shares of your company are being traded in electronic form and the
Company has established connectivity with Central Depository Services (India) Limited
(CDSL) and National Securities Depository Limited (NSDL). In view of the numerous
advantages offered by the Depository system, members are requested to avail the facility
to dematerialization of shares either of the Depositories as aforesaid. Directors are
thankful to the Shareholders for actively participating in the Green Initiative.
PERFORMANCE EVALUATION OF NON - INDEPENDENT
DIRECTORS:
The performance evaluation of Chairman and the non-independent
directors were carried out by the independent directors, considering aspects such as
effectiveness as Chairman, in developing and articulating the strategic vision of the
company; demonstration of ethical leadership, displaying and promoting throughout the
company a behaviour consistent with the culture and values of the organization;
contribution to discussion and debate through thoughtful and clearly stated observations
and opinions; creation of a performance culture that drives value creation without
exposing the company to excessive risks.
CORPORATE GOVERNANCE
The Company is not required to mandatorily comply with the provision of
Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations, 2015) as its equity share capital is less than Rs.
10 Crore and Net Worth is not exceeding Rs. 25 crores, as on the last day of the previous
financial year. However, the Company has voluntarily adopted various practices of
governance conforming to highest ethical and responsible standard of business, globally
benchmarked.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end of the financial
year 202425 and the date of this Report.
CAPITAL STRUCTURE
During the year under review, there was no change in the Authorized
Share Capital of the Company. The Equity Authorized Share Capital of your Company is Rs.
100,000,000/- (Rupees Ten Crore) comprising 10000000 (One Crore) Equity Shares of Rs. 10/-
(Rupees Ten) each.
Your Company has allotted 5,70,000 (Five Lakh Seventy Thousand) Equity
Shares of face value of Rs. 10/- (Rupee Ten only) each upon conversion of Convertible
Warrants at an issue price of Rs. 102/- (Rupees One Hundred Two Only) each on 17th
February, 2025.
Subsequent to the aforesaid allotment, the Paid-Up Equity Share Capital
of the company has increased from Rs. 6,00,00,000 (Rupees Six Crores) to Rs. 6,57,00,000
(Rupees Six Crores Fifty Seven Lakhs) comprising 65,70,000 (Sixty Five Lakhs Seventy
Thousands) Equity Shares of face value of Rs. 10/- (Rupees Ten) each.
Your Company has received Listing and trading approval for 570000
Equity Shares in 17th March, 2025 and 25th March, 2025 respectively.
Raising of funds by issuance of Warrants
convertible into Equity Shares on a private placement basis
Pursuant to the shareholders' approval received at 49th Annual General
Meeting held on 30th September, 2024, your Company has issued 27,80,000 (Twenty Seven
Lakhs and Eighty Thousand) convertible warrants at a price of f 102/- (Rupees One Hundred
Only) per warrant, each convertible into, or exchangeable for, 1 fully paid-up equity
share of the Company of face value of f 10/- each to promoter & promoter group and
non-promoter group of the Company by way of preferential issue on a private placement
basis for an aggregate consideration of up to f28,35,60,000/- (Rupees Twenty Eight Crore
Thirty Five Lakh and Sixty Thousand Only).
During the year under review, there was no public issue, rights issue
or bonus issue etc. The Company has not issued shares with differential voting rights,
sweat equity shares nor has it granted any stock options.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no Change in the nature of the
business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Company has a professional Board with Executive Directors &
Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and
help the Company in implementing the best Corporate Governance practices.
The changes in the composition of the Board of Directors and Key
Managerial Personnel of the Company during the year under review are as under:
Re-appointment of Director retiring by rotation
Pursuant to the provisions of section 152 of the Companies Act, 2013,
Mr. Chaitanya Agrawal (DIN 05108809), director of the Company, is liable to retire by
rotation at the ensuing 50th AGM of the Company and being eligible, offer himself for
re-appointment. The Board recommends their re-appointment. Brief detail of Mr. Chaitanya
Agrawal is given in the Notice of ensuing 50th AGM.
Appointments
During the year under review, Ms. Sonia Mendiratta (DIN: 10237932), on
the recommendation of the Nomination and Remuneration Committee was appointed as an
Additional Director in the capacity of a Non-Executive Independent Director with effect
from 19th December, 2024.
Mr. Avinash Prabhat (DIN: 10997441), on the recommendation of the
Nomination and Remuneration Committee was appointed as an Additional Director in the
capacity of a Non-Executive Independent Director with effect from 20th May, 2025 by the
Board of Directors in accordance with Articles of Association and sections 149, 161 and
Schedule IV of the Companies Act 2013 ("the Act") and Regulation 16(1)(b) and
other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
His appointment as Independent Director of the Company is subject to
the approval of the shareholders in the ensuring 50th Annual General Meeting of the
Company and any other regulatory approvals, if applicable.
Cessations
Ms. Shalini Rahul and Ms. Sonia Mendiratta resigned as Non-Executive
Independent Director of the Company on 31st August, 2024 and 17th January, 2025
respectively. The Board of Directors expressed their sincere appreciation and gratitude
for the excellent contribution made by them towards the progress of the Company.
During the year, Mr. Ashwini Kumar Jindal (DIN: 01958501) has completed
his second and final term as an Independent Director and consequently ceased to be a
Director of the Company w.e.f. the close of business hours on 29th September, 2024. The
Board of Directors and the Management of the Company place on record their deep
appreciation for the contributions made by Mr. Ashwini Kumar Jindal during his association
with the Company over the years.
In terms of the provisions of rule 8(5) (iiia) of the Companies
(Accounts) Rules, 2014, the Board opines that the Independent director so appointed hold
highest standards of integrity and possess necessary expertise and experience.
Except as stated above, there were no other changes in the directors
and key managerial personnel of the Company during the year under review since the last
report. Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/ Committee(s) of 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.
SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the
applicable secretarial standards. The same has also been confirmed by Secretarial Auditors
of the Company.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
CERTIFICATE
In terms of the requirement of the Regulation 17(8) of the SEBI
(Listing Obligation & Disclosure Requirements) Regulation, 2015, the certificate from
Managing Director and Chief Financial Officer obtained and is attached in the said annual
report. The said certificate is part of the annual report as Annexure-VII.
LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock
Exchange Ltd (BSE). The listing fee for the year 2024-25 has been already paid to the
stock exchange. INDUSTRIAL RELATION
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled
the Company at good position in the industry. It has taken various steps to improve
productivity across organization.
PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
The Company has laid down sexual harassment policy pursuant to
provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide
protection against sexual harassment of women at workplace and for the prevention and
redressal of complaints of sexual harassment and for matters connected therewith.
The Policy for Prevention of Sexual Harassment of Women at Workplace
has been uploaded on the website of the Company at https://www.cranexltd.com/investor-
relations/anti-sexual-harassment-policy/viewdocument.
| Particulars |
No. |
| Number of complaints of sexual harassment
received in the year |
Nil |
| Number of complaints disposed off during the
year and |
Nil |
| Number of cases pending for more than ninety
days |
Nil |
STATEMENT ON MATERNITY BENEFIT COMPLIANCE
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment
or service conditions on the grounds of maternity. Necessary internal systems and HR
policies are in place to uphold the spirit and letter of the legislation.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on the March
31,2025.
Male Employees: 135 Female Employees: 4 T ransgender Employees: NIL
This disclosure reinforces the Company's efforts to promote an
inclusive workplace culture and equal opportunity for all individuals, regardless of
gender.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Neither application made nor any proceeding pending under IBC during
the financial year. Hence this clause is not applicable.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS
The Company has never made any one-time settlement against the loans
obtained from Banks and Financial Institution during the financial year. Hence this clause
is not applicable.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to the Central
Government, State Governments and Company's Bankers for the assistance, co-operation and
encouragement they extended to the Company. Your Directors also wish to place on record
their sincere thanks and appreciation for the continuing support and unstinting efforts of
investors, vendors, dealers, business associates and employees in ensuring an excellent
all around operational performance.
|
|
By Order of the Board of Directors |
|
|
For Cranex Limited |
|
Sd/- |
Sd/- |
|
Chaitanya Agrawal |
Piyush Agrawal |
| Place: New Delhi |
Whole Time Director |
Managing Director |
| Date: 1st September, 2025 |
DIN:05108809 |
DIN:01761004 |