Mar 31, 2023
Your Directors have pleasure in presenting their Annual Report of the Company together with
the Audited Statements of Accounts for the Financial Year ended 31st March, 2022.
1. THE FINANCIAL RESULTS OF THE COMPANY:
|
(In Rs.) |
||
|
Particulars |
2021-22 |
2020-21 |
|
Revenue from Operations |
3,27,519,431 |
30,11,54,610 |
|
Other Income |
1,33,57,278 |
2,78,20,568 |
|
Total |
34,08,76,709 |
32,89,75,179 |
|
Profit Before Interest, Tax & Depreciation |
3,75,99,197 |
4,64,75,133 |
|
Less: Financial cost |
2,46,81,897 |
2,21,76,631 |
|
Less: Depreciation |
1,27,03,348 |
1,62,99,533 |
|
Profit before Tax |
2,13,952 |
79,98,969 |
|
Less: Current Tax |
14,95,000 |
16,00,000 |
|
Less: Deferred Tax Asset / (Liability) |
-51,31,878 |
-16,84,793 |
|
Profit after Tax |
38,50,830 |
80,83,762 |
During the year the Company has generated revenue from operations of Rs. 34,08,76,709/-
(including other income) and earned net profit after tax Rs. 38,50,830/- as compared with the
corresponding figures in the previous year of Rs. 30,11,54,610/- and Rs. 80,83,762/-
respectively. The total revenue is increased by Rs. 2,63,64,821/- as compared with last year
as well as net profit after tax also decreased by Rs. 7,69,86,932/- as compared with last year.
CRP Risk Management Limited (CRP) (Previously known as CRP Technologies (India)
Limited) was incorporated in the year 2000 in Mumbai. The Company is among Indiaâs
leading risk mitigation consulting and Human Resource solutions providers. The Company is
specialize in offering customized solutions to our corporate clients, based on their key risk
frameworks. With a pan-India presence, offices across all major cities, and a proprietary
network of field officers, The Company is one of the few entities in the country which is able
to operationalize solutions for clients. Over the last decade, CRP has evolved from being a
basic âcredit-checkâ entrepreneurial start-up an integrated risk mitigation organization;
working with close to 300 leading Indian and Multinational Corporations and also have
Veterinary division [CVD] which is a logical extension of the promoterâs historical family
business. It has positioned itself as a premier market CVD and offers a unique combination
of strengths not only restricted to sales but also robust market intelligence which helps our
partners to penetrate new markets and customers at best possible timelines.
The Board of Director of the company has not proposed any dividend for the financial year
ended March 31, 2022 due to loss incurred by the company.
The company has transferred the amount of Rs. 38,50,830 /- to the reserves for the financial
year ended March 31, 2022.
The present Authorized Capital of the Company is Rs. 21, 00, 00,000 divided into 2,10,00,000
Equity Shares of Rs.10.00 each.
The present Issued, Subscribed & Paid-up Capital of the Company is Rs. divided into
17,48,49,000 Equity Shares of Rs. 10.00 each. During the year under review, no change took
place in the authorized and paid-up share capital of the Company
There was no major event in the company during the financial year.
The Company does not have any subsidiary Company
There has been no change in nature of business of the Company during the financial year
Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule
12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form
MGT-7) for the financial year 2021-2022 is available on the companyâs website https:
https://www.crp.co.in/ .
Your Company has optimum combination of Independent Directors, Non - Executive
Director, Whole Time Director and Executive Director for smooth functioning of Company.
Composition of Board of Director and Key Managerial Personnel (KMP) as of March 31,
2022
|
Sr. No. |
Name |
Designation |
|
1. |
Mrs. Nisha Asrani |
Non-Executive Director |
|
2. |
Mr. Sayyed Raza |
Managing Director |
|
3. |
Mr. Surendra Hegde |
Independent Director |
|
4. |
Mr. Hemant Gada |
Independent Director |
|
5. |
Mr. Hitesh Asrani |
Director & Chief Financial Officer |
|
6. |
Ms. Ankita Chopra |
Company Secretary & Compliance Officer |
The composition of Board complies with the requirements of the Companies Act, 2013
(âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company is
exempted from the requirement of having composition of Board as per Regulation 17 of
Listing Regulations. None of the director of the Company is serving as a Whole-Time
Director in any other Listed Company and the number of their directorship is within the
limits laid down under section 165 of the Companies Act, 2013.
Mr. Sayyed Mohammed Raza (DIN: 02497549), Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible
have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the director and
other related information has been detailed in the Notice convening the ensuing AGM of
the Company.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and Secretarial
Standard, of the person seeking re-appointment/ appointment as director are also provided
in Notes to the Notice convening the 22nd Annual General meeting.
In accordance with Section 203 of the Companies Act, 2013, the Company has Ms. Sayyed
Mohammed Raza, Mr. Hitesh Parmananda Asrani and Ms. Ankita Chopra are acting as
Managing Director, Chief Financial Officer and Company Secretary respectively.
The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are convened, as and when required to discuss and decide on
various business policies, strategies and other businesses.
During the year under review, 6 (Six) Board meetings were held dated 21/07/2021,
11/08/2021, 27/10/2021, 11/12/2021, 20/12/2021 and 20/1/2022, properly convened &
held.
The details of attendance of each director at the Board Meetings are given below:
|
Name of directors |
No. of meetings |
No. of meetings attended |
|
Mrs. Nisha Asrani |
5 |
5 |
|
Mr. Sayyed Raza |
5 |
5 |
|
Mr. Surendra Hegde |
5 |
5 |
|
Mr. Hemant Gada |
5 |
5 |
|
Mr. Hitesh Asrani |
5 |
5 |
The gap between two consecutive meetings was not more than one hundred and twenty days
as provided in section 173 of the Act.
The Company has 3 Board Level Committees. All decisions and recommendations of the
Committees are placed before Board for information and approval. The role and composition
of these Committees, including the number of meetings held during the financial year and the
related attendance, are provided below:
The Audit Committee has played an important role in ensuring the financial integrity of the
Company. The Audit Committeeâs role includes oversight of the financial reporting process,
the audit process, the adequacy of internal controls, transactions with related parties and
compliance with applicable laws and regulations..
The Audit Committee has been constituted in line with the provisions of Section 177 of the
Companies Act, 2013. The members of the Audit Committee are financially literate and have
requisite experience in financial management. The Audit Committee meets the Statutory
Auditor and the Internal Auditor independently without the management at least once in a
year. All the recommendations made by the Audit Committee were accepted by the Board.
During the year under reference, 4 (Four) Audit Committee meetings were dated August
112021, December11, 2021, December 20, 2021 and January 20, 2022 properly convened &
held.
The Composition of the Audit Committee and the attendance of the Members of the
Committee during the financial year ended March 31, 2022, are detailed below:
|
Name of the Director |
Designation |
No. of |
No. of meetings attended |
|
Mr. Hemant Gada (Independent |
Chairperson |
4 |
4 |
|
Mr. Surendra Hegde (Independent |
Member |
4 |
4 |
|
Mr. Hitesh Asrani (Director) |
Member |
4 |
4 |
The Statutory Auditors of the Company are invited in the meeting of the Committee wherever
requires. Company Secretary and Chief Financial Officer of the Company are the regular
invitee at the Meeting.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors.
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behavior actual or suspected fraud or violation of Companyâs Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of the
Whistle Blower who avails of such mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism
is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been
denied access to the Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company i.e. www.crp.co.in.
The Stakeholderâs Relationship Committee is not formed as per SEBI (Listing obligation
and disclosure requirements) Regulation 2015.
The Nomination and Remuneration Committee is not formed as per SEBI (Listing
obligation and disclosure requirements) Regulation 2015.
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of
their knowledge and belief and according to the information and explanations obtained
/received from the operating management, your Directors make the following statement
and confirm that-
a) in the preparation of the Annual Accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down Internal Financial Controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) 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.
Mr. Surendra Hegde and Mr. Hemant Gada are the Independent Directors on the Board of
the Company. Both the Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16
(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, hereinafter referred to as âListing Regulationsâ. In the
opinion of the Board, they fulfil the conditions of independence as specified in the Act and
the Listing Regulations and are independent of the management. Further, the Independent
Directors have complied with the Code for Independent Directors prescribed in Schedule
IV to the Act
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the
Directors is as per the provisions of Companies Act, 2013 as well as the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The meeting of Independent Directors was held on December 20, 2021.
The Company has put in place a system to familiarize the Independent Directors about the
Company, its products, business operations in emerging markets, Quality Control and on¬
going events relating to the Company
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Board conducted the Annual Evaluation
of the Board, on its own performance and of the Directors, individually as well as the
evaluation of the working of the Committees of the Board. Structured questionnaire was
prepared after taking into consideration various aspects of Boardâs functioning,
composition of Board and Committees, culture, execution and performance of specific
duties, obligations and governance. The Board of Directors expressed their satisfaction.
The Company has an adequate system of internal controls in place, commensurate with the
size and nature of its business. These controls have been designed to provide a reasonable
assurance with regard to maintaining of proper accounting controls for ensuring reliability
of financial reporting, monitoring of operations, protecting assets from unauthorized use or
losses, compliance with regulations.
The Companyâs Code of Conduct, as adopted by the Board of Directors, is applicable to all
Directors, Senior Management and Employees of the Company. The Code of Conduct of
the Company covers substantial development, disclosure of material information, integrity
of financial reporting, continuous improvement of the internal control system and sound
investor relations.
The Company doesnât require to spend any CSR amount as per Section 135 of the
Companies act, 2013 read with Schedule VII. The average profit preceding 3 years are
negative of Rs. -1,14,75,175/- and thus company doesnât required to make any CSR
provision.
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are Mr.
Hitesh Asrani, Chief Financial Officer, Mr. Sayyed Raza, Managing Director & Ankita
Chopra has been appointed w.e.f. July 22, 2021 as a Company Secretary of the Company.
As the Companyâs securities were listed on SME platform of BSE Limited w.e.f. January
31, 2018. The information as per Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
applicable to the Company for the financial year 2021-2022, details of such is given in
Annexure III.
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. The Company has not received any
complaint on sexual harassment in FY 21-22. Corporate Governance Report Since the
Company has listed its securities on SME platform of BSE Limited during the year under
review, the provisions of Corporate Governance as specified in regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the Company for the financial year
ended March 31, 2022
In terms of the requirement of the Act, the Company has developed and implemented the
Risk Management Policy and the Audit Committee of the Board reviews the same
periodically.
The Company has in place a mechanism to identify, assess, monitor, and mitigate various
risks to business objectives. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuous basis. They are
discussed at the meetings of the board of directors of the company.
The Companyâs internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
statutory as well as Internal Auditors. Significant Audit observations and follow-up actions
thereon are reported to the Board. The Board of Directors reviews the adequacy and
effectiveness of the companyâs internal control environment and monitors the
implementation of audit recommendations.
The field related activities including employee background screening, verifications &
diligence continued to struggle with the industry output on projects & growth taking a steep
downturn. The hiring numbers in this period have been drastically lower and are struggling
to reach the pre Covid-19 benchmarks. This is primarily due to the fact that there is limited
lateral movement of employees as a lot of companies have laid of employees and this has
led to a higher degree of job security in the market.
The trading division has been a good decision of the past which has continued to strengthen
our muscle till the time our services bounce back.
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF
REPORT
There have been no material changes and commitments, if any, affecting the financial
position of the Company between the end of the financial year to which the financial
statements relate and the date of report.
During the year under review, your company does not have any Subsidiary, Joint Venture
Company or Associate Company as on 31st March, 2022 and any information for this
purpose is not applicable to the company.
During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 013 read with the Companies (Acceptance of Deposit)
Rules, 2014.Therefore the requirement for furnishing of details of deposits which are not
in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
During the year under review the Company has not entered into related party transactions
as per the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form
AOC-2 is not required. Further there are no materially significant related party transactions
during the year under review made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest
of the Company.
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
The Board of Directors of the Company has appointed M/s. Amruta Giradkar & Associates,
Practicing Company Secretary; to conduct the Secretarial Audit and his Report on
Companyâs Secretarial Audit Report is appended to this Report as ANNEXURE IV.
The report in respect of the Secretarial Audit carried out by Pimple & Associates, Company
Secretaries in Form MR-3 for the Financial Year 2021-22 forms part to this report as
Annexure II. The said report contains observation or qualification requiring explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.
Forms mandated to be filed during FY 2021-22, were not filed which includes, MGT-7,
MSME, DPT-3, MGT-15, MGT-14 and any other event based forms, prescribed under the
act.
The Company has also not spend the CSR amount of Rs. Rs. 2,61,094/ which was required
to be spend as per section 135(1) of companies act 2013, for financial year 2020-21.
Also following compliances as per SEBI (LODR) on BSE has not done within the stipulated
time:
a. Regulation 13(3): There were delay in submitting Investor Grievance Status for June
quarter during the FY.
b. Regulation 76: There were delay in submitting Reconciliation of Share Capital Audit
Report for June quarter during the FY.
c. Regulation 27(2): There were delay in submitting non applicability certificate for First
three quarters as required under this regulation during the FY.
d. Regulation 31: There were delay in submitting Share Holding pattern for Half Year
ended September 2021 during the FY.
e. Regulation 46: Website of the Company though being functional does not have certain
contents and disclosures as required under Regulation 46 of SEBI (LODR), 2015.
f. Regulation 33: There is a delay in submission of financial results for year ended on
March 31, 2022.
g. Regulation 34(1): There is a delay in submission of Annual Report for year ended on
March 31, 2022.
h. Certificate of Non Disqualification & Large entity (non-applicability) certificates were
not submitted during the previous FY.
i. Company also not formed the Stakeholderâs Relationship Committee & Nomination
and Remuneration Committee, which is required to form as per SEBI (Listing
obligation and disclosure requirements) Regulation 2015.
j. The Company was not appointed the company secretary from the date of July 31, 2019
till the date of July 21, 2021.
BSE has levied a Fine / Penalty (and continuing until submission) for various non¬
compliances mentioned above. The same remains unpaid and as per explanation given to
us, company has sought relief in penalties. Also, the Companyâs shares are debarred from
Trading and are Suspended, until compliance is made good.
In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s. RAK Champs & Co. LPP. Chartered Accountant, (Firm
Registration No. 131094W) was appointed as the statutory auditors of the Company to hold
office for one term of 5 years.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s.
RAK Champs & Co. LPP, Chartered Accountants (FRN: 131094W), Statutory Auditors, in
their Report on the accounts of the Company for the year under review. The observations
made by them in their Report are self- explanatory and do not call for any further
clarifications from the Board.
Conservation of Energy: In its endeavor towards conservation of energy, the Company
ensures optimal use of energy, avoid wastages and conserve energy as far as possible.
Technology Absorption: The Company has not carried out any research and development
activities.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings & Outgo during the year are as under:
a. Earnings - Nil
b. Outgo - Nil
The Companyâs shares are listed with the BSE having nationwide trading terminal under
SEBI (ICDR) Regulation 2009. During the year under review, the Companyâs Equity
Shares were listed at BSE Limited however trading in the share of company is suspended.
(SME listed company).
There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future.
The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the 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 disclosures
The provisions relating to Corporate Governance are not applicable to the Company.
Accordingly, your Company is not required to submit the Corporate Governance Report
with this Annual Report. However, keeping in view the objective of encouraging the use of
better practices, your Company has decided voluntarily to adopt and disseminate disclosure
of Corporate Governance which not only serve as a benchmark for the corporate sector but
also help the Company in achieving the highest standard of Corporate Governance.
The Company has in place the âPolicy on Prevention of Sexual Harassment at the
Workplaceâ in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under
review, no complaints were received by the Committee for Redressal.
Your Directors wish to express their grateful appreciation for co-operation and support
received from customers, financial institutions, Banks, regulatory authorities, customers,
vendors and members and the society at large. Deep sense of appreciation is also recorded
for the dedicated efforts and contribution of the employees at all levels, as without their
focus, commitment and hard work, the Companyâs consistent growth would not have been
possible, despite the challenging environment.
Date: November 09, 2023 Director Director
DIN: 00561701 DIN: 02497549
Mar 31, 2022
Your Directors have pleasure in presenting their Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2022.
|
Particulars |
2021-22 |
2020-21 |
|
Revenue from Operations |
3,27,519,431 |
30,11,54,610 |
|
Other Income |
1,33,57,278 |
2,78,20,568 |
|
Total |
34,08,76,709 |
32,89,75,179 |
|
Profit Before Interest, Tax & Depreciation |
3,75,99,197 |
4,64,75,133 |
|
Less: Financial cost |
2,46,81,897 |
2,21,76,631 |
|
Less: Depreciation |
1,27,03,348 |
1,62,99,533 |
|
Profit before Tax |
2,13,952 |
79,98,969 |
|
Less: Current Tax |
14,95,000 |
16,00,000 |
|
Less: Deferred Tax Asset / (Liability) |
-51,31,878 |
-16,84,793 |
|
Profit after Tax |
38,50,830 |
80,83,762 |
During the year the Company has generated revenue from operations of Rs. 34,08,76,709/-(including other income) and earned net profit after tax Rs. 38,50,830/- as compared with the corresponding figures in the previous year of Rs. 30,11,54,610/- and Rs. 80,83,762/-respectively. The total revenue is increased by Rs. 2,63,64,821/- as compared with last year as well as net profit after tax also decreased by Rs. 7,69,86,932/- as compared with last year.
CRP Risk Management Limited (CRP) (Previously known as CRP Technologies (India) Limited) was incorporated in the year 2000 in Mumbai. The Company is among Indiaâs leading risk mitigation consulting and Human Resource solutions providers. The Company is specialize in offering customized solutions to our corporate clients, based on their key risk frameworks. With a pan-India presence, offices across all major cities, and a proprietary network of field officers, The Company is one of the few entities in the country which is able to operationalize solutions for clients. Over the last decade, CRP has evolved from being a basic âcredit-checkâ entrepreneurial start-up an integrated risk mitigation organization; working with close to 300 leading Indian and Multinational Corporations and also have Veterinary division [CVD] which is a logical extension of the promoterâs historical family business. It has positioned itself as a premier market CVD and offers a unique combination of strengths not only restricted to sales but also robust market intelligence which helps our partners to penetrate new markets and customers at best possible timelines.
The Board of Director of the company has not proposed any dividend for the financial year ended March 31, 2022 due to loss incurred by the company.
The company has transferred the amount of Rs. 38,50,830 /- to the reserves for the financial year ended March 31, 2022.
The present Authorized Capital of the Company is Rs. 21, 00, 00,000 divided into 2,10,00,000 Equity Shares of Rs.10.00 each.
The present Issued, Subscribed & Paid-up Capital of the Company is Rs. divided into 17,48,49,000 Equity Shares of Rs. 10.00 each. During the year under review, no change took place in the authorized and paid-up share capital of the Company
There was no major event in the company during the financial year.
The Company does not have any subsidiary Company
There has been no change in nature of business of the Company during the financial year
Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2021-2022 is available on the companyâs website https: https://www.crp.co.in/ .
Your Company has optimum combination of Independent Directors, Non - Executive Director, Whole Time Director and Executive Director for smooth functioning of Company.
Composition of Board of Director and Key Managerial Personnel (KMP) as of March 31, 2022
|
Sr. No. |
Name |
Designation |
|
1. |
Mrs. Nisha Asrani |
Non-Executive Director |
|
2. |
Mr. Sayyed Raza |
Managing Director |
|
3. |
Mr. Surendra Hegde |
Independent Director |
|
4. |
Mr. Hemant Gada |
Independent Director |
|
5. |
Mr. Hitesh Asrani |
Director & Chief Financial Officer |
|
6. |
Ms. Ankita Chopra |
Company Secretary & Compliance Officer (w.e.f July 22, 2021) |
The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.
Mr. Sayyed Mohammed Raza (DIN: 02497549), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and Secretarial Standard, of the person seeking re-appointment/ appointment as director are also provided in Notes to the Notice convening the 22nd Annual General meeting.
In accordance with Section 203 of the Companies Act, 2013, the Company has Ms. Sayyed Mohammed Raza, Mr. Hitesh Parmananda Asrani and Ms. Ankita Chopra are acting as Managing Director, Chief Financial Officer and Company Secretary respectively.
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
During the year under review, 6 (Six) Board meetings were held dated 21/07/2021, 11/08/2021, 27/10/2021, 11/12/2021, 20/12/2021 and 20/1/2022, properly convened & held.
The details of attendance of each director at the Board Meetings are given below:
|
Name of directors |
No. of meetings eligible to attend |
No. of meetings attended |
|
Mrs. Nisha Asrani |
5 |
5 |
|
Mr. Sayyed Raza |
5 |
5 |
|
Mr. Surendra Hegde |
5 |
5 |
|
Mr. Hemant Gada |
5 |
5 |
|
Mr. Hitesh Asrani |
5 |
5 |
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
The Company has 3 Board Level Committees. All decisions and recommendations of the Committees are placed before Board for information and approval. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:
The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committeeâs role includes oversight of the financial reporting process, the audit process, the adequacy of internal controls, transactions with related parties and compliance with applicable laws and regulations..
The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee are financially literate and have requisite experience in financial management. The Audit Committee meets the Statutory Auditor and the Internal Auditor independently without the management at least once in a year. All the recommendations made by the Audit Committee were accepted by the Board.
During the year under reference, 4 (Four) Audit Committee meetings were dated August 112021, December11, 2021, December 20, 2021 and January 20, 2022 properly convened & held.
The Composition of the Audit Committee and the attendance of the Members of the Committee during the financial year ended March 31, 2022, are detailed below:
|
Name of the Director |
Designation |
No. of meetings eligible to attend |
No. of meetings attended |
|
Mr. Hemant Gada (Independent Director) |
Chairperson |
4 |
4 |
|
Mr. Surendra Hegde (Independent Director) |
Member |
4 |
4 |
|
Mr. Hitesh Asrani (Director) |
Member |
4 |
4 |
The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companyâs Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company i.e. www.crp.co.in.
The Stakeholderâs Relationship Committee is not formed as per SEBI (Listing obligation and disclosure requirements) Regulation 2015.
The Nomination and Remuneration Committee is not formed as per SEBI (Listing obligation and disclosure requirements) Regulation 2015.
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-
a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) 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.
Mr. Surendra Hegde and Mr. Hemant Gada are the Independent Directors on the Board of the Company. Both the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as âListing Regulationsâ. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act
The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting of Independent Directors was held on December 20, 2021.
The Company has put in place a system to familiarize the Independent Directors about the Company, its products, business operations in emerging markets, Quality Control and ongoing events relating to the Company
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board conducted the Annual Evaluation of the Board, on its own performance and of the Directors, individually as well as the evaluation of the working of the Committees of the Board. Structured questionnaire was prepared after taking into consideration various aspects of Boardâs functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction.
The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.
The Companyâs Code of Conduct, as adopted by the Board of Directors, is applicable to all Directors, Senior Management and Employees of the Company. The Code of Conduct of the Company covers substantial development, disclosure of material information, integrity of financial reporting, continuous improvement of the internal control system and sound investor relations.
The Company doesnât require to spend any CSR amount as per Section 135 of the Companies act, 2013 read with Schedule VII. The average profit preceding 3 years are negative of Rs. -1,14,75,175/- and thus company doesnât required to make any CSR provision.
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Hitesh Asrani, Chief Financial Officer, Mr. Sayyed Raza, Managing Director & Ankita Chopra has been appointed w.e.f. July 22, 2021 as a Company Secretary of the Company.
As the Companyâs securities were listed on SME platform of BSE Limited w.e.f. January 31, 2018. The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is applicable to the Company for the financial year 2021-2022, details of such is given in Annexure III.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has not received any complaint on sexual harassment in FY 21-22. Corporate Governance Report Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year ended March 31, 2022
In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.
The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. They are discussed at the meetings of the board of directors of the company.
The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory as well as Internal Auditors. Significant Audit observations and follow-up actions thereon are reported to the Board. The Board of Directors reviews the adequacy and effectiveness of the companyâs internal control environment and monitors the implementation of audit recommendations.
The field related activities including employee background screening, verifications & diligence continued to struggle with the industry output on projects & growth taking a steep downturn. The hiring numbers in this period have been drastically lower and are struggling to reach the pre Covid-19 benchmarks. This is primarily due to the fact that there is limited lateral movement of employees as a lot of companies have laid of employees and this has led to a higher degree of job security in the market.
The trading division has been a good decision of the past which has continued to strengthen our muscle till the time our services bounce back.
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments, if any, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.
During the year under review, your company does not have any Subsidiary, Joint Venture Company or Associate Company as on 31st March, 2022 and any information for this purpose is not applicable to the company.
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 013 read with the Companies (Acceptance of Deposit) Rules, 2014.Therefore the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
The Board of Directors of the Company has appointed M/s. Amruta Giradkar & Associates, Practicing Company Secretary; to conduct the Secretarial Audit and his Report on Companyâs Secretarial Audit Report is appended to this Report as ANNEXURE IV.
The report in respect of the Secretarial Audit carried out by Pimple & Associates, Company Secretaries in Form MR-3 for the Financial Year 2021-22 forms part to this report as Annexure II. The said report contains observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
Forms mandated to be filed during FY 2021-22, were not filed which includes, MGT-7, MSME, DPT-3, MGT-15, MGT-14 and any other event based forms, prescribed under the act.
The Company has also not spend the CSR amount of Rs. Rs. 2,61,094/ which was required to be spend as per section 135(1) of companies act 2013, for financial year 2020-21.
Also following compliances as per SEBI (LODR) on BSE has not done within the stipulated time:
a. Regulation 13(3): There were delay in submitting Investor Grievance Status for June quarter during the FY.
b. Regulation 76: There were delay in submitting Reconciliation of Share Capital Audit Report for June quarter during the FY.
c. Regulation 27(2): There were delay in submitting non applicability certificate for First three quarters as required under this regulation during the FY.
d. Regulation 31: There were delay in submitting Share Holding pattern for Half Year ended September 2021 during the FY.
e. Regulation 46: Website of the Company though being functional does not have certain contents and disclosures as required under Regulation 46 of SEBI (LODR), 2015.
f. Regulation 33: There is a delay in submission of financial results for year ended on March 31, 2022.
g. Regulation 34(1): There is a delay in submission of Annual Report for year ended on March 31, 2022.
h. Certificate of Non Disqualification & Large entity (non-applicability) certificates were not submitted during the previous FY.
i. Company also not formed the Stakeholderâs Relationship Committee & Nomination and Remuneration Committee, which is required to form as per SEBI (Listing obligation and disclosure requirements) Regulation 2015.
j. The Company was not appointed the company secretary from the date of July 31, 2019 till the date of July 21, 2021.
BSE has levied a Fine / Penalty (and continuing until submission) for various noncompliances mentioned above. The same remains unpaid and as per explanation given to us, company has sought relief in penalties. Also, the Companyâs shares are debarred from Trading and are Suspended, until compliance is made good.
In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s. RAK Champs & Co. LPP. Chartered Accountant, (Firm Registration No. 131094W) was appointed as the statutory auditors of the Company to hold office for one term of 5 years.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. RAK Champs & Co. LPP, Chartered Accountants (FRN: 131094W), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self- explanatory and do not call for any further clarifications from the Board.
Conservation of Energy: In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible.
Technology Absorption: The Company has not carried out any research and development activities.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings & Outgo during the year are as under:
a. Earnings - Nil
b. Outgo - Nil
The Companyâs shares are listed with the BSE having nationwide trading terminal under SEBI (ICDR) Regulation 2009. During the year under review, the Companyâs Equity Shares were listed at BSE Limited however trading in the share of company is suspended. (SME listed company).
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures
The provisions relating to Corporate Governance are not applicable to the Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but
also help the Company in achieving the highest standard of Corporate Governance.
The Company has in place the âPolicy on Prevention of Sexual Harassment at the Workplaceâ in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.
Your Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large. Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companyâs consistent growth would not have been possible, despite the challenging environment.
Date: November 09, 2023 Director Director
DIN: 00561701 DIN: 02497549
Mar 31, 2018
Dear Shareholders,
The Directors present their 18th Annual Report together with the Audited financial statements of your Company for the year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rupees)
|
PARTICULARS |
2017-18 |
2016-17 |
|
Revenue from Operations |
82,25,26,156 |
81,02,03,802 |
|
Other income |
15,09,812 |
1,09,16,273 |
|
Total Revenue |
82,40,35,968 |
82,11,20,075 |
|
Less: Expenditure |
69,87,75,374 |
69,49,70,837 |
|
Profit Before Finance cost, Depreciation and Tax |
12,52,60,594 |
12,61,49,238 |
|
Finance cost |
2,62,51,421 |
3,84,58,185 |
|
Depreciation |
1,74,20,568 |
1,69,49,190 |
|
Profit Before Tax |
8,15,88,606 |
7,07,41,862 |
|
Less: Current Tax |
2,13,21,128 |
1,32,97,691 |
|
Less: Deferred Tax |
11,71,027 |
69,40,156 |
|
Profit After Tax |
5,90,96,451 |
5,05,04,015 |
2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
During the year under review, the Company has earned a Profit Before Tax of Rs. 8,15,88,606/- as against the Profit Before Tax of Rs. 7,07,41,862/- in the previous year. The Net Profit for the year under review is Rs. 5,90,96,451/- as against the Net Profit of Rs. 5,05,04,015/- during the previous financial year.
Your Directors are continuously looking forward for avenues and optimistic future growth of the Company. Further the details of future outlook has been provided in Management discussion and Analysis.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of the business of the Company during the financial year 2017-18. However the Company has altered the object clause of the Memorandum of Association of the Company by passing special resolution by requisite majority of the members through postal ballot and shall be deemed to have been passed on 03rd July, 2018, for expansion of its business activities which can be advantageously combined with the existing business of the Company
4. DIVIDEND:
In order to conserve resources of the Company, Your Directors have not recommended any dividend for the financial year ended 31st March, 2018.
5. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, of your Company state that -
a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure(s), if any;
b) the Directors have selected appropriate accounting policies have been selected and applied consistently and have 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 year;
c) the Directors 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;
d) the Directors have prepared the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
6. MANAGEMENT DISCUSSION AND ANALYSIS:
To avoid duplication between Board''s Report and the Management Discussion and Analysis, your Directors have presented a composite report.
Business Overview :-
CRP Risk Management is one of India''s leading Risk Management enterprise, the first to be listed on the Bombay Stock Exchange SME. We are a FieldTech⢠company. We are experts in Field Management using the latest and best technological tools. CRP has a vast field force spread intelligently all across India that delivers to you a world class field experience. This is driven from an extremely efficient control room, managing over 550 highly trained, on-roll, field operatives who thrive on great service and speed. With clients across Banking, Insurance, IT, ITES, Pharma and more, we understand specific client needs, and offer customized solutions to fulfill these needs.
Our best-in-class proprietary technology and benchmarked information security practices validated with our ISO 27001:2013 certification ensures that your objectives are efficiently met. This also enables us to manage high volumes seamlessly. Technology, process engineering and innovation have always been the strongest business drivers which have led to CRP taking a leadership position in our industry.
We understand India best- with an operational delivery model that covers every pin code in India, we pride ourselves for delivering the most aggressive TATs, strong audit trails & quick response times for your portfolio.
We have re-structured our service business into three strategic business units while the fourth, our CVD division continues as earlier:
Within the SBU 1, our service spread consists of
Banking & Financial Institutions
- Credit verifications
- Customer diligence
- NPA Investigations
- Skip tracing
Life Insurance
- Pre-issuance checks
- Document collection
- Claims investigations
Non- Life Insurance [Motor & Health] Pre-issuance checks Document collection Claims investigations Unclaimed refunds
Our Competitive Strengths
- Umbrella Services of Risk Management:
- Delivery of Larger Volumes
- Our process: The delivery of our processes is managed through a combination of high end technology and standardized ISO 9001-2015 and ISO/IEC-27001: 2013 certified processes and globally accepted best practices on various audit process and data security.
Our Business Strategy
- Focus on the core sectors of Banking, which is grappling with mounting NPAs, Insurance
- Develop innovative tech based products
- Expansion of our service and geographical offerings
- Industry vertical based focus Our Products/Services
- Insurance Services.
- Risk profiling
- Field Verification.
- NPA Investigation.
- Proactive diligence
- Veterinary Division (Trading)
Significant developments subsequent to the last financial year:
Except as otherwise stated after the date of last balance sheet i.e. March 31, 2018, the Directors of your Company confirm that, there have not been any significant material developments.
Key factors affecting the results of operation:
Our Company''s future results of operations could be affected potentially by the following factors:
Competition:
In this age of competition, we firmly believe that we should always have healthy and stiff competition. This results in delivering the best and in the longer run ensuring long term profits to our clients. But at the same time, one has to be a step forward compared to competition as this helps you to be the leader and enforcing others into your footsteps.
Technology:
We are primarily in the business of providing services through technology-driven media, and we rely on information technology and telecommunications systems and networks and related infrastructure, some of which have been customized and developed internally. As such, our business operations, the quality of our service and our ability to attract and retain customers depend on the efficient and uninterrupted operation, reliability, speed and availability of such systems, networks and infrastructure, both internal and external.
Database Protection:
If third parties, including our current or future competitors, or our employees are able to circumvent our protection measures which are put in place for the protection of our database or systematically copy our content or misappropriate confidential information, our business and reputation would be adversely affected.
Foreign exchange risks:
We are exposed to fluctuations in exchange rates between the US Dollar and the Indian Rupee. Our exchange rate risk primarily arises from our foreign currency revenues, receivables, payables etc. We have revenues in foreign currencies especially US$. The foreign exchange fluctuation affects the revenues in absolute terms when converted into Indian rupees. To this extent, the revenues will be higher or lower depending on the depreciation or appreciation of Indian Rupee in foreign currency terms.
Regulatory developments:
Our Company is regulated by the Companies Act, 2013 and some of its activities are subject to supervision and regulation by statutory and regulatory authorities. It is therefore subject to changes in Indian law, as well as to changes in regulation and government policies and accounting principles.
7. SHARE CAPITAL:
Authorised Share Capital
During the year, your Company has increased authorised share capital vide Ordinary resolutions passed at Extra Ordinary General Meeting held on October 03, 2017 from Rs.14,00,00,000/- (Rupees Fourteen Crores) divided into 1,39,99,000 (One Crores Thirty Nine Lakh Ninety Nine Thousand) Equity Shares of Rs. 10/- each and 1,000 (One Thousand) Preference Shares of Rs. 10/- each to Rs. 21,00,00,000 (Rupees Twenty One Crores) divided into 2,09,99,000 (Two Crores Nine Lakh Ninety Nine Thousand) Equity Shares of Rs. 10/- each and 1,000 (One Thousand) Preference Shares of Rs. 10/- each by creation of additional 70,00,000 (Seventy Lakh) Equity Shares of Rs. 10/- each ranking pari-passu in all respects with the existing Equity Shares of the Company.
Issued and Paid-Up Share Capital
Bonus Issue
Your Company vide Board resolution dated June 22, 2017 and Shareholders resolution passed at Extra-ordinary Meeting dated July 20, 2017, issued and allotted 65,00,000 Equity shares as bonus to the existing shareholders as on July 20, 2017 in the ratio of 1:1 by capitalizing Rs.6,50,00,000 out of general reserves.
Right Issue
Your Company vide Board resolution dated 15th September, 2017 has issued and offered 4,84,900 equity shares of Rs.10/-(Ten) each at a premium of Rs.20/- (Twenty) for Right issues in one or more tranches to the existing shareholders of your Company in the proportion of 373 new shares for every 10,000 equity shares held as on 15th September, 2017. Details of allotment of shares are as follows;
1. The Company has allotted 66,400 Equity Shares @ Rs.30/- per share which includes a premium of Rs.20/- per share on 06th October, 2017.
2. The Company has allotted 68,000 Equity Shares @ Rs.30/- per share which includes a premium of Rs.20/- per share on 07th October, 2017.
3. The Company has allotted 60,000 Equity Shares @ Rs.30/- per share which includes a premium of Rs.20/- per share on 09th October, 2017.
4. The Company has allotted 2,07,000 Equity Shares @ Rs.30/- per share which includes a premium of Rs.20/- per share on 10th October, 2017.
5. The Company has allotted 83,500 Equity Shares @ Rs.30/- per share which includes a premium of Rs.20/- per share on 12th October, 2017.
Initial Public Offer
Your Directors are pleased to inform you that during the year under review, the Company came out with an Initial Public Issue (IPO) of 51,36,000 Equity Shares of Rs. 10/- each for a cash price of Rs. 60/- per Equity Share (including a share premium of Rs.50/- per Equity Share) which comprise of followings-
1. Fresh Issue: Fresh issue of 40,00,000 Equity Shares @ Rs. 60/- which includes a premium of Rs.50/- per share ; and
2. Offer for sale: The Company has been authorised by the Shibani Belwalkar (Non-Promoter Selling Shareholder) Vide her Consent letter dated 24th October, 2017 for offer for sale of 11,36,000 equity shares @ Rs. 60/- which includes a premium of Rs.50/- per share.
The Company''s Equity Shares got listed on the SME Platform of BSE Limited (BSE) on January 31, 2018.
8. RELATED PARTY TRANSACTION:
All transactions entered by the Company with Related Parties during the financial year 2017-18 as defined under section 2 (76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were in the Ordinary Course of Business and were at Arm''s Length pricing basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder. The Company paid salary/remuneration to Directors and to relative within the approved limits under the Act .
There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company.
Particulars of contracts or arrangements with related parties in the prescribed Form AOC- 2, are provided as Annexure - 1 to this Report.
9. SUBSIDIARIES
Since the Company does not have any subsidiary company or associate or joint venture as on 31st March, 2018, consolidated financial statements are not required to be prepared.
10. CORPORATE GOVERNANCE:
Your Company is committed and has been complying with principles of Good Corporate Governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, provisions of Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the said Regulations are not applicable to your Company. Hence, report on Corporate Governance is not annexed along with this Report.
11. LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan, Guarantee and made any investment during the year pursuant to Section 186 of the Companies Act, 2013.
12. PUBLIC DEPOSITS:
During the year under review, your Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed / unpaid matured deposit or interest due thereon.
13. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this Report.
14. CORPORATE SOCIAL RESPONSIBILITY:
Inclusive growth and sustainable development are strong pillars of your Company''s responsible corporate citizenship and are a part of the core values and driving force for many of its initiatives.
The Company believes that responsible investments in this regard will generate long term value for all the stakeholders. In accordance with requirements of the Companies Act 2013, the Company has a Corporate Social Responsibility Committee comprising of a Mr. Hitesh Asrani, Chairman of the Committee, Mr. Sayyed Mohammed Raza and Mr. Surendra Hegde as members.
The CSR Policy of the Company framed under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is available on the Company website link: http://crp.co.in/wp-content/ uploads/2018/07/CSR-PQLICY- Board-Approval-date-09.09.2015.pdf
During the year, the Company contributed Rs.11,05,772/- (Rupees Eleven Lakh Five Thousand Seven hundred and Seventy Two only) towards the CSR activities to the H R Education & Charitable Foundation. The Report on CSR activities during the year under review is annexed herewith as Annexure - 3 to this report.
15. STATUTORY AUDITORS:
At the Extra-Ordinary General Meeting held on the 15th February, 2017, M/s. L.T. Jadav & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company for a period of 3 years. As required by the Companies Act, 2013 provisions in force, their appointment has to be ratified at each AGM. The Company has received letter from them to the effect that their appointment is within the prescribed limits and confirming that they are eligible for such appointment pursuant to the provisions of Companies Act, 2013 and applicable statutory provisions.
Accordingly, the Audit Committee and Board of the Company have considered and recommend to the members the ratification of their appointment as statutory auditor of the Company at the ensuing Annual General Meeting. Members are requested to ratify the said appointment.
16. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 M/s. Niyati Mehta & Associates, Practicing Company Secretaries (C.P. No.: 16159), have been appointed to undertake the Secretarial Audit of the Company for the year ended on 31st March, 2018.
The Secretarial audit report forms a part of this report and is annexed as Annexure 4. The said report does not contain any qualification, adverse remarks or disclaimer.
17. COST RECORDS:
The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hitesh Asrani (DIN: 00561701) Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The brief resume of Mr. Hitesh Asrani and other information under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re-appointment has been provided in the Notice convening 18th AGM. Your Directors recommend his re-appointment.
The Members appointed Mr. Surendra Shyam Hegde, as an Independent Director of the Company to hold office for 5 Consecutive years form 11th September, 2017 to 31st March, 2022 and Mrs. Supriya Ashish Bhojane, as an Independent Director of the Company to hold office for 5 Consecutive years from 03rd October, 2017 to 02nd October, 2022 not liable to retire by rotation. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.
Mrs. Nisha Asrani, Non-Executive Director was appointed by Members on 11th September, 2017 as a Director liable to retire by rotation.
The Board of Directors re-designated Mr.Hitesh Asrani, as Chief Financial Officer of the Company with effect from 11th September, 2017 and Mr.Sayyed Mohammed Raza as the Managing Director with effect from 11th September, 2017.
During the year, the Mr. Hemnath Devadiga was appointed as a Director by the Members of the Company vide Ordinary resolution passed on 31st July, 2017 who resigned from the Post of the Director w.e.f 25th September,2017.
During the year, the Mr. Kaushik Prashanth was appointed as an Independent Director by the Members of the Company vide Ordinary resolution passed on 11th September, 2017 who resigned from the Post of the Director w.e.f 25th September, 2017.
During the year, the Mr. Rahul Belwalkar was appointed as a Director by the Members of the Company vide Ordinary resolution passed on 02nd May, 2017 who resigned from the Post of the Director w.e.f 08th May, 2017.
During the year, Mr. Honne Chandre Gowda resigned from the Post of the Director and the same was accepted by the Board vide Board resolution passed on 01 * August, 2017.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
During the year, Mr. Kushal Jain was appointed as a Company Secretary w.e.f 28th August, 2017 who resigned from his office w.e.f 09th November, 2017. Ms. Bina Darji was appointed as Company Secretary of the Company w.e.f 10th November, 2017.
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Sayyed Mohammed Raza, Managing Director, Mr. Hitesh Asrani, Chief Financial Officer, and Ms. Bina Darji, Company Secretary are the Key Managerial Personnel of the Company as on date of the report.
19. BOARD EVALUATION:
The Board of Directors carried out an annual evaluation of its own performance and performance of the Chairman, Board Committees, and individual Directors pursuant to the provisions of the Companies Act, 2013. The Board, along with the Nomination and Remuneration committee, developed and adopted the criteria and framework for the evaluation of each of the Directors and of the Board and its Committees.
In addition, pursuant to the provisions of Schedule IV to the Companies Act, 2013 the Independent Directors reviewed the performance of the Non- Independent Directors and of the Board as a whole, performance of the Chairman of the Board taking into account the views of all the Directors, and the quality, quantity and timeliness of flow of information between the Company management and the Board and its sufficiency for the Board to effectively perform its duties.
20. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
The Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.
21. VIGIL MECHANISM:
The Company has a well-established whistle blower policy as part of vigil mechanism for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy on Vigil Mechanism is posted on the website of the Company or link, http://crp.co.in/wp-content/uploads/2018/07/Policy-Whistle-Blower.pdf
22. RISK MANAGEMENT POLICY:
The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.
23. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE 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 statement relates on the date of this report.
24. EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
There was no qualification, reservation or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.
25. MEETING OF THE BOARD OF DIRECTORS:
Composition of the Board of Directors of the Company is in conformity with the requirements of Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board meets at regular intervals to discuss on Company''s Business policy/strategy apart from other business of the Board. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
The Board of Directors duly met 23 (Twenty three) times during the financial year 2017-18 on following dates:
|
12th April, 2017 |
14th August, 2017 |
07th October, 2017 |
09thNovember, 2017 |
|
08th May, 2017 |
28th August, 2017 |
09th October, 2017 |
10thNovember, 2017 |
|
12th May, 2017 |
01st September, 2017 |
10th October, 2017 |
16th December, 2017 |
|
22nd June, 2017 |
15th September, 2017 |
12th October, 2017 |
08th January, 2018 |
|
20th July, 2017 |
25th September, 2017 |
18th October, 2017 |
25th January, 2018 |
|
01st August, 2017 |
06th October, 2017 |
23rd October, 2017 |
In terms of requirements of Schedule IV of the Act a separate meeting of Independent Directors was held on 27th January, 2018, to review the performance of Non-independent Directors (including the Chairman), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board.
26. COMMITTEE OF THE BOARD:
The Company has duly constituted the following mandatory committees in terms of the provisions of the Companies Act, 2013 read with rules framed thereunder. There are five committees of the Board:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Corporate Social Responsibility Committee
- Risk Management Committee
The Composition of Board Committees as on date is as follows:
|
Audit Committee |
Nomination & Remuneration Committee |
Stakeholders Relationship Committee |
Corporate Social Responsibility Committee |
Risk Management Committee |
|
|
Mr.Hitesh Parmanand Asrani (CFO) |
/ |
/ |
/ (Chairman) |
/ |
|
|
Mr. Sayyed Mohammed Raza (Managing Director) |
/ |
/ |
/ (Chairman) |
||
|
Mrs. Nisha Asrani (Non-Executive Director) |
/ |
/ (Chairperson) |
/ |
||
|
Mr.Surendra Hegde (Independent Director) |
/ |
/ |
/ |
||
|
Mrs.Supriya Bhojane (Independent Director) |
/ (Chairperson) |
/ (Chairperson) |
27. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:
The primary responsibility of the Nomination and Remuneration Committee (NRC) is to identify and nominate suitable candidates for Board membership. The Committee also formulates policies relating to the remuneration of Directors, Key Managerial Personnel and other senior employees of the Company.
The Committee, while evaluating potential candidates for Board Membership, Considers a variety of personal attributes, including experience, intellect, foresight, judgment, and transparency, and match these with the requirements set out by the Board. The basic responsibility of NRC with regards to Director''s appointment is provided in the NRC Policy. The Policy is posted on the website of the Company or link, http://crp.co.in/wp-content/uploads/2018/07/Nomination Policy.pdf
28. PARTICULARS OF EMPLOYEE AS REQUIRED UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Relations between the management and employees were cordial through-out the year.
Disclosure relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 5 of the report.
The 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 annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 18th Annual general meeting and up to the date of the said Annual general meeting during normal business hours on working days.
29. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):
The Directors state that applicable Secretarial Standards have been duly followed by the Company.
30. TRANSFER TO RESERVES:
The amount of Rs.5,90,96,451/- to be carried as profit of the balance sheet for the financial year 2018. It is being proposed to carry this amount in to Reserves and surplus account. The particulars of the same in the prescribed format are provided into Note No.2 of the financial statement of the Annual report.
31. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is provided as Annexure 6 to this Board''s Report.
32. DISCLOSURE REGARDING UTILIZATION OF IPO FUNDS:
There is no deviation in the utilisation of the Proceeds from the objects stated in the prospectus
The details regarding the funds utilized by the company from proceeds of IPO upto 31.03.2018 are as follows:
(Rs. In lakhs)
|
Sr. No. |
Particulars |
Project utilization of Net Proceed |
Actual utilization of Funds during the Financial Year ended March 31, 2018 |
|
1. |
Prepayment or repayment of a portion of loan facilities availed by our Company |
175.00 |
175.00 |
|
2. |
Purchase of Computer Hardware and Office Equipment |
88.54 |
88.54 |
|
3. |
Meeting Additional Working Capital Requirements |
1026.90 |
1026.90 |
|
4. |
Additional Infrastructure at our Registered Office and Corporate Office at Mumbai |
223.08 |
223.08 |
|
5. |
Marketing and Brand Building |
225.38 |
225.38 |
|
6. |
General Corporate Purposes |
481.97 |
481.97 |
|
7. |
Issue Expenses |
179.13 |
179.13 |
|
Total |
2400.00 |
2400.00 |
33. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT UNCLAIMED SUSPENSE ACCOUNT
There are no shares lying in Demat Suspense Account / Unclaimed Suspense Account.
34. SIGNIFICANT AND MATERIAL ORDERS:
A criminal complaint bearing Cr.No.37 / 2014 has been registered by the Assistant Commissioner of Police, City Special Branch, Bangalore under section 420,465,468,471,472, 473, 484 and 120 of the Indian Penal Code against our company and our promoter and Executive Director Hitesh Asrani. Vide the said criminal complaint it was alleged, inter alia, that our Company instead of applying and obtaining genuine police verification certificates has forged the seal and signature of many police officers across the country and fabricated fake police verification certificates and has provided these fake police verification certificates to several of its clients to avoid the payment of legal fees to the police department / government and to make undue profit. Our Company and our Promoter and Executive Director Hitesh Asrani have submitted that one of the accused in the matter, Vanaraj & Associates with whom our Company had an agreement pursuant to which police verification was being conducted by Vanaraj & Associates for and on behalf of our Company was responsible for the above and that our Company and our Promoter and Executive Director Hitesh Asrani were unaware of such illegal activities. The Final order was passed by Addl. Metropolitan Magistrate Bangalore on 16th February, 2018 in the favour of the accused, stating that accused is not found guilty for the offences punishable under the Section 420,465,468,471,472, 473, 484 and 120 of the Indian Penal Code. Therefore, he is acquitted for the said offence under section 248(1) of Cr.p.c.
35. COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is in Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a prevention of Sexual harassment policy in place. The Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. Further, the Company conducts awareness programs at regular intervals.
36. CAUTIONARY STATEMENT:
Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.
37. ACKNOWLEDGEMENT:
The Directors wish to place on record their deep sense of appreciation to the Company''s Bankers, Customers, Regulatory Authorities, Auditors and all the employees for their unstinted support. Your directors also wish to thank the all the shareholders and investors for confidence reposed in the management of the Company.
For and on behalf of the Board of Directors
CRP Risk Management Limited
Registered Office: Nisha Asrani
B - 208,209 Classique Centre, Off Mahakali Caves, DIN: 06399098
Andheri - (East), Mumbai - 400093 Chairperson
Date: 28th August, 2018
Place: Mumbai
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