Directors Report of Crimson Metal Engineering Company Ltd.

Mar 31, 2014

Dear Shareholders,

The directors have the pleasure in presenting the 30th Annual Report and that of the Auditors together with the audited Balance Sheet as at 31st March 2014 and profit and loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March 2014 are as under:

(Rupees in lakhs) 31.03.2014 31.03.2013

INCOME 6280.53 11844.71

EXPENDITURE 5811.89 11315.12

EBITDA 468.63 529.59

PBT 93.44 120.60

PAT 62.89 97.20

COURSE OF BUSINESS AND OUTLOOK

Your company had achieved a turnover of Rs. 628,053,482 as compared to the turnover of Rs. 1,184,471,241 in the previous year. The profit before tax was Rs. 9,344,405 as compared to profit of Rs. 12,060,778 last year. With continued confidence of all our associates, we will aggressively meet all the challenges with renewed faith in our company and the future that we all share.

DIVIDEND:

In order to stream line Company''s business model, the board of directors have decided not to declare any dividend for the current fiscal. The profits, retained by the company during the financial year 2013-14, has been carried over to the Reserves and Surplus Account.

DIRECTORS:

The Company has, pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement entered into with the Stock Exchange, as amended from time to time, appointed MrJanarthanan Atashary Karunakaran Nayar (A J Meon), Shri. Ramaiyengar Chari, Shri. Mahabir Singh Sehrawat and Shri. Krishan Chand Batra as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, the above persons are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mr. Narayanamurthy Seshadri retire by rotation and being eligible offer himself for re-appointment.

AUDITORS

The auditors of the company M/s Abhay Jain & Co., Chartered Accountants retire at the conclusion of the meeting and are eligible for reappointment. The auditors have expressed their willingness to continue in office if they are reappointed. Your Board recommends their reappointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure to this Report.

EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS; DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCT AND SERVICES AND EXPORT PLANS: The company has done export in a small by way of deemed export for Rs.78,11,363.

FOREIGN EXCHANGE EARNIGNS/OUTGO: Foreign Earnings : Nil Foreign Outgo : Nil

DIRECTOR''S RESPONSIBILITY STATEMENT:

Directors hereby declare:

- That in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation related to material departures.

- That 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 period and of the profit and loss of the company for that period.

- That the directors have taken proper and sufficient care has been taken 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 subject to the inherent limitations that should be recognized in weighing the assurance..

- That the directors had prepared the annual accounts on a going concern basis.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company''s vision and strategy to deliver another record performance.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS REPORT:

A report of Compliance Of Corporate Governance, pursuant to clause 49 of the Listing Agreement, as on 31.03.2014 duly certified by the auditors of the company and the Management Discussion Analysis report is annexed.

COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from a Company Secretary in whole time practice, confirming that the company has complied with all the provisions of Companies Act, 1956.

ACKNOWLEDGEMENT:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders ,including company''s bankers, Government authorities etc.

Your directors also wish to thank the executives, staff & workers at all levels of the company.

For and on behalf of the Board

Sd/- Sd/- Vinay Goyal S.N.Seshadri Managing Director Whole Time Director

Place: Chennai Date: 14.08.2014

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Mar 31, 2013

The directors have the pleasure in presenting the 29th Annual Report and that of the Auditors together with the audited Balance Sheet as at 31st March 2013 and profit and loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March 2013 are as under:

(Rupees in lakhs)

31.03.2013 31.03.2012

INCOME 11844.71 13205.84

EXPENDITURE 11315.12 12986.79

EBITDA 529.59 219.04

PBT 120.60 43.01

PAT 97.20 46.80

COURSE OF BUSINESS AND OUTLOOK

Your company had achieved a turnover of Rs. 1,184,471,241 as compared to the turnover of Rs.1,320,584,191 in the previous year. The profit before tax was Rs. 12,060,778 as compared to profit of Rs. 4,301,236 last year. With continued confidence of all our business associates, we will aggressively meet all the challenges with renewed faith in our company and the future that we all share.

DIVIDEND:

The Board of Directors have adjusted the current year profits against the accumulated losses of the previous years, and hence has not recommended any dividend for the financial year ended 31st March 2013.

DIRECTORS:

Mr. Ramaiyengar Chari and Mr. A J Menon retire by rotation and being eligible offer themselves for re-appointment.

Mr.Ramkishan Yadve was appointed as Whole Time Director with effect from 27.12.2012. Since his appointment has to be approved by the Shareholders at the General Meeting your Board of Directors recommends the resolution relating to the said appointment to the shareholders for their approval.

AUDITORS

The auditors of the company M/s Abhay Jain & Co., Chartered Accountants retire at the conclusion of the meeting and are eligible for reappointment. The auditors have expressed their willingness to continue in office if they are reappointed. Your Board recommends their reappointment.

Directors hereby declare:

- That in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation related to material departures.

- That 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 period and of the profit and loss of the company for that period.

- That the directors have taken proper and sufficient care has been taken 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 subject to the inherent limitations that should be recognized in weighing the assurance..

- That the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure to this Report.

EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS; DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCT AND SERVICES AND EXPORT PLANS:

The company has done export in a small by way of deemed export for Rs.3,42,11,949.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company''s vision and strategy to deliver another record performance.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS REPORT:

A report of Compliance Of Corporate Governance, pursuant to clause 49 of the Listing Agreement, as on 31.03.2013 duly certified by the auditors of the company and the Management Discussion Analysis report is annexed.

company has obtained a certificate from a Company Secretary in whole time practice, confirming that the company has complied with all the provisions of Companies Act, 1956.

ACKNOWLEDGEMENT:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders including Company''s Bankers, Financial Institutions and Government Authorities etc.,. Your directors also wish to thank the Executives, Staffs and Workers at all levels of the Company for their devoted service in the success of the company.

For and on behalf of the Board

Vinay Goyal S.N.Seshadri

Managing Director Whole Time Director

Place: Chennai

Date: 14.08.2013

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Mar 31, 2011

Dear Members,

The directors have the pleasure in presenting the 27th Annual Report and that of the Auditors together with the audited Balance Sheet as at 31st March 2011 and profit and loss account for the year ended on that.

PERFORMANCE

The financial results for the year ended 31st March 2011 are as under:

Rs. (In Lacs)

31.03.2011 31.03.2010

Income 8116.51 6810.62

Expenditure 7959.60 6444.94

Profit / (Loss) before Tax 101.16 429.27

Profit /( loss )After Tax 101.16 429.27

COURSE OF BUSINESS AND OUTLOOK

During the year progress has continued in the company's performance. Your company had achieved a turnover of Rs. 8165.34 lacs as compared to the turnover of Rs.6618.31 lacs. The profit before tax was 101.16 lacs as compared to profit of Rs. 429.27 lacs. With continued confidence of all our associates, we will aggressively meet all the challenges with renewed faith in our company and the future that we all share.

The company has received the sanctioned scheme from BIFR and is taking steps to implement the order. Among others reorganisation of capital is implemented as Per BIFR order,as elaborately explained under point 13 under Significant accounting policies. Your company is taking all proactive steps to come out of BIFR"

Dividend:

Since the Board of Directors have adjusted the current year profits against the accumulated losses of the previous years, not recommended any dividend for the financial year ended 31st March 2011.

DIRECTORS:

Shri Ram Iyengar Srinivasa Chari and Shri. A.J.Menon retires by rotation and being eligible offer for re-appointment.

During the year the Board of Directors have appointed Shri. Krishan Chand Batra and Shri. Mahabir Singh as Additional Directors U/s.260 of the Companies Act, 1956 and these Directors vacates the office at the ensuing Annual General Meeting . Notice has been received from members proposing the candidature of the said directors for appointment as Directors pursuant to section 257 of the Companies Act, 1956.

Mr. Ramesh Menon has resigned from the Board during the financial year and the Board took on record the valuable servicess rendered by him.

Apart from the above, the Board of Directors seeks the approval of the share holders for the re-appointment of Mr.A.K.DAS and Mr.S.N.SESHADRI as whole Time Directors for a further period of Five years.

AUDITORS

The auditors of the company M/s ABHAY JAIN & CO., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for the current financial year. The auditors have expressed their willingness to continue in office if they re-appointed. Your Board recommends their re-appointment..

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure to this Report.

EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS; DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCT AND SERVICES AND EXPORT PLANS:

The company has started export activities in a small way.

FOREIGN EXCHANGE EARNIGNS/OUTGO:

Foreign Earnings : Rs.4826752

Foreign Outgo : Rs. Nil

Director's Responsibility Statement:

Directors hereby declare:

- That in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation related to material departures.

- That the directors had selected such accounting policies and applied them consistently and made judgements 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 period and of the profit and loss of the company for that period.

- That the directors have taken proper and sufficient care has been taken 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 subject to the inherent limitations that should be recognized in weighing the assurance..

- That the directors had prepared the annual accounts on a going concern basis.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company's vision and strategy to deliver another record performance.

Corporate Governance:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31.03.2011 duly certified by the auditors of the company is annexed.

Compliance Certificate:

Compliance Certificate obtained from the Practising Company Secretary is attached with this Annual Report.

Acknowledgement:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of all our employees, the board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/- Chairman

Place: Chennai Date : 03.09.2011

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Mar 31, 2010

The Directors have the pleasure in presenting the ANNUAL REPORT and that of the Auditors together with the audited Balance Sheet as at 31st March 2010 and the Profit and Loss account for the year ended on that date.

CHANGE OF NAME OF THE COMPANY

The name of the company has been changed from SRI SAARBATI STEEL TUBES LIMITED to CRIMSON METAL ENGINEERING COMPANY LIMITED by virtue of special resolution at the Extra-Ordinary General Body Meeting held on 29.01.2009. Subsequently a fresh certificate of incorporation has been obtained from the Registrars of Companies, Chennai regarding the change of name from Sri Saarbati Steel Tubes Limited to Crimson Metal Engineering Company Limited.

Hence w.e.f. 2nd April 2009 the name of the company is CRIMSON METAL ENGINEERING COMPANY LIMITED.

PERFORMANCE

The financial results for the year ended 31st March 2010 are as under:

Rs. (In Lacs)

31.03.2010 31.03.2009

Income 6810.62 10114.51

Expenditure 6444.94 9594.76

Profit / (Loss) before Tax 429.27 1359.68

Profit /( loss )After Tax 429.27 1356.51

COURSE OF BUSINESS AND OUTLOOK

During the year, progress has continued in the companys performance. Your company had achieved a turnover of Rs. 6810.62 lacs as compared to the turnover of Rs. 10114.64 lacs. The profit before tax was Rs. 429.27 lacs as compared to profit of Rs. 1359.68 lacs. With continued confidence of all our associates, we will aggressively meet all those challenges with renewed faith in our company and the future that we all share .

DIVIDEND

Since the Board of Directors have adjusted the current year profits against the accumulated losses of the previous years, not recommended any dividend for the financial year ended 31st March 2010.

DIRECTORS

Shri. S.N. Seshadri and Shri. C. Ramesh Menon retired by rotation and being offer for re-appointment.

AUDITORS

The auditors of the company M/s ABHAY JAIN & CO., Chartered Accountants retire at the conclusion of the meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure to this Report.

EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS; DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCT AND SERVICES AND EXPORT PLANS:

The Company has exported pipes during the year and expecting to do more exports in the coming year.

FOREIGN EXCHANGE EARNINGS/OUTGO

Foreign Earnings : Rs.18,90,064/-

Foreign Outgo : Rs.3,09,405/-

DIRECTORS RESPONSIBILITY STATEMENT

Directors hereby declare:

- That in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation related to material departures.

- That the directors had selected such accounting policies and applied them consistently and made judgements 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 period and of the profit and loss of the company for that period.

- That the directors have taken proper and sufficient care has been taken 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 subject to the inherent limitations that should be recognized in weighing the assurance..

- That the directors had prepared the annual accounts on a on going concern basis.

EMPLOYEE RELATIONS

Employee relations throughout the company was harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the companys vision and strategy to deliver another record performance.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporater governance as on 31/03/2010 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENT

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of all our employees, the board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/-

Place: Chennai

Date: 14.08.2010 Chairman