The Roai'd of Directors hereby submits the 39'11 Annual Report of your Company (‘the Company’), together with the audited financial statement, for the financial year ended on March 3 1,2024 ('Year' or ‘Financial Year’).
Financial Results: ___
f At twr Indian Arrmintino SltanHarrlc^ C-Vintiiinl in I fkLrhl
|
Particulars
|
For [lie year ended March 3i. 2024
|
For the year Ended March 31,2023
|
0)
|
Revenue from operations and other income
|
5,316.99
|
5.278.05
|
m
|
Gross Profit before Finance Cost, Depreciation and 'luxation (PRIDT)
|
719.11
|
723.64
|
|
Less; Finance Cost
|
2.51
|
1.05
|
till)
|
Profit before Depreciation anti Taxation
|
716.60
|
722.59
|
|
Less : Depreciation
|
53.32
|
75. Ill
|
(iv)
|
Profit Before Tax (PBT)
|
65 3.28
|
647.41
|
(V)
|
Less: Provision for Taxes:
|
|
|
|
(a) Current Tax
|
169.49
|
373.01
|
|
(b) Prior Year Tax
|
(2.09)
|
10.47
|
|
(c) Deferred Tax
|
(20.7*)
|
(14.86)
|
(Vi)
|
Pro fir after Tax (PAT l PAID!)
|
506.66
|
478.79
|
Operational performance: -
The Company continues to specialize in the manufacturing of investment easting products and lias expanded its revenue streams through windmill turbines. With a robust production eapadly. the Company now supplies over 5000 different types of castings in both as-cast and fully machined conditions, These products cater to a wide range of eng i nee ring applications, including pumps and valves, defense, oi I a nd re finciy, fire contro I eq u i pment, and autoraobi I es, amoti g oth ere.
Financial performance: -
The financial year 2023-24 marked a steady performance for the Company, with revenue reaching Its. 5,3 i 6.99 lakh, reflecting a modest increase from the previous year. The Gross Profit before Finance Cost, Depreciation, and taxation (PRIDT) was Its. "19.11 lakh, maintaining stability co m pared to the prior year. The Company successfully managed its finance costs, which remained minimal at Rs. 2.51 lakh. Profit R^foiv Tax (f’RT) saw a slight improvement to R.s, 653.28 I akb. and after accounting for taxes, the Profit After Tax (PAT), rose to Fts, 506,66 lakh, up from Rs, 47H.79 lakh in the previous year, 1 fuse figures highlightthe Company's resilience and effecti ve cost m anagement, leadi ng to su sta i ned p rofi fab i I ity.
This strong financial and operational performance Underscores the Company's commitment to maintaining a competitive edge in the market and delivering consistent value to its stakeholders. The Board remains ops i mi Stic about the future prospects of the Company and will continue to explore new opportunities for growth and innovation.
No material changes or commitments have transpired between the end of the financial year and the date of this report that would impact the Company’s financial standing.
fhe Audited Standalone Financial Statements of die Company, along with all necessary attaclimenls, have been part of the Annual Report for die year 2023-24. T his complete report is accessible on the Company's official website at ww w.creatLte-cast.etim.
Dividend; _
The Board of Directors is delighted to propose a final dividend of Rs. 10 per equity share having a face value of Rs. I© each (Ý4*@ 100%) for the financial year 2023-24. This dividend will be paid to the members whose names are appear in the Register of Members as of the Record Date, subject to approval by the members at the ensuing 39" Amina l General Meeting.
The proposed Dividend, if approved during die 39“ Annual General Meeting of the Company, will noi be subjected to dividend distribution tax. as it has been eliminated. However, it wffl be subject io Tax Deducted at Source (IDS) in accordance widi the applicable rates, as specified in the notice for tile 39" AGM.
Tra n s t'c r to Reserve: -
The Company's Board of Directors has decided not to transfer any funds to the Reserves for the financial year being rev tewed.
Shark: Capita!; -
There were no changes carried out in (he capital structure of the Company during the year wider review.
Investor Education and Protection l and flEPk): -
The Company's Retard of Directors affirms that there are no pending amounts to he transferred to the Investor Education and Protection fund for (he year under consideration,
Meetings of the Board.; -
Throughout rhe year, the Board of Directors met regularly to rev tew the Company's performance, discuss various bu si it ess strategics, and address important issues. During The financial year ending March 31,2024, four meet mgs of the Board of Directors were periodically convened and held on May 29. 2023, August 12, 2023, November 4; 2023 and February 10, 2024, wherein following Directors were present;
Sr.
No*
|
Name of The Direelors
|
29(0572023
|
12,08/2023
|
04/11,2023
|
10.'02,''2024
|
01
|
D. H. Dand
|
P
|
P
|
P
|
P
|
02
|
It. It. Bambbania
|
P
|
P
|
P
|
P
|
03
|
S. V. Vflisbmtv
|
P
|
P
|
P
|
P
|
04
|
J. S. Thanki
|
P
|
A
|
P
|
P
|
05
|
H. N. Ysdgania
|
P
|
P
|
P
|
P
|
06
|
P.2, Doshi
|
A
|
P
|
A
|
A
|
07
|
R, A. Gardi
|
A
|
P
|
A
|
P
|
OS
|
13. R. Sureja
|
P
|
A
|
P
|
A
|
09
|
K. D. Panehamiya
|
P
|
A
|
A
|
P
|
10
|
R.S. Tilvti
|
A
|
A
|
P
|
A
|
“P” Jennies “Present" umj “A" denotes ‘'Absent with Leave".
Changes in Directors & key Managerial Personnel (KM 1’): -
ft) Appointment;
During the year under review. Mr. Rajau Rartmiklai Rnmbhama (DIN 00146211) was reappointed as the Managing Director of'the Company, with his term extended until March 31, 2029. Similarly, Mr. Siddharth VaLJtibhbbtii Vaishnav (DIN. 00169472) w as reappointed as (he Whol^Time Director of the Company, also until March 31.2029
Additionally, Mr. Bhavesh Ratilal Snreja (DIN; 00I69N&3), Mr. Ketan Dmeshchandia Paochamiya (DIN; OS 193255), Mr, RuinniklaL Savjibhai Tilvil (DIN: OS 193201), and Mrs. Ruta Aiaybhai thirdi (DIN: 08193233) were reappointed as Independent Directors of the Company. with their terms ex (ended until September 23, 2023.
(ii) Cun Imitation of AppoinlineM;
In compliance with Regulation 17f IA> of the Securities. and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("ijslEBl Listing Regulations"), fre continuation ofdi rectorship for any non-executive three (or who has reached the age of 75 years requires the approvtd of shareholders duo ugh a special resolution. Accordingly, at die 33" Annual Genera! Meeting held oti September 23. 2023. the Company passed a special resolution ttp proving the com diktat ion of directorship for Mr. Dhirubhai J-faribhai DandfDlN: 002 *4 065) and Mr. Ramniklal SavjibhaiTilva (DIN: OS 193261), who will reach i lie age of 75 years on June 1.2024. and May 6,202 J, respectively.
fill) Cessations:
fit ere were no instances of ccssarion of Directors or Key Managerial Personnel (KMPs) during (he period under review, fiv) Retire by Rotation;
Tn accordance with the provisions of Section 152 of the Companies Act, 2013, and the Company’s Articles of Association, Mr. Dhirubhai Haribhai Dand (DIN: 002S4065), Director, is liable to retire by rotation at the forthcoming .39" Annual General Meeting. Being eligible, he has offered him self for reappointment, and (lie Board has recommended his reappointment as a Director of the Company.
The disclosures required under Regulation 36 of the SERI Listing Regulations and (he Secretarial Standard on General Meetings (’SS-21) are provided in the Notice nf this ACM, forming part of the Annual Repmt.
Declaration by I n d l1 p-L- n d u 111 Director*? -
Tits Company tins received declarations 1 co^Ennatiotis from all rhe Independent Directors of the Company as requite under Section I4y>(.7) of the A el read with Rule ti of the Companies {Appointment and Qualifications of Directors} Rules, 2(11 I and Regulation 25(8) of the SEBI Listing Regulations. Furthermore, the independent Directors have adhered to the Code of Independent Directors as slipulaled in Schedule IV of [he Act.
Formal annual evaluation and its criteria:_
Pursuant lo the provisions ol"the Act. SERI Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Commiltee (“NRC") find the Board hn& carried out the annual performance evaluation of the Board, its Co mini [tees and individual Directors by way of individual and collective feedback front Directors. The Independent Directors have also carried oaf annual per form a nee evaluation of (he Chairperson, the non-independent direetors and the Hoard as a whole. Structured questionnaires Covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out rhe evaluation process. The Directors expressed their satisfaction with the evalnation process.
Criteria adopted for evaluation: i-.
(i) The Board shall evaluate the roles, functions, duties of Independent Directors (IDs! of the Company. Each ID shall be evaluated by all other directors’ not by the Director being evaluated. The Board shall also review the manner m which ID's follow guidelines of professional conduct,
(ii) Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them, expectation of Board and level of participation.
till) Performance review of the Chairman of the Company in terms offevel of competeneeo felia irnun in steering the Company.
(iv) The review and ussif-ssment of the flow of information by (he Company to the Board and the manner in which die deliberations take place, the manner of placing (lie agenda and the contents therein.
(v) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be curried out by ihe Board.
(vi) On the basis of performance evaluation, il shall be determined by the Nomination and Remuneration Committee and the Hoard whether to extend or continue the term of appointment of ID subject io all other applicable com pi ia nets,
Committees: _
The Company has established essential Committees, namely the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, as mandated by Sections 177 and 178 of the Companies Act, 2()t3. The Board consistently assessed tile pci1 ion nance of these Committees io enhance their efficiency and ensure alignment with liie stipulations of the Companies Act. 2(113. and the HE Ri Listing Regulations,
Comprehensive information concerning these jComniitfecs, including iheir composition, meetings, and attendance' records, are detailed within the Corporate Governance Report. This report is an integral part of this report.
Policy on Directors' Appointnienl arid Policy on Remuneration: -
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required for the Board us a whole: and its individual members with Ihe objective pf having a Board with diverse backgrounds anti experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.
Pursuant to Section 134( 5 He) read with Section 17 8(3} ife (4) of the Companies Act. 2013, the policy governing the appointment of Board members, which encompasses the criteria for assessing qualifications, positive attributes, director independence, and the policy governing the remuneration of Directors, Key Management Personnel (KMP), and other employees, is accessible on the Company's official website: http: ÝÝ'Ý'www.crcativc-east.com Reports-’NARP.PDF. There have been no revisions lo the policy since ihe previous year,
Particular'- of Employees; -
The particulars of employees are given io An»lar# - “A” to this Report as required under Section 1^7(12) of the Companies Act. 2D I 3 read with the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2(114,
Also, Statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5( 2) of ihe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a pun of Annex u re-tV A”,
Directors' Responsibility statement: --
Pursuant to Section I34p) of the Companies .Act. 2UI3, the Board of Directors, to the best of iheir knowledge anti abilitv.
confirm that:
(1) in the preparation offline annual accounts of the Company for the year ended on March 31; 2024, die applicable accounting
standards had been followed along with proper explanations relating to material departures for tire same;
|ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;
(ill) tlu* Directors hod taken proper and sufficient care lor the maintenance ol'adetfiiale accounting records hi accordance with the provisions of this Act for safeguarding the assets of the Company and for prev enting and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on a going concern basis:
(Vj the Directors had bid down internal financial control', to he followed hy the Company and that such internal financial controls tur adequate and were operating effectively: and
fyij 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.
Adequacy of Internal financial coni rols with reference luthe financial statements:-
Section 134(5)k) uf the Companies A el, 2013 read with Rule iiil of Companies I Accounts! Rules, 2014 re-emphasizes
the re'e'd for an effective Internal Financial Control system in I lie Company which should he adequate and shall operate effectively. The Company has devised proper system of internal financial control which comment; urate with size and nature of Business anti statutory auditors have reviewed the internal control system and made separate report thereon forming part of Auditors’ report appended in this report.
Deposits:-
During the financial vear 2023 -2 4, your Company h:is not accepted any deposits within the meaning of Section 73 to 76 of the Act, read together with Companies (Acceptance ofDebpsitsj Rules, 2014.
Loan*, Investments, Gun run tees mid Securities: -
During tiie linaiieial year, the Company did not provide any loans, nor did it offer any securities or guarantees in connection with loans, as out lined under Section I K6 of the Companies Act. 2013- Furthermore, details of the investments made by Lite Com pan v are provided in Notes No. 6 and 10 of the Financial Statements. Which arc self-explanatory.
Related PartyTransactions (RPTbJu -
During the linaiieial year, all contracts, arrangements, or transactions executed by the Company with related parties were conducted in the ordinary course of business and on an arm's length basis. The details of these related party transactions are provided in I orrn AOC-2- enclosed as AiincKiirc - l‘U" in comp I i ante with Section 134( 3)tli) of tile Companies Act. 2013. read with Rule Ji|2) of the Companies (Accounts} Rules, 2014. Additionally, a comprehensive disclosure 6f related party transactions, as required under Itid AS 24, is included iit the accompanying financial statement*;
The Board hits adopted a polity governing related party transactions, which is available on the Company's website.'I be amended policy cun be accessed via the following web Sink: hups:- 'w w w, c rea I i v coast .bon TRcp oifts Po]kyReleledP artyTranMctiba52y052023.PDF. T he Company conducts related parry transactions, when necessary, in accordance with this policy. Et is important to note that the policy was revised to align with the updated SFBE Listing Regulations, and the amendments were approved during the Hoard meeting held on May 29,2023. The revised policy is hosted at the afore mem in tied link.
During lire year under review, the Company did not enter into any materially significant related party transaeLions that eouEd potentiiilly conflict with the interests oflhc Company, Furthermore, there were no financial transactions or relationships between the Independent Directors and the Company during the period,
Corporate Social Responsibility f'CSR'l: -
The obligation to spend on Corporate Social Responsibility (CSR) activities became applicable to the Company for the first time during this financial year hi re spun so, die Board of Directors approved the CSR policy through a Circular Resolution, which was subsequently noted at the Board meeting held on November 4. 2023. Given that the Company's CSR obligation is less than *5(1,0$ iakhs, rbe Board has not constituted a CSR Committee, ns permitted under Section 135(9) of the Companies Act. The contents of the CSR Policy, and the report on CSR activities carried, out during the financial year ended March. 31, 2024, are provided in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 20!4, and is annexed herewith as Anncxure - "C”.
Conservation of energy. technology absorption, foreign exchange earnings and outgo;-
The disclosure of particulars with respeel to cunserval ion of energy, a Statement g'hing details uf Technology Absorption. Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(.:)(m) of the Companies Act. 2013 read with Rule H(3) oflhc Companies (Accounts) Rules, 2(114 is annexed hereto as A mi exit re - “1>".
Risk Management:-
The assessment and management of business risks are continual processes within the Company. The management regularly reviews risk assessments with the aim of mitigating potential threats. Tire Overarching objective of risk management is to safeguard the organization's tangible and human assets, ensuring the seamless continuation of its operations.
As of now, ihe Company is not obligated to establish a Risk Management Committee of Directors in accordance with the provisions outlined in Regulation 21 oftheSFiDT Listing Regulations.
Vigil Mechanism: -
To ensure high level of honesty, integrity and ethical behavior amongsl its employees, the Company has established a Vigil Mechanism in compliance with the provisions of section 177(9) of the Companies Act, 2013 read with nd-e 7 of Companies (Meeting of Board and its powers) Rules, 2014, for the directors and employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimization of employees and directors and also provides for direct access to the chairperson of Audit Committee,
The synopsis of the policy has been disclosed in the Corporate Governance Report, which is a part of this report and is available o n h it p: //ww w. creal i ve -cast, com Ý Re po rts^Vi gi 1M. PDF.
Auditors: _
(i) Statutory Auditor:
M/s; J, C, Ranpure & Co.t Chartered Accountants, Rajkot, were appointed as the Statutory Auditors of the Company at the 35th A( JM for a term of five years, extending up to the conclusion of the 40th ACM.
The report by NT's, J. C. Rtinpura it Co. on die audited financial statements lor the year ended March .11, 2024, along witli the accompanying notes, is self-explanatory and does not require any additional comments from the Board, The Auditors' Report is free from any qualifications, reservations, or adverse remarks.
During the year under review. Hie Auditors did not report tiny fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
(ii) Secretarial Auditor:
In accordance with See Lion 204 of the Companies Aei, 201 3, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Mayor Rulia, proprietor of M. Bulia & Co., Practicing Company See re lari es, Vadodara, was appointed as ihe Secretarial Auditor for the financial year 2023-24. The Secretarial Audit Report, submitted it) the prescribed form MR-3, is attached us AlMCMITie - 41L” mid forms part of this Report.
The Secretarial A ltd it Report contains qualifies Li on. obsen atiori, or adverse remark that requite explanations from the Board, as outlined below:
* Due to an oversight, the filing of 1 urm 111PT-2 was delayed. The necessary corrective actions will be taken m due course.
Annual Secretarial Compliance Report -
Pursuant to Regulation 24A qfSEBl Listing Regulations, your Company has submitted the Annual Secretarial Compliance Report for the financial year ending on March 3 1.2024. this report has been issued by CS Mayor Hutu, proprietor of M. EJuha # Co., Practicing Company Seerehiries. Vadodara, and was submitted to BSE Limited With lit the prescribed timeline.
(Hi) Cost Auditor:
The Company has properly maintained its Cost Records, with rbc Annexure to the Cost Records for the financial year ending March 31.2024. being approved by the Board during its meeting on August I 0. 202A, M 's, Mitesh Suyggiya & Co.. Practicing Cost Accountants. Rajkot, have provided a certiflcateir^port con finning the proper maintenance of cost records as required under Section 14^ of the Companies Act. 2013, and the Companies (Cost Records and Audit) Rules, 20J 4,
it is important to note (hat there was no requirement for a Cost Audit of the aforementioned records during the financial year under review, in accordance with the applicable provisions.
(iv) Internal Auditors:
M's. Subhash Akhari & Co,. Chartered Accountants, served as the Internal Auditors of the Company, conducting regular audits across all operational areas. The Audit Committee of the Board of Directors consistently reviewed and evaluated the findings of the internal audits conducted by the firm.
Disclosure on compliance witli Secretarial Sluitd^irds: -
Your directors tonFtmi that the applicable Secretarial Standards as issued by the Institute of Company Secretaries (if India, have been complied with.
Munnbtciiivut Disc ussier and Analysis Report: -
The Management's Discussion and Analysis Report for the year under review, as stipulated tuitfer SEBJ Listing regulations, is annex ed with this Report as Aline sure “P’".
Curperale Ctivernartre: -
Separate report on Corporate f lovemance along with CECi'CFQ Certifications and Certificate of Company Secretary ir practice on compliance with nouns pertaining to the Corporate Governance are separately annexed with this report as Annexure "G”-
Anmsal Return; _
A copy of Annual Return as required under Section 92(3;) and Section 134f3H"a) of the Act has been placed on the website of the Company at www.erentive-eiisi.eom.
Industrial Relations:
The Industrial Relations between the Management and Employees of the Company at all levels continued to be extremely cordial during the entire year. Both the Management as well as Employees have good relations and work for the betterment of the value of the Company.
Business Responsibility and Sustain ability Report: -
l or the financial year ending March 31, 2024. the- Company is not required to Comply with the provisions of Regulation 44 of (lie SEBI Listing Regulation*; related to the submission of a Business Responsibility and Susiai liability Report. As a result, the Company is not obi i gated to provide a separate report on this matter.
Prevention of insider trading and cade of conduct for fair disclosure: -
The Company has adopted a code of conduct for regulating, monitoring and reporting trading by Insiders in securities of the Company. The code regulates, monitors and reports trading by the Designated Persons while in possession of unpublished price sensitive in formation in relation to lire Company;
The Company has also adopted a Code of Practices and Procedures for Fait Disclosure and Conduct of Unpublished prate Sensitive in forma tton to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company. The policy is available on website i.e, w ww,creative -east.com of ibe Company,
Insurance: _
All moveable and fixed Assets are adequately insured.
Other In fur illation: -
(i) The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;
(ii) No fraud has been identified during the financial year;
(HI) No significant material orders were passed by tiie regulators or courts or tribunals impacting the going concern status and Company's operations in future;
(ivj During tile financial year, your Company has neither issued any kind of Securities nor made buy-back of securities:
(y) Your Company has complied with provisions relating to the constitution of internal Complaints Committee Linder the
Sexual Harassment of Women ut Workplace (Prevention, Prohibition and Rcdressai) Act. 20:13, Your Board states that during the year under review, there were no eases at (he work place filed pursuant to the Sexual harassment uf Women
(Prevention. Prohibition and Rcdressai} Act, 2013. Disclosures in pursuance U> the Sexual Harassment of Women at
Workplace i Prevent ion, Prohibition and Redoes sal) Act, 2013 is provided separately in the Corporate Governance Report;
(Vi) There are no pin Leadings inii i a ted 'pending against your Company under the Insolvency and Dar.kmptcy Code, 20lf>: and (vsj Difference between amount of file valuation done at the time of one time settlement and the valuation done while taking loan from the Fianks or Financial Institutions: Not Applicable,
Human Resource*; _
The high level of motivation of the employees and their identification as well as involvement with the Company is the basis for the creation of a strong team, who continuously advance the Innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the
Company's corporate culture based on fairness and team spirit. Employees myolvernent in Lite affairs of the Company helps build up a brand value and to achieve she good position.
Certificates: -
The Company fields die followffijg certificates.
(i) ISO 9001:2015. (3) ISO 14001:2015, hj ISO 45001:2018. (4) PED |D14/'68/EU& AD2000 MERKBLATT W0 Certified and (5} iftR Awarded "Well Known Foundry \
Appreciation: _
Yoitr Directors are grateful for (he support and co-operation given by the Shareholders, Government Authorities, Company 's Rankers. Insurance Company, Employees, Customer's & Suppliers during the year under review.
for and on behalf of Hoard 5<l/-
Dhirtibhai H. Data} Chatman DIN: 00284065 Dolatpara, August 10,2024
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