As on: Apr 19, 2024 03:01 AM
To,
The Members of
CRP Risk Management Limited
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, 2023.
1. The financial results of the company are summarized below:
(Amount Rs.)
2. RESULT HIGHLIGHTS
During the year the Company has generated revenue from operations of Rs. 16,63,10,168/- (including other income) and earned net profit after tax Rs. 4,78,481/- as compared with the corresponding figures in the previous year of Rs. 34,08,76,709/- and Rs. 38,50,830/- respectively. The total revenue is decreased by Rs. 17,45,66,541/- as compared with last year as well as net profit after tax also decreased by Rs. 33,72,349/- as compared with last year.
3. BUSINESS AND OPERATION OF THE COMPANY
CRP Risk Management Limited (CRP) (Previously known as CRP Technologies (India) Limited) was incorporated in the year 2000 in Mumbai. The Company is among India's 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 ‘credit-check' 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 promoter's 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.
4. DIVIDEND
The Board of Director of the company has not proposed any dividend for the financial year ended March 31, 2023 due to loss incurred by the company.
5. TRANSFER TO RESERVE
The company has transferred the amount of Rs. 4,78,481/- to the reserves for the financial year ended March 31, 2023.
6. CHANGE IN SHARE CAPITAL
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. 17,48,49,000/- divided into 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
7. MAJOR EVENTS DURING THE F.Y.2022-23
There was no major event in the company during the financial year.
8. SUBSIDIARY COMPANY
The Company does not have any subsidiary Company
9. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in nature of business of the Company during the financial year
10. ANNUAL RETURN
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 2022-2023 is available on the company's website https: https://www.crp.co.in/.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board is properly constituted as per the provisions of the Companies Act, 2013. As on March 31 2023, the Board comprises of:
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), 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.
Retirement by rotation and subsequent re-appointment
Mr. Hitesh Asrani (DIN: 00561701), 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 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as director are also provided in Notes to the Notice convening the 23rd Annual General meeting.
Key Managerial Personnel:
In accordance with Section 203 of the Companies Act, 2013, the Company has Ms. Sayyed Mohammed Raza and Mr. Hitesh Parmananda Asrani are acting as Managing Director and Chief Financial Officer respectively. Ms. Ankita Chopra resigned from the post of Company Secretary and compliance officer on November 16, 2022.
12. DETAILS OF BOARD MEETINGS
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, 5 (Five) Board meetings were held dated 11/05/2022, 11/06/2022, 15/09/2022, 31/12/2022, & 14/02/2023 properly convened & held.
The details of attendance of each director at the Board Meetings are given below:
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
13. COMMITTEES OF THE BOARD:
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.
I. Audit Committee
The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committee's 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 June 11, 2022, September 15, 2022, December 31, 2022 and February 14, 2023 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, 2023, are detailed below:
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.
Vigil Mechanism:
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 Company's 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.
II. Stakeholder's Relationship Committee
The Stakeholder's Relationship Committee is not formed as per SEBI (Listing obligation and disclosure requirements) Regulation 2015.
III. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is not formed as per SEBI (Listing obligation and disclosure requirements) Regulation 2015.
14. DIRECTORS' RESPONSIBILITY STATEMENT
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.
15. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Surendra Hegde and Mr. Hemant Gada are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Meeting of Independent Directors
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 February 14, 2023
Familiarization Programme
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
Annual Evaluation of the Board;
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 Board's functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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.
17. CODE OF CONDUCT
The Company's 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.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company doesn't 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. -4,68,70,490/- and thus company doesn't not make any CSR provision.
19. KEY MANAGERIAL PERSONAL
20. PARTICULARS OF EMPLOYEES
As the Company's 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 2022-2023, details of such is given in Annexure III.
21. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
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 22-23. 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, 2023.
22. RISK MANAGEMENT POLICY
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 Company's 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 company's internal control environment and monitors the implementation of audit recommendations.
23. MANAGEMENT DISCUSSION AND ANALYSIS
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.
25. ASSOCIATE AND SUBSIDIARY COMPANIES
During the year under review, your company does not have any Subsidiary, Joint Venture Company or Associate Company as on 31st March, 2023 and any information for this purpose is not applicable to the company.
26. DEPOSITS
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.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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.
28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
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.
29. SECRETARIAL AUDITOR
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 Company's 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 2022-23 forms part to this report as Annexure IV. 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 2022-23, were not filed which includes, AOC-4, MGT-7, MSME, DPT-3, MGT-15, MGT-14 and any other event based forms, prescribed under the act.
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 last three quarters during the FY.
b. Regulation 76: There were delay in submitting Reconciliation of Share Capital Audit Report for all quarters during the FY.
c. Regulation 27(2): There were delay in submitting non applicability certificate for last 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 2022 & year ended March 2023 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.
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 Stakeholder's 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 November 16, 2022.
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 Company's shares are debarred from Trading and are Suspended, until compliance is made good.
30. AUDITORS & REPORT OF THE AUDITORS:
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 in the casual vacancy to hold office upto 23rd AGM. Further such Auditor has reappointed for one term of 5 years commencing from conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting of the Company.
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.
31. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
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
32. LISTING:
The Company's shares are listed with the BSE having nationwide trading terminal under SEBI (ICDR) Regulation 2009. During the year under review, the Company's Equity Shares were listed at BSE Limited however trading in the share of company is suspended. (SME listed company).
33. SIGNIFICANT AND MATERIAL ORDERS:
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.
34. INTERNAL FINANCIAL CONTROL:
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
35. REPORT ON CORPORATE GOVERNANCE:
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.
36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place the "Policy on Prevention of Sexual Harassment at the Workplace" 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.
37. ACKNOWLEDGEMENT:
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 Company's consistent growth would not have been possible, despite the challenging environment.
For & on behalf of the Board of Directors